In reference to the authority of SAMA to issue instructions related to financial institutions and their operations in accordance with the provisions... Its law issued by Royal Decree No. (M/36) dated 11/04/1442H"and with reference to the provisions related to the remuneration of board members included in" The Companies Law issued by Royal Decree No. (M/132) dated 01/12/1443 H.", and its implementing regulations issued by the Ministry of Commerce and the Capital Market Authority."

Accordingly, SAMA emphasizes that financial institutions under its supervision must adhere to the aforementioned provisions when determining and disbursing rewards for the members of the Board of Directors and its committees, in addition to the following regulations:

1. The rewards should align with the institution's long-term financial goals, comply with prevailing local customs, and be in line with the institution's financial risk policy.

2. The policy of "Board of Directors and its Committees' Remunerations" should set an upper limit for the remuneration.

3. Members of the Board of Directors are not allowed to vote on the "Board of Directors' remuneration" item in the General Assembly meeting.

4. To provide SAMA with a report on the "total rewards of board members and its committees" at the end of March each year according to the form attached to this circular.

For your information and action accordingly, please update the policy on "Board of Directors and Committee Member Rewards" in accordance with the provisions contained in these regulations within (90) days from the date hereof. Please note that these instructions replace SAMA's instructions previously issued regarding the compensation of chairpersons and members of the boards of directors of local banks, insurance companies, and reinsurance companies. Circular No. (381000063670) dated 14/06/1438 H. Additionally, an electronic copy of the Total Rewards Report Template for the Board of Directors and its committees will be shared with you via email, along with the designated addresses for its regular receipt.

"Annex" or "Appendix"

Report on Total Rewards for the Board of Directors and its Committees.