Without prejudice to the provisions of the Companies Law, the Capital Market Law and their implementing regulations, the remuneration policy shall:

A. Be consistent with the Company‘s strategy and objectives.

B. Providing remunerations with the aim to encouraging Members of the Board of Directors and Executive Management to achieve the success of the Company and its long-term performance, such as making the variable part of the remuneration linked to the long-term performance.

C. Determine remuneration based on the level of the position, duties and responsibilities, the educational qualifications practical experience, skills, and level of performance.

D. Be consistent with the magnitude, nature, and level of risks faced by the Company.

E. Taking into consideration the practices of other companies in respect of the determination of the remunerations, and avoid the disadvantages of such comparisons in leading to unjustifiable increases in remunerations and compensations.

F. Attract talented professionals and retain and motivate them without exaggeration.

G. Be preparing in coordination with the Nomination and Remuneration Committee in respect of new appointments.

H. Taking into consideration situations where remunerations should be suspended or reclaimed if it is determined that such remunerations where based on inaccurate information provided by a Member of the Board of Directors or Executive Management, in order to prevent abuse of power to obtain unmerited remuneration.

I. Regulating the grant of Company’s shares to Members of the Board of Directors and the Executive Management, whether newly issued or purchased by the Company.

Board of Directors’ remuneration

1. The method of remunerating the members of the Board of Directors shall be determined by the Company's by-laws.
2. The General Assembly shall be responsible for determining the amount of remuneration for members of the Board of Directors.
3. Without prejudice to other relevant laws and regulations issued by other supervisory authorities and in addition to the relevant provisions of the Companies Law and its implementing regulations, in addition to the following criteria:
• The remuneration must be fair and proportionate to the Board Member’s activities carried out and responsibilities borne by the Board Members in addition to the objectives set out by the Board of Directors to be achieved during the financial year.
• The remuneration must be based on the recommendation of the Nomination and Remuneration Committee.
• The remuneration must be proportionate to the Company's activities and the skills required to its Management.
• Taking into consideration the sector in which the Company operates, its size, and experience of its Board Members.
• The remuneration must be reasonably sufficient to attract, motivate, and retain highly qualified and experienced members of the Board of Directors.
4. Members of the Board of Directors shall not vote on the agenda item relating to the remuneration of Board of Directors Members at General Assembly Meeting.
5. A Board Member may receive a remuneration for any additional executive, technical, managerial, or consultative – pursuant to professional license – duties or positions carried out by the Board Members and such remuneration should be in addition to the remuneration they may receive in their capacity as a member of the Board of Directors and in the committees formed by the Board, pursuant to the Companies Law and the Company's by-laws.
6. The remuneration of different Board of Directors members may vary depending on the Board Members experience, expertise, duties he/she undertake, independence and number of Board meetings he/she attended in addition to other considerations.
7. If the General Assembly decides to terminate the membership of any Board Member who fails to attend three consecutive Board meetings or five non-consecutive Board meetings during his/her membership without a legitimate excuse accepted by the Board, then such Board Member shall not be entitled to any remuneration for the period starting from the last attended Board meeting, and he/she shall pay back any remuneration he/she received for that period.
8. If it is evidenced to the Audit Committee or the Authority that the remuneration paid to any member of the Board of Directors was based on false or misleading information presented to the General Assembly or included in the Board of Directors' annual report, the Board Member shall return such remuneration to the Company, and the Company may request such Board Member to return such remuneration.

Executive Management remuneration

The following criteria shall be taken into account when determining Executive Management remuneration:

• The remuneration shall be fair and proportionate to the activities and responsibilities of the Executive Management member, in addition to the specific objectives set by the Executive Management for the financial year.
• The salary schedule for Executive Management positions shall be evaluated by the Nominations and Remuneration Committee according to the description of the position, the general market, and benchmarking criteria with similar companies.

Details of remuneration

There are no arrangements or agreements under which any of the Company’s Directors, Members of the Committees or Senior Executives have waived their rights for remunerations.

The Relationship between Remuneration and the Applicable Remuneration Policy

There is no substantial deviation in the remuneration awarded according to the policy.

