Any Qualified Shareholder (including each member of a group that, in the aggregate, is a Qualified Shareholder) must provide the following written information upon submitting a director nomination. All director nominations and supporting information should be delivered to Saudi Aramco’s Investor Relations department as described above and must include the following: 1. one or more written statements from the record holder of the shares (and from each intermediary and/or custodian through which the shares are or have been held) verifying that, as of a date that is seven calendar days prior to the date when the nomination is delivered to or mailed and received by Saudi Aramco’s Investor Relations department, the Qualified Shareholder owns at least 0.1% of the ordinary shares (the “Required Shares”), as well as the Qualified Shareholder’s agreement to provide immediate notice if the Qualified Shareholder ceases to own any of the Required Shares prior to the date of the next Ordinary General Assembly Meeting of Saudi Aramco; 2. the written and signed consent of each individual nominee to his or her nomination to the Board and agreement to serve as a director, if elected; 3. in the case of a nomination by a group of shareholders that are acting together, and therefore in the aggregate, may be considered a Qualified Shareholder, the designation by all group members of a single group member that is authorized to act on behalf of the group with respect to the nomination and all matters related thereto, including withdrawal of the nomination; 4. the Qualified Shareholder may include with its notice of nomination a written statement, not to exceed 500 words, in support of the nominee’s candidacy; 5. a written disclosure demonstrating that the nominee has the general skills, qualifications and credentials required for individuals to serve on the Board, as in effect at the time of the nomination; 6. a written representation and agreement, countersigned by the nominee, that the nominee: (i) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such nominee, if elected as a director, will act or vote on any issue or question, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than Saudi Aramco with respect to any direct or indirect compensation, reimbursement or indemnification in connection with his or her candidacy for the Board or his or her service or action as a director, and (iii) will comply with the Bylaws, applicable law and securities regulations, all of Saudi Aramco’s corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other policies and guidelines applicable to directors; 7. a completed and signed questionnaire, in the form required from all of Saudi Aramco’s directors and Board nominees; 8. such other information as may reasonably be required by Saudi Aramco’s Nomination Committee to determine whether the nominee (A) is independent under applicable law, applicable rules or regulations, and any standards used by the Board in determining the independence of Saudi Aramco’s directors; and (B) has any direct or indirect relationship with Saudi Aramco, its affiliates, and counterparties; and 9. an undertaking that the Qualified Shareholder agrees to: a. assume all liability stemming from any legal or regulatory violation arising out of the Qualified Shareholder’s communications with Saudi Aramco or Saudi Aramco’s shareholders or out of the information that the Qualified Shareholder provided to Saudi Aramco regarding the nominee; b. indemnify and hold harmless Saudi Aramco and each of its directors, officers and employees against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against Saudi Aramco or any of its directors, officers or employees arising out of any nomination submitted by the Qualified Shareholder; c. file, and/or cause its nominee to file, any materials required by the CMA and any other applicable securities regulations; and d. comply with all applicable laws, rules, regulations and listing standards with respect to any General Assembly Meeting. |