ACR ReTakaful MEA B.S.C. (c) DIRECTORS AND MANAGEMENT

BOARD OF DIRECTORSRaja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda (Resigned: 1 February 2017) ChairmanDatuk Dr Syed Muhamad Bin Syed Abdul Kadir ChairmanAhmad Farouk bin Mohamed (Resigned: 1 February 2017) DirectorDatuk Mohd. Najib bin Hj. Abdullah DirectorSergei Alexeyevich Korol (Appointed: 14 March 2016) DirectorKhalid Nasser Humaid AbdulRahman AlShamsi (Resigned: 1 February 2017) DirectorJonathan Andrew Cimino (Resigned: 1 February 2017) DirectorWong Ah Kow (Appointed: 13 March 2017) DirectorMohd Salleh Bin Hj Harun (Appointed: 13 March 2017) Director

FINANCE AND INVESTMENT COMMITTEEAhmad Farouk bin Mohamed (Resigned: 1 February 2017) ChairmanSergei Alexeyevich Korol (Appointed: 14 March 2016) MemberKhalid Nasser Humaid AbdulRahman AlShamsi (Resigned: 1 February 2017) MemberErcument Cetin Alanya (Resigned: 15 March 2016) Member

AUDIT AND COMPLIANCE COMMITTEEDatuk Mohd. Najib bin Hj. Abdullah ChairmanRaja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda (Resigned: 1 February 2017) MemberDatuk Dr Syed Muhamad Bin Syed Abdul Kadir Member

SHARIAH COMMITTEEDr. Abdul Karim bin Ali ChairmanDr. Abdulaziz Khalifa Al Qassar MemberDr. Mohammad Abdul Rahim Sultan Al Olama MemberDr. Zaharuddin Bin Abdul Rahman Member

STRATEGY, RISK AND CAPACITY COMMITTEEDatuk Mohd. Najib bin Hj. Abdullah ChairmanAhmad Farouk bin Mohamed (Resigned: 1 February 2017) MemberSergei Alexeyevich Korol (Appointed: 14 March 2016) MemberKhalid Nasser Humaid AbdulRahman AlShamsi (Resigned: 1 February 2017) MemberErcument Cetin Alanya (Resigned: 15 March 2016) Member

NOMINATION COMMITTEEDatuk Dr Syed Muhamad Bin Syed Abdul Kadir ChairmanRaja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda (Resigned: 1 February 2017) MemberSergei Alexeyevich Korol (Appointed: 14 March 2016) MemberKhalid Nasser Humaid AbdulRahman AlShamsi (Resigned: 1 February 2017) MemberErcument Cetin Alanya (Resigned: 15 March 2016) Member

REMUNERATION COMMITTEEDatuk Dr Syed Muhamad Bin Syed Abdul Kadir ChairmanRaja Tan Sri Dato’ Seri Arshad Bin Raja Tun Uda (Resigned: 1 February 2017) MemberSergei Alexeyevich Korol (Appointed: 14 March 2016) MemberKhalid Nasser Humaid AbdulRahman AlShamsi (Resigned: 1 February 2017) Member

GENERAL MANAGEMENTVithya Karunakaran Acting Chief Executive Officer

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ACR ReTakaful MEA B.S.C. (c)REPORT OF THE BOARD OF THE DIRECTORSFor the year ended 31 December 2016

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Board of Directors and Committee meetings held during the year

The number of Board of Directors and Committee meetings held during the year ended 31 December2016 is as follows:

No. of meetings heldBoard of Directors 6Finance & Investment Committee 3Audit & Compliance Committee 6 (inclusive 2 special meetings)Strategy, Risk & Capacity Committee 6Nomination Committee 3Remuneration Committee 1Attendance for each individual member of the board and the committees was more than 75% in allmeetings.

Directors’ shareholding

None of the directors of the Company hold shares in the Company.

Executive Management of the Company

Vithya Karunakaran is the Acting CEO of the Company.

Directors’ and Executive Management Compensation

Details of compensation paid to the Directors and Executive Management are provided in the Notesto the Financial Statements for the year ended 31 December 2016. The Directors sitting fee for theyear ended 31 December 2016 was USD 140 thousands (2015: 140 thousands).

Auditors

Ernst & Young have expressed their willingness to continue in office as auditors of the Company forthe year ending 31 December 2017.

Acknowledgements

The Board acknowledges with gratitude the co-operation and support extended by clients, the CentralBank of Bahrain, the Ministry of Industry & Commerce, the Company’s Shariah Committee and otherfinancial institutions. The Board also wishes to place on record their sincere appreciation of theservices rendered by all employees of the Company and is thankful to the Shareholders for theircontinued support.

By order of the Board on the 21 March 2017

_____________________________________________Datuk Dr. Syed Muhamad Bin Syed Abdul KadirChairman

Shari’a Committee Report

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In the Name of Allah, the Merciful, the Compassionate

Thanks to Allah, the Almighty, Prayers and Peace be Upon the True Messenger,His Relatives, and All His Companions

To the Shareholders and Participants of ACR ReTakaful MEA B.S.C. (c)

Assalam Alaikum Wa Rahmat Allah Wa Barakatuh,

In compliance with our appointment to undertake the duties of Shari’a supervision, we hereby submitthe following report.

The Shari’a Committee reviewed the procedures relating to ACR ReTakaful MEA B.S.C. (c)’stransactions and the applications introduced by the Company for the year ended 31 December 2016.

The Committee has reviewed and confirmed the implementation of the principles and guidelinesgoverning the relationship between the participants and shareholders in order to identify the rights ofeach side. The Committee gave its Shari’a directives for retakaful transactions and answered queriesmade by the management. It is the management’s responsibility to ensure that the Company conductsits business in accordance with Islamic Shari’a principles. Our responsibility is to express an opinionon the Company’s operations and that the financial statements are prepared on the basis of and inaccordance with the principles of Islamic Shari’a.

In our opinion and to the best of our knowledge:

1. The charging of losses and expenses to the participants and shareholders fully conform withthe principles established by ourselves in compliance with Shari’a rules and principles;

2. During the year, it has been observed that the Company has received interest fromconventional cedents on contribution reserve in previous years amounting to USD 252,944;this income has been decided as Shari’a Non-compliant Income. We have advised themanagement to undertake the necessary purification exercise according to the Company’s‘Purification Policy of Shari’a Non-Compliant Income’; and

3. The calculation of Zakat is in compliance with Islamic Shari’a rules and principles and asdirected by Shari’a Committee. It should be noted that the responsibility for payment of Zakatis undertaken by the shareholders

We pray to Allah the Almighty to grant the Company continuous success for purifying businesstransactions from suspicions and prohibitions.

Shari’a Committee Report

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Assalam Alaikum Wa Rahmat Allah Wa Barakatuh

22 Jummada al-akhir, 1438 corresponding to 21 March 2017

________________________________ _________________________________Dr Abdul Karim bin Ali Dr. Zaharuddin Bin Abdul Rahman

Chairman Member

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Dr. Abdulaziz Khalifa Al Qassar Mohammad Abdul Rahim Sultan Al OlamaMember Member