Related Party Transactions

Related parties represent major shareholders, board members, and key management personnel of Bupa Arabia and companies of which they are principal owners and any other entities controlled, jointly controlled, or significantly influenced by them. Contract pricing policies and terms are conducted on an arm’s length basis, and transactions are approved by the Company’s Management or, if necessary, by the Company’s Board of Directors.

In any instance where any board member was conflicted, whether personally or via a related party relationship, the conflicted board member did not vote.

The following are the details of the major related party transactions during the year and their related balances:

Legal Entity	Related Party	Description	2022 Period	2021 Period	2022	2021	Change
					SR ’000	SR ’000
Bupa Global	Bupa	Reinsurance Premium Ceded (Bupa International Saudi Arabia Plan)	12 months January-December	12 months January-December	93,406	59,358	34,048
Various	Various	Other Expenses – net	12 months January-December	12 months January-December	2,068	1,575	493
Bupa Investments Overseas Limited (BIOL)	Bupa	Tax Equalization – net	12 months January-December	12 months January-December	68,431	14,241	54,190
Bupa Investments Overseas Limited (BIOL)	Bupa	Board and Committee Member Remuneration	12 months January-December	12 months January-December	915	833	82
Bupa Middle East Holdings Two. WLL (BMEH2)	Bupa and Nazer	Trade Mark Fees	12 months January-December	12 months January-December	32,094	26,611	5,483

All contracts are for a 12-month period for both 2021 and 2022.

Related Party Transactions Relating to Insurance Contracts

Details of health insurance contracts associated with Bupa Arabia’s Board members, or that of their first-degree relatives, are reflected below:

Bupa Arabia Board Members’ Personal/Family Health Insurance with Bupa Arabia

Board Member Name	Contract Description	Period	Saudi Riyals	Gross Written Premium (GWP)
				2022	2021	2022 Change	2022 Percentage Change
Eng. Loay H Nazer	Nazer Group Ltd. Related Contracts (multiple contracts)	12 months	SR millions	18	10	8	80
Dr. Abdulla Elyas	Careem Contract Health Insurance Scheme	12 months	SR millions	1	1	0	0
Mr. Tal Nazer	Bupa Arabia Employees Health Insurance Scheme	12 months	SR millions	22	21	1	5
Mr. Nader Ashoor	Bupa Arabia Employees Health Insurance Scheme	12 months	SR millions	22	21	1	5
Mr. Osamah Shaker	Gulf International Bank (GIB) – (GIB Capital)	12 months	SR millions	17	1	16	1,600

The explanations for these contracts are available below:

Board Member Name	Contract Explanation
Eng. Loay H Nazer	Health cover for self and family as an employee of the Nazer Group Ltd. and the Nazer Group Ltd.settles to Bupa Arabia directly
Mr. Tal Nazer and Mr. Nader Ashoor	Health cover for self and family, as well as all employee members of the Bupa Arabia Health Insurance scheme, and reflected within the staff costs
Dr. Abdulla Elyas	Health cover for self and family is as an employee of Careem, and Careem settles to Bupa Arabia directly
Mr. Osamah shaker	Health cover for self and family is as an employee of GIB Capital, and Gulf International Bank (GIB) – (GIB Capital) settles to Bupa Arabia directly

Bupa Arabia Board Members’ Other Related Party Health Insurance with Bupa Arabia

Board Member Name	Contract Description/Explanation	Period	Saudi Riyals	Gross Written Premium (GWP)
				2022	2021	2022 Change	2022 Percentage Change
Mr. Zaid Algwaiz	Riyadh Cables Group Company	12 months	SR millions	10	7	3	42
Mr. David Fletcher Mr. Martin Houston Mr. Nigel Sullivan	During 2022 there was a group of contracts which Bupa (England, UK) had an interest in	12 months	SR millions	1	1	0	0
Mr. Nader Ashoor	Saudi Ground Services	12 months	SR millions	107	N/A	N/A	100
	Middle East Paper Company (MEPCO)			4	N/A	N/A	100
	SISCO – Saudi Industrial Services Co.			1	N/A	N/A	100
Mr. Tal Nazer	NAJM for Insurance Services Co.	12 months	SR millions	43	N/A	N/A	100
	Cool Inc. Hospitality Company (multiple contracts)	12 months	SR millions	3	N/A	N/A	100
Dr. Abdulla Elyas Mr. Ali Sheneamer	Tam Development	12 months	SR millions	1	N/A	N/A	100
Mr. Ali Sheneamer	AMS Baeshen Co.	12 months	SR millions	3	3	0	0

