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Affiliate: An entity that, directly or indirectly, controls, is controlled by, or is under common control with another entity. The term control as used herein shall mean the holding, directly or indirectly, of voting rights in another entity, or of the power to direct or cause the direction of the management of another entity.

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Board: The Company’s board of directors.

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Central Bank: The Central Bank of the United Arab Emirates.

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Central Bank Laws: Decretal Federal Law No. (14) of 2018 Regarding the Central Bank and Organization of Financial Institutions and Activities, as amended and Decretal Federal Law No. (48) of 2023 On the Organization of Insurance Operations.

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Company: The insurance company incorporated in the State, and the branch of a foreign insurance company, that is licensed to underwrite primary insurance and reinsurance, including Takaful insurance companies.

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Conflict of Interest: A situation of actual or perceived conflict between the duty and private interests of a person, which could improperly influence the performance of his/her duties and responsibilities.

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Control Function: Function (whether in the form of a person, unit or department) that has a responsibility in a Company to provide objective assessment, reporting and/or assurance; this includes the risk management, compliance, actuarial, internal audit and where applicable Shari’ah control and Shari’ah audit functions.

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Corporate Governance: A set of relationships between a Company’s Board, Senior Management, customers and other stakeholders; and a structure through which the objectives of the Company are set, and the means of attaining those objectives and monitoring performance are determined.

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External Auditor: The audit firm and the individual audit engagement team members conducting the audit. Where relevant, specific references are made to the audit firm only in certain paragraphs.

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Financial Regulations: Insurance Authority Board of Directors’ Decision No. (25) of 2014 Pertinent to Financial Regulations for Insurance Companies and the Insurance Authority Board of Directors’ Decision No. (26) of 2014 Pertinent to Financial Regulations for Takaful Insurance Companies and Insurance Authority’s Board of Directors’ Decision No. (19) of 2020 Concerning the Guidance Manual for Insurance Companies and Related Professions to Submitting the Data, Information and Supervisory Reports.

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Group: A group of entities which includes an entity (the ‘first entity’) and:

a.

any parent of the first entity;

b.

any Subsidiary of the first entity or of any parent of the first entity;

c.

any Affiliate

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Internal Controls: A set of processes, polices and activities governing a Company’s organizational and operational structure, including reporting and Control Functions.

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Intragroup Transactions: any transaction by which a Company relies, either directly or indirectly, on another entity within the same Group.

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Matter of Significance: A matter, or group of matters, that would have significant impact on the activities or financial position of the Company. Examples include failure to comply with the licensing criteria or breaches of the Central Bank Laws, or Financial Regulations, significant deficiencies and control weaknesses in the Company’s operations or financial reporting process or other matters that are likely to be of significance to the function of the Central Bank as regulator.

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Regulation: Any resolution, regulation, circular, rule, standard or notice issued by the Central Bank.

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Risk Management: The process through which risks are managed allowing all risks of a Company to be identified, assessed, monitored, mitigated (as needed) and reported on a timely and comprehensive basis.

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Senior Management: The individuals or body responsible for managing the Company on a day-to-day basis in accordance with strategies, policies and procedures set out by the Board, generally including, but not limited to, the chief executive officer, chief financial officer, chief risk officer, and heads of the compliance and internal audit functions.

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 Subsidiary: An entity (the 'first entity') is a subsidiary of another entity (the 'second entity') if the second entity:

a.

holds a majority of the voting rights in the first entity;

b.

is a shareholder of the first entity and has the right to appoint or remove a majority of the board of directors or managers of the first entity; or

c.

is a shareholder of the first entity and controls alone, pursuant to an agreement with other shareholders, a majority of the voting rights in the first entity; or

d.

if the first entity is a subsidiary of another entity which is itself a subsidiary of the second entity.

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Takaful Insurance: A collective contractual arrangement aiming at achieving cooperation among a group of participants against certain risks whereby each participant pays certain contribution amount to form an account called the participants' account through which entitled compensations are paid to the member in respect of whom the risk has realized. The Takaful Insurance Company shall manage this account and invest the funds collected therein against certain compensation.