The ARCC assists the Board in ensuring effective internal controls and risk management processes. The Committee’s mandate extends to ensuring the integrity of financial statements; overseeing internal assurance, risk, and compliance functions; and managing engagements with external auditors.

The following Board Members were appointed to the ARCC upon its formation, for an initial term of three years from date of appointment.

Committee members (as at 31 December 2024)

• Mr. Omar Abdulla Al Hashmi (Chairperson)
• H.E. Rima Al Mokarrab Al Mheiri
• Dr. Saeed Abdulla Mohamed Bin Mutlaq Alghfeli

Key focus areas in 2024

• Reviewing and providing feedback on key corporate policies.
• Reviewing the Company Financial Statements
• Assessing the Corporate risks and remediation plan status
• Approving the Internal Audit Plan for 2024, monitoring progress of implementation against the audit plan, reviewing of audit reports and findings, and reviewing and overseeing the status of the management action plan.

The Audit, Risk, and Compliance Committee supports the Board in fulfilling its responsibilities regarding financial reporting, external and internal audits, and controls. This includes reviewing and monitoring the integrity of financial statements, assessing the scope of non-audit work performed by external auditors, advising on the appointment of external auditors, managing the relationship with them, evaluating the effectiveness of the external audit process, and reviewing the efficacy of internal control reviews. Ultimately, the Board retains the responsibility for reviewing and approving the annual report and accounts. The Audit Committee considers the relevant laws and regulations of the UAE, the ADGM, the SCA, and the ADX.

According to the committee charter, the Audit, Risk, and Compliance Committee shall comprise at least (3) three Non-Executive Board Members and a maximum of five (5) Members, of which (2) two shall be Independent Board Members. Regardless of the total committee membership, the Committee is chaired by one of the independent members. The Committee meets no fewer than four times a year.

The Audit, Risk, and Compliance Committee takes necessary measures to ensure the independence of the Company’s external auditors in accordance with applicable laws.

Members of the Audit, Risk and Compliance Committee acknowledge their accountability for the systems in place, the evaluation of their operational mechanisms, and ensuring their effectiveness. The Chairman also recognises his responsibility for overseeing the committee’s policies, reviewing its mechanisms, and ensuring its overall efficiency.

The table below details the meetings held by the Audit, Risk and Compliance Committee, and attendance of the same, since listing of Alef Education in June 2024.

ARCC Attendees	Attendance
	29 July 2024	24 October 2024
Mr. Omar Abdulla Al Hashmi ARCC Chairman
H.E. Rima Al Mokarrab ARCC Member
Dr. Saeed Alghfeli ARCC Member
Huda Qutishat ARCC Secretary

The NRC oversees appointment and compensation of the Board, Senior Management, and Employees; while ensuring independence of the Board and related compliance with Company policies and regulatory requirements.

The following Board Members were appointed to the NRC upon its formation, for an initial term of three years from date of appointment.

Committee members (as at 31 December 2024)

• H.E. Ahmed Ali Al Sayegh (Chairperson)
• H.E. Noura bint Mohammed Al Kaabi
• H.E. Jameela Al Mheiri

Key focus areas in 2024

• Reviewing compensation practices
• Assessing recommendations based on an external benchmarking exercise conducted by a third-party
• Overseeing changes in key leadership positions

The Nomination and Remuneration Committee supports the Board in establishing and overseeing policies regarding nominations and remuneration for the Board, its committees, and senior management. The primary purpose of the NRC is to assist the Board of Alef Education in fulfilling its oversight responsibilities with respect, but not limited, to:

• Monitoring the nomination process for the Board and Executive Management of Alef Education;
• Facilitate the search for balanced and qualified Board and Committee members that will provide sound oversight over the affairs of Alef Education;
• Recommending to the Board to update the policies related to the Board membership;
• Overseeing succession plans for key Executive Management positions, such as the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”);
• Supervising all matters related to the Remuneration of the members of the Board and its Committees and the Executive Management;
• Evaluating the performance of the Board and Executive Management of Alef Education; and
• Providing recommendations to the Board about the annual bonus and salary amendments of all Employees.

According to the committee charter, the Nomination and Remuneration Committee shall comprise at least (3) three Non-Executive Board Members and a maximum of (5) five members, of whom (2) two shall be Independent Board Members regardless of the total committee membership provided.

The Committee meets at least once a year, and additional meetings may be scheduled as needed based on Company requirements.

All members of the Nomination and Remuneration Committee must adhere to the Group’s information sharing protocol, which provides guidelines on material non-public information and insider trading matters.

Committee members recognise their accountability for the systems of the Nomination and Remuneration Committee, evaluate their operational mechanisms, and ensure their effectiveness. The Chairman also acknowledges responsibility for overseeing the committee’s policies, reviewing its mechanisms, and ensuring its overall effectiveness.

The table below outlines the meetings convened by the Nomination and Remuneration Committee, and attendance at the same, since listing of Alef Education in June 2024.

The Investment Committee (IC), established by the Board of Directors, is tasked with overseeing and guiding the Company's investment activities, including mergers, acquisitions, and partnerships.

The following Board Members were appointed to the IC upon its formation, for an initial term of three years from date of appointment.

Committee members (as at 31 December 2024)

• H.E. Abdulhamid Mohammed Saeed Alahmadi (Chairperson)
• H.E. Jameela Al Mheiri
• H.E. Rima Al Mokarrab Al Mheiri

The IC ensures that investment decisions align with the Group's strategic objectives and risk management framework, and it has full access to all necessary investment information and documentation.

The Board and executive management must promptly respond to IC inquiries, providing relevant data as needed. Comprised of three Board members with diverse expertise in finance and investments, the IC is appointed for an initial three-year term and is required to hold at least four meetings each financial year.

The table on the right summarizes the meetings held by the Investment Committee, and attendance at the same, since listing of Alef Education in June 2024.