Allowances for Board Members for attending Board meetings

Members of Board of Directors	Fixed remunerations							Variable remunerations						End of service rewards	Aggregate Amount	Expenses, allowances
	Specific amount	Allowance for attending Board meetings	Total allowance for attending committee meetings	In-kind benefits	A statement of the Board members remuneration as workers or managers or payments received for technical, administrative and consultancy works	Remuneration of the Board Chairman, Managing Director or Secretary, if they are committee members	Total	Percentage of the profits	Periodic remunerations	Short-term incentive plans	Long-term incentive plans	Granted shares	Total
First: Independent members
Mr. Abdullah Bin Saud Bin Marshoud Al Romaih	200,000						200,000
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr	200,000						200,000								200,000
Total	400,000						400,000								400,000
Second: Non-executive members
HRH Prince Mishal Bin Sultan Bin Abdulaziz Al Saud	200,000						200,000								200,000
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al Omran	200,000						200,000								200,000
Total	400,000						400,000								400,000
Third: Executive members
Mr. Ghassab Bin Salman Bin Ghassab Bin Mandeel	200,000						200,000								200,000
Mr. Hamad Bin Abdullah Bin Fahad Al Bakr	200,000						200,000								200,000
Total	400,000						400,000								400,000
Grand total	1,200,000						1,200,000								1,200,000

 

Remuneration to the top five Senior Executives

Senior Executives		Fixed remunerations										Variable remunerations												End of Service Rewards		Total remuneration for executives in the Board		Grand Total
		Salaries		Allowances		In-kind benefits		Total				Periodic remunerations		Profits		Short-term incentive plans		Long-term incentive plans		Granted shares		Total
For 2023 (SAR)		6,339,801		2,218,932				8,558,733																458,447		400,000		9,417,181
For 2022 (SAR)		5,426,250		1,808,750				7,235,000																407,861		400,000		8,042,861

Remuneration of committee members for membership in Board committees

	Fixed remuneration (except for the allowance for attending Board meetings)	Allowances for attending Board meetings	Total
Audit Committee Members
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr	100,000		100,000
Mr. Mishal Bin Salman Bin Ghassab Bin Mandeel	100,000		100,000
Mr. Amin Abdel Raouf Hariz	100,000		100,000
Total	300,000		300,000
Investment Committee Members
HRH Prince Mishal Bin Sultan Bin Abdulaziz Al Saud	100,000		100,000
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al Omran	100,000		100,000
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr	100,000		100,000
Total	300,000		300,000

Given that the Nomination and Remuneration Committee was recently formed on 09/09/1445H (corresponding to 19 March 2024), no remunerations have been distributed to the committee members for the year 2023.

General Assembly

The General Assembly held two meetings during 2023 that were attended by members as shown in the table below:

	Attendance
Member name	First meeting (19 June 2023)	Second meeting (29 November 2023)
HRH Prince Mishal Bin Sultan Bin Abdulaziz Al Saud (Chairman of the Board)
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al Omran (Vice Chairman of the Board)	–
Mr. Ghassab Bin Salman Bin Ghassab Bin Mandeel (Member)
Mr. Hamad Bin Abdullah Bin Fahad Al Bakr (Member)
Mr. Abdullah Bin Saud Bin Marshoud Al Romaih (Member)		–
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr (Member)		–

Achievements in 2023

• Turning Logistics Segment into profitability

  Transforming the logistic segment from loss making into a profit-making business marks a pivotal achievement in Jahez's operational strategy. By optimizing logistics operations, improving delivery efficiency, and implementing innovative cost-management solutions, the Group successfully transitioned Logi into a winning asset. This transformation underscores the Group's focus on maximizing efficiency and profitability across all aspects of its operations, showcasing a model of sustainable growth.

• Entering the Kuwait Market

  In January 2023, Jahez expanded its operations beyond its existing markets in Saudi Arabia and Bahrain by entering the Kuwait market. This strategic move not only demonstrates Jahez's ambitious growth plans but also its capability to adapt and thrive in new, diverse markets. Entering Kuwait allowed Jahez to tap into a vibrant and growing food delivery market, leveraging its successful business model and operational expertise to establish a foothold and cater to the unique tastes and preferences of Kuwaiti consumers.

• Expansion Beyond Food Delivery

  Jahez's expansion of its product offering beyond food delivery illustrates its vision to evolve into a versatile platform catering to a broader range of consumer needs. By integrating services such as grocery delivery, pharmaceuticals, and other on-demand delivery services, Jahez is positioning itself as an ecosystem enhancing customers lifestyle and empowering businesses. This diversification strategy not only enhances the value proposition for its users but also opens up new revenue streams, fortifying its market position.

• Publishing the First Sustainability and ESG Report

  The publication of Jahez's first-ever sustainability and ESG (Environmental, Social, and Governance) report signifies a landmark step towards transparency and commitment to sustainable business practices. This report highlights Jahez's initiatives in promoting environmental stewardship, social responsibility, and governance excellence. By focusing on sustainability and ESG principles, Jahez not only aligns with global standards but also addresses stakeholder expectations for corporate responsibility and ethical business conduct.

• Acquisition of Marn Company

  In January 2023, the Group completed the acquisition of the Marn Business Information Technology, a leading business digital solutions provider, offering multiple modern technical services that support merchants in their growth. In addition to improved services to various stakeholders, Marn helped merchants build their own unique ecosystems by developing systems through various digital solutions such as point of sale systems that work in conjunction with different service providers and partnerships.

• Investing in Innovation

  The Group's investment strategy, with a portfolio exceeding SAR 84 million in value, illustrates its commitment to diversifying and strengthening the on-demand services by investing in both emerging and established companies like “Redbox”, “CloudShelf”, “Barq”, “Soum”, and “Parcel”, alongside previous investments in “Nana”, “Hala”, “Bonat”, and “Omniful”, the Group is nurturing an ecosystem ripe for innovation and growth. These investments span across logistics, e-commerce, and more, showcasing a broad approach to capturing market trends within the ecosystem.

Challenges in 2023

Jahez Group managed to overcome many challenges during 2023 with success due to its incorporated vision and mission with set objectives in the targeted markets. The group business verticals are interconnected to a certain extent that share similar nature grounds with related stakeholders. Overcoming the challenges, during FY 2023, faced by the group services with a unique combination of strategic planning, operational improvements, and customer-centric approaches. Jahez group offers a wide range of services into different sectors including Online food delivery, quick commerce, cloud kitchen, and logistics that generated the core revenue streams. To shortly summarize those challenges weather internal or external parts of the organization, the below details depict each topic highlighting related issues and ways that tackled during the fiscal year of 2023 as follows:

• Intense Competition: The targeted markets were highly competitive, with numerous platforms vying for customers' attention. Jahez Group was constantly on track to innovate and differentiate related offering and positioning to attract and retain customers.
• Operational Efficiency: Ensuring smooth operations and timely deliveries was a significant challenge. Therefore, The Group aimed to organize and direct a large network of delivery partners, coordinating orders, and optimizing routes that imposed an efficient in-house logistics solution and technology systems.
• Profitability: Achieving profitability in the said sectors is difficult due to high operating costs. The costs associated with delivery logistics, marketing, customer acquisition, and maintaining a platform usually impact the overall financial sustainability of a business. Therefore, The Group management emphasized on the economy of scale with synergized platforms from information technology, operation, and manpower with efficient utilization and professional utilization of state art of technologies.
• Merchants’ Partnerships: Building and maintaining partnerships with restaurants and retail outlets is challenging all the time. Convincing partners to join the platforms, managing relationships, and ensuring a mutually beneficial arrangement with different business models was time-consuming and required significant effort.
• Regulatory and Legal Considerations: Compliance with local regulations, food safety standards, labor (drivers) laws, and other legal requirements did pose challenges for online food delivery platforms operating in different jurisdictions. Yet, The Group focused to be leading in compliance with required terms and conditions and shall continue doing that during the coming year.
• Technological Infrastructure: Maintaining a robust and scalable technological infrastructure to handle a large volume of orders, manage payments, support customer inquiries, and integrate with various systems was a challenge for online goods delivery services. Thus, The Group continued deploying inhouse and on demand development while enabling proper ecosystem that maintain its leading value proposition.
• Sustainability and Environmental Impact: The issue of sustainability is gaining importance in the food delivery industry. Balancing the convenience of delivery with efforts to reduce environmental impact, such as optimizing delivery routes and promoting eco-friendly packaging, yet is presenting a challenge to overcome soon.

Objectives for 2024

In 2024, Jahez Group aims to harness the power of integration between its food and non-food segments, creating a cohesive ecosystem that enhances operational efficiency and customer experience. This strategic objective is focused on leveraging cross-segment synergies to unlock new value propositions, drive innovation, and foster sustainable growth across all areas of its business.

The Group is also determined to deepen its market penetration, reinforcing its presence and expanding its footprint within existing markets. This goal involves not just increasing market share but also enhancing the depth of services offered, ensuring that customer needs are met with unparalleled efficiency and variety.

In 2024, a pivotal objective for Jahez Group is to transition from Nomu - Parallel Market to the Main Market of the Saudi Stock Exchange (Tadawul). This strategic move is aimed at elevating the company’s status, enhancing its visibility among a broader investor base, and unlocking greater capital opportunities in addition to better governance. The transfer is subject to regulatory approvals.