This Policy aims to establish guidelines and procedures governing the management of actual or potential conflict of interest between the Company’s Shareholders, the Board of Directors, and other stakeholders as the need may be (“Concerned Parties”), in accordance with regulatory requirements, to ensure that transparency is maintained in transactions conducted on Tala’s digital investment platform (“Tala”).

This Policy complies with the regulations set forth by the Capital Market Authority “CMA” and the Companies Law of the Kingdom of Saudi Arabia, as well as any other applicable laws and regulations of the Kingdom of Saudi Arabia.

1.  Conflict of Interest

A conflict of interest occurs when the personal interests of the concerned party conflict with Tala’s general interests.

Tala acknowledges that the concerned parties may have personal interests associated with the Tala Platform. However, Tala’s interests must take precedence over any other interest associated with the concerned parties. Therefore, the parties involved must refrain from influencing Tala’s decisions in the event of a potential or actual conflict of interest. In the event of this, any conflict of interest shall be disclosed in accordance with the methods and means specified in this policy and the relevant laws and regulations in the Kingdom of Saudi Arabia.

2.  Examples of Conflict of Interest

The following are examples of actual or potential conflicts of interest. These examples are not limited to:

• Making decisions or engaging in transactions that benefit a company in which one of the concerned parties has a financial or personal interest in.
• An Employee or their relatives performs any work for suppliers, sub-suppliers, or competitors.
• The presence of a business interest that may lead to conflicts of interest, delayed goals, and ineffective performance within the company.
• Irregular personal advantages obtained by any of the concerned parties because of their position in Tala are strictly prohibited.

Conflict of interest involving major Shareholders:

• Transactions involving major shareholders must be disclosed according to applicable laws and regulations.

Conflict of Interest involving the Board of Directors:

• Transactions in which the members of the Board of Directors have an interest shall be disclosed in accordance with the applicable laws and regulations The Board should also consider the independence requirements and potential conflicts of interest outlined by the Capital Market Authority when hiring financial advisors, legal and auditing services, and other providers. If a Board member has a personal interest in a transaction, they are not allowed to vote on any resolutions related to it.

3. Independency of External Auditors

External auditors must maintain their independence and be appointed in accordance with regulations issued by the Capital Market Authority and the applicable laws and regulations.

4.  Additional Provisions

The following terms and conditions apply to all parties concerned:

• The concerned parties agree to review and adhering this Policy, its annexes, and any future updates.

Not to exploit their possession to achieve personal interest, and to carry out your duties and responsibilities to the company independently and without any actual or potential conflict of interest, prioritizing the company’s interests, as outlined in this Policy.

• Make every effort to avoid conflicts of interest. If they arise, address them according to the procedures laid out in this Policy.
• Maintaining the confidential information private and not disclosing or exploiting it to use for personal gain.
• Refrain from exploiting, directly or indirectly, the relationship with Tala or the investment opportunities offered to achieve any personal interest or gains.

5.  Handling of Personal Interests

All investors, concerned parties, and employees must disclose personal interests that may interfere with transactions on the Tala Platform and follow the relevant procedures.

6.  Effective Date and Review

The Transparency and Disclosure policy is effective from the date of its approval by the Board of Directors and is reviewed periodically as necessary. Any amendments to this policy will require the Board’s approval.

7.  Public Disclosure

The Transparency and Disclosure Policy is made available to investors through the Tala Platform, or any other means designated by the Board of Directors for easy access and understanding of the policy’s contents.