Candidates who wish to nominate themselves for the membership of the Board of Directors and who meet the relevant conditions and standards must submit their nomination applications within the specified period and in accordance with the details contained in the announcement.

Nomination will be in accordance with the provisions of the Companies Law, the Corporate Governance Regulations issued by the Capital Market Authority, the Company’s Articles of Association, and the Standards and Procedures for Membership in the Board of Directors approved by the Company’s General Assembly.

Candidates will be elected to the Board of Directors during the General Assembly meeting which will be announced later after obtaining the necessary approvals from the relevant authorities.

Rabigh Refining and Petrochemical Co (Petro Rabigh)

Secretary of Nomination and Remuneration Committee

Email: mejhedaa@petrorabigh.com

Telephone: 0124258877

Fax No: 0124258889

Mail:

Admin Bldg, 200, Room No. 121

P.O. Box 101 |Rabigh 21911| Saudi Arabia

1. Directors are required to be professionally capable and have the required experience, knowledge, skill, and independence which enable them to perform their duties efficiently. Directors shall have the following qualifications, in particular:

(a) Ability to Lead: Directors shall enjoy leadership skills which enable them to delegate powers in order to enhance performance and apply best practices in effective management and compliance with professional standards, ethics and values.

(b) Competency: Directors shall have the academic qualifications and proper professional and personal skills as well as an appropriate level of training. The Directors shall have practical experience related to the current and future businesses of the Company or management, economics, accounting, law, or governance.

(c) Ability to Guide: Directors shall have the technical, leadership, and administrative competencies as well as the ability to take prompt decisions and understand technical requirements and developments related to the workflow. The Directors shall also be able to provide strategic guidance and long-term planning and have a clear future vision.

(d) Financial Knowledge: Directors shall have the ability to read and understand financial statements and reports.

(e) Physical Fitness: Directors shall be physically and mentally fit to perform their duties and responsibilities and shall not suffer from any health issues that may hinder them from performing their duties and responsibilities.

2. Candidates for Board membership shall satisfy the following conditions at the time of their nomination:

(a) they shall not have been convicted of a crime involving moral turpitude or dishonesty;

(b) they shall not be members of the board of directors of more than five (5) joint stock companies at the same time; and

(c) they shall have no interest or be engaged in a business or activity that is competing with businesses or activities of the Company (except as otherwise permitted under applicable laws and regulations, the Bylaws, or the Conflict-of-Interest Policy).

3. In addition to the conditions and qualifications set out in Paragraphs ‎1&2 above, the Board may, based on the recommendation of the Nomination and Remuneration Committee, issue supplemental conditions, qualifications, and criteria for Board membership.

4. Supplemental Conditions: With reference to Paragraph 3 above, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, agreed to apply the following ‘Professional Experience’ requirement as an additional condition for the nomination of candidates for Board membership:

(a) Professional Experience: The candidate must have sufficient experience in the Company’s activities and at least ten (10) years of experience in a management position in the oil, gas or petrochemicals sectors in their fields of operations or marketing locally and internationally.

5. An Independent Director shall not be an employee or used to be an employee, during the preceding two years, of the Company, or any party dealing with the Company or any company within its group, such as external auditors or main suppliers; or if he/she, during the preceding two years, held a controlling interest in any such parties.

6. An Independent Director shall not serve for more than nine (9) years, consecutive or inconsecutive, as a Board member of the Company.

7. The nominee shall submit a copy of Form No. (1); the Curriculum vitae Form, (attached)

8. The nominee shall submit a signed copy of Disclosure Form No. (3) issued by the Capital Market Authority for nomination to membership of the Board of Directors (attached).

9. The nominee shall submit a written statement to the Company’s management including his/her CV and information about his/her experience in the Company’s business. Also, contact numbers and clear copy of the personal identity card and family identity card for individuals, and the Commercial Registry for companies, must be submitted. (attached)