Corporate Governance

Based on our culture approach "The Balanced Way", we, in the Savola Group, are committed to exert our best efforts to achieve the international standards & best practices in the area of Corporate Governance (CG) through enforcement of our major initiative "Savola Pledge".

Savola CG Mission:

To enhance corporate value by ensuring that the Group fulfill its commitment to the shareholders, the employees, the communities and all other stakeholders through an effective corporate governance framework and interactive communications with all stakeholders.

Savola CG Vision:

To become a Center of Excellence which provides a source of expertise in corporate governance policies, guidelines, systems and processes and, to become a model worthy to emulate in the MENA region and beyond.

Savola Pledges "Corporate Governance":

These pledges comprise the Group initiatives to comply with values, procedures, and commitments towards its shareholders, employees, suppliers, clients and all others stakeholders. This will be fulfilled through the implementation of Corporate Governance principles which ensure the Group compliance with laws, regulations, and general policies including the Group internal policies & bylaws, those of the Capital Market Authority regulations and other various laws and regulations of the Kingdom, and the International best practices.

The Savola Future Plan in CG field:

The main feature of the plan adopted by the Group is to satisfy the CG (Savola Pledges) requirements and commitment to fulfilling the interests & promises of:

• Shareholders & investors.
• Regulators.
• Employees.
• Customers, venders & suppliers.
• Community at large.

This is in addition to enhancing the relationships and maintaining their interests between these parties and the Group.

The Group is committed to transparency and disclosure principles and the activation of both the Board of Directors and the executive management roles and specifying their responsibilities and areas of accountabilities. Savola is also continuously securing the mechanisms that enhance internal control and risk management.

The plan also aims to comply with CG regulations issued by CMA, as a top priority, in addition to adopting the best international practices in CG field. This is to enhance the culture and implement modern management rules in the Group. In addition, the plan seeks to maintain the application of Islamic values to all the transactions in the Group; and to do its best in order to activate them via adopting the values of honesty, caring justice, conscientiousness, and personal control.- the Savola 'Balanced Way'.

Although there are many differences between corporations, firms have in general begun to realize the importance of corporate governance as a strategic and institutional tool, instead of viewing it as a program for compliance purpose one only and doing it without careful planning.

Accordingly, a real commitment to Corporate Governance (CG) initiative is an important tool for any organization to be successful. It is also considered as one of the most important ways for attaining sustainability in all fields when it is given its actual position within the management structure. Therefore, the Savola Group has established a special team within Corporate Affairs for the management, continuous planning, implementation and monitoring of CG programs.

In addition, the Group Board has adopted CG through the establishment of CG board committee in July 2004. Later on and effective July 1st 2010, the CG committee has been merged with Remuneration and nomination committee to be renamed as Remuneration, Nomination and CG Committee. This committee is responsible for all compensation related to the Board members & top Executives, in addition to all nomination and restructuring and succession planning issues.

The Savola Group has a special department for governance, compliance and Board Affairs and Management of General shareholders Assemblies.

Corporate Governance (CG) & Board Affairs team:

• Elnour Ali Saad, Chief Corporate Governance and Legal Affairs Officer, and Group Board Secretary
• Haitham A. Mahboub, Senior Manager, Corporate Governance.
• Mead Abdulaziz Malibari, Senior Manager, Corporate Governance, Legal, and Board Affairs

Board Oversight of Governance and ESG Matters

The Board of Directors retains ultimate accountability for Savola Group’s governance framework, including oversight of environmental, social, and governance (ESG) matters, as part of its fiduciary responsibilities and long-term value creation mandate. The Board oversees ESG-related strategy, material risks, policies, and disclosures through its established governance structures, supported by delegated responsibilities to relevant Board committees operating under Board-approved mandates.

During the reporting year 2025, the Board and its relevant committees received periodic ESG updates from management covering ESG strategy implementation, material risks, regulatory developments, and progress against defined objectives. These updates supported informed Board oversight and enabled ESG considerations to be incorporated into strategic discussions, investment evaluations, and enterprise risk governance.

Management is responsible for the implementation and day-to-day management of ESG initiatives and reports to the Board and its relevant sub-committees through established governance, monitoring, and escalation channels.

Board Committees, Independence, and Composition

Savola Group’s Board committees operate under formal charters approved by the Board and the Shareholders General Assembly (where applicable) and aligned with the Capital Market Authority (CMA) Corporate Governance Regulations.

Audit Committee – Independence and Composition

Savola Group’s Audit Committee is constituted in accordance with CMA Corporate Governance Regulations, which require Audit Committee members to be independent of executive management. The Committee is composed entirely of non-executive and independent directors.

