CONFIDENTIAL – DO NOT DISTRIBUTE WITHOUT FINANCE DEPARTMENT’S

APPROVAL

DELEGATION OF AUTHORITY MATRIX

CRAVIA GROUP HOLDINGS LIMITED

AND ITS SUBSIDIARIES

Effective Date: 15 December 2019

Approved by CGHL’s Board of Directors

_____________________________ ____________________________________

Version Date Description

1.0 October 2016 First Version

2.0 December 2019 Updated based on new organization structure and revision of limits

3.0 October 2020 Updated based on new organization structure and revision of limits

This is a privileged document. All information and data furnished and contained in this document is strictly confidential. All intellectual property rights
and the copyrights of this document shall vest with Cravia Group Holdings Limited. The recipient of this document will keep all information, data and the
complete document strictly confidential and will not ,without prior written consent of the Finance Department, disclose, copy, duplicate, distribute or
reproduce it in any manner whatsoever. Any breach of the above, except as required by applicable law or court order, will be at the cost and consequences
of the recipient.
Contents
1. OVERVIEW ................................................................................................................................................................. 3
1.1 SCOPE .................................................................................................................................................................................. 3
1.2 PURPOSE .............................................................................................................................................................................. 3
1.3 RESPONSIBILITY .................................................................................................................................................................. 3
2. PRINCIPLES ................................................................................................................................................................ 4
2.1 POLICIES AND PROCEDURES ................................................................................................................................................ 4
2.2 TRANSFER OF DELEGATED AUTHORITY (PERMANENT/TEMPORARY) ................................................................................... 4
2.3 IMPLEMENTATION OF DELEGATED AUTHORITY / APPROVAL LIMITS.................................................................................. 5
2.4 INTERNAL COMPLIANCE IN RELATION TO DOA MATRIX .................................................................................................... 5
2.5 REVIEW AND UPDATE OF DOA MATRIX ............................................................................................................................. 5
2.6 SUPPLEMENTARY AUTHORITY MATRICES .......................................................................................................................... 6
2.7 BREACH / OVERRIDE OF THE DOA MATRIX ....................................................................................................................... 6
2.8 BASIC RULES ....................................................................................................................................................................... 6
3. ABBREVIATIONS ....................................................................................................................................................... 8
4. STRATEGY, FINANCE AND GOVERNANCE ......................................................................................................... 9
4.1 ANNUAL BUDGET ................................................................................................................................................................ 9
4.2 BANKING MANDATE AND AUTHORIZED SIGNATORIES ........................................................................................................ 9
a) Bank Accounts .............................................................................................................................................................. 9
b) Payment/ Investment/ Bank Instruction ...................................................................................................................... 9
c) Documentary Credit, Borrowing and Guarantees ..................................................................................................... 12
4.3 WRITE-OFFS AND ADJUSTMENTS ....................................................................................................................................... 13
4.4 DISPOSAL OF ASSETS ......................................................................................................................................................... 13
4.5 PETTY CASH....................................................................................................................................................................... 13
4.6 INSURANCE ........................................................................................................................................................................ 14
4.7 FINES AND PENALTIES ....................................................................................................................................................... 14
5. PROCUREMENT ....................................................................................................................................................... 15
5.1 PURCHASE REQUISITIONS .................................................................................................................................................. 15
5.2 CAPITAL EXPENDITURE ..................................................................................................................................................... 15
5.3 GENERAL ........................................................................................................................................................................... 15
5.4 CONSULTANTS / ADVISORS................................................................................................................................................ 16
5.5 ADVANCE PAYMENTS ........................................................................................................................................................ 16
6. HUMAN RESOURCES .............................................................................................................................................. 16
6.1 COMPENSATION AND BENEFITS ......................................................................................................................................... 16
6.2 RECRUITMENT ................................................................................................................................................................... 17
6.3 BUSINESS TRAVEL ............................................................................................................................................................. 18
6.4 ENTERTAINMENT / GIFTS ................................................................................................................................................... 19
6.5 CHARITABLE DONATIONS .................................................................................................................................................. 19
7. MARKETING / COMMUNICATIONS ..................................................................................................................... 19
8. QUALITY, LEGAL AND OTHERS .......................................................................................................................... 20
8.1 QUALITY ........................................................................................................................................................................... 20
8.2 LEGAL ............................................................................................................................................................................... 20
a) Contract Management ................................................................................................................................................ 20
b) Legal Expenses ........................................................................................................................................................... 20

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8.3 ANY OTHER MATTER NOT COVERED IN THE DOA .............................................................................................................. 21

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1. Overview
In line with the requirements and provisions of the applicable laws, regulations, and as stipulated in the Articles
of Association (AoA), except for matters reserved for the Shareholders, the Board of Directors (hereinafter also
referred to as the “BOD”) have the full power and authority to take necessary or appropriate actions and to perform
all acts in the exercise of such power and authority to achieve the corporate objectives of Cravia Group Holdings
Limited and its subsidiaries (hereinafter also referred to as the “Group”).
The BOD may, in accordance with good corporate governance practice, from time to time, decide to delegate some
of its powers and authorities to achieve an optimum balance of responsibilities between the Board and Management
for the efficient and effective conduct of the Group’s business in the best interest of its stakeholders. Such
delegation of authority is based on the following principles of corporate governance:
 The BOD is and shall remain responsible for the overall governance of the Group and for those matters that
are reserved for the Board; and
 The Management (collectively represented by the Group Managing Director (hereinafter referred to as the
“GMD”) and other employees of the Group) is and shall be entrusted to manage and supervise the day-to-day
operations and activities of the Group.

1.1 Scope

This Delegation of Authority Matrix (hereinafter referred to as the “DOA Matrix”) is applicable to the Group i.e.
legal entities including their operating segments and business functions as follows:
 Cravia Group Holdings Limited,
 Cravia Holding Co. Limited JAFZA,
 Cravia Inc LLC,
 Cravia Bahrain WLL,
 Cravia Q Limited Services LLC,
 Cravia Arabia LLC (also known as Al Shaghaf Arabia Company LLC),
 Wraps Arabia Trading Company LLC, and
 Cravia Group Limited (KSA).

1.2 Purpose

The DOA Matrix is intended to implement consistent corporate governance practices across the Group. The
primary objective is to establish decision making authorities and approval limits for the following activities:
 committing the Group to binding obligations/ financial commitments;
 appropriating Group assets; and
 conducting financial transactions.

1.3 Responsibility

This DOA Matrix has been developed to define decision making authorities and approval limits assigned to
Management of the Group. Such decision making authorities and approval limits represent the assignment of
responsibility and accountability across the Group for specific roles and tasks as defined in this DOA Matrix.
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 Additionally, this DOA Matrix identifies certain activities for which the BOD have the decision making authority.
Exercise of such decision making authority by the BOD is commensurate with the powers and authorities reserved
for the BOD.
Decision making authorities and approval limits set forth in this DOA Matrix are delegated to management positions
and not to individuals holding such positions.
Individuals holding management positions with delegated decision making authorities and approval are accountable
for the exercise of such delegated decision making authorities and approval limits.
Deliberate violation of and disregard to the requirements and provisions of this DOA Matrix could expose the Group
to unintended legal and commercial consequences and could significantly damage the Group’s reputation with
stakeholders. Accordingly, violations to the requirements and provisions of the DOA Matrix will be subject to
appropriate disciplinary action in line with the Group’s policy.

2. Principles
This DOA Matrix includes the most important activities/commitments and transactions undertaken by the Group
and corresponding decision making roles / approval limits to execute such activities/commitments and
transactions. It is governed by the following principles:

2.1 Policies and Procedures

This DOA Matrix represents the single point of reference for the Group’s decision making authorities and
approval limits. The DOA Matrix does not replace other existing policies and operating procedures of the Group
which are to be followed in relation to activities for which such policies and procedures have been developed and
implemented. However, in case of any discrepancy / contradiction between any existing policies and procedures
and this DOA Matrix, the provisions of this DOA Matrix shall prevail.

2.2 Transfer of delegated authority (permanent/temporary)

Decision making authorities and approval limits as specified in this DOA Matrix shall not be permanently
transferred (sub-delegated) to other management positions. Permanent transfers and reallocation of decision
making authorities and approval limits shall be considered at the time of the review and update of this DOA
Matrix. Delegated decision making authorities and approval limits can be temporarily transferred between
management positions to cover for planned and unplanned absence.
Temporary transfer of delegated decision making authority and approval limits is permissible in case of planned
and unplanned absence of an individual holding management position with delegated decision making authority
and approval limits except for designated bank signatories of the Group. Furthermore, such transfers shall be to
an equivalent or one-level lower management position as determined based on approved organization structure
and management hierarchy of the Group.
It shall be the responsibility of the individuals holding management positions with delegated decision making
authorities and approval limits as per this DOA Matrix to transfer their authority and approval limits to an
appropriate individual with an equivalent or one-level lower management position prior to a planned absence.
The transfer of authority shall be approved by the Line Manager (hereinafter referred to as the “LM”) of the
individual going on planned absence and notified in writing via Delegation of Authority Form to the individual
to whom the temporary transfer of delegated authority is being made and other relevant members of the Group.
It shall be the responsibility of the LM of the individual holding management positions with delegated decision
making authorities and approval limits as per this DOA Matrix to transfer their authority and approval limits to
an appropriate individual with an equivalent or one-level lower management position in case of an unplanned

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absence of the individual with delegated authority as per this DOA Matrix. The relevant LM shall notify in writing
via Delegation of Authority Form, to the individual to whom the temporary transfer of delegated authority is being
made and other relevant members of the Group.

Delegation of Authority Forms shall be acknowledged by the invidivual to whom the temporary transfer is being
made. Thereafter, the concerned individual must circulate the completed document to the HR Department for
monitoring and recordkeeping purposes.

2.3 Implementation of Delegated Authority / Approval Limits

Decision making authorities and approval limits specified in this DOA Matrix represent approval authorities in
relation to distinct activities and maximum approval limits for management positions referenced. Accordingly,
approval limits specify the value up to which a management position may approve decisions or transactions.
This DOA Matrix shall be applied on the activity or transaction as a whole for purposes of determining the
requisite approval and authority levels. Under no circumstances is it permitted for a transaction to be modified in
form or substance (split / combined / sequenced) to circumvent the requirements of this DOA Matrix.
Furthermore, a series of reasonably related transactions shall be considered as a single transaction for purposes
of determining required approval and authority levels.
Individuals with decision making authority and approval limits shall not be allowed to approve decisions and
transactions which would benefit them personally (e.g. approval of personal expenses and payments to self).
Provisions and requirements of this DOA Matrix are to be implemented as specified herein and, as such, no
exceptions to this DOA Matrix are allowed.
Clarifications in relation to the interpretation and application of the provisions and requirements of this DOA
Matrix shall be referred to the Finance Department.

2.4 Internal Compliance in relation to DOA Matrix

This DOA Matrix does not substitute specific functional policies and operational procedures. Functional policies
and operational procedures stipulate internal control guidelines and requirements to be adhered to in undertaking
decisions and executing transactions and such internal controls requirements shall be fully complied with in
relation to the approval of the decisions and transactions specified in this DOA Matrix.
In case where functional policies and operational procedures may not have been developed for a decision making
activity or a transaction specified in this DOA Matrix, it shall be the responsibility of individuals holding
management positions with delegated decision making authorities and approval limits as per this DOA Matrix to
ensure that such decision making activities and transactions comply with the requirements of the Group’s Code
of Business Conduct. Additionally, exercise of prudence and application of sound internal control principles is
expected in all such cases.
Decision making authorities and transaction limits have been allocated to individuals holding management
positions in line with their organizational roles, functional responsibilities and job descriptions. Roles and
responsibility of specific management positions are required to be included in relevant job description and this
DOA Matrix shall not substitute for detailed job descriptions of management positions included herein.

