National Bank of Ras Al Khaimah P S C : Board Remuneration Policy

BOARD REMUNERATION POLICY

The remuneration of the Chairman and Members of the Board is revised annually. The Board Nomination and Remuneration Committee shares its recommendation with the Board, for the approval of RAKBANK ("Bank") Shareholders at the Annual General Meeting.

• 1. General Guidelines

• 1.1 The remuneration of the Chairman and Members of the Board shall consist of fixed compensation comprising the payment of an annual fixed amount approved by the Annual General Assembly. The remuneration may not exceed 10% of net profits for such fiscal year after deducting all consumption and reserves.

• 1.2 Compensation, the payment of the fixed amount to the Member of the Board shall include a part relating to their service on the Board and another part relating to their service on Board Committees, with greater weighting applied to chairing Committees. The Payment may also include the value of other non-monetary benefits (such insurance and healthcare as an example), as per the details included in the appointment letter signed by each Member of the Board.

• 1.3 The Bank may also pay expenses, fees, additional bonus or a monthly salary to any Board Member, consistent with the policies suggested by the Board Nomination and Remuneration Committee, reviewed by the Board and approved by the General Assembly. If such Member serves in any committee, makes special efforts or performs additional work to serve the Bank in excess of his regular duties as a Member on the Bank's Board.

• 1.4 Directors shall be reimbursed of directly related costs incurred for the discharge of their responsibilities.

• 2. Exclusions

• 2.1. Bonus or any incentive-based mechanisms based on the performance of the Bank must be excluded.

• 2.2. Attendance allowance may not be paid to the chairman or a Board Member for attending Board meeting.

• 3. Other Provisions

• 3.1. Negative financial performance or net loss reported by the Bank in a financial year should generally lead to a contraction of the Board's total compensation where the negative financial

  performance was due to non-compliance with regulations, omissions or errors by the Board.

  Subject to the approval of the General Meeting, a payment not exceeding Two Hundred Thousand Dirhams, may be paid to each Board member at the end of the financial year if the Bank didn't achieve profit during that year or if the Bank achieved profit but the share of the Board ember from such profit is less than AED (200,000) Two Hundred Thousand Dirhams, in such case, it is not permitted to receive both the remuneration and the payment.

• 3.2. Fines that may have been imposed on the Bank by the Authority or the Relevant Competent Authority due to violations by the Board of the Law or the Articles of Association during the fiscal year shall be deducted from the remuneration. The General Assembly may decide not to deduct such fines or some of them if it deems that such fines were not the result of default or error of the Board.

• 4. Review of the Policy

  The Board Remuneration Policy shall be reviewed by the BNRC on an annual basis or earlier, if required, and submitted to the Board of Directors for approval.

Board Remuneration Policy_ 2022