Governance

Audit Committee Meetings

Investment Committee

The duties and responsibilities of the Committee are as follows:

• Ensure that the Company’s investment policy is prepared according to the Company’s overall business strategy and regulatory limitations.
• Obtain the Board’s approval on the investment policy.
• Review and draft the investment policy quarterly, taking into consideration changes in business requirements and Market conditions.
• Appoint and assess the performance of investment managers and funds.
• Recommend the appointment and dismissal of the investment advisor to the Board.
• Authorize a selected subcommittee or the management team to implement the decisions of the Investment Committee when needed.
• Issue strategy implementation decisions for each segment of the investment portfolios, whether exposure in each segment will be implemented through negative or positive management, whether it will be managed internally or through external managers, or through separate authorizations or investment funds.
• The Executive Committee reports to the Board.
• Review decisions made by the management team and investment advisor(s).
• ubmit reports to the Board regarding the Company’s investment performance in terms of risks, returns on investments, provisions and any key relevant developments.
• Take any other action or assume any other authorities and responsibilities the Committee may be assigned or authorized to do from time to time by the Board.

Investment Committee Meetings

Risk Management Committee

The duties and responsibilities of the Risk Management Committee are as follows:

• Reassess the Company’s risk tolerance policy, parameters, and risk exposure regularly.
• Reassess the Company’s risk management policy.in line with the Company’s responsibilities towards shareholders and compared to regulatory and supervisory requirements.
• Oversee the implementation of the necessary measures to mitigate identified risk.
• Understand and review risks associated with the Company’s activities and business, and maintain the acceptable risk threshold of the Company.
• Oversee the risk management system, assess its effectiveness, and ensure the availability of suitable infrastructure and resources.
• Assess the effectiveness of the risk management unit.
• Assess and analyze risk as per stress testing scenarios (such as reduced rating, capital, regulatory, and supervisory violations/penalties and the like).
• The Risk Management Committee reports to the Board.
• Review and assess the business continuity plan.
• Review and obtain the Board’s approval on the following cybersecurity governance documents:
  • Authorization of the Cybersecurity Committee.
  • Cybersecurity Governance Framework.
  • Cybersecurity Strategy.
  • Cybersecurity Policy.
• Ensure that the Company’s cybersecurity risks are managed properly.
• Periodic review of the impact of natural disasters on insurance portfolios.
• Periodic review of maximum limits of insurance parameters.
• Periodic review of the sufficiency of the Company’s capital and solvency.
• Periodic review of asset and liability management operations.
• Review periodic reports issued by the Risk Management Unit, such as quarterly risk management reports.
• Take any other decisions and/or assume any other authorities and responsibilities that may be assigned or delegated to the Committee from time to time by the Board. The Committee has the authority to obtain advice and assistance from legal advisors, actuaries, accountants or internal or external consultants and approve fees and other conditions pertaining to any external advisor(s).

Risk Management Meetings

* Mr Abdulelah Al-Tayeb’s membership in the committee started on 20/05/2025

Technical Committee

The duties and responsibilities of the Technical Committee should include the following:

• Review insurance underwriting policies and related key controls and guidelines.
• Review pricing approaches and tools used to price/assess risk.
• Review underwriting performance periodically.
• Review claim activities periodically.
• Review business plan assumptions annually and recommend the preparation of insurance business plans to be submitted to the Board.
• Recommend new types of insurance to be approved by the Board.
• Review and recommend areas where the Company should/should not underwrite from to be approved by the Board.
• Determine the reinsurance outsourcing structure (repeated reinsurance) at the Company and submit recommendations to the Board regarding the cost of outsourcing for approval. Emphasize that classifications of companies participating in reinsurance outsourcing are within the limits of regulatory and supervisory requirements and that any changes to the same are assessed properly and that necessary procedures are taken.
• Reassess the Company’s reinsurance structure regularly.
• Take any other actions or assume any other authorities and responsibilities that may be assigned or delegated from time to time by the Board.
• The Committee has the authority to obtain advice and assistance from legal advisors, accountants and other internal or external consultants and approve fees and other retention terms pertaining to any external advisor (s).

Technical Committee Meetings

* Mr Jean-Luc Gourgeon membership in the Committee expired on 21/10/2025.

** Mr Christoph Thomas Fischer Hirs** membership in the committee began on 20/05/2025.

*** Mr Turki Al-Sudairy membership in the Committee expired on 13/04/2025.* Attended as Guest

Nomination and Remuneration Committee

The duties and responsibilities of the Nomination and Remuneration Committee should include the following:

• Recommend nominees to the Board and its committees according to regulatory requirements and approved policies and standards. The Committee must take into consideration not to nominate a person previously convicted of a breach of trust to the Committee.
• Prepare a description for the capabilities and qualifications required for the Board and Board committee memberships, including the time a member should allocate to the Board and Board committee business.
• Create procedures to be implemented in the event of a position on the Board or senior executive becoming vacant.
• Review required skills suitable for Board membership at least annually and provide recommended solutions in line with the Company’s best interests.
• Create succession policies and procedures for the Board and its committee.
• Review the structure and composition of the Board and its committees and determine its weaknesses periodically, propose the necessary steps to manage them, and create job descriptions for Executive, Non-Executive, and Independent Directors and Senior Executives.
• Assess and monitor the independence of Directors and Board committee members at least annually and ensure there is no conflict of interest in events where a member sits on the Board of another company.
• Create clear priorities for Board compensations and remuneration (as approved by the General Assembly), its committees, the CEO, and members of Executive Management based on their performance in order to achieve the Company’s strategic objectives and adjusted business profits.
• Ensure that an annual review is performed for Executive Management staff remunerations independently from Executive Management.
• Provide final recommendations to the Board regarding the appointment and dismissal of members of Executive Management and/or promoting current employees to Executive Management functions as per the rules of the Insurance Authority related to suitability of individuals.
• Provide final recommendations to the Board with regard to dismissal of members of Executive Management.
• Create succession policies and procedures for the CEO and Senior Executive Management staff, and monitor the implementation of these succession plans and procedures.
• Assess Director performance (Overall Board performance and the individual performance of Directors (and its committees periodically) at least annually).
• Oversee the orientation and periodic training programme for Directors.
• Take any other action or assume any other authorities and responsibilities the Committee may be assigned or authorized to do from time to time by the Board.

Nomination and Remuneration Committee Meetings

* Effective 12/06/2025, Mr Abdulrahman Al-Jalal was appointed as a member of the Nomination and Remuneration Committee, following his tenure as Chairman of the Committee up to 11/06/2025.

** Mr Turki Al-Sudairy membership in the committee began as chairman on 12/06/2025

12.11 Attendance record of General Assembly Meetings during 2025

12.12 Performance of the Board and its committees

Board effectiveness evaluation

The Board and committees undergo regular performance assessments using tools and forms approved by the Nomination and Remuneration Committee. These assessments are conducted by a third-party organization to ensure objectivity and impartiality. In addition to this, the Board made several decisions to adopt changes in its policies and procedures, alongside introducing new programmes and systems aimed at further strengthening its governance framework.

Results of the annual review of the effectiveness of the Company’s internal control procedures, in addition to the Audit Committee’s opinion on the adequacy of the Company’s internal control system

The Audit Committee believes that the internal control, financial, and risk management systems in the Company are effective and that it has no reason to believe that these systems have not been properly developed and implemented.

The Audit Committee also confirms that there is no conflict between the decisions of the Committee and those of the Board of Directors.

Remuneration of Board Members, Members of Committees, and Executive Management

The General Assembly has approved on 21 July 2021 an amended remuneration policy for the Board and members of committees and Executive Management. According to the policy, each member is entitled to X 5,000 for each attended meeting of the Board and any Board committee meeting. The Company’s Board of Directors are entitled to a minimum amount of X200,000 as an annual remuneration against Board directorship and contribution to Board business. The Chairman of the Board is entitled to a minimum amount of X 300,000 per year. Each non-Board Member is entitled to an amount of X 5,000 as an attendance fee per meeting per committee and is entitled to a lump sum of X 100,000 per year as a remuneration for contribution to the committee functions. The Chairman of the Audit Committee is also entitled to an amount of X120,000. The remunerations of the members of the Board of Directors and its committees are presented to the Company’s General Assembly for approval.

Disclose details of treasury shares maintained by the Company, and details of utilizing such shares

12.13 SANCTIONS, PENALTIES, PRECAUTIONARY RESTRICTIONS IMPOSED BY REGULATORY AUTHORITIES

12.14 Board Resolutions

First: Strategic Resolutions

• Approval of the strategic direction for international expansion, including the feasibility study for new branch in the Republic of India in GIFT City, and approval for its establishment.
• Recommendation to increase the Company’s capital by Granting Bonus Shares issuance at a rate of 46.6%.