2.5 Review and Update of DOA Matrix

The DOA Matrix is required to be approved by the Board including any change in the GMD’s decision making
authorities, GMD’s authority limits as well as additions/removal of decision making activities in the DOA Matrix.
This DOA Matrix should be reviewed by the Finance Department and revised if necessary at least once every
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three years from the date of approval. The Board may instruct or GMD may request for the review and revision
of this DOA Matrix to the Board at any time it is considered necessary to address any significant changes in the
organizational and/or business circumstances.
The GMD may reallocate or redistribute decision making authorities and approval limits amongst members of
Group management which are within the GMD’s approved decision making authority and approval limits which
may be necessary to address function/department changes, procedural updates and/or business requirements.
Except for Section 4.2 “Banking Mandate and Authorized Signatories”, such revisions/updates in the DOA
Matrix do not require Board approval.

2.6 Supplementary Authority Matrices

Department / Function Heads may develop supplementary Authority Matrices to define decision making
authorities and approval limits for activities and transactions not covered in this DOA Matrix. Such
supplementary Authority Matrices shall be developed subject to the following:
 Supplementary Authority Matrices shall strictly comply with the principles defined in Section 2 of this DOA
Matrix.
 Supplementary Authority Matrices shall be developed for activities and transactions not included in this DOA
Matrix. For avoidance of doubt, under no circumstances whatsoever, provisions in any supplementary
Authority Matrix can result in the modification, dilution or circumvention of decision making authorities and
approvals limits defined in this DOA Matrix.
 Supplementary Authority Matrices shall require the joint approval of the Group Reporting Manager
(hereinafter referred to as the “GRM”) and the respective Department / Function Head.

2.7 Breach / Override of the DOA Matrix

Any breach / override should be reported at the outset by the initiator as he/she is responsible to ensure the
transaction is reviewed and approved as per this DOA Matrix.
In case of the banking mandate, such breaches/overrides must be reviewed and approved by the GMD and the
Investor. For other sections, review and approval from GMD and GRM is required for any exception

2.8 Basic rules

Some of the basic rules that must be kept in mind:

 Generally post-facto (i.e., after the event) approvals shall not be provided except in cases of unanticipated
emergency purchases, for which proper justification shall be required in line with the Procurement Policy.
 As far as possible, all payments shall be made through cheques or bank transfers. However, petty cash may be
utilized as per Petty Cash Policy for operational matters and emergency purchases where cash payment is
necessary.
 No one shall approve his / her own expenditure, which shall be approved by the next superior. For the GMD,
the Audit & Risk Committee Chairman shall be responsible for such approvals
 No person shall draw any money from the Group for his / her personal use. However, salary advances are
allowed subject to certain requirements. Refer to the Salary Advance Policy for details.
 It is expected that the person who initiates a proposal for expenditure is aware of the ultimate approving
authority as per this DOA and addresses the relevant document accordingly, clearly mentioning all
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 intermediate channels.
 The person who approves a document is expected to know whether they are the authorized person to approve
such documents as per this DOA.
 When reference is made in this DOA to an amount “up to” a certain value, “up to” means “up to and including”
that value. Similarly, when a numeric range is provided, the upper limit of the range shall be included within
the range.
 This DOA should be read in conjunction with any Company policies published or otherwise disseminated
from time to time.

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3. Abbreviations
Investor Fajr Capital
BOD Board of Directors of Cravia Group Holdings Limited
SteerCo Steering Committee
RemCo Remuneration Committee
GMD Group Managing Director
GRM Group Reporting Manager
KSA BOM ZwZ General Manager for the Kingdom of Saudi Arabia
KSA FM Finance Manager for the Kingdom of Saudi Arabia
UAE GM General Manager for the United Arab Emirates
UAE FM Finance Manager for the United Arab Emirates
KSA PM Procurement Manager for the Kingdom of Saudi Arabia
UAE SCM Supply Chain Manager for the United Arab Emirates
DOO Director of Operations
KSA DBO FG Director Brand Operations Five Guys KSA
JEHAW Jalal Ebrahim Hamad Al Wazzan
HOD Head of Department (including Brand Managers)
LM Line Manager
DHR Director of Human Resources
KSA BM ZwZ Branch Manager ZwZ KSA
KSA CA KSA Chief Accountant
KSA DM FG KSA District Manager FG
BAH CA Bahrain Chief Accountant

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4. Strategy, Finance and Governance
4.1 Annual Budget

The annual consolidated budget exercise is jointly controlled by the GMD and GRM, with inputs from the
relevant HODs.
The GMD will also consult with, and take inputs from, the Investor and the Steering Committee (hereinafter
referred to as the “SteerCo”) prior to formal approvals. These consultations should also happen at the Budget
planning stage.
The Finance Department will prepare the annual consolidated budget under the guidance of the GMD and GRM.
The annual consolidated budget shall then be reviewed and approved by the GMD. The GMD and GRM shall
then present it to the SteerCo for approval. After this approval, the GMD and/or GRM shall present the
consolidated annual budget to the BOD for final approval. Once approved by the BOD, the consolidated annual
budget shall be deemed adopted and effective.

Approval
Particulars Level 1 Level 2 Level 3
• GMD • SteerCo • BOD
Consolidated Budget • GRM

4.2 Banking Mandate and Authorized Signatories

A banking mandate should be completed, approved and notified for all bank related transactions including i)
affecting payments (bank transfer or cheque), ii) bank guarantee and borrowings (for e.g. Line of Credit), and iii)
investment of funds.
All banking mandates and changes thereto are required to be approved by the GMD and GRM (jointly by any
two) . The GRM shall be responsible for maintaining all banking mandates including initiating any changes
required on account of personnel changes.
Banking mandates should specify the full name of the individuals nominated as the authorized signatories /
approvers.
The following controls shall apply to different transactions under a banking mandate:

a) Bank Accounts

All bank accounts must be in the name of the organization. No account can be opened in the name of an individual
or individuals.
New accounts can be opened and signed-off of as per applicable PoA / Resolution.
b) Payment/ Investment/ Bank Instruction

All bank related documents and instructions to bank, including bank cheques and electronic payments are to be
approved by two signatories as per the limits set out in this DOA Matrix.
Signatories are responsible for examining the cheques / payment instructions for accuracy and completeness.
Blank cheques or incomplete payment instructions must never be signed.

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The following signatories are authorized to approve all bank related documents and instructions to bank across
the Group (except where otherwise indicated):

General Group Level 1 – up to AED 400,000

Category A Category B
Any two signatories jointly from the relevant row
GMD GRM
GMD DOO
DOO GRM
General Group Level 2 – over AED 400,000
Category A Category B
1 of Category A and 2 of Category B GMD • GRM
• DOO

In respect of Cravia Inc LLC (hereinafter referred to as the “CI”), the following alternative arrangements apply in
respect of transactions amounting up to AED 40,000:

CI Level 1 – up to AED 40,000

Category A Category B
1 of each of Categories A and B
DOO UAE FM

In respect of Wraps Arabia Trading Company LLC (hereinafter referred to as the “WA”), the following alternative
arrangements apply:

WA Level 1 – up to SAR 40,000

Category A Category B Internal Approvals

1 of each of Categories A and B KSA BOM ZwZ KSA FM

WA Level 2 – over SAR 40,000 up to SAR 100,000

Category A Category B Internal Approvals

1 of each of Categories A and B KSA BOM ZwZ KSA FM GRM

WA Level 3 – unlimited (up to the value of the account)

Category A Category B Internal Approvals

1 of each of Categories A and B KSA BOM ZwZ KSA FM • GRM

• GMD

* All payments to be initiated by KSA Senior Accountant

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** Security stationery (cheque books etc.) to be kept under lock and key by KSA FM
In respect of Cravia Arabia LLC (hereinafter referred to as the “CA”), the following alternative arrangements
apply:

CA Level 1 – up to SAR 40,000

Category A Category B Internal Approvals

1 of each of Categories A and B KSA DM FG KSA PM KSA FM

CA Level 2 – over SAR 40,000 up to SAR 100,000

Category A Category B Internal Approvals

1 of each of Categories A and B KSA DBO FG KSA PM • KSA FM

• GRM

CA Level 3 – unlimited (up to the value of the account)

