Nomination of external auditors and Audit Committee

There is no contradiction between the recommendations of the audit committee and the decisions of the board of directors. A member of the board of directors may not represent more than one member at the same meeting;

Exercising the functions of the board of directors

The Council decides by circulation and urgent matters that it presents to all members, unless one of the members requests the council meeting for deliberation in writing. Those decisions will be issued by the majority of the votes of the members of the Council, and these decisions will be presented to the Council in the upcoming meeting to be recorded in the minutes of the meeting.

Policies and standards of the membership of the company Board of Directors

The nominee shall be professionally capable and has the required experience, knowledge,

The nominee shall not be a board member of more than 5 listed joint stock companies

Procedures of the Company board membership

Vacancy of Board Membership

If it is proven to the board that a board member has neglected his duties to the detriment of the company's interests or provided misleading or incorrect information during the nomination, the board may dismiss him and appoint a replacement for him, if such an appointment is made. accompanied by the approval of the general meeting. Membership of the board ends in accordance with what is stipulated in section (18) of the company's articles of association and other relevant provisions.

Board Charter and Standards of membership of Board of Directors before amendments

Board Charter and Standards of membership of Board of Directors

Introduction

Board of Directors Duties and Responsibilities

The company’s board of directors bears responsibility for its work, even if it delegates to committees, bodies, or individuals to exercise some of its powers

The Board of Directors has a responsibility to protect the Company from illegal, abusive or improper acts and practices

The main functions of the board of directors

Establishing the company’s main plans, policies, strategies and objectives, supervising their implementation and reviewing them periodically, and ensuring the availability of the human and

Develop, review and direct the company's comprehensive strategy, main work plans, and risk management policies and procedures
Determining the optimal capital structure for the company, its strategies and financial objectives, and approving all kinds of discretionary budgets
Supervising the main capital expenditures of the company, and owning and disposing of assets
Setting performance objectives and monitoring implementation and overall performance in the company
Periodically reviewing and approving the organizational and functional structures of the company

Setting systems and controls for internal control and general supervision over them, including

Develop a written policy to address actual and potential conflict of interest cases for each of the members of the Board of Directors, executive management and shareholders, including misuse of the
Ensure the integrity of the financial and accounting systems, including those related to the preparation of financial reports
Ensuring the application of appropriate control systems to measure and manage risks, by developing a general perception of the risks that the company may face, creating an environment familiar with the
Annual review of the effectiveness of the company's internal control procedures

Preparing clear and specific policies, standards and procedures for membership in the Board of Directors - in a manner that does not conflict with the mandatory provisions of these regulations - and
Develop a written policy regulating the relationship with stakeholders in accordance with the provisions of this regulation
Establishing policies and procedures that ensure the company's compliance with laws and regulations and its commitment to disclosing material information to shareholders, creditors and other
Supervising the company's financial management, its cash flows, and its financial and credit relations with third parties
Propose to the extraordinary general assembly what it deems appropriate regarding the following

Increase or decrease the company's capital
Dissolving the company before the term specified in the articles of association or deciding its continuation

Proposing to the Ordinary General Assembly what it deems appropriate regarding the following

The method of distributing the company's net profits
Preparing and approving the company’s interim and annual financial statements before publishing them

Preparing and approving the Board of Directors’ report before its publication
Ensuring the accuracy and integrity of the data and information to be disclosed, in accordance with the applicable disclosure and transparency policies
Establishing effective communication channels that allow shareholders to see on a continuous and periodic basis the various aspects of the company's activities and any material developments
Forming committees and determines the duration of the committee, its powers and responsibilities, and how the board will monitor them
Determining the types of remunerations granted to the company’s employees, such as fixed remunerations, performance-related remunerations, and remunerations in the form of shares, in a
Setting the values and standards that govern work in the company

The dissolution of the company before the term defined in the statute or the determination of its continuation. Use of the company's consensual reserves in case it was formed by the extraordinary general assembly and was not divided for a specific purpose.

Distribution of duties and tasks

Approving the internal policies related to the company’s work and its development, including defining the tasks, duties and responsibilities assigned to the various organizational levels

The formation of additional reserves or financial assembly and that it is not allocated for a specific purpose.

Separation of positions

Subject to the provisions of the company’s articles of association, the Board of Directors shall appoint from among its members a Chairman and a Vice-Chairman, and may appoint a Managing

It is not permissible to combine the position of Chairman of the Board of Directors or Vice President with any other executive position in the company - including the position of the Managing Director,

The board of directors shall specify the dutiesof the chairman, his deputy, and the managing director - if any - and their responsibilities in a clear and written form if the company's articles of association

In all cases, a person may not have the exclusive authority to make decisions in the company

Supervising the executive management

Develop the necessary administrative and financial policies

Ensure that executive management is operating in accordance with the policies approved by it

Choosing and appointing the CEO, and supervising his work

Setting succession plans for the company's management

Functions and tasks of the executive management

Executing the company’s internal policies and regulations approved by the Board of Directors
Proposing the company’s strategy, annual and interim action plans, investment policies and mechanisms, financing, risk management, and plans for managing emergency conditions and their
Suggesting the optimal capital structure for the company and its financial strategies and objectives
Proposing the company's main capital expenditures and acquisition and disposition of assets
Implementing and monitoring internal controls, including

Implementation of a conflict of interest policy
Proper application of financial and accounting systems, including those related to the preparation of financial reports
Implementing appropriate control systems to measure and manage risks, by developing a general perception of the risks that the company may face, creating an environment familiar with the culture of

Implementing the policies and procedures that ensure the company's compliance with the rules and regulations and its obligation to disclose material information to shareholders and stakeholders

Dissolving the company before the term specified in its articles of association or deciding its continuation
Use of the company's consensual reserves
Formation of additional reserves for the company
The method of distributing the company's net profits

Preparing periodic financial and non-financial reports on the progress made in the company’s activity in light of the company’s strategic plans and objectives, and presenting such reports to the
Managing the daily work and managing its activities, as well as managing the company’s resources in an optimal manner and in accordance with the company’s objectives and strategies
Active participation in building and developing a culture of ethical values within the company
Implementing internal control and risk management systems, verifying the effectiveness and adequacy of those systems, and ensuring compliance with the risk appetite approved by the Board of
Proposing internal policies related to the company’s work and its development, including defining the tasks, duties and responsibilities assigned to the various organizational levels
Providing the members of the Board of Directors, and the non-executive members in particular, and the committees with all the necessary information, data, documents and records, provided that they are

Introducing appropriate control systems for measuring and managing risks, by developing a general perception of the risks that the company may face, creating an environment that is familiar with the culture of detecting the risks that the company may face, creating an environment that is familiar with the culture of reducing risks at the company level and transparent presentation to the board of directors and other stakeholders. Termination of the company before the deadline specified in its articles of association, or a decision on its continuation.

Duties and responsibilities of the Chairman of the Board of Directors

Representing the company before others in accordance with the provisions of the Companies Law and its implementing regulations and the company's articles of association

Encouraging the members of the Board to exercise their duties effectively and in the interest of the company

Holding meetings on a regular basis with non-executive board members without the presence of any executive in the company

Informing the Ordinary General Assembly, when it is convened, of the business and contracts in which a member of the Board of Directors has a direct or indirect interest, provided that this notification

Appointing the CEO after the end of his services as Chairman of the Board of Directors

Principles of honesty and loyalty

Loyalty: The member of the board of directors avoids transactions that involve a conflict of interest, while verifying the fairness of the transaction, and observing the provisions relating to conflict of

Care and attention: by performing the duties and responsibilities stipulated in the Companies Law, the Capital Market Law and their Implementing Regulations, the Company’s Articles of Association

Duties of board members

Submitting proposals to develop the company's strategy
Reviewing the company's performance reports
Determining the appropriate levels of remuneration for members of the executive management
Participation in the development of the succession and replacement plan for the company's executive positions
Allocate sufficient time to carry out his responsibilities, and to prepare for and participate in the meetings of the Board of Directors and its committees effectively, including asking related questions
Informing the Board of Directors completely and immediately of any personal interest it has, whether direct or indirect, in the business and contracts that are carried out for the company’s account,
Informing the Board of Directors fully and immediately of his participation - direct or indirect - in any business that would compete with or compete with the company - directly or indirectly - in one of
Not divulging or disclosing any secrets discovered through his membership in the Board to any of the company’s shareholders - unless this is during the meetings of the General Assembly - or to third
Awareness of his duties, roles and responsibilities arising from membership
Develop his knowledge in the field of the company's activities and business and in the related financial, commercial and industrial fields

Based on this interest, regardless of whether this interest is financial or non-financial, and this member shall not participate in the vote on any decision taken in this regard in accordance with the provisions of the Companies Act, the Capital Markets Act and their implementing regulations.

Duties of an independent member

Supervising the development of corporate governance rules, and monitoring the implementation of them by the Executive Management

Board of Directors working procedures

Board meetings

Subject to the provisions of the Companies Law and its implementing regulations, the Board of Directors shall hold regular meetings to effectively carry out its duties, and also hold its meetings

The Board of Directors holds at least four meetings per year, with no less than one meeting every three months

The board of directors meets at the invitation of its chairman or at the request of two of its members

The meeting shall not be valid unless attended by at least four members, including the chairman of the board or his representative, unless the company's articles of association provide for a larger

Board members' notes

If any of the members of the Board of Directors has comments about the performance of the company or any of the presented topics and they have not been decided upon at the Board meeting,

Organizing attendance at board meetings

The process of attending the Board of Directors’ meetings must be regulated, and members’ irregular attendance at such meetings must be dealt with according to company’s law

An independent member of the board of directors must ensure that he attends all meetings in which important and fundamental decisions affecting the company's position are taken

Board meeting agenda

The Board of Directors shall approve the agenda when it convenes. In the event that any member objects to this schedule, this must be recorded in the minutes of the board meeting

Each member of the Board of Directors has the right to suggest adding any item to the agenda

Exercising the functions of the board of directors

The board of directors shall exercise its powers and duties in leading the company within the framework of prudent and effective controls that allow the measurement and management of risks and

The Board of Directors shall set an internal policy that outlines the work procedures in the Board of Directors and aims to urge its members to work effectively to abide by their responsibilities towards

The Board of Directors shall organize its work and allocate sufficient time to carry out the tasks and responsibilities entrusted to it, including preparing for the meetings of the Board and committees, and

The secretariat of the board of directors

Documenting the meetings of the Board of Directors and preparing minutes for them that include the discussions and deliberations, indicating the place and date of the meeting and the time of its
Keeping the reports submitted to the Board of Directors and the reports prepared by the Board
Providing the members of the board of directors with the board's agenda, working papers, documents and information related to it, and any additional documents or information requested by any board
Verify that the members of the Board of Directors adhere to the procedures approved by the Board
Informing the members of the Board of Directors of the dates of the Board’s meetings sufficiently before the specified date
Circulating the minutes of the Board’s meetings to the members for approval within five to seven working days. The Secretary shall send the minutes of the meeting within three working days in cases
Verify that the members of the Board of Directors obtain a complete and prompt copy of the minutes of the Board meetings and information and documents related to the company
Coordination between the members of the board of directors
Organizing a record of disclosures of the members of the Board of Directors and the Executive Management
Carrying out correspondence and correspondence on behalf of the Board of Directors and according to the directives of the Board of Directors or its Chairman
Maintaining the confidentiality of information and all documents of the Board of Directors, shareholders' assemblies and other related documents
Contacting the relevant government agencies and coordinating with them to hold shareholders’
Providing assistance and advice to the members of the Board of Directors
The Secretary of the Board of Directors may not be dismissed except by a decision of the Board of Directors

The secretary sends the minutes of the meeting within three working days in cases of working days. The Secretary sends the minutes of the meeting within three working days in cases that require quick completion determined by the Chairman of the Board.