It is also noted that the current Chairman of the Audit Committee, Mr. Fahad Abdullah Al Kassim, was classified as an Independent Director until June 2022. His status changed to Non-Executive Director effective 1 July 2022 pursuant to Article 19 of the CMA Corporate Governance Regulations, following completion of nine 9 consecutive years of Board service. This classification change and the related non-compliance with Article 51(c) are transparently disclosed in the Company’s Annual Report, together with a clear justification highlighting Mr. Al Kassim’s extensive expertise in finance, accounting, and auditing, and his long-standing contribution to the effectiveness and continuity of the Audit Committee. Putting into consideration, having an independent chairman for this Audit committee is a guidance rule and not mandatory as per CMA regulations.

This no-compliance with such an optional guideline is disclosed annually in the Corporate Governance compliance table (Annual Report 2024, page 150) in line with CMA disclosure requirements.

The Audit Committee includes independent non-executive directors with relevant financial and industry expertise, supporting effective oversight of financial reporting, internal and controls, and risk management. The appointment and qualifications of all committee members including Dr. Jassim Al Rumaihi and Mr. Khalid Al-Solai—both independent directors with sectoral and governance experience—are publicly disclosed through the Annual Report and Tadawul issuer announcements, enhancing transparency regarding committee competence and aligning with MSCI expectations for skill-based committee composition.

Remuneration and Nomination Committee (RNC)

Savola Group’s Remuneration and Nomination Committee is structured to ensure independence from executive management. The Committee is chaired by an Independent Director, with the majority of members classified as independent and the remaining members classified as non-executive directors, and one external industry expert. This composition complies with CMA Corporate Governance Regulations and supports objective oversight of executive remuneration, Board appointments, and succession planning.

Equity Ownership, Trading Restrictions, and Alignment with Shareholders

Non-Executive Director Share Ownership and Trading Controls

Savola Group maintains formal governance controls governing Board members’ equity ownership and trading activities. These requirements are set out in the Company’s Code of Conduct, Anti-Bribery, Anti-Corruption, and Anti-Money Laundering Policies, which collectively restrict Board members from trading in the Company’s shares except in accordance with applicable laws and disclosure requirements.

All Board members’ shareholdings and any changes thereto are publicly disclosed through Tadawul website and annually in the Company’s Annual Report (page 136, section “Description of any interest of the Board Members, senior executives and their relatives”). This framework supports alignment with shareholders while prioritizing market integrity, transparency, and the prevention of conflicts of interest.

CEO Equity Ownership and Trading Restrictions

The same governance and trading restrictions apply to executive leadership, including the Chief Executive Officer (CEO). CEO share ownership and any changes are disclosed through Tadawul Website and in the Annual Report (page 136). Savola Group emphasizes restricted trading, transparency, and disclosure-based alignment as its primary governance mechanism, consistent with local regulatory frameworks and market practices.

Executive Compensation Transparency

Savola Group discloses executive compensation in accordance with CMA regulations and prevailing market norms. Aggregate compensation for senior executives, including salary, incentives, and benefits, is reported annually in the Board of Directors’ Report. The Company provides a clear business rationale for not disclosing individualized executive pay totals, as explained in the Annual Report (page 135, section d-6: “Senior executives’ compensation of Savola Group for 2024”). This approach balances transparency with competitive sensitivity and data protection considerations, and the justification is reviewed and disclosed annually.

Shareholder Rights, Proxy Access, and Voting Equality

Savola Group’s bylaws and governance policies provide shareholders with defined rights to nominate Board members in accordance with applicable laws. These provisions are publicly disclosed under the Company’s bylaws, and the Policies, Standards, and Procedures for the Membership of Savola Group’s Board of Directors, ensuring transparency regarding eligibility, nomination procedures, and governance safeguards.

The Company’s charter and bylaws provide equal voting rights to all shareholders, with no geographic or discriminatory restrictions. Shareholders are entitled to participate and vote in General Assembly meetings, either in person or electronically, in line with Saudi capital market regulations.

Ethics, Integrity, and Whistleblowing Oversight

The Savola Group maintains a documented ethics and integrity framework comprising the Code of Conduct, Anti-Bribery and Anti-Corruption Policy, Anti-Money Laundering Policy, and related procedures, which apply to employees and relevant stakeholders or third parties.

Ethics, whistleblowing, and compliance matters are overseen through a combination of:

• Board-level committees (including the Audit Committee and the Remuneration and Nomination Committee),
• Executive management,
• Human Resources leadership, and
• The Corporate Secretary function.

The Company operates a confidential Integrity Hotline and formal whistleblowing mechanisms that ensure confidentiality, protection against retaliation, and structured investigation procedures. The Board receives periodic updates on ethics, compliance, and whistleblowing matters as part of its governance oversight, supporting effective monitoring of the integrity framework and associated controls.

Disclosure, Internal Controls, and Assurance Readiness

Savola Group applies internal governance and review processes to support the accuracy and completeness of governance and ESG disclosures prior to publication. ESG-related information is subject to internal validation and management review.

While external assurance was not obtained for the reporting period, the Board oversees the governance of ESG disclosures through periodic updates and review of reporting processes, and management continues to evaluate opportunities to further enhance governance maturity and assurance practices in line with regulatory developments and investor expectations.