Category A Category B Internal Approvals

1 of each of Categories A and B KSA DBO FG KSA PM • KSA FM

• GRM
• GMD

* All payments to be initiated by KSA Senior Accountant

** Security stationery (cheque books etc.) to be kept under lock and key by KSA CA

In respect of Cravia Q Limited Services (hereinafter referred to as the “CQ”) only, the following alternative
arrangements apply:

CQ Level 1 – up to QAR 50,000

Category A Category B
1 of each of Categories A and B DOO GRM

CQ Level 2 – Over QAR 50,000 and up to QAR 395,000

Category A Category B
1 of each of Categories A and B GMD • DOO
• GRM

CQ Level 3 – unlimited (up to the value of the account)

GMD • DOO
1 of Category A and 1 of Category B • GRM

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In respect of Cravia Bahrain W.L.L. (hereinafter referred to as the “CB”) only, the following alternative
arrangements apply in respect of transactions amounting up to BHD 40,000 (equating to just under AED 400,000):

CB Level 1 – up to BHD 6,000

Internal
Category A Category B Category C Approvals
Any two signatories jointly
JEHAW GMD • DOO GRM
• CA
CB Level 2 – over BHD 6,000 up to BHD 40,000
Internal
Category A Category B Category C
1 of Category A or Category B and 1 Approvals
of Category C JEHAW GMD • DOO
• CA
CB Level 3 – unlimited (up to the value of the account)
Internal
Category A Category B Category C
Approvals
1 of each of Categories A and B JEHAW GMD • DOO
• CA

c) Documentary Credit, Borrowing and Guarantees

Documentary Credit (Letter of Credit and Letter of Guarantee)

Expenditure Level Approval Required
Up to USD 250,000 GMD + Investor + GRM
Over USD 250,000 BOD

Borrowings (Secured and Unsecured) – other than trade creditors

Expenditure Level Approval Required
Up to USD 2,500,000 GMD + Investor + GRM
Over USD 2,500,000 BOD

Granting of Security
Expenditure Level * Approval Required
Up to USD 2,500,000 GMD + Investor + GRM
Any Amount BOD

Note*
This includes the creation of any mortgage, charge, lien, encumbrance or other security interest over any asset or
shares of, or the giving of any guarantee by any member of the Group.

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4.3 Write-offs and Adjustments

This section includes all write-offs and adjustments, including but not limited to fee receivables and
stock/inventory. Approval limits for such write-offs and adjustments are as follows:

Budgeted
Particulars Expenditure Level Approval Required
Any Up to USD 5,000 HOD + GRM
Any Between USD 5,000 and USD 25,000 GMD + GRM
Any Above USD 25,000 SteerCo

Unbudgeted
Particulars Expenditure Level Approval Required
Any Up to USD 25,000 GMD + GRM
Any Above USD 25,000 Audit & Risk Committee

4.4 Disposal of Assets

The condition of the assets to be disposed should be reviewed by the relevant HOD. The HOD is responsible for
negotiating and approving the best possible disposal price. All asset disposals must be approved by the Finance
Department. Approval limits for disposals are as follows:

Budgeted
Transaction Value (higher of carrying amount or disposal value) Approval Required
Up to USD 20,000 HOD
Over USD 20,000 and up to USD 100,000 HOD + GRM
Over USD 100,000 and up to USD 250,000 GMD + GRM
Over USD 250,000 Investor

Unbudgeted
Transaction Value (higher of carrying amount or disposal value) Approval Required
Upto USD 20,000 HOD + GMD + GRM
Over USD 20,000 and up to USD 250,000 GMD + GRM
Over USD 250,000 Audit & Risk Committee

4.5 Petty cash

Cash purchases are allowed where a credit facility is not immediately available. Approval limits for cash purchases
are as follows:

Budgeted
Particulars Expenditure Level Approval Required
Any (other than cash for visa / government relations) Any amount LM
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 Cash for visa / government relations Any amount UAE FM / KSA FM

Unbudgeted
Particulars Expenditure Level Approval Required
Cash purchases/expense claims Any amount UAE FM / KSA FM
Cash for visa/ government relations Up to USD 20,000 GRM
Over USD 20,000 up to
Cash for visa/ government relations GMD + GRM
USD 50,000
Cash for visa / government relations Over USD 50,000 Investor

4.6 Insurance

This section covers the finalization and signoff of insurance contracts and related payments of insurance premiums.

