​Nomination conditions for the members of the Board of Directors elected by the General Assembly of Shareholders other than Qatar Petroleum and the General Retirement and Pension Authority

First: General conditions for all candidates, whether independent or non-independent

1.The candidate must be at least twenty-one years old.

2.He should not have been convicted of a criminal offense or an offense involving morality or dishonesty, or of any of the crimes referred to in Articles (334) and (335) of the Commercial Companies Law No. 11 of 2015 or the crimes stipulated in Article 40 of Law No. 8 of 2012 of Qatar Financial Authority Markets (QFAM). He shall not be prohibited from performing any work in the entities regulated by QFAM under Article 35 (12) of Law No. 8 of 2012 unless he has been rehabilitated.

3.He shall not have already been declared bankrupt unless he is rehabilitated.

4.He must hold a minimum number of (50,000) shares of the Company's shares allocated to guarantee the rights of the Company and the shareholders. This condition for valid reasons maybe met within 30 days of the election date, otherwise the reference membership shall be automatically null and void.

5.He shall possess professional merits, integrity and good reputation.

6.He shall not have an interest in conflict with the interests of the company.

7.The candidate, whether in his personal capacity or as a representative of a legal person, shall not be an employee or a member of the board of directors of more than three other joint stock companies headquartered in the State of Qatar.

8.The candidate, either in his personal capacity or as a representative of a legal person, may not be the Chairman of the Board of Directors or a Vice-Chairman in more than two companies whose head offices are in the State of Qatar.

9.He shall not combine the membership of the Board of Directors of WOQOD with the membership of the Board of Directors of another company engaged in activities equivalent to with the main activities of WOQOD.

10.The candidate, whether in his personal capacity or in his capacity as a representative of a legal person, may not be managing director of more than one company whose head office is in the State.

11.A candidate shall not be eligible for membership of the Board of Directors unless he is nominated by shareholders owning at least 1% of the share capital of Qatar Fuel (WOQOD) ie 99.425.576 shares in accordance with Article 20.3 of the WOQOD Articles of Association.

Second: Additional conditions for independent members

1.He shall be fully independent and shall not maintain any relations with others that would distract him from his total loyalty to the shareholders.

2.He shall not be the owner of more than (1%) of the shares of the company or any company of its group.

3.He shall not to be a representative of a legal person who owns at least 5% of the shares of the company or any company of its group.

4.He shall not to be in the senior executive management of the company or any company of its group during the year preceding the elections of the Board.

5.He shall not have a first degree relationship with any of the members of the Board or the senior executive management of the company, or any company of its group.

6.He should not be a member of the board of directors of any company within the group of the company he is nominated for membership of its Board of Directors.

7.He should not be employed during the two years preceding the elections of the Board to any of the parties associated with the company or any company in its group such as chartered accountants and major suppliers, or he should not have control shares in any of those parties during the previous two years preceding the Board elections.

8.He shall not have direct or indirect dealings with the company or any company of its group during the two years preceding the elections of the Board.