Gulf Navigation : Governance Report 2022

INTEGRATED REPORT 2022

CONTENTS

Corporate Governance Report 2022

CORPORATE GOVERNANCE PRACTICES DURING 2022

Gulf Navigation Holding PJSC (referred hereafter as "GULFNAV" or "Company") has fully adopted

and implemented the relevant corporate governance rules as set out by Securities and Commodities Authority (SCA), i.e., 7 R.M of 2016 concerning the standards of institutional discipline and governance of Public Shareholding Companies. And the Chairman of Authority's Board of Directors' Decision no. (3/R.M) of 2020 concerning Approval of Joint Stock Companies Governance Guide.

Adopting and implementing the corporate governance framework is a primary objective of both the Board

of Directors (BoD) and the executive management, which helps to ensure compliance with the applicable rules, and regulations, transparency, disclosures, increase shareholder value, protect/safeguard the interest

of stakeholders and mitigating business risks appropriately.

GULFNAV is fully committed to apply the corporate governance standards and other related best practices which have been diligently compiled and documented via 'Corporate Governance Manual', duly approved by the executive management and BoD. This manual governs the activities/ functions of the Company and lays down clear framework, roles and responsibilities of the BoD and its Committees, relationship between the BoD and executive management including the delegations/powers to run the business, code of conduct, external auditors, internal controls environment, investor relations, etc.

GULFNAV rigorously adopts the required procedures/steps which bolsters the corporate governance mechanism within the group, such as (excerpts):

• Amendment of Articles of Association (AoA), where applicable.
• Implementation of Corporate Governance Manual.
• Board Committees as per the corporate governance requirements.
• The Board and its Committees have adhered
  with the required number of meetings (including the duties and responsibilities) as required by the 7 R.M of 2016.
• Procedures pertaining to the trading of Company's securities have also been developed and followed in-line with the SCA guidelines.
• Code of conduct for the BoD and employees have been developed and implemented.
• Confidential reporting policy exists whereby staffs can directly communicate potential misconducts/ malpractices.
• Annually, each board member acknowledges/declares his independency, board positions held in other companies and GULFNAV shares trading transactions.
• Company website exists with dedicated 'investor relations sections', where all the financial statements, disclosures, press releases, etc. are readily available for the stakeholders.

INTEGRATED REPORT 2022

Corporate Governance Report 2022

Board of Directors

(Art. 3, Resolution 7/2016)

The appointment, roles and responsibilities of the Board of Directors of Gulf Navigation Holding PJSC (the "Board" or "Board of Directors") are outlined in DSI's Articles

of Association ("AoA"). Throughout the year, the membership balance criteria set down by Resolution 7/2016 in relation to executive, non-executive and independent members

of the Board was maintained by Gulf Navigation Holding together with an appropriate level of skills, experience and capabilities across the membership.

Board Committees

(Art. 46, Resolution 7/2016)

The Board is empowered to establish Board committees

Nomination and Remuneration Committee

(Art. 47, Resolution 7/2016)

The Nomination and Remuneration Committee assists the Board in discharging its responsibilities in relation

to qualifications, compensation, appointment and succession of the Company's directors and key management personnel. The Committee oversees the Company's nomination process for the Board of Directors and continuously monitors

the independency of the independent members of the Board.

Insiders' Trading, Follow-Up and Supervision Committee

(Art. 33, Resolution 3/2020)

The Board of Directors formed the "Insiders' Trading, Follow- Up and Supervision Committee, for the purpose of maintaining records and submitting periodic statements and reports

BOARD MEMBERS' SHARES TRANSACTIONS/DEALINGS DURING 2022

(INCLUDING FIRST DEGREE RELATION)

POLICY FOR SECURITIES ISSUED BY GULF NAVIGATION HOLDING (INSIDER TRADING)

and to delegate powers to such committees as necessary or appropriate. The Board delegates certain functions

to well-structured committees but without abdicating

its own responsibilities. Board committees are an effective way to distribute work between Board members

and allow for more detailed consideration of specific matters. All the Board committees are functioning

on behalf of the Board and the Board will be responsible for constituting, assigning, co-opting and fixing terms of service for Board committee members.

to the market.

At GULFNAV, there are set of guidelines for Board Members and employees with respect to transactions in GULFNAV shares as well as securities of the parent company, subsidiaries and associate companies (where applicable). This policy is reviewed periodically as part of Company's Corporate Governance Manual and revised in accordance with the latest/updated versions of the SCA's "Regulations as to Disclosure and Transparency" (where applicable). As per the policy, an employee who is familiar with the important, confidential/ undisclosed information which may have

an impact on the market share price has been classified under the category of "Restricted Person". Accordingly, Board Members and Company employees are not allowed to trade in GULFNAV securities during blackout period (or restricted period) as defined by the SCA rules and regulations.