The Finance Department is responsible for the review of terms and conditions of insurance coverage during
inception/renewal stages of the insurance contract. All existing and new buildings are required to have valid
insurance coverage at all times.

Budgeted
Expenditure Level* Approval Required
Any amount GRM

Unbudgeted
Expenditure Level * Approval Required
Any amount up to 5% in excess of budget GMD + GRM
Any amount of 5% or more in excess of budget GMD + Investor

Note*
Specific insurance requirements may be required under specific contractual commitments, such as the franchise
agreements and lease agreements or sale and leaseback arrangements. Please check with the Finance Department
for concerned details.

4.7 Fines and penalties

This section covers all types of payments for statutory and non-statutory fines and penalties.

Expenditure Level Approval Required

Up to USD 5,000 HOD + UAE FM / KSA FM + GRM
Over USD 5,000 and up to USD 10,000 HOD + UAE FM / KSA FM + GRM + GMD
Over USD 10,000 HOD + UAE FM/KSA FM + GRM + GMD + Investor

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5. Procurement
5.1 Purchase Requisitions

Company employees initiating the Purchase Requisition (PR) are responsible for:
a) Complying with the Code of Ethics & Business Conduct policy when involved in any procurement
activities.
b) Defining and documenting all requirements for procurement (including technical specification, scope of
work, etc.).
c) Initiating the PR and ensuring that the correct information is provided to the Procurement Department (i.e.
specifications / scope of work).
d) To ensure that all PR requests are raised on a timely basis.
e) Working closely with Procurement and Legal Department to resolve supplier issues and disputes, if any.

5.2 Capital Expenditure

Capital expenditure or costs which exceed (or are reasonably expected to exceed) the line item figures in the
consolidated budget by less than 5%, require approval from the GMD + GRM.
Capital expenditure or costs which exceed (or are reasonably expected to exceed) the line item figures in the
consolidated budget by 5% or more, require GMD + Investor approval. In such an event, if requested by the
Investor, a revised annual consolidated budget shall be presented to the BOD for approval.

5.3 General

This section covers the general purchase of all goods and services from third party suppliers. Other kinds of
purchases are specifically covered elsewhere in this DOA Matrix.
Note that procurement transactions with or otherwise relating to H3 Holdings Limited, Walid Hajj, Tariq Hajj,
Ahmed Hajj, Maha Jamal Bazzari and/or related entities (including, but not limited to, WHITE and United
Trading Company) require BOD consent.

Budgeted
Expenditure Level Approval Required
Up to USD 20,000 HOD + UAE SCM/KSA PM + UAE FM/KSA FM
Above USD 20,000 HOD + UAE SCM/KSA PM + UAE FM/KSA FM +
GRM/GMD

Unbudgeted
Expenditure Level Approval Required
Any expenditure committed which is: (a) less than 5% GMD + GRM
in excess of budget; and (b) up to USD 50,000 on an
individual basis

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 Expenditure Level Approval Required
Any expenditure committed which is: (i) 5% or more in GMD + Investor
excess of budget; or (ii) in excess of budget but more
than USD 50,000 on an individual basis

5.4 Consultants / Advisors

Budgeted
Expenditure Level Approval Required
Up to USD 50,000 HOD + UAE FM/KSA FM + GRM + GMD
Above USD 50,000 GMD + GRM + HOD

Unbudgeted
Expenditure Level Approval Required
Any expenditure committed which is: (a) less than 5% GMD + GRM + HOD
in excess of budget; and (b) up to USD 50,000 on an
individual basis
Any expenditure committed which is: (i) 5% or more in GMD + Investor
excess of budget; or (ii) in excess of budget but more
than USD 50,000 on an individual basis

