Board Procedures and Processes

The nomination and appointment of Board members are conducted in accordance with the Company’s Articles of Association, approved Corporate Governance Manual, and the applicable provisions of the SCA Corporate Governance Guide.

Candidates are evaluated against established eligibility and suitability criteria, including:

• Relevant industry and leadership experience;
• Professional competence and qualifications;
• Integrity and ethical standing;
• Absence of conflicts of interest; and
• The ability to devote sufficient time to fulfil Board responsibilities.

The nomination process includes a comprehensive review of professional credentials and required declarations, together with formal vetting procedures. Where nominations are submitted by legal entities, official nomination letters are obtained. The Company’s Nomination and Remuneration Committee (NRC) oversees the evaluation process and submits its recommendations to the Board and, where applicable, to the General Assembly for approval.

The independence of Board members is assessed in accordance with the criteria set out in the SCA Corporate Governance Guide and the Company’s approved governance policies. Each Independent Director provides an annual written declaration confirming continued independence and compliance with applicable regulatory standards

The NRC reviews and monitors independence status on an ongoing basis, including an assessment of any relationships, transactions, or circumstances that may impair objectivity. Board members are required to promptly disclose any change in circumstances that may affect their independence.

The Board operates independently from Executive Management, ensuring a clear separation between oversight and executive functions.

The Company has established formal procedures to identify, disclose, and manage actual or potential conflicts of interest at the Board level.

Board members are required to:

• Disclose any direct or indirect interest in matters presented to the Board;
• Refrain from participating in deliberations or voting on matters in which they have a conflict; and
• Avoid the misuse of confidential information or position for personal benefit.

A Conflict-of-Interest Register is maintained by the Board Secretary and is updated perdiodically to record disclosed interests and the corresponding Board actions. These procedures are detailed in the Company’s approved Corporate Governance Manual.

The Company has established a structured induction programme for newly appointed Board members to ensure they are fully informed of their roles and responsibilities. The induction programme covers:

• The Group’s vision, strategy, and business model;
• Governance framework and Board procedures;
• Key financial, legal, and regulatory obligations; and
• Risk management and internal control structures.

In addition, the Board undertakes periodic training based on an annual training needs assessment. This assessment considers regulatory developments, emerging sectoral risks, and any skill gaps identified through performance evaluations. Board members are encouraged to participate in continuing professional development programmes to enhance their effectiveness.

The Company conducts an annual evaluation of the performance of the Board, its members, and its committees. This evaluation is carried out by the NRC or by the Board Chairman, with the support of the Board Secretary, as appropriate.

In addition, the Board may appoint an independent professional entity, with no interests in or relationships with the Company, its Board members, or Executive Management, to conduct a Board performance evaluation if necessary.

During the financial year ended 31 December 2025, the Board undertook and approved, the following matters in accordance with its Charter and applicable regulatory requirements:

• Reviewed and approved the Company’s quarterly financial statements prior to disclosure to the market;
• Approved the appointment of KPMG as the Company’s statutory external auditor, subject to the required regulatory and General Assembly approvals;
• Reviewed and approved updates to the Company’s corporate governance policies to ensure alignment with applicable CMA requirements and best practice standards;
• Approved the appointment of a new Board Secretary and Senior Regulatory Compliance Manager; and
• Approved the appointment of a new Chief of Staff as part of the Company’s Executive Management framework.

In accordance with the SCA Corporate Governance Guide and the Company’s governance framework, the Board meets four (4) times annually at a minimum.

Board meetings are conducted in accordance with approved procedures governing notice, quorum, agenda circulation, documentation, and minute-taking.

The Board Secretary, Mikhael El Hachem, appointed on 1 August 2025, serves as the rapporteur for Board meetings and is responsible for ensuring proper documentation of proceedings and compliance with procedural requirements.

During 2025, the Board convened five (5) meetings. The below table presents the details of meeting dates, attendance, and proxy participation: