Ghassan Al Nemer Factory for

Gold and Jewelry

Saudi Arabian Mining Company
(the Company)

Disclosure
Disclosure & Transparency Policy
& Transparency
Policy

DRAFT
Ghassan Al Nemer Factory for Gold and Jewelry
Disclosure & Transparency Policy

TABLE OF CONTENTS

1 INTRODUCTION ................................................................................................... 3
2 THE OBJECTIVES ................................................................................................ 5
3 TRANSPARENCY ................................................................................................. 6
3.1 COMMITMENT TO SHAREHOLDERS ................................................................. 6
3.2 ACCOUNTABILITY TO SHAREHOLDERS .......................................................... 6
3.3 SHAREHOLDER OBLIGATIONS ......................................................................... 6
4 COMMITMENT TO MEET DISCLOSURE REQUIREMENTS ...................................... 8
4.1 DISCLOSURE OF FINANCIAL INFORMATION .................................................. 8
4.2 DISCLOSURE OF MAJOR DEVELOPMENTS ................................................... 11
4.3 WAIVER OF DISCLOSURE REQUIREMENTS................................................... 12
4.4 CONTINUOUS DISCLOSURE ............................................................................ 13
4.5 TEMPORARY SUSPENSION OF TRADING ...................................................... 13
4.6 MISCELLANEOUS ............................................................................................. 13
5 APPROVAL ........................................................................................................ 15

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The Board may amend this Disclosure & Transparency Policy or grant waivers in
exceptional circumstances, provided that any such modification or waiver does not
violate any applicable law, rule, regulation or the Company’s Authority Matrix and
further provided that any such modification or waiver is appropriately disclosed.

· The changes to the document shall be consecutively numbered and dated.

· The following log shall be used and signed off for all updates.

VERSION NO. DATE NAME AND INITIAL

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1 INTRODUCTION

1.1 The Board of Directors (the Board) of Ghassan Al Nemer Factory for Gold and
Jewelry (hereinafter also referred to as ‘the Company’) in its attempt to adopt a
Corporate Governance Framework in line with the Corporate Governance
Regulations issued by the Capital Market Authority (CMA) of the Kingdom of
Saudi Arabia, and in order to ensure it remains aligned with leading practices in
terms of corporate governance, has prepared this Disclosure & Transparency
Policy.

1.2 This document forms an essential part of the Company’s Corporate Governance
Framework and defines the Company’s commitment to transparency in
disclosures to its stakeholders.

1.3 The Company is committed to:

§ disclose information in a timely, consistent and appropriate manner;
§ protect and prevent the improper use or disclosure of material information
and Company confidential information;
§ widely disseminate Material Information pursuant to all applicable legal
requirements;
§ educate the Company employees on the appropriate use and disclosure of
Material Information and Company confidential information.
§ not to tolerate falsification, concealment or the creation of misleading
information

Material Information means any information relating to the business and affairs
of the Company that results in, or would reasonably be expected to result in, a
significant change in the market price or value of any of the Company listed
securities.

Confidential Information means any and all information whether commercial or

technical relating to the business of the Company, including without limitation,
know-how, data, processes, designs, specifications, software programs, and
samples, which is marked with an indicator such as “Confidential” or
“Proprietary”, but excluding information which:

§ is or comes into the public domain otherwise than by disclosure or default by

the Recipient and

§ was or is lawfully obtained or available from a third party who was lawfully in
possession of the same and free to disclose it.

1.4 The Board will review the disclosure and transparency processes with a
particular focus on the integrity and transparency of the information provided by
the Company and such reviews will be undertaken periodically to ensure that the

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policies and processes both, meet the statutory requirements and applicable
regulations, and remain in line with leading practices.

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2 THE OBJECTIVES

The objectives of this document are multifaceted:

2.1 FOR THE COMPANY:

a. To provide the Board, management and employees of the Company with clear
guidance on the subject of disclosures and transparency within the Company and
also to comply with all applicable rules and regulations, including the CMA’s
regulations as well as the Saudi Arabian Companies Act.

2.2 FOR SHAREHOLDERS:

a. To ensure that Shareholders are furnished with the required financial and non-
financial information, in line with applicable regulations as well as leading
practices to the extent that it does not harm the Company’s interests;
b. To outline the Company’s corporate governance responsibility relating to the
timely provision of accurate information, equally to all Shareholders.

2.3 FOR THE MARKET:

a. To promote a culture of openness and transparency with the investment
community so as to attract Shareholders and investments to the Company; and
also to ensure the Company’s standing with stakeholders is and remains
elevated.

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3 TRANSPARENCY

3.1 COMMITMENT TO SHAREHOLDERS

3.1.1 The Company shall treat all Shareholders equally in respect of the provision of
information. All new facts made known to any stakeholder by the Company will
also be disclosed to the Shareholders by the Company without delay.

3.1.2 The Company shall use suitable communication media, such as newspapers and
the Internet, to inform Shareholders and investors in a prompt and equitable
manner. In accordance with Article 5 of the Corporate Governance Regulations
issued by the CMA, the Company shall announce, at least 20 days prior to the
date of the meeting, the meeting time, venue and agenda on the Company
website, the website of CMA as well as in two newspapers widely circulated in
the Kingdom of Saudi Arabia.

3.2 ACCOUNTABILITY TO SHAREHOLDERS

3.2.1 The Company’s Board shall be accountable to Shareholders for the performance
and activities of the Company. It shall endeavor to embed Shareholder interests
in the goals established for the Company. The Board shall proactively seek to
obtain an understanding of Shareholder preferences and to evaluate
systematically the various factors (economic, ethical and environmental) that
may influence or affect the interests of Shareholders.

3.3 SHAREHOLDER OBLIGATIONS

3.3.1 In accordance with Article 30 of CMA Listing Rules, the Shareholders of the
Company are obliged to disclose the following information to the CMA at the end
of trading day of the occurrence of the following events:

a. He or it becoming the owner of, or interested in, 5% or more of any class of

voting shares or convertible debt instrument;

b. The above ownership or interest increases or decreases by 1% or more of the

shares or debt instruments of the Company;

c. A Director or senior executive of the Company becoming the owner of, or

interested in, “any” rights in the shares or debt instruments of the Company
(or any of its affiliates); and

d. The ownership or interest of any of the Directors or senior executives of the

Company increasing or decreasing by 50% or more in the shares or debt

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instruments that he or she owns in the Company (or any of its affiliates), or
by 1% or more of the shares and debt instruments of the Company (or any of
its affiliates) whichever is less.

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4 COMMITMENT TO MEET DISCLOSURE REQUIREMENTS

4.1 DISCLOSURE OF FINANCIAL INFORMATION

4.1.1 The Company is required to disclose the following information in accordance with
Article 26 of CMA Listing Rules:

4.1.1.1 Its interim and annual accounts approved by the Board of Directors and
signed by a Director authorised by the Board and by the CEO and the
Chief Financial Officer (CFO) prior to their issuance and circulation to
Shareholders and third parties.

4.1.1.2 The interim and annual accounts and the Board of Directors’ report
referred to in Article 27 of the CMA Listing Rules must be filed with CMA
immediately upon approval by the Board of Directors.

4.1.1.3 The Company shall announce, through the electronic applications that
CMA will specify, its interim and annual accounts immediately upon
approval by the Board of Directors and such statements must not be
published to the Shareholders or third parties prior to their announcement
in the market.

4.1.1.4 The Company must provide the CMA and announce to the Shareholders its
interim accounts (which must be prepared and reviewed in accordance
with the accounting standards issued by SOCPA) as soon as they have
been approved and within a period not exceeding 15 days after the end of
the financial period to which they relate.

4.1.1.5 The Company shall provide CMA and announce to the Shareholders its
annual accounts (which must be prepared and audited in accordance with
the accounting standards issued by SOCPA) as soon as they have been
approved and within a period not exceeding 40 days after the end of the
annual financial period to which they relate. The Company must provide
CMA and announce to the Shareholders these annual accounts not less
than 25 days before the date of the Company’s Annual General Meeting.

4.1.3 The Company shall not circulate its financial statements unless the CEO and the
CFO present the financial statements, duly endorsed under their respective
signatures, for consideration and approval of the Board of Directors and the
Board, after consideration and approval, authorise the signing of financial
statements for issuance and circulation.

4.1.4 In accordance with Article 27 of CMA Listing Rules, the Company’s Board will
issue a report including a review of the operations during the last financial year
and of all relevant factors affecting the Company’s business which an investor

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requires in order to assess the assets, liabilities and financial position of the
Company.

4.1.5 Article 27 of the CMA Listing Rules and Article 9 of the Corporate Governance
Regulations issued by the CMA, the following to be included in the BoD’s annual
report:

a. The composition of the Board and classification of each of its members as an

Executive Director, a Non-Executive Director or an Independent Director;
b. Description of Board Committees, their functions, names of their members
and chairs of the committees as well as the number of meetings of the
committees;
c. Detailed remunerations and compensations paid for each of:
§ Board members (Directors)
§ Five senior executives who received the highest remunerations and
compensations from the Company, in addition to the CEO and CFO, if
not already included in the five senior executives.
d. Any punishment, penalties or measures taken against the Company by any
regulatory, supervisory or judicial authority;
e. Names of any joint stock company or companies in which the Company Board
of Directors’ member acts as a member of its Board of Directors.
f. Results of the annual audit on the effectiveness of the internal control
procedures of the company
g. The provisions of the Corporate Governance Regulations issued by the CMA,
which the Company has not implemented, the reasons for not doing so and
the likely time period for it to implement those provisions.
h. Significant plans and decisions, such as corporate restructuring, business
expansion and discontinuance of operations, shall be outlined along with
future prospects of the Company and any risks facing the Company;
i. A description of the principal activities of the Company and its group. If two
or more activities are described, a statement must be included giving for
each activity the turnover and contribution to trading results attributable to
the Company;
j. A summary, in the form of a table or a chart, of the assets and liabilities of
the Company and of the Company’s business results for the last five financial
years or from incorporation, whichever is shorter;
k. A geographical analysis of the Company’s consolidated turnover and of the
consolidated turnover of its subsidiaries outside the Kingdom;
l. An explanation for any material differences between the operating results of
the year and the operating results of the previous year or any announced
forecast made by the Company;
m. An explanation for any departure from the accounting standards issued by
SOCPA;
n. The name of every subsidiary, its main business, its principal country of
operation and its country of incorporation;

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o. The particulars of the issued shares and debt instruments of every

subsidiary;
p. A description of the Company’s dividend policy;
q. A description of any interest, options, and subscription rights of the
Company’s Directors, senior executives and their spouses and minor children
in the shares or debt instruments of the Company or any of its subsidiaries,
together with any change to such interest and rights during the last financial
year;
r. Information relating to any borrowings of the Company (whether repayable
on demand or otherwise), and a statement of the aggregate indebtedness of
the Company and its group together with any amounts paid by the Company
as a repayment of loans during the year. In case there are no loans
outstanding for the Company, it must provide an appropriate statement;
s. A description of the classes and numbers of any convertible debt
instruments, options, warrants or similar rights issued or granted by the
Company during the financial year, together with the consideration received
by the Company;
t. A description of any conversion or subscription rights under any convertible
debt instruments, options, warrants or similar rights issued or granted by the
Company;
u. A description of any redemption or purchase or cancellation by the Company
of any redeemable debt instruments and the amount of such securities
outstanding, distinguishing between the listed securities purchased by the
Company and those purchased by its subsidiary;
v. The number of meetings of the Board of Directors held during the last
financial year and the attendance record of each meeting;
w. Information relating to any contract to which the Company is party and in
which a Director of the Company, the CEO, the CFO or any associate (as
detailed in BoD Manual) is or was materially interested, or if there are no
such contracts, the Company must submit an appropriate statement;
x. A description of any arrangements or agreement under which a Director or a
senior executive of the Company has waived any emolument or
compensation;
y. A description of any arrangements or agreement under which a Shareholder
of the Company has waived any rights to dividends;
z. A statement of the amount of any outstanding statutory payment on account
of any Zakat, taxes, duties or other charges with a brief description and the
reasons thereof;
aa. A statement as to the value of any investments made or any other reserves
set up for the benefit of the employees of the Company;
bb. Statements that:
§ proper books of account have been maintained;
§ the system of internal control is sound in design and has been
effectively implemented; and
§ there are no significant doubts concerning the Company’s ability to
continue as a going concern;

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If any of the statements above cannot be made, the report must contain a
statement clarifying the reasons thereof;

cc. If the external auditors’ report on the relevant annual accounts is qualified,
and the Authority (i.e. CMA) requires additional information, the Directors
report must include such information as has been provided to the Authority;
and
dd. If the Board recommends that the external auditors should be changed
before the elapse of three consecutive financial years, the report must
contain a statement to that effect and the reasons for such recommendation.

4.2 DISCLOSURE OF MAJOR DEVELOPMENTS

4.2.1 In accordance with the Article 25 of the CMA Listing Rules, the Company will
immediately notify the CMA at least two hours before the first trading period in
the exchange following the occurrence of the development, any major
development in its sphere of activity which are not public knowledge and which
may have an effect on the Company’s assets and liabilities or financial position
or on the general course of its business and which may:

4.2.1.1 Lead to substantial movements in the price of the listed securities; or

4.2.1.2 In the case of the Company’s listed debt instruments, lead to substantial
movement in the price of its listed securities, or significantly affect its
ability to meet its commitments.

4.2.2 Article 25 of the CMA Listing Rules further defines these developments/ events
(referred to in 4.2.1) which are to be disclosed, which include, but are not
limited, to the following:

4.2.2.1 The purchase of a long term asset, at a price equal to or greater than 10%
of the existing net assets of the Company. Long term assets include
assets the depreciation value of which exceeds one financial year and
other assets not expected to be converted into cash within one year;

4.2.2.2 Any debt outside the ordinary course of business, in an amount equal to or
greater than 10% of the book value of the Company’s net assets;

4.2.2.3 Any losses, equal to or greater than 10% of the book value of the
Company’s net assets;
4.2.2.4 Any significant change in the Company’s production environment or trade
including but not limited to the availability of resources and the possibility
of obtaining them;

4.2.2.5 Any changes in the composition of the Directors or senior management;

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4.2.2.6 Any significant legal proceedings (where the amount involved is equal to or
greater than 5% of the book value of the existing net assets of the
Company);

4.2.2.7 The increase or decrease in the net assets of the Company equal to or
greater than 10%;

4.2.2.8 The increase or decrease in the gross sales of the Company equal to or
greater than 10%;

4.2.2.9 Any transaction between the Company and a connected person (outside
the ordinary course of business of the Company).

4.2.3 According to the Article 32 of the CMA Listing Rules, the Company shall notify
CMA without any delay for the following information:

4.2.3.1 any proposed change in the capital of the Company;

4.2.3.2 any significant change in the holding or identity of those persons holding
more than 5% of the Company’s listed securities;

4.2.3.3 any decision to declare, recommend or pay dividends or to make any other
distributions to the holders of its listed securities;

4.2.3.4 any decision not to declare, recommend or pay dividends which would
otherwise have been expected to have been declared, recommended or
paid in the normal course of events;

4.2.3.5 any decision to call, repurchase, draw, redeem or propose to buy any of its
securities and the total amount thereof;

4.2.3.6 any decision not to make payment in respect of listed debt instruments; or

4.2.3.7 any change in the rights attaching to any class of listed securities or to any
securities into which any listed securities are convertible.