5.5 Advance Payments

Expenditure Level Approval Required

Up to USD 20,000 HOD + UAE SCM/KSA PM + UAE FM/KSA FM
Above USD 20,000 GMD + GRM

6. Human resources
6.1 Compensation and Benefits

Budgeted
Particulars Expenditure Level Approval Required
Employee Grade 3 to 10
Bonuses – Fixed/Contractual within Within budget, unless a lower amount is HOD + UAE FM / KSA FM
approved bonus scale instructed by the GMD + Dir HR
Bonuses – fixed/contractual outside Any amount HOD + GMD + GRM + Dir
approved bonus scale HR
Employee Grade 11 to 13
Bonuses – Fixed/Contractual within Any amount GMD + GRM + Dir HR
approved bonus scale
Bonuses – fixed/contractual outside Any amount RemCo

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 Particulars Expenditure Level Approval Required
approved bonus scale
Employee Grade 14 to 16
Bonuses – Fixed/Contractual within Any amount RemCo
approved bonus scale
Bonuses – fixed/contractual outside Any amount RemCo
approved bonus scale

Unbudgeted
Particulars Expenditure Level Approval Required
Employee Grade 3 to 10
Any expense excluding Employee Any expenditure committed which is: (a) GMD + GRM + Dir HR
Loans less than 2.5% in excess of budget; and
(b) up to USD 2,000 on an individual
basis
Any expense excluding Employee Any expenditure committed which is: (i) RemCo
Loans 2.5% or more in excess of budget; or (ii)
in excess of budget but more than USD
2,000 on an individual basis
Employee Loans * Upto USD 2,000 GMD + GRM
Employee Loans * Above USD 2,000 RemCo
Employee Grade 11 to 16
Ex-gratia expense excluding Any amount RemCo
Employee Loans
Employee Loans * Upto USD 25,000 GMD for Non GMD loans
RemCo for GMD loans
Employee Loans * Above USD 25,000 RemCo

Note*
Employee loans are disbursed on case to case basis.

6.2 Recruitment

Budgeted
Particulars Expenditure Level Approval Required
Employee Grade 3 to 10
New positions and replacements Within budget, unless a lower amount is HOD
within the approved salary scale instructed by the GMD
New positions and replacements Any amount HOD + GMD + GRM
outside the approved salary scale
Temporary appointments for leave Within budget, unless a lower amount is HOD
cover and for special assignments instructed by the GMD
Employee Grade 11 to 13
New positions and replacements Any amount RemCo + GMD

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 Particulars Expenditure Level Approval Required
within the approved salary scale
New positions and replacements Any amount RemCo + GMD
outside the approved salary scale
Temporary appointments for leave Any amount RemCo + GMD
cover and for special assignments
Employee Grade 14 to 16
New positions and replacements Within budget BOD
within the approved salary scale
New positions and replacements Within budget BOD
outside the approved salary scale
Temporary appointments for leave Within budget RemCo
cover and for special assignments

Unbudgeted
Particulars Expenditure Level Approval Required
Any Any expenditure committed which is: (a) GMD + GRM
less than 5% in excess of budget; and (b)
up to USD 50,000 on an individual basis
Any Any expenditure committed which is: (i) GMD + RemCo
5% or more in excess of budget; or (ii) in
excess of budget but more than USD
50,000 on an individual basis

6.3 Business travel

Budgeted
Employee Grade Expenditure Level Approval Required
3 to 13 Upto 2,000 USD HOD + DHR
3 to 13 Above 2,000 USD HOD + GMD + UAE / KSA FM
If DHR Travels then
GMD approves.
If GMD travels then
14 to 15 Any amount GMD/GRM/DHR
Investor approves.
If GRM travels then
GMD approves
16 Any amount Audit & Risk Committee Chairman

Unbudgeted
Expenditure Level Approval Required
Any amount up to 5% in excess of budget GMD + GRM

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 Any amount