Secretary terms

To have at least five years of relevant work experience

In the case of before signing them, within seven to ten (7-10) working days from the date of the meeting.

Training

Support

Chapter two

Policies and standards of the membership of the company Board of Directors

The nominee shall be professionally capable and has the required experience, knowledge, skill and independence, which enable him/her to perform his/her duties efficiently
The nominee shall have effective ability of communication and strategic thinking
The nominee shall be a person of at least 25 years of age
The nominee shall not be previously convicted of dishonor or dishonesty crime, decided as bankrupt, has made arrangements or conciliation with his creditors or unfit for the Board
The nominee shall not be a board member of more than 5 other joint stock companies simultaneously
The nominee shall not be a government employee
Taking variety of academic qualifications and practical experience into consideration and giving priority of nomination to the required needs of persons having appropriate skills for the board of
The number of independent members shall not be less than one third of the board of directors and the majority of the Board members shall be of Non-Executive Directors
In the case of independent member, the independent member shall not have any case contradicting to independency as mention in article (20) of corporate governance regulation
The board member shall represent all shareholders and shall abide by what realizes the interests of the company in general and not what realizes the interests of the group he represents or the group
The membership of the board member terminates by his resignation, death or by termination by a
The board member must resign before the end of his board membership period if he loses capacity for work as a board member, if he is unable to practice his works or if he is unable to allocate the

The board member must resign before the end of his board member period if he loses the ability to work as a board member, if he is unable to perform his duties or if he is unable to assign the work as a board member, if he is unable to perform his duties or if he cannot allocate the necessary time or effort to carry out his duties in the board. In the event of a conflict of interest, the board member will choose either to obtain a permit from the general meeting that is renewed annually or to resign.

Procedures of the Company board membership

The Committee of Nominations and Remuneration shall coordinate with the executive administration of the company to announce opening nomination for the company board membership
The Committee of Nominations and Remuneration shall submit its recommendation to the board of directors on nomination for the board membership in accordance with the aforementioned policies and
Any shareholder, who is interested in nomination to the company board, shall declare his wish by notifying the company administration in accordance with the applicable laws, regulations, instructions
Any nominee who is a previous board member of a shareholding company should enclose the list of boards where he was a member and the list of standing committees in which he was a member
The Committee of Nominations and Remuneration shall coordinate with the executive administration of the company by sending copies of nominations notices, their attachments and a list
The Committee of Nominations and Remuneration shall carry out any observations provided by the competent authorities on any nominee
The General Assembly shall take into account, when electing members to the Board, the recommendations of the nomination committee and the availability of the personal and professional
Voting in the general assembly on those who are personally nominated in accordance with aforementioned policies, standards and procedures using accumulated voting method
The Company shall notify the Capital Market Authority of the names of the Board members and description of their memberships within five business days from the commencement date of the Board

The General Meeting elects the members of the Board of Directors for the term stated in the Company's articles of association, on the understanding that this term may not exceed three years. When electing members of the Board, the General Meeting will take into account the recommendations of the Nomination Committee and the availability of the personal and professional recommendations of the Nomination Committee and the availability of the personal and professional capabilities necessary to effectively perform their duties. to be carried out on the basis of Article 18 of the corporate governance regulations.

Board Membership Conditions

Leadership ability: that a member of the board of directors possess leadership skills that qualify him to grant powers that lead to motivating performance and applying best practices in the field of effective
The ability to direct: That a member of the Board of Directors has technical, leadership, and administrative ability, speed in decision-making, and assimilation of technical requirements related to
Financial knowledge: The board member should be able to read and understand the financial statements and reports
Health fitness: That the member of the board of directors does not have a health impediment that prevents him from carrying out his duties and responsibilities

The company informs the capital market authority about the names of the members of the board of directors and the description of their membership within five working days from the date of the beginning of the description of their membership in the board of directors within five working days from the date of the beginning of the mandate of the board of directors or from the date of their appointment, whichever is shorter, as well as any changes that may affect their membership within five working days of the occurrence of such changes. In the event that the position of a member of the Board of Directors becomes vacant during the term of membership due to his resignation, dismissal or otherwise (such as death, criminal conviction, disability, bankruptcy, etc.), the Board may appoint a person to replace him on the recommendation of the Nominations and Remuneration Committee , with the temporary appointment of a new member, provided that this appointment is submitted for confirmation at the first meeting of the general assembly and that the new member completes the mandate of his predecessor. membership.

Candidate disclosure of conflict of interest

His participation in a work that would compete with the company, or its competition in one of the branches of the activity he is engaged in

Revision and enforcement of the Charter

Board Charter and Standards of membership of Board of Directors after amendments

The number of members may not be less than three for a period of three years, in accordance with article (17) of the company's articles of association, and the cumulative voting system is followed when the members of the Board of Directors are elected in the general meeting . in accordance with Article (5) of the Implementation Regulations of the Company Law issued by the Capital Market Authority and Article (33) of the Articles of Association of the Company. The general meeting elects the members of the Board of Directors for a period of three years. They are eligible for re-election, unless the Company's articles of association provide otherwise.

Board of Directors’ Duties and Responsibilities

The company's board of directors consists of 7 members elected by the shareholders' meeting. The company's management must notify the capital market authority of the names of the members of the board of directors and their membership description within five working days from the day the board's mandate begins or from the day of their appointment - whichever is earlier - and all changes that occur to their membership within five working days from the date of change.