Second: Organizational and Governance Resolutions (Appointments and Changes)

Third: Policy and Directing Resolutions

• Approval of the updated Internal Audit Charter and Manual.
• Recommendation of the Remuneration and Compensation Policy.
• Approval of the Short-Term Incentive Policy.
• Approval of the Local Content Policy.
• Approval of the Risk Management Policy.
• Renewal of the Board Succession Planning Policy.
• Recommendation of the Corporate Governance Policy.
• Approval of the Compliance Policy as approved by the Audit Committee.
• Approval of the Whistleblowing Policy.

Fourth: Financial Results and Reporting Resolutions

• Approval of the Annual Financial Report and the quarterly condensed Financial Statements.
• Approval of the Internal Audit and Compliance Annual Reports.
• Approval of the Board and Committee Remuneration.
• Approval of the Risk Analysis Report.

Fifth: General and Operational Resolutions

• Update of the list of countries where reinsurance business is not permitted.
• Approval of the Underwriting Risk Appetite.
• Approval of the General Assembly agenda, including the recommendation to appoint the external auditors for the Head Office.
• Approval of the implementation of the Long-term Incentive Plan.
• Approval of the business plan approved by the Executive Committee.
• Approval of the Board Remuneration and Compensation Policy, in preparation for submission to the General Assembly.
• Approval to open the nomination period of Board membership for the upcoming term (2026–2030).

Interest in a class of voting shares held by persons (other than the Company’s Directors, Senior Executives and their relatives) who have notified the Company of their holdings pursuant to Article (45) of the Listing Rules, along with any change to such rights during the last fiscal year

Note: the change resulted from shareholders dilution from allocation of shares to the Employees Incentive Program.

Details of any interest, contractual securities or rights issue of the Senior Executives and their relatives on the shares or debt instruments of the Company or its affiliates, and any change on such interest or rights during the last fiscal year

Details of any interest, contractual securities or rights issue of the Senior Executives and their relatives on the shares or debt instruments of the Company or its affiliates, and any change on such interest or rights during the last fiscal year

12.15 Information on any loans, and amounts paid by the Company in repayment of loans during the year

12.16 The Company’s requests of shareholders registry, dates, and reasons thereof

12.17 Transactions between the Company and related parties

Investment advisory contract signed with SAB Invest, in which Board Member Mr Abdulaziz Al-Bassam has a non-direct interest due to his membership on the Board of Directors of SAB Invest. The value of the contract is X 793,473.55 this transaction without preferential terms.

Investment agreement in Alpha Murabaha Fund, in which the Chairman, Mr Abdullatif Al-Fozan, has a non-direct interest due to his membership on the Board of Directors of Alpha Capital. The Murabaha fund management fees amount to X 385,785.20 this transaction without preferential terms.

Investments or reserves made for the benefit of employees and reservations of the External Auditor’s report:

The Extraordinary General Assembly on 17/04/1447H corresponding to 09/10/2025G approved the Employee Shares Program, with the allocation of (2,500,000) shares for the implementation of the Program, within the framework of enhancing long-term incentives, aligning the interests of the executive management and employees with the interests of shareholders, and supporting the achievement of the Company’s sustainable strategic objectives. The program is subject to specific eligibility conditions and performance criteria, and the Board of Directors is fully responsible for this policy, with the Nomination and Remuneration Committee being authorized to review and supervise its implementation, in order to ensure compliance with the relevant laws and regulations and the achievement of the approved objectives of the program.

The external auditor’s report does not contain any reservations on the financial statements, nor has the Board made any recommendation to replace the Auditor before the end of the term.

License renewal for three years:

The company obtained a license renewal in 2025 to conduct reinsurance business for a period of three years, issued by the Insurance Authority.

12.18 Declaration

There are no competitive activities against the Company or any of its business segments that are being or have been conducted by any member of the Board of Directors.

• During the year 2025, there was no contract in which the Company was a party or had a material interest involving the CEO, CFO, or any related party other than what was declared.
• The Company has not repurchased, redeemed, or canceled any redeemable debt instruments, and the value of the remaining securities remains unchanged.
• There are no conversion or subscription rights under any convertible debt instruments, contractual securities, warrants, or similar rights issued or granted by the Company during the financial year ended 31 December 2025.
• There are no convertible debt instruments, options, warrants, or similar rights issued by the Company during the financial year ending on 31 December 2025.

The Company further declares that:

• Proper books of account have been maintained.
• The system of internal control is sound in design and has been effectively implemented.
• There are no significant doubts concerning the Company’s ability to continue its activity.