Governance, Risk and Compliance

Corporate Governance

Luberef has developed a governance system in accordance with the Corporate Governance Regulations (CGRs) issued by the CMA. The CGRs prescribe the rules and standards for the management of Luberef and ensure that Luberef’s governance standards are in line with best practices.

The CGRs also regulate the various relationships between the Board, Senior Executives, shareholders and other stakeholders, by establishing clear rules and procedures to facilitate decision making processes. Their purpose is to protect the rights of shareholders and other stakeholders while promoting the values of credibility, fairness, competitiveness and transparency.

Furthermore, the CGRs ensure that the Board acts in the best interest of the shareholders and consistently provides a clear and fair view of Luberef’s financial position and operating results at all times. The provisions of the CGRs are mandatory, except for those provisions referred to as guiding provisions.

In addition to the CGRs issued by the CMA, the Board approved the implementation of Saudi Aramco’s Controller’s Group Governance Framework (CGGF) in 2025, which establishes controls over financial reporting for major processes across the business. The CGGF is designed in alignment with the globally recognized principles detailed in the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework (ICIF), 2013.

Corporate Governance Manual and Internal Policies

Luberef’s governance system comprises of the following charters and internal policies related to Luberef’s governance:

• 1. Board Audit Committee Charter, approved by a resolution of Luberef’s General Assembly on 28/03/2024.
• 2. Remuneration and Nomination Committee Charter, approved by a resolution of Luberef’s General Assembly on 28/03/2024.
• 3. Competition Standards, approved by a resolution of Luberef’s General Assembly on 28/03/2024.
• 4. Remuneration Policy, approved by a resolution of Luberef’s General Assembly on 28/03/2024.
• 5. Board Membership Policy, approved by a resolution of Luberef’s General Assembly on 05/09/2022.
• 6. Luberef Code of Conduct, approved by a resolution of Luberef’s Board on 27/02/2024.
• 7. Disclosure Policy, approved by a resolution of Luberef’s Board on 31/08/2022.
• 8. Dividend Policy, approved by a resolution of Luberef’s Board on 04/02/2024.
• 9. Board Procedure, approved by a resolution of Luberef’s Board on 04/02/2024.
• 10. Conflicts of Interest Policy, approved by a resolution of Luberef’s Board on 31/08/2022.
• 11. General Assembly Procedures, approved by a resolution of Luberef’s Board on 04/02/2024.
• 12. Reporting Violations/Whistleblowing Policy, approved by a resolution of Luberef’s Board on 31/08/2022.
• 13. Stakeholders Management Policy, approved by a resolution of Luberef’s Board on 04/02/2024.
• 14. New Management Guide, approved by a resolution of Luberef’s Board of Directors on 04/12/2025.
• 15. New Delegation of Authority (DOA) replacing the existing Limits of Authority (LOA), approved by a resolution of Luberef’s Board of Directors on 04/12/2025.
• 16. Sustainability and HSE Committee Charter, approved by a resolution of Luberef’s Board of Directors on 04/12/2025.
• 17. Financial Policy, approved by a resolution of Luberef’s Board of Directors on 04/12/2025.
• 18. Enterprise Risk Management (ERM) Policy, approved by a resolution of Luberef’s Board of Directors on 17/09/2022.

Key Corporate Governance Requirements

The key corporate governance requirements that Luberef complies with are set out in the Corporate Governance Regulations. These cover the following broad areas:

• General Rights (Articles 4 to 9).
• Rights relating to General Assembly Meetings (Articles 10 to 15).
• The Board of Directors: Formation, responsibilities, competencies, procedures, and training (Articles 16 to 39).
• Conflicts of Interest (Articles 40 to 46).
• Company Committees (Articles 47 to 69).
• Internal controls, external auditor, company reports and policies, disclosures and various other matters (Articles 70 to 95).

Risk Assessment and Management

The Board regularly assesses potential risks that could impact Luberef’s business model and future performance. Luberef’s risk management framework and risk factors are detailed in the previous section of this Annual Report.

Corporate Governance Compliance

As at the date of this Annual Report, the Board of Directors declare that Luberef is compliant in all material respects with the mandatory provisions of the Corporate Governance Regulations. Furthermore, the Board of Directors declare that Luberef is compliant with the mandatory provisions of the Corporate Governance Regulations in relation to disclosures, notifications, and filings to the CMA, the Saudi Exchange, and/or the public on a continual basis, including, but not limited to:

Article 14(c) which provides that the shareholders shall be allowed through Luberef’s website and the Saudi Exchange’s website to obtain the information related to the items of the General Assembly agenda, particularly the reports of the Board of Directors and the external auditor, the financial statements and the Audit Committee’s report.

Article 15(d) in relation to providing the CMA with a copy of the minutes of the General Assembly meeting.

Article 15(e) which provides that Luberef shall announce to the public and inform the CMA and the Saudi Exchange of the results of a General Assembly meeting immediately following its conclusion.

Article 87 in relation to the items to be covered under the Board report.

Article 88 in relation to publishing the Audit Committee’s report on the website of the Saudi Exchange.

Related Party Transactions

Luberef is deeply integrated within the Saudi Aramco system and as part of its normal course of business, Luberef enters into various related party contracts and transactions. These principally include sales and purchases, and the provision and receipt of services. Such transactions are made on specific terms within the relevant regulatory framework in the Kingdom.

There are no transactions in which any of Luberef’s Directors or Senior Executives or an immediate family member thereof has a direct or indirect interest or were not entered into on an arm’s length basis. For compensation-related transactions with Luberef’s Directors and Senior Executives, details are provided separately in this Annual Report. For more information on Luberef’s related party transactions, see the Financial Statements – Note 24.

Declarations based on the Corporate Governance Regulations

Board of Directors’ Declarations

The Board of Directors confirm the following: a) Accounting records have been properly prepared. b) The internal control system is built on a sound basis and is effectively implemented. c) There are no significant doubts concerning Luberef’s ability to continue carrying out its activity.

• No convertible debt instruments, contractual securities, pre-emptive rights, or similar rights were issued or granted by Luberef during the fiscal year 2025.
• Luberef did not make any conversion or subscription under any convertible debt instruments, contractual based securities, warrants, or similar rights issued or granted by Luberef during the fiscal year 2025.
• No member of the Board of Directors or Senior Executive of Luberef has made any waiver of any remuneration.
• No shareholder of Luberef has waived any rights to dividends.
• Luberef did not receive notification of any interests belonging to persons other than Board members and Senior Executives regarding shares eligible to vote, or a change in such rights during the year 2025.
• The annual financial statements of Luberef have been prepared in accordance with the International Financial Reporting Standards (IFRS) and other standards and pronouncements issued by the Saudi Organization for Chartered and Professional Accountants (SOCPA), as endorsed in the Kingdom of Saudi Arabia for financial reporting.
• Luberef had 489,335 treasury shares as of the end of 2025, with a value of SAR 48.68 million (see the Financial Statements – Note 15.3).
• Luberef presents shareholders’ suggestions and comments about the Company’s performance annually to the Board of Directors.
• There are no competing businesses for the Company or any of the branches of activity that it practices and which any member of the Board of Directors is practicing or has been practicing.

Luberef applies the provisions of the Corporate Governance Regulations issued by the Capital Market Authority except for the following:

Penalties

During the year ended 2025, the Company did not incur any penalties.

1 The Board Audit Committee is currently carrying out the competencies of the Risk Committee as provided for in its Charter approved by the General Assembly.