The main functions of the Board of Directors

Developing, reviewing and directing the company's comprehensive strategy, main work plans, and risk management policies and procedures
Developing a written policy to address actual and potential conflict of interest cases for each of the members of the Board of Directors, executive management and shareholders, including misuse of the
Ensuring the integrity of the financial and accounting systems, including those related to the preparation of financial reports
Preparing clear and specific policies, standards and procedures for membership in the Board of Directors, in a manner that does not conflict with the mandatory provisions of related regulations, and
Developing a written policy regulating the relationship with stakeholders in accordance with the provisions of this regulation
Proposing to the extraordinary general assembly what it deems appropriate regarding the following

Increasing or decreasing the company's capital
Dissolving the company before the term specified in the Bylaw or deciding its continuation
Using the company’s reserves in the event that it was not allocated for a specific purpose in the Company’s Bylaw
Forming additional reserves or financial allocations for the company
Preparing and approving the company’s interim and annual financial statements before publishing them

Forming specialized committees emanating from the Board and determining the duration of the committee, its powers and responsibilities and the number of its members shall be determined in
Notifying the Ordinary General Assembly when convened of the businesses and contracts in which any Board member has a direct or indirect interest; the notification shall include the information
Setting the values and standards that govern work in the company

Approve the internal policies related to the company’s work and its development, including defining the tasks, duties and responsibilities assigned to the various organizational levels
Identify the matters on which the Board reserves the power to decide

Subject to the provisions of the Company’s Bylaw, the Board of Directors shall appoint from its members a Chairman and a Vice-Chairman, and may appoint from its members a Managing Director
It is not permissible to combine the position of Chairman of the Board of Directors or Vice President with any other executive position in the company – including the position of the Managing Director,
The Board of Directors shall specify the duties of the chairman, his deputy, and the managing director – if any – or Chief Executive Officer, and their responsibilities in a clear and written form if
Choose and appoint the CEO, and supervise his work
Holding periodic meetings with the executive management to discuss the course of work and the obstacles and problems encountered, and to review and discuss important information regarding the
Setting performance standards for the executive management in line with the company's objectives and strategy
Reviewing and evaluating the performance of the executive management

Executing the company’s internal policies and regulations approved by the Board of Directors
Proposing the company’s strategy, annual and interim action plans, investment policies and mechanisms, financing, risk management, and plans for managing emergency conditions and
Suggesting the optimal capital structure for the company and its financial strategies and objectives
Proposing the company's main capital expenditures and acquisition and disposition of assets
Suggesting the organizational and functional structures of the company and submitting them to the Board of Directors for approval
Implementing the Company’s Corporate Governance rules effectively, to the extent they do not conflict with the provisions of these Regulations, and proposing amendments thereto if needed
Implementing the policies and procedures that ensure the company's compliance with the rules and regulations and its obligation to disclose material information to shareholders and
Providing the Board of Directors with the information necessary to exercise its duties and making recommendations regarding the following
Suggesting a policy and types of remuneration to be granted to employees, such as fixed remuneration, performance-related remuneration, and remuneration in the form of shares
Preparing periodic financial and non-financial reports on the progress made in the company’s activity in light of the company’s strategic plans and objectives, and presenting such reports to
Managing the daily work and managing its activities, as well as managing the company’s resources in an optimal manner and in accordance with the company’s objectives and strategies
Active participation in building and developing a culture of ethical values within the company
Implementing internal control and risk management systems, verifying the effectiveness and adequacy of those systems, and ensuring compliance with the risk appetite approved by the
Proposing internal policies related to the company’s work and its development, including defining the tasks, duties and responsibilities assigned to the various organizational levels
Suggesting a clear policy for delegating business to it and the method for its implementation
Suggesting the powers to be delegated to it, the decision-making procedures and the term of the delegation, provided that it submits periodic reports on its exercise of those powers
Providing the members of the Board of Directors, and the non-executive members in particular, and the committees with all the necessary information, data, documents and records, provided

The organizational structure of the company should include the definition of terms of reference and the distribution of tasks between the Board of Directors and the executive management in accordance with the best principles and standards of corporate governance, improving the efficiency of the company's decision-making and achieving a balance of powers and authorities between them. Taking into account the powers assigned to the Board of Directors according to the provisions of the Law on Commercial Companies and its implementing regulations, the Executive Management is responsible for the implementation of the plans, policies, strategies and main objectives of the company in order to achieve its objectives.

Competencies and Duties of the Chairman or Chairman’s Deputy of the Board of Directors

Ensuring that the members of the Board obtain – in a timely manner – complete, correct and non-misleading information
Verifying that the Board of Directors discusses all essential issues in an effective and timely manner
Representing the company before others in accordance with the provisions of the Companies Law and its implementing regulations and the Company's Bylaw
Encouraging the members of the Board to exercise their duties effectively and in the interest of the company
Ensuring the existence of channels for effective communication with shareholders and communicating their opinions to the Board of Directors
Encouraging constructive relations and active participation between the board and the executive management and between executive, non-executive and independent members, and creating a
Preparing the agenda for the meetings of the Board of Directors, taking into account any issue raised by a member of the Board of Directors or raised by the auditor, and consulting with the
Holding meetings on a regular basis with non-executive board members without the presence of any executive in the company
In addition to the above, the chairman of the board or Chairman’s Deputy is responsible for the relevant duties mentioned in the matrix of powers approved by the Board of Directors
Loyalty: The member of the Board of Directors avoids transactions that involve a conflict of interest, while verifying the fairness of the transaction, and observing the provisions relating to conflict of
Care and attention: By performing the duties and responsibilities stipulated in the Companies Law, the Capital Market Law and their Implementing Regulations, the Company’s Bylaw and other relevant