Any health insurance coverage which Bupa Arabia provides to any Bupa Arabia Board Member, and/or if applicable, his company, family, or other individuals with whom he may be associated or have an interest, is strictly on an arm’s length basis, with no preferential treatment in any form, and in accordance with the pricing and loss ratio targets outlined in the Company’s underwriting Policy/Manual. This is in full adherence to each of the SAMA medical pricing regulations, and the CHI medical insurance product regulations.

Declarations Relating to Waiver of Salary, Compensation and Rights to Dividends

The Company confirms the below declarations:

• That it has not issued, nor granted, any convertible debt instruments, options, warrants, or similar rights during the financial year and accordingly has not received any consideration for the same.
• That it has not converted, nor issued, nor granted, any subscription rights under any convertible debt instruments, contractually based securities, warrants, or similar rights during the financial year.
• That it has not redeemed, purchased, or cancelled any redeemable debt instruments during the financial year. The Company has no such securities outstanding so the value of the same is nil.

Our Shareholders and Our Disclosure of Information to All Stakeholders

As of 31 December 2022, the major shareholders were as per the table below:

Name of Shareholder	Shares	Shares Percentage
Bupa Investments Overseas Limited (BIOL)	64,875,000	43.25
Nazer Group Holding Company Ltd. (Nazer)	11,008,190	7.33
Major Shareholders	75,883,190	50.58
Public Shareholders	74,116,810	49.41
Total	150,000,000	100.00

Tadawul Shareholder Database Requests

During 2022, Bupa Arabia made thirteen (13) requests of Tadawul for its shareholder database, on a variety of dates, and they are as follows:

Request Date		Request Purpose
1.	25 January 2022	Corporate Action
2.	01 February 2022	Corporate Action
3.	08 February 2022	Corporate Action
4.	28 February 2022	General Assembly
5.	07 June 2022	Corporate Action
6.	30 June 2022	General Assembly
7.	04 July 2022	Dividend Entitlement
8.	23 August 2022	Corporate Action
9.	24 August 2022	Corporate Action
10.	25 August 2022	Corporate Action
11.	19 September 2022	Corporate Action
12.	22 December 2022	General Assembly
13	31 December 2022	Corporate Action

Other Disclosures and Information in Accordance with Laws and Regulations

Provision of Corporate Governance

Bupa Arabia is committed to and in full compliance with and adherence to the provisions of the SAMA Insurance Corporate Governance Regulations, as well as with the requirements of the Company’s Code of Corporate Governance. There are a number of guiding requirements within the CMA regulations which Bupa Arabia has decided to either adopt, for example, within the RMC scope which is related to corporate governance, or to adopt them in the future, either when required as mandatory, or earlier if they are considered appropriate and best practice.

Article Number	Article Section and Narrative	Reason for Non-Compliance
Article 90: Disclosure of Remunerations	Article 90 paragraph (4) point (b) Disclosure of the five Senior Executives who have received the highest remuneration from the Company, provided that the chief executive officer and chief financial officer are among them.	Bupa Arabia has disclosed the top five executive payments, including the CEO and CFO, in totals under the Remuneration section of this report.
51 – Audit Committee Formation	Paragraph (c) The Chairman of the Audit Committee shall be an Independent Director.	Bupa Arabia’s Audit Committee Chairman is an independent member, who is not a member of the Board of Directors as this article is a guiding article.

In terms of the CMA Corporate Governance Regulation Article Number 86, regarding policies that regulate the relationship with stakeholders to protect their respective rights, Bupa Arabia has enhanced its policies during 2022 to ensure a stronger alignment with regulations and the latest international best practice.