Those who are willing to nominate themselves for the board of Directors’ membership must submit their candidacy applications in accordance with the details contained in this announcement.

The applicants must satisfy the terms and conditions included in the companies act issued by the Ministry of Commerce and Investment and Corporate Governance Regulations issued by Capital Market Authority (CMA), conforming to the company’s bylaws as well as the standards, criteria and procedures of the board membership that has been approved by General Assembly.

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1- Fulfill of Board of Directors membership’s general conditions and the nomination requirements contained in the standards, criteria and procedures of the Board of Directors’ membership approved by the General Assembly of the Company (attached).

2- Submit during the period specified in the announcement a written letter (as per the attached form) signed by the candidate declaring his\her desire to be nominated for the board of directors’ membership, accompanied by his\her biography, qualifications and practical experiences.

3- Attach clear photocopies of valid national ID card, family card and a passport (for non-Saudi), or commercial registration for the entities that want to nominate their representatives as well as educational qualifications and the contact details (Tel., Cell and email).

4- All relevant paper and supporting documents must be submitted in Arabic, otherwise having an Arabic translated copies if it was in any other foreign language

5-. Obtain an equivalent qualification that allow him fulfilling his board responsibilities.

6- Have enough time to effectively participate in the board and permanent committees.

7- Have knowledge, qualifications and practical experience that contribute in enhancing FIPCO performance as well as having related experience of FIPCO main activities.

8- Have a good reputation and behavior and must not be convicted of a crime that violates honor, honesty, morality or criminal judgment.

9- Shall not simultaneously serve on more than five listed joint stock companies.

10- Potential Independent members shall not have any of issues affecting Independence in accordance with the Corporate Governance Regulations issued by Capital Market Authority.

11- Submit Form No. (1) CV (attached).

12- Fill out and sign CMA Form No. (3) the applicant resume for the board membership nomination which can be obtained from the CMA website:

https://cma.org.sa/_layouts/15/download.aspx?SourceUrl=/RulesRegulations/FormsSite/Documents/Form3.doc

13- Submit a statement containing details of the number and dates of his/her memberships on the boards of directors of other joint stock companies and the committees that he\she have assumed or still a member of, and stating the nature of membership.

14- If the candidate has previously held the membership of FIPCO Board of Directors, he/she must attach to the candidacy application a statement from the company about the last session in which he was a member of the Board, including the following information:

– The number of board meetings that took place during each of the years of the session, the number of meetings attended by the member on his own behalf, and his attendance rate for the total meetings.

– The permanent committees in which the member participated in, the number of meetings held by each of those committees during each year of the session, the number of meetings he attended, and the percentage of his attendance to the total meetings.

15- The candidate shall disclose to the Board of Directors and to the General Assembly on any cases of conflict of interest according to the procedures specified by the CMA regulations that might be one of the following:

– Involving is FIPCO contacts and transactions (direct or indirect).

– Competing FIPCO in any areas of FIPCO main activities.

According to FIPCO bylaws, each shareholder has the right to nominate himself or another person or more for membership of the Board of Directors according to the percentage of his ownership in the company’s capital, and the voting in the General Assembly (which will be decided later), will be limited to those who have nominated themselves for the board of director membership in accordance with the specific regulations by using the Cumulative voting system.

It’s worth to mention that the nomination and remuneration committee will consider the above referred terms and conditions when reviewing the candidacy applications, ignoring incomplete applications and giving the priority to the persons with the appropriate skills needed in the board and taking into consideration to the diversity of scientific qualifications and practical experiences of the candidates with paying more attention to coping up with governance regulations in terms of the classification of board membership, as the one third of the members must be independent while the most of them must be non-executives.