The Company has formed a committee with senior management employees to review and monitor the insiders' shares trading (of board members and employees)

on a periodic basis. The Committee comprises of three members:

• Mr. Abdulrahman Al Afifi - Chairman
• Mr. Yazan S. Maragha - Board Secretary - Member
• Mr. Nader Muqbel - Director of Investor Relations & Corporate Communications - Member

The following tasks have been performed by the Committee during the year 2022:

• Maintenance and regular updating of a statutory register of insiders.
• Formally informs the insiders of the relevant closed periods to ensure that no trading is done by them during those periods.
• Obtains signed declaration from the insiders and the other staff on their Company share trading activities.

INTEGRATED REPORT 2022

BOARD OF DIRECTORS' DEALINGS/TRANSACTIONS IN THE COMPANY SECURITIES

Corporate Governance Report 2022

FORMATION OF BOARD OF DIRECTORS

COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for the overall management of the Company. The Company Articles of Association sets out the way and method of election and composition of Board and the number of its members, as well as their term of office in compliance with governance requirements and applicable Commercial Companies

Law. Board members are elected and appointed

by the shareholders during the General Assembly meeting (GAM); this is either after completing their membership period stipulated by law or as a result of any other cases stipulated by law. The Board is also vested with authorities to attain the Company's goals and objectives in accordance with the Company's Articles of Association.

Name of Member/s

1. Sheikh Theyab Bin Tahnoon Bin Mohammad Al Nahyan

Eng. Abdulla Subhi Atatreh

Mr. Ahmad Kilani2

Dr. Abdul Rahman Al Afifi

Board Position

Chairman

Vice Chairman

Board Member / Managing Director

Board Member

Type / Nature of Membership

Non-Executive/ Independent

Non-Executive/ Independent

Executive

Non-Executive/ Independent

Date

of Appointment

28th April 2022

28th April 2022

28th April 2022

28th April 2022

End of Term

-

-

-

Non-Executive/ Independent

Non-Executive/ Independent

Non-Executive/ Independent

Non-Executive/ Independent

28th April 2022

28th April 2022

28th April 2022

31st August 2020

-

-

-

28th April 2022

1 Mr. Mohamed Alhammadi's board membership ended in April 28, 2022.

1 Mr. Ahmad Kilani was appointed as a managing director in the company pursuant to a decision of the Board of Directors issued at 2nd meeting of the year 2022 dated 13/05/2022.

INTEGRATED REPORT 2022

Corporate Governance Report 2022

THE COMPOSITION/QUALIFICATION AND PROFILE OF BOARD MEMBERS AS AT 31ST DEC 2022:

DR. ABDUL RAHMAN AL AFIFI

BOARD MEMBER

CHAIRMAN OF THE INSIDERS' TRADING, FOLLOW-UP AND SUPERVISION COMMITTEE

MEMBER OF THE AUDIT COMMITTEE

CEO OF H.H. SHEIKH TAHNOON BIN MOHAMMED AL NAHYAN'S OFFICE

Dr. Al Afifi is an entrepreneur and driven Chief Executive, with more than ten (10) years of progressive management experience. He has extensive experience with highly management systems, which require deep understanding

MR. OMAR SAEED ALROMAITHI

BOARD MEMBER

MEMBER OF THE AUDIT COMMITTEE

Mr. Omar Alromaithia graduated from the University of Tampa in the US, with a Bachelor's in Management Information Systems. Has more than 20 years

of experience in Management Information Systems and managing technical projects, and worked for several years as a Senior Protocol Officer at Diwan Sheikh Sultan Bin Zayed Al Nahyan.

His Highness graduated from the United Arab Emirates University in 2004 with a bachelor's degree in Architectural Engineering. He entered the field

of commerce and business administration upon graduation from university and manages his father's businesses

and properties.

He currently holds several positions, including:

• Vice Chairman of Abu Dhabi Insurance Company
• Chairman of City Land Group
• Chairman of Tamakkan Real Estate

Ahmad Kilani is a well-versed finance professional with an overall experience of more than 20 years

in finance, investment banking and corporate finance,

in regional and local firms. The experience of Ahmad Kilani is diversified among sectors of energy, real estate, trading, manufacturing, construction, education and tourism.

Throughout his career, Ahmad Kilani managed several transactions including IPOs, mergers and acquisitions, private placements, restructuring and equity valuations.

Ahmad Kilani is also a board member of Drake & Scull International PJSC.

of critical business drivers in multiple markets

and industries; highly successful in building relationships with upper-level decision makers, seizing control of critical problem areas, and delivering on customer commitments.

As GM / CEO of H.H Sheikh Tahnoon Bin Mohammed Al Nahyan's Office, Dr. Al-Afifi achieved year-after-year revenue and business growth objectives within a rapid- change environment with high professionalism in strategic and implementation planning and guiding and directing the organization through substantial change management utilizing strong and effective strategic leadership.

To become a recognized example proven strong ability to solve complex company problems using excellent judgment and decision-making skills.

Mr. Alromaithi currently serves as the Head of Marketing in Abu Dhabi Sport Council.

MS. MANWA ALAA AL BRICH

BOARD MEMBER

MEMBER OF THE NOMINATION AND REMUNERATION COMMITTEE

Ms. Manwa Al Brich graduated from the American University in Dubai before studying post-graduate Art and Archaeological Studies at the University of Sorbonne, Paris. She completed her education at the House

ENG. ABDULLA SUBHI ATATREH

VICE CHAIRMAN

CHAIRMAN OF THE NOMINATION & REMUNERATION COMMITTEE

Eng. Abdulla Atatreh is highly experienced businessman who started his career in 2000 upon the real estate boom in Dubai. His first ventures were in real estate, but he started engaging in diverse sectors in 2011 including insurance, contracting, shipping and other sectors. Engr. Atatreh has a bachelor's degree in civil engineering from United Arab Emirates University and a master's degree in management from Al Ain University of Science and Technology.

Eng. Atatreh is a Board Member in Drake & Scull International PJSC, a Board member in Dar Al Marefah Commercial Investment, and a Board Member in Anan Investment Holding (Private Join-Stock Company). He

is also an active member of the Board of Trustees at Al Ain University of Science & Technology (AAU).

DR. ABDULAZIZ FAHAD H. ALONGARY

BOARD MEMBER

MEMBER OF THE NOMINATION &

REMUNERATION COMMITTEE

Dr. Alongary holds a bachelor's degree from the United States of America in 1996 and in 2001 he

obtained a doctorate degree in business administration.

He currently serves as a Vice-Chairman of Anan Investment Holding (Private Join-Stock Company), a board member and partner in a group of Saudi companies such as Bunyan Holding Company in Riyadh, BITS- Digital Solutions Company, Industrial Construction Technology Company in Riyadh, and Advanced Solutions for Special Needs based in the United States of America.

Dr. Alongary has practical experience in many commercial and real estate sectors and has contributed to establishing many commercial companies and has extensive experience in many sectors.

Dr. Al Afifi is presently working as a CEO of TMKN Group - Abu Dhabi. Under Private Office of H.H. Sheikh Tahnoon Bin Mohammad Al Nahyan, he is working to manages and directs all business units of TMKN group of companies; Champions the introduction of quality, cost reduction and continuous best practices to drive market growth; and he has a full responsibility for approving business plan and growth strategy, defining offerings and delivery models, establishing partnerships, and building operating infrastructure; develops vision, mission and goals, identify profitability and revenue opportunities, define critical goals and success factors, establish clear objectives

and practical action plans, foster innovation and risk taking, build teams, and establish relationships with vendors and partners. Manages a team of different business units, product managers, business development specialists, and operations / logistics personnel.

Dr. Al Afifi has been appointed to the privet office of H.H Sheikh Tahnoon Bin Mohammed Al Nahyan. He has been an Architectural Engineer and project manager for years. He has been able to manage strategic plans and develop work plans efficiently and professionally. He completed his MBA from UAE University (Al Ain) and his PhD in Project Management from the British University in Dubai.

of Sotheby's in London, gaining deep experience in international trade.

MR. MOHAMED AHMAD ALHAMMADI1

BOARD MEMBER (TERM ENDED)

MEMBER OF THE AUDIT COMMITTEE

MEMBER OF THE NOMINATION &

REMUNERATION COMMITTEE

Mr. Alhammadi holds a bachelor's degree in the field of media (mass communication) from the United Arab Emirates University. He joined the media field in economic journalism at Al-Ittihad newspaper in Abu Dhabi in 1991.

In 2000, he worked for the Ministry of Presidential Affairs as a researcher in the field of studies and research and held the position of Head of Research and Statistics Department until the end of 2016. Mohamed Alhammadi has also served in several institutional governmental committees working in social, economic and other fields.