4.3 WAIVER OF DISCLOSURE REQUIREMENTS

In certain circumstances, the CMA Listing Rules permit the Company not to disclose
material information. According to the Article 18 of CMA Listing Rules where, in the
opinion of the Company, disclosure of any matter required by CMA Listing Rules would
be unduly detrimental to the Company, and omission is not likely to mislead investors
with regard to facts and circumstances, knowledge of which is essential for the
assessment of the securities in question, the Company may apply for a waiver from the
relevant requirement. The Company must in that case provide to CMA on a strictly
confidential basis a statement of the required information together with the reasons
why the Company believes that the information should not be disclosed at that time. If
CMA approves the application for a waiver, CMA may at any time require that an

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announcement containing the information required to be disclosed be prepared and

delivered by the Company to it for dissemination.

4.4 CONTINUOUS DISCLOSURE

Management and the Board are responsible for ensuring adequate disclosure of
information in line with the requirements of the CMA Listing Rules and Corporate
Governance Regulations. Management and the Board may, at some point, delegate this
responsibility to a Committee or an individual, such as a Continuous Disclosure Officer.
However, this will not absolve management or the Board of its ultimate responsibilities.
In terms of the disclosure requirements, management and the Board will be responsible
for:
4.4.1 Ensuring that the Company complies with the disclosure requirements as below:
4.4.2 Communicating with CMA and Tadawul in relation to listing rule matters including
lodging disclosures with both;
4.4.3 Coordinating and approving all the Company’s media releases in conjunction with
the CEO and the Chairman as appropriate; and
4.4.4 Overseeing and coordinating disclosure of information to CMA, Tadawul,
analysts, brokers, Shareholders, the media and the public, etc.

4.5 TEMPORARY SUSPENSION OF TRADING

4.5.1 In accordance with Article 23 of the CMA Listing Rules, the Company may
request the temporary suspension of trading of its securities upon the
occurrence of an event which requires immediate disclosure under these Rules,
provided that an announcement of the event is made as soon as practicable
following the suspension. The Company may make this request for suspension
orally, if required, to CMA and must confirm this in writing. The request for
suspension must be supported by specific reasons for the request for suspension
and the duration of the requested suspension and the nature of the event
affecting the Company’s activities and the current state of event with respect to
the Company’s activities.

4.6 MISCELLANEOUS

4.6.1 In line with Article 34 of the CMA’s Listing Rules the Company shall notify CMA
promptly of:

4.6.1.1 any change in the Company’s by-laws or the location of its principal
office;

4.6.1.2 any change in its external auditors;

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4.6.1.3 the presentation of any winding-up petition, the making of any winding-
up order or the appointment of a liquidator in respect of the Company,
its holding company or any of its subsidiaries under the Companies, or
the commencement of any proceedings under the bankruptcy
Regulations;

4.6.1.4 the passing of a resolution by the Company, its holding company or any
subsidiary that it be dissolved or liquidated, or the occurrence of an
event or termination of a period of time which would require the
Company to be put into liquidation or dissolution;

4.6.1.5 the making of any judgment, order or declaration by a court or tribunal of

competent jurisdiction, whether at first instance or on appeal, which
may adversely affect the Company’s utilization of any portion of its
assets which in aggregate value represents an amount in excess of 5% of
the book value of the net assets of the Company; or

4.6.1.6 it becoming aware that the percentage of listed shares which are in the
hands of the public or the number of Shareholders required by the
Listing Rules has fallen below the minimum levels required.

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5 APPROVAL

This Disclosure & Transparency Policy has been approved by the Board of Directors at

their meeting held on _______________________________

______________________________ ___________________________
Chairman of the Board Secretary of the Board

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