Kingdom of Saudi Arabia – Capital Markets Authority

Kingdom of Saudi Arabia – Capital Markets Authority – Regulatory Rules and Procedures for Listed Joint Stock Companies – Remuneration and the Board – 20-5-2019. Covering:

Part One: Preliminary Provisions

Article one:

Part Two: Remunerations of Board Members in Joint Stock Companies

Article two: to Article seven

Part Three: Holding of General and Special Assembly Meetings of Shareholders and their Participation therein through contemporary technology

Article eight: to Article eleven:

Part Four: Buy-back, Sale, Pledge of Shares

Chapter One: Share Buy-back Rules

Article twelve: to Article seventeen:

Chapter Two: Effect of a Buy-back Transaction

Article eighteen: to Article twenty one:

Chapter Three: Rules of Company’s Sale and Pledge of Shares

Article twenty two: and Article twenty three:

Chapter Four: Employees Shares

Article twenty four:

Part Five: Pledge of Company Shares

Chapter One: Share Pledge Rules

Article twenty five: and Article twenty six:

Chapter Two: Pledge Agreement and its Registration

Article twenty seven: to Article thirty:

Chapter Three: Foreclosing on the Pledged Shares

Article thirty one:

Chapter Four: General Provisions

Article thirty two:

Part Six: Issuance, Buy-back and Conversion of Preferred Shares by the Company

Article thirty three: to Article thirty seven:

Part Seven: Dividend Distribution to Shareholders of the Company

Chapter One: Timing of Payment of Dividend

Article thirty eight:

Chapter Two: Interim Dividend Distribution

Article thirty nine: to Article forty one:

Part Eight: Issuance and Sale of Pre-emptive Rights Resulting from Capital Increase

Chapter One: Definition of Pre-emptive Rights

Article forty two: and Article forty three:

Chapter Two: Process of Trading Pre-emptive Rights

Article forty four:

Chapter Three: Options available to Registered Shareholders and New Investors

Article forty five: and Article forty six:

Chapter Four: Pre-emptive Rights’ Indicative Value

Article forty seven:

Part Nine: Proxy Procedures for Attending General and Special Assemblies

Article forty-eight: to Article fifty four:

Part Ten: Rules of Authorisation for Businesses and Contracts that are Executed for the Company’s Account, in which a Board Member has Direct or Indirect Interest

Article fifty five: to Article fifty nine:

Part Eleven: Publication and Entry into Force

Article sixty:

Annex (1)