1. Governance Statement

Allocate Capital W.L.L. (the "Company") is a limited liability company incorporated in the Kingdom of Bahrain. The Company recognises corporate governance as an essential component of responsible management, effective oversight, sound decision-making, and the protection of legitimate stakeholder interests.

The Company seeks to conduct its business with integrity, accountability, transparency, and due regard for applicable legal and regulatory requirements. Its governance approach is intended to support responsible capital allocation, appropriate risk management, and sustainable commercial relationships.

2. Legal and Regulatory Framework

The Company's corporate governance arrangements are intended to operate in accordance with the laws of the Kingdom of Bahrain applicable to its legal form and business activities, including Legislative Decree No. (21) of 2001 promulgating the Commercial Companies Law, as amended, to the extent applicable.

The Company shall conduct its activities within the scope of its registered commercial activities and comply with applicable legal, licensing, registration, and regulatory requirements. Where a proposed activity is subject to specific financial services regulation, the relevant requirements must be assessed before that activity is undertaken.

Incorporation as a limited liability company does not, in itself, constitute authorisation to conduct regulated financial services.

3. Management and Accountability

The Company's management and decision-making responsibilities shall be exercised in accordance with its constitutional documents, applicable law, and any duly established delegations of authority.

Persons entrusted with management responsibilities are expected to act within their authorised powers, exercise appropriate care and diligence, maintain relevant records, and ensure that material business commitments receive the required approvals.

The Company seeks to maintain clear accountability for material commercial decisions, investment assessments, contractual commitments, financial obligations, and operational activities.

4. Investment Governance and Capital Allocation

The Company seeks to apply a structured and commercially disciplined approach to evaluating investment opportunities, financing proposals, strategic partnerships, and other transactions falling within the scope of its business activities.

Depending on the nature, size, and complexity of a proposed transaction, the assessment may include financial analysis, commercial evaluation, valuation, counterparty verification, legal review, risk assessment, and appropriate due diligence.

Any investment or financing commitment remains subject to the applicable approval requirements, satisfactory completion of relevant due diligence, execution of definitive transaction documents, and satisfaction of any applicable conditions precedent.

The review or discussion of an opportunity does not, by itself, constitute an investment approval, an offer of financing, or a binding commitment to provide capital.

5. Risk Management and Internal Controls

The Company recognises the importance of identifying, assessing, and managing material risks arising from its business operations and proposed transactions.

Depending on the relevant activity, these risks may include financial, credit, liquidity, market, operational, legal, contractual, regulatory, counterparty, technology, and reputational risks.

Internal controls and review procedures should be proportionate to the Company's activities and designed, as appropriate, to support authorised decision-making, accurate recordkeeping, the protection of confidential information, and responsible management of financial and operational exposures.

6. Legal Compliance and Due Diligence

The Company is committed to observing the legal and regulatory requirements applicable to its activities and business relationships.

Where appropriate or required, due diligence may include verification of corporate registration, identification of beneficial ownership, assessment of counterparties, review of transaction documentation, and verification of source-of-funds information.

Anti-money laundering, counter-terrorist financing, sanctions screening, and other financial crime controls shall be applied to the extent required by applicable law and the nature of the relevant activity.

7. Conflicts of Interest

The Company recognises the importance of identifying and appropriately managing actual, potential, or perceived conflicts of interest arising from its business activities or relationships.

Relevant conflicts should be disclosed and addressed in accordance with applicable law, contractual obligations, and established internal procedures. Depending on the circumstances, appropriate measures may include disclosure, restrictions on participation in a decision, reassignment of responsibilities, or other proportionate safeguards.

8. Ethical Conduct and Professional Standards

The Company seeks to conduct its business with honesty, fairness, professionalism, and respect for contractual commitments. Persons acting on its behalf are expected to operate within their authority, provide accurate information, protect confidential information, and refrain from unauthorised representations or commitments.

Commercial opportunities and business relationships should be evaluated on relevant financial, strategic, legal, and commercial considerations.

9. Transparency and Recordkeeping

The Company seeks to ensure that material business information is recorded, handled, and communicated accurately and appropriately.

Relevant records should be maintained in accordance with applicable legal requirements, contractual obligations, and the Company's recordkeeping arrangements. Information disclosed to stakeholders should be appropriately supported and consistent with applicable confidentiality and disclosure requirements.

Statements concerning the Company's financial position, investment performance, capital availability, regulatory status, or transaction history should be supported by appropriate evidence.

10. Confidentiality and Data Protection

The Company recognises the importance of safeguarding confidential business information, financial records, transaction documentation, and personal data.

Information should be collected, accessed, used, retained, and disclosed in accordance with applicable data protection requirements, contractual obligations, and relevant internal procedures. Safeguards should be proportionate to the nature and sensitivity of the information.

11. Stakeholder Relations

The Company seeks to maintain professional and sustainable relationships with clients, investors, business partners, counterparties, and service providers through responsible business practices, clear contractual arrangements, and appropriate communication.

The rights and obligations of the parties to any transaction shall be determined by the relevant contractual documents and applicable law. Nothing in this statement constitutes a guarantee of investment returns, repayment, capital protection, financing availability, or the performance of any third party.

12. Review and Amendment

This Corporate Governance Statement may be reviewed and updated from time to time to reflect material changes in the Company's activities, governance arrangements, risk profile, or applicable legal and regulatory requirements.

Any amendment shall be made in accordance with the Company's applicable approval procedures.

13. Interpretation and Legal Effect

This statement provides a general overview of the Company's corporate governance principles and is intended for informational purposes. It does not independently create contractual rights or obligations, replace the Company's constitutional documents, or override any mandatory legal or regulatory requirement.

In the event of any inconsistency, applicable law and the relevant binding legal instruments shall prevail in accordance with their respective legal effect.