Submitting proposals to develop the company's strategy
Monitoring the performance of the executive management and the extent to which it achieves the company's goals and objectives
Reviewing the company's performance reports
Verifying the integrity of the company's financial statements and financial information
Verifying that the company's financial control and risk management systems are strong
Determining the appropriate levels of remuneration for members of the executive management
Expressing an opinion on the appointment and dismissal of members of the executive management
Participation in the development of the succession and replacement plan for the company's executive positions
Full compliance with the provisions of the Companies Law and the Capital Market Law and their implementing regulations and related regulations, and the Bylaw, when exercising his
Attending the meetings of the Board of Directors and the General Assembly, and not being absent from them except for a legitimate excuse notified to the Chairman of the Board in
Allocating sufficient time to carry out his responsibilities, and to prepare for and participate in the meetings of the Board of Directors and its committees effectively, including asking related
Studying and analyzing all information related to the matters looked into by the Board before expressing an opinion on the same
Enabling other members of the Board of Directors to express their opinions freely, and urging the board to deliberate on topics and to survey the opinions of specialized members of the
Informing the Board of Directors completely and immediately of any interest it has, whether direct or indirect, in the business and contracts that are carried out for the company’s account,
Informing the Board of Directors fully and immediately of his participation – direct or indirect – in any business that would compete with or compete with the company – directly or indirectly
Not divulging or disclosing any secrets discovered through his membership in the Board to any of the company’s shareholders – unless this is during the meetings of the General Assembly –
Acting on complete information, in good faith, with due diligence and care, for the benefit of the company and all shareholders
Awareness of his duties, roles and responsibilities arising from membership
Developing his knowledge in the field of the company's activities and business and in the related financial, commercial and industrial fields
Resignation from the membership of the Board of Directors in the event that he is unable to fully fulfill his duties in the Board

Expressing an independent opinion on strategic issues, company policies and performance, and appointing members of the executive management
Verifying that the interests of the company and its shareholders are taken into consideration and presented in the event of any conflict of interest

Monitoring the performance of executive management and the extent to which it achieves the company's goals and objectives. Participation in the development of the succession and replacement plan for the company's executive positions.

Board of Directors’ working procedures

The Board of Directors meets at the invitation of its Chairman or at the request of a member of its members. The invitation to the meeting must be sent to each member of the board at least five days
The meeting shall not be valid unless attended by half of the Board members (by themselves or on behalf/delegation), provided that the number of attendees shall not be less than three including the
Board resolutions are issued by the majority of the votes of the members of the board present (authenticity or on behalf of) at the meeting, and if the votes are equal, the vote of the chairman is
If any of the members of the Board of Directors have comments about the performance of the company or any of the presented topics and they have not been decided upon at the Board meeting,
If a member of the Board of Directors expresses an opinion different from the board’s decision, it must be recorded in detail in the minutes of the board meeting

An independent member of the Board of Directors must ensure that he attends all meetings in which important and fundamental decisions affecting the company's position are taken

If any member objects to this schedule, this must be recorded in the minutes of the council meeting.

Exercising the functions of the Board of Directors

The Board of Directors shall exercise its powers and duties in leading the company within the framework of prudent and effective controls that allow the measurement and management of risks and

The secretariat of the Board of Directors

Providing the members of the Board of Directors with the board's agenda, working papers, documents and information related to it, and any additional documents or information requested by any
Verifying that the members of the Board of Directors adhere to the procedures approved by the Board
Presenting the draft minutes to the members of the Board of Directors to express their views on them before signing them, within seven to ten working days from the date of the meeting. In the event that
Circulating the minutes of the Board’s meetings to the members for approval within five to seven working days. The Secretary shall send the minutes of the meeting within three working days in cases
Verifying that the members of the Board of Directors obtain a complete and prompt copy of the minutes of the Board meetings and information and documents related to the company
Coordination between the members of the Board of Directors
Organizing a record of disclosures of the members of the Board of Directors and the Executive Management
Contacting the relevant government agencies and coordinating with them to hold shareholders’
To have a university degree in law, finance, accounting or its equivalent, and to have relevant practical experience of no less than three years

The company is also strengthening the training mechanisms so that the members of the Board of Directors and the executive management receive continuous training programs and courses in order to develop their skills and knowledge in the areas related to the company's activities. The executive management of the company shall provide the members of the Board of Directors, in particular the non-executive members, and the committees of the company, with all the necessary information, data, documents and records, provided that they are complete, clear , true and not misleading. , and in due time, to enable them to perform their duties and responsibilities.

Evaluation

The nominee shall be professionally capable and has the required experience, knowledge, skill and independence, which enable him/her to perform his/her duties efficiently, in accordance with the
The nominee shall not be a board member of more than 5 listed joint stock companies simultaneously
Taking a variety of academic qualifications and practical experience into consideration and giving priority of nomination to the required needs of persons having appropriate skills for the Board of
The number of independent members shall not be less than one third of the Board of Directors and the majority of the Board members shall be Non-Executive Directors
In the case of independent member, the independent member shall not have any case contradicting to independency as mentioned in article (19) of corporate governance regulation
The membership of the board member terminates by his resignation, death or by termination by a general assembly decision rendered by 51% votes of the shares represented in the meeting or if the
The Committee of Nominations and Remuneration shall submit its recommendation to the Board of Directors on nomination for the board membership in accordance with the aforementioned policies
The General Assembly shall take into account, when electing members to the Board, the recommendations of the nominations committee and the availability of the personal and professional
The Company shall notify the Capital Market Authority of the names of the Board members and description of their memberships within five business days from the commencement date of the Board
Leadership ability: that a member of the Board of Directors possess leadership skills that qualify him to grant powers that lead to motivating performance and applying best practices in the field of effective
Efficiency: That the member of the Board of Directors possesses the appropriate academic qualifications, professional and personal skills, level of training, practical experience relevant to the
Health fitness: That the member of the Board of Directors does not have a health impediment that prevents him from carrying out his duties and responsibilities
Existence of a direct or indirect interest in the business and contracts made for the benefit of the company

Health fitness: That the member of the Board of Directors has no health impairment that prevents him from carrying out his duties and responsibilities. No amendment, deletion or addition of articles to these articles of association may be made without the approval of the company's board of directors and the general meeting.

Audit Committee Charter

Summary of the most important changes

Articles before change Articles after change

At least one (1) of the members of the Commission must be well versed in financial and accounting issues. The Board of Directors will nominate three members for membership in the Audit Committee at the Ordinary General Assembly.

Induction

Implementation of the Capital Markets Authority's instructions and its published updates regarding the appointment of the external auditors. Recommends to the Board the appointment and replacement of the CIA and proposes his/her remuneration.

Audit Committee Charter before amendments

The purpose of the audit committee charter (the "charter") is to determine the composition, responsibilities and duties of the committee and to define the committee's interaction with shareholders, the board of directors ("the board") and the administration in accordance with the company's articles of association. Sending all minutes of committee meetings to the board of directors via the secretary of the board of directors.

Audit Committee Charter after amendments

Informing the members of the Commission about the procedures and decisions taken to address urgent issues related to the internal audit department. Continuous coordination with the secretary of the Board of Directors for the establishment of the recommendations of the Commission and others.

Nomination & Remuneration Committee Charter

Purpose

Appointment, Composition and Qualification

If the secretary of the committee does not receive any comments or visions within ten) working days of receipt of the draft minutes, this is considered as confirmation of approval. All discussed topics and decisions of the committee are recorded in the minutes of the meetings.

Meetings and Quorum

No member of the Board of Directors or Executive except the Secretary or a member of the Committee shall attend the meetings of any Committee unless such Committee requests his/her opinion or advice.

Reporting

Nomination & Remuneration Committee Charter before amendments

To review and make recommendations to the Board of Directors on various matters relating to the appointment and performance of the Board of Directors, the Committees and the Executive Management. Recommending to the Board of Directors the remuneration policy for the members of the Board of Directors and its committees and for the Executive Management.

Appointment, Composition and Qualification

The members of the commission are appointed by the board of directors for a period that coincides with the mandate of the board of directors. The final minutes are approved and signed by the president and members of the committee and the secretary.

Responsibilities and Duties

Each committee meeting should be followed by the submission of a detailed report on the results of the meeting to the board of directors. Making recommendations to the Board of Directors regarding the remuneration of its members, committee members and executive management in accordance with the approved policy.

Nomination of Board members

Developing and recommending to the Board of Directors for approval an annual performance review process for the Board of Directors, its members, the Company Committees and Executive Management. The Committee annually submits a remuneration report to the Board of Directors for approval;

Remuneration Policy

Assessing the structure of the Board of Directors and Executive Management and making recommendations regarding changes that can be made to this structure; Organizing the granting of company shares to members of the Board of Directors and Executive Management, whether newly issued or purchased by the company.

Resources and Authority

Subject to the functions performed by the members of the Committee, in addition to their functions as members of the Committee or committees formed by the Committee, the Committee members shall be paid additional remuneration in connection with their appointment as members of the Nominations and Remuneration Committee. , is determined in accordance with the remuneration policy for the members of the board of directors and its committees, which is approved by the general meeting. The commission also proposes a payment to the secretary of the commission, which is approved by the board of directors.

Ownership and preservation of the document

The Chairperson of the Committee shall receive a further fee in addition to his/her remuneration as a member based on the recommendation of the Nomination and Remuneration Committee.

Adoption and Changes to the Charter

General provisions

Nomination & Remuneration Committee Charter after amendments

Pursuant to the powers vested in the Board, the Board may accept the resignation of any member of the Committee. These articles of association must be approved by the general meeting following a recommendation from the board of directors.

Policy For Remuneration of Board of Directors, Its Committees and Executive Management

SCOPE OF APPLICATION

RULES OF REMUNERATION DETERMINATION FOR BOARD OF

COMMITTEES

REMUNERATION UPON TERMINATION

TERMINATION

Policy For Remuneration of Board of Directors, Its Committees and Executive Management before

POLICY FOR REMUNERATION OF BOARD OF DIRECTORS, ITS COMMITTEES AND EXECUTIVE MANAGEMENT

PURPOSE
POLICY OBJECTIVES AND PRINCIPLES
RULES OF REMUNERATION DETERMINATION FOR BOARD OF DIRECTORS AND BOARD COMMITTEES
REMUNERATION UPON TERMINATION
EXECUTIVE MANAGEMENT REMUNERATION
GRANT OF SHARES
ENTRY INTO EFFECT AND REVIEW
DISCLOSURE

The recommendations of the NRC and the Board of Directors will be consistent with laws, regulations, corporate bylaws and applicable policies, including this policy; The board may determine a different amount of such compensation based on recommendations from the NRC.

Policy For Remuneration of Board of Directors, Its Committees and Executive Management after

Support for the company in adapting to the competitive pressures of the sectors in which it operates; Aligning the interests of members with the long-term interests of the company and its shareholders.

Proposed amendments of the Bylaw before and after the amendment

Article before amendment Article After amendment Clause 4: Participation and Ownership in

Companies

Clause 4: Participation and Ownership in Companies

Clause (7): Capital

Clause (10): Issuance of Shares

Clause (11): Shares’ Trade

Clause (13): The Company Repurchasing Its Shares, Selling and Mortgaging Them

The company may purchase its ordinary shares with the approval of the

The company may repurchase its shares whether to use them to reduce its capital or

The company may repurchase its shares for the purpose of allocating them to the

The company may sell treasury shares with single or multiple stages in accordance

The company may mortgage its shares as a guarantee for debt in accordance with the

Without prejudice to other relative laws and regulations, whoever is entitled to own

Clause (13): The Company Repurchasing its shares, Selling and Mortgage them

The company may purchase its shares or mortgaging it with the approval of the
The company may repurchase its shares whether to use them to reduce its capital or as
The company may repurchase its shares for the purpose of allocating them to the company
The company may sell treasury shares with single or multiple stages in accordance with
The company may mortgage its shares as a guarantee for debt in accordance with the
Without prejudice to other relative laws and regulations, whoever is entitled to own the

The company shall issue a share certificate, as it shall be with serial number and signed by the chairman of the board of directors or any person who authorizes the members of the board of directors to do so, and it shall bear the stamp of the company, while the share will include in particular: the number and date of the ministerial decree issued with the authorization to establish a company, the number and date of the ministerial decree issued with the announcement of the incorporation of the company, capital value, number of shares distributed thereon, nominal share value, amount paid from it, company purpose in brief and its head office and its duration. The shares may be provided with coupons with a serial number stating the number of shares attached.

Clause (15): Capital Increase

Clause (14): Capital Increase

The Extraordinary General Assembly has the right - in all cases - to distribute the shares issued with the capital increase or a part thereof to the employees of the company and related companies or some of them. The Board of Directors - or those who delegate it - must inform the shareholder, the owner of the shares, at the time of issuing the decision of the extraordinary general assembly to agree on the means of modern technology.

Clause (16): Capital Reduction

The new shares are distributed to the holder of priority rights who requested the subscription with the percentage of their ownership of priority rights of total priority rights resulting from the capital increase, provided that what they obtained is not more than what they requested of new shares and the rest of the new share will be distributed to the holder of priority rights who requested more than their share with their ownership percentage of priority rights of total priority rights arising from the capital increase provided that what they obtained is not more than what they requested not. new shares and the remaining shares will be offered to others, unless the Extraordinary General Meeting decides or the Capital Markets Act determines otherwise. The shareholder may not exercise the priority rights on the company issue of shares allocated to workers.

Clause (15): Capital Reduction

Only in the latter case can the company capital be reduced to less than that stated in Section 54 of the Companies Act, and the decision must only be issued after reading the audit report for the reason that requires it and the obligations incumbent on the company and the company. the effect of reduction on these obligations, taking into account the requirements of the Companies Act, since the decision must indicate the method of reduction and whether the reduction was a result of the capital exceeding the needs of the company, and the creditors must be invited to present their objections to this within sixty days from the date of publication of the reduction decision in the daily newspaper distributed in the country where the company's head office is located. Only in the latter case can the company's capital be reduced to below what is stated in section (59) of the Companies Act, and the decision can only be made after reading a statement at the general meeting, which the board of directors observes, the reasons for the company's reduction and obligations and the effect of the reduction in fulfillment thereof, and this statement is attached to a statement from the company's auditor, as well as whether the reduction was due to the capital exceeding the company's needs and the creditors. are invited to submit their objections to this within sixty days from the date of publication of the reduction decision in the daily newspaper distributed in the country where the company's head office is located.

Clause (17): Members of Board of Directors

If one of them objected and submitted his documents on that day, the company must pay him the debt, if it is immediate, or give a sufficient guarantee for payment, if this debt is postponed.

Clause (16): Members of Board of Directors

Clause (18): Board Membership

Clause (17): End of Board Membership

The Board of Directors shall call the Ordinary General Assembly to convene well
If the chairman and members of the Board of Directors retire, they must call the Ordinary
A member of the Board of Directors may retire from the membership of the Board by
If the position of a member of the board of directors of a joint-stock company becomes
If the necessary conditions for the validity of the meeting of the Board of Directors are not
In the event that the Board of Directors is not elected for a new term or the required

The board must include the name of the applicant and the reasons for calling the ordinary general meeting. It is required to elect a board to replace him before the expiry of the aforementioned continuity period.

Clause (19): Authorities of the Board of Directors

The board of directors may choose from among its members a managing director and /

He has experience and sufficiency, provided that he notifies the Trade Register and the Authority within 15 days of the date of appointment, and that the appointment is submitted to the ordinary general meeting at its first meeting, and the appointed member completes the term of his predecessor. And such authority and number as it deems fit shall be that which shall supervise the management of the company and call the general meeting to convene within ninety days; To elect a new board of directors or to complete the necessary number of board members depending on the circumstances or to request the dissolution of the company.

Clause (18): Authorities of the Board of Directors

The board of directors may assign any of its authorities granted by the applicable laws in

In all cases, the board has the right to terminate or modify all or part of the powers granted to an entity, whether an individual or a committee. The board of directors may delegate any of its powers granted by applicable law.

The board of directors may delegate any of its authorities granted by the applicable laws in

The board of directors may form commissions from among its members or third parties that it deems suitable for the permanent or temporary performance of certain tasks assigned to it by the board of directors. The Board of Directors determines the powers and working methods of these commissions, determines their powers and the number of members.

Clause (20): Remunerations of Board of Directors

Clause (19): Remunerations of Board of Directors

Clause (21): Chairman of the Board of Directors, Executive Chairman and

Clause (20): Chairman of the Board of Directors, Vice-Chairman, Executive

Calling for board and general assembly meetings, chairing and managing board
Representing the company in official and media forums
He shall represent the Company in its relations with others and before
He shall Represent the company in its relations with others, government and
He shall also have the right to issue legal agencies on behalf of the
Representing the company in the sale and purchase of real estate, lands,
Representing the company for opening accounts and credits and extending
Representing the company in signing all banking facilities agreements,
Representing the company in establishing companies with the right
Sign agreements and instruments before the notary and official
The other powers and responsibilities granted to him by the Board of

The deputy chairman of the board replaces the chairman of the board in his absence. The deputy chairman of the board replaces the chairman of the board in his absence.

Clause (22) Calling for Board Meetings

The term of membership of the board chairman and the secretary member shall not exceed the term of membership of each of them in the board. They can also always be reappointed, and the board can dismiss them or any of them at any time without prejudice to the right of the dismissed person to compensation if the dismissal took place for an unfair reason or at an unfair time.

Clause (21) Calling for Board Meetings

Clause (23) Quorum of Meetings and Decisions

Clause (22) Quorum of Meetings and Decisions

A written resolution (by circulation) may be issued, signed by all members of the Board of Directors (whether in one document or equivalent separate documents), and these resolutions shall be considered as a resolution issued by the meeting of the Board of Directors is. A written resolution (by circulation) may be issued, signed by a majority of the members of the Board of Directors (either in one document or equivalent separate documents), and these resolutions shall be considered as a resolution issued by the meeting of the Board of Directors, unless one of the members requests the board meeting for deliberation in writing.

Clause (24) Recording of meeting minutes

The decisions of the board of directors are taken by a simple majority vote of the members of the board of directors who are present or represented (authentically or on behalf) at the meeting, and in case of a tie, the side voted for by the president prevails. . The decisions of the board of directors are made by the majority of votes of the members of the board of directors present (in person or on behalf) at the meeting, and in case of a tie, the side for which the president voted prevails.

Clause (23) Recording of meeting minutes

Those decisions will be issued by the majority of the votes of the members of the Council, and these decisions will be presented to the Council in the upcoming meeting to be recorded in the minutes of the meeting. member attending the same meeting;. The board of directors can also issue decisions on urgent matters by circulating them to all members, unless one of the members requests in writing the board meeting for deliberation.

Clause (25) Attending Assemblies

Clause (24) Attending Assemblies

Clause (30) Invitation to General Assemblies

Clause (28) Invitation to General Assemblies

The invitation to convene the general meeting will be published at least (twenty-one) days before the fixed date of the meeting in a newspaper distributed in the region where the company's head office is located. The invitation shall include the agenda and a copy of the invitation and agenda shall be sent to the Ministry of Trade and Investment and the Capital Markets Authority for publication within the specified period.

Clause (33) Quorum for the Extraordinary General Assembly

However, it is allowed that the invitation be addressed to all shareholders by registered letter at the specified time.

Clause (31) Quorum for the Extraordinary General Assembly

Clause (34) Voting in Assemblies

Clause (32) Voting in Assemblies

The cumulative voting method is followed for voting on the election of board members in accordance with the Corporate Governance Regulations issued by the Capital Markets Authority and any amendments thereto from time to time. Members of the board may not participate in the voting on the assembly's decisions related to business and contracts in which they have a direct or indirect interest, or which involve a conflict of interest.

Clause (35) Resolutions of the Constituent Assembly and General Assemblies

Clause (33) Resolutions of the General Assemblies

Unless the decision relates to an increase or reduction of the capital or an extension of the company's term or the company's dissolution before the expiry of the period laid down in its articles of association or the company's incorporation into another company or another institution, i.e. the resolution is not valid unless it is made by a three-quarters majority of the shares represented at the general meeting.

Clause (37) General Assemblies Management

Clause (35) General Assemblies Management

Also, this nomination will be presented to the General Assembly during the first meeting of the Regular General Assembly for approval. The board of directors must keep sufficient copies of this report at the headquarters of the company at least (twenty one) days before the date of the meeting of the general assembly, to provide each of the shareholders who want a copy of it.

Clause (42) Appointing the Auditor

Clause (36) Appointing the Auditor

Clause (45) Financial Documents

Clause (39) Financial Documents

A copy of these documents must also be sent to the Ministry of Trade and Investment and to the Capital Market Authority at least (twenty-one) days before the date of the general meeting. A copy of these documents must also be sent to the Ministry of Commerce and the Capital Market Authority at least (twenty-one) days before the date of the general meeting.

Clause (46) Distribution of Dividends

Copies thereof will be deposited at the company's registered office at the disposal of the shareholders at least (twenty-one) days before the scheduled date of the general meeting. The chairman of the board of directors publishes the balance sheet, the profit and loss accounts and the full text of the auditor's report in a newspaper distributed at the company's registered office.

The Ordinary General Assembly may, based on the proposal of the Board of

The chairman of the board must provide the shareholders with the company's accounts, the board's report after signing and the auditor's report, unless they are published in any of the modern technological means.

Clause (40) Distribution of Dividends

From the remainder, a first payment shall be distributed to the shareholders
Subject to the provisions stipulated in Clause (20) of this bylaw and in
The remainder is then distributed to the shareholders as an additional share in
The company may distribute interim dividends to shareholders in a quarterly
The ordinary general assembly shall authorize the board to
The company should be of good and regular profitability;
It has reasonable liquidity and can reasonably expect the level of its
The company has sufficient distributable profits according to

The regular meeting may use the retained earnings and reserves for distribution to pay the remaining amount of the value of the share or its part, if this does not affect the fairness between the shareholders. The board of directors must execute the decision of the general meeting on the distribution of profit to shareholders within 15 working days from the due date of this profit, which is specified in the decision of the general meeting or in the decision of the board of directors. of directors for the distribution of interim profits.

Clause (47) Entitlement to profits and Method of Payment

Clause (41) Entitlement to profits and Method of Payment

Clause (48) Company Continuity

Clause (42) Company Continuity

Clause (49) Filing a Liability Claim

Clause (43) Filing a Liability Claim

Clause (50) Expiration of the Company

Clause (44) Expiration of the Company