| First: Eligibility Requirements for Board Membership: 1. Meeting the criteria outlined in the approved Board Membership Policy and Standards. (Attached) 2. The nominated member must not hold board memberships in more than five listed companies simultaneously. Second: Requirements for Board Membership Submit the nomination application within the period specified in the announcement to the Chairman of the Board. The application must include all the following documents: - Completed and signed company application form. (Attached) - Completed Form No. (1) Curriculum Vitae. (Attached) - Completed and signed Form No. (3) issued by the Capital Market Authority for Board Membership Nomination. (Attached) - The nominee's curriculum vitae, including information about their profession, current primary position, qualifications, and experience in the company's field of business. - A statement detailing the number and dates of their board memberships in listed companies and the committees they have served or are currently serving on. - Attach a statement listing any companies or institutions in which the candidate has a management or ownership stake and which conduct business similar to that of the company, and disclose any conflicts of interest – in accordance with the procedures established by the Authority – including: a) Any direct or indirect interest in business and contracts conducted on behalf of the company. b) Participation in any activity that could compete with the company, or compete with it in any of its branches of activity. - If the candidate has previously served on the company's board of directors, they must attach to their nomination application a statement from the company's management regarding their last term of service, including the following information: 1. The number of board meetings held during each year of the term, the number of meetings the member attended in person, and their attendance rate. 2. The standing committees on which the member participated, the number of meetings held by each committee during each year of the term, the number of meetings the member attended, and their attendance rate. - A clear copy of the national identity card (residence permit or passport for non-Saudis), including the candidate's contact information. - The membership status must be clearly stated when nominating a candidate, i.e., whether the member is an executive, non-executive, or independent member. - The nature of the membership must also be clarified, i.e., whether the candidate is a shareholder or nominated by a shareholder, and their name must be stated. In all cases, the candidate must be a natural person. - All supporting documents and certificates must be submitted in Arabic. The company will review the submitted applications. Voting at the General Assembly for the new Board term will be limited to candidates who meet the conditions, regulations, and criteria outlined in this announcement. Cumulative voting will be used to elect the Board members. |