Board Committee Reports

ARCC Mandate and Role

The Audit, Risk, and Compliance Committee (ARCC) supports the Board in overseeing the effectiveness of internal control and risk management frameworks. Its mandate includes safeguarding the integrity of financial reporting, overseeing internal audit and assurance, risk management and compliance functions, and overseeing the engagement and independence of the Company’s external auditor.

ARCC Members as at 31 December 2025

1. Mr. Omar Abdulla Al Hashmi – Chairperson;

2. H.E. Rima Al Mokarrab – Member; and

3. Dr. Saeed Alghfeli – Member.

The ARCC’s key responsibilities include:

(a) Reviewing and monitoring the integrity of the Company's financial statements;

(b) Assessing the scope of non-audit services provided by external auditors and advising on their appointment;

(c) Overseeing the relationship with external auditors and evaluating the effectiveness of the external audit process;

(d) Reviewing the adequacy and effectiveness of internal control systems and risk management frameworks; and

(e) Considering applicable laws and regulations, including ADGM, CMA, and ADX requirements.

Notwithstanding the ARCC's role, the Board retains ultimate responsibility for reviewing and approving the Company’s annual report and financial statements.

Members of the ARCC acknowledge their accountability for overseeing the systems and controls within its remit, evaluating their operational effectiveness, and ensuring their adequacy. The ARCC Chairperson further recognises responsibility for overseeing the ARCC’s policies, reviewing its procedures, and ensuring the overall effectiveness of its functions.

ARCC Composition and Meetings

In accordance with its Charter, the ARCC comprises a minimum of three (3) Non-Executive Board Members and a maximum of five (5) members, of whom at least two (2) are Independent Board Members. The ARCC is chaired by an Independent Director and meets no fewer than four (4) times annually.

ARCC meetings are conducted in accordance with formal governance procedures, including the circulation of agendas and supporting documentation in advance.

Details of the five (5) ARCC meetings held during 2025, and member attendance and proxy participation are disclosed in the table below:

Key ARCC Focus Areas in 2025

During the financial year ended 31 December 2025, the ARCC undertook the following key matters within its mandate:

• Endorsed the Company’s corporate governance policies, ensuring continued alignment with applicable regulatory requirements and governance best practices;
• Reviewed and approved the Company’s Risk Appetite Statement, confirming its alignment with the strategic objectives and risk management framework of the Group; and
• Approved the Company’s Internal Audit Plan, Risk Management, and Regulatory Compliance Plan for 2026, ensuring appropriate audit coverage of key risk areas and critical business processes.

NRC Mandate and Role

The NRC oversees the appointment and remuneration of the Board, Executive Management, and employees, while safeguarding the independence of the Board and ensuring compliance with applicable Company policies and regulatory requirements.

As at 31 December 2025, the NRC comprised three (3) Non-Executive Directors:

1. H.E. Ahmed Ali Al Sayegh – Chairperson;

2. H.E. Noura bint Mohammed Al Kaabi – Member; and

3. H.E. Jameela Al Muhairi – Member.

The NRC supported the Board in establishing and overseeing policies relating to Board and senior Executive Management nominations and remuneration during 2025. The NRC assists the Board in fulfilling its oversight responsibilities, including but not limited to:

(a) Monitoring the nomination process for the Board and Executive Management;

(b) Facilitating the identification of suitably qualified and balanced candidates for appointment to the Board and its committees to ensure effective oversight of the Group’s affairs;

(c) Recommending updates to policies relating to Board membership;

(d) Overseeing succession planning for key Executive Management roles, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO);

(e) Supervising matters relating to the remuneration of Board members, Board committee members, and Executive Management;

(f) Evaluating the performance of the Board and Executive Management; and

(g) Providing recommendations to the Board regarding annual bonuses and salary adjustments for employees.

All members of the NRC adhere to the Company’s information-sharing protocol, which sets out guidelines concerning material non-public information and insider trading.

Members of the NRC acknowledge their accountability for the effectiveness of the nomination and remuneration frameworks under their oversight, regularly reviewing operational mechanisms to ensure their adequacy. The NRC Chairperson further recognises responsibility for overseeing the NRC’s policies, reviewing its processes, and ensuring the overall effectiveness of its functions.

NRC Composition and Meetings

In accordance with its Charter, the NRC comprises a minimum of three (3) Non-Executive Board Members and a maximum of five (5) members, of whom at least two (2) are Independent Board Members. The NRC is chaired by an Independent Director and meets at least once annually, with additional meetings convened as required to address Company matters within its mandate.

Key NRC Focus Areas in 2025

The NRC reviewed and approved the remuneration of the Board Secretary, ensuring alignment with the scope of responsibilities, governance requirements, and applicable regulatory standards.

The Investment Committee (IC), established by the Board, continues to oversee and provide strategic guidance on the Group’s investment activities, including mergers, acquisitions, and strategic partnerships.

IC Composition

As at 31 December 2025, the IC comprised the following Board and other members:

1. H.E. Abdulhamid Mohammed Saeed Alahmadi – Chairperson;

2. H.E. Jameela Al Muhairi – Member;

3. H.E. Rima Al Mokarrab – Member; and

4. H.E. Khalifa Al Mazrouei – Member.

The IC is composed of three (3) Non-Executive Directors and one (1) advisory member with diverse experience in finance, governance, public policy, and investment oversight. IC Members are appointed for an initial term of three (3) years from the date of appointment.

The IC ensures that all investment decisions are aligned with the Group’s strategic objectives and risk management framework. The IC is granted full access to all relevant investment-related information, documentation, and management analysis necessary to discharge its responsibilities.

The Board and Executive Management are required to respond promptly to the IC’s inquiries and provide relevant information to support informed decision-making.