Board of Directors

The principles of Corporate Governance at OQ Gas Networks SAOG (“OQGN” or the “Company”) guide the manner in which the Company is directed and controlled, ensuring transparency, accountability and the creation of sustainable long-term value for its Shareholders and stakeholders. OQGN’s Board of Directors (the “Board”) is committed to maintaining the highest standards of governance in line with best market practices and fully complies with all applicable legal and regulatory requirements, including the FSA Code of Corporate Governance for Public Joint Stock Companies in the Sultanate of Oman (Referred to as the “Code”).

The Board, elected at the Ordinary General Meeting held on August 24, 2023, will continue to serve until the Annual General Meeting in 2026. The Board provides strategic oversight, approves key policies, and monitors the performance of the Company to ensure alignment with its objectives and fiduciary responsibilities.

Following the resignation of Mr. Talal Al Awfi as Chairman on March 3, 2025, the Board appointed Mr. Ayad Al Balushi as Chairman and Mr. Abdulwahab Al Hinai, who was elected to fill the newly vacant seat, was appointed by the Board as Deputy Chairman. All members of the Board do not assume a management role at OQGN and therefore identified as non-executive directors.

Board Structure

Role and Election of the Board

The Board provides strategic oversight of OQGN by supporting management through the implementation of robust internal control frameworks, effective risk management practices, and strict adherence to all applicable statutory and regulatory requirements. Acting in the best interests of Shareholders, the Board upholds the Company’s integrity while ensuring balanced consideration of the interests of all stakeholders.

Board members are elected through a transparent and well-defined process at the Annual or Ordinary General Meeting, with voting rights exercised in proportion to shareholdings. Directors serve three-year terms and are required to meet clear eligibility criteria, including:

• A minimum age of 25 years;
• A record of good conduct and sound professional standing;
• Registration as a shareholder with Muscat Clearing & Depository Co. (MCDC); and
• The absence of unresolved indebtedness to the Company or any history of serious criminal convictions or bankruptcy, unless fully rehabilitated

Independent Directors are required to retain their independence throughout their tenure, with Board membership ceasing should this status change. Additional requirements include serving on no more than four SAOG boards in Oman, chairing no more than two, and avoiding employment or board membership in companies with similar objectives. These provisions align with the Commercial Company Law (the “CCL”), the Code, and the FSA Executive Regulations for Joint Stock Company (the “SAOG Regulations”), reinforcing high standards of integrity, accountability, and strategic expertise.

Annual meetings reinforce transparency and engagement between the Board, Shareholders, and Executive Management. Detailed agendas and comprehensive reports are circulated in advance to encourage informed participation and meaningful dialogue. Consistently high attendance at these meetings reflects OQGN’s strong commitment to effective governance and transparency.

Attendance for the Board meetings and the latest General Meeting

Board Committees

Audit and Risk Committee

The Audit and Risk Committee (ARC) comprises of four (4) members, three (3) of whom are independent Directors and is chaired by an Independent Director in line with the Independency definition and the requirement of the Code. ARC also includes at least one member with relevant financial and accounting expertise, ensuring effective oversight of financial reporting and risk management. ARC oversees internal and external audit activities, including recommending the appointment and remuneration of the Head of internal audit and external audit activities. It reviews and approves audit plans, key findings/audit reports, and endorses financial statements to ensure compliance with international standards including Financial reporting (IFRS), Auditing (ISA), Internal audit (IIA Standards), etc.).

In addition, the ARC oversees the Company’s risk management framework, accounting policies, and fraud prevention measures. By reviewing related-party transactions and acting as a key liaison between the Board and the auditors, the ARC supports informed Board decision-making and reinforces transparency, accountability, and strong governance practices.

Meetings and Attendance

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC), established in 2023 in line with the requirements of the Code, it supports the Board in maintaining effective leadership, strong succession planning, and fair, transparent remuneration practices. The NRC oversees the nomination and election of suitably qualified directors and sets clear policies for Board and executive remuneration, including Board sitting fees.

The NRC is responsible for Board succession planning, with particular focus on the Chairperson role, the development of clear role descriptions, and the recommendation of interim appointments when required. It also oversees executive leadership planning by identifying and recommending candidates for key management positions, implementing performance-linked remuneration frameworks, and reviewing incentive structures to ensure alignment with market practices, shareholder interests, and the Company’s long-term performance.

Meetings and Attendance

³ Abdulwahhab Al Hinai is a member of NRC from May 15, 2025

Executive Committee

The Board Executive Committee (BEC) operates as an extension of the Board, exercising delegated authority to ensure timely and effective decision-making. Its mandate includes reviewing, endorsing, and approving critical financial, contractual, and strategic matters, such as the 5-Year Business Plan, major investments, and legal proceedings. In addition, the BEC addresses settlement agreements, excluding procurement-related claims, and undertakes any other responsibilities assigned by the Board, ensuring operational efficiency and continuity in Board decision-making.

Meetings and Attendance

Remuneration

The total remuneration paid to the Board Members in 2025 has amounted to X 150,000. The sitting fees, totaling X 30,900, paid to the Board Members for the meetings held in 2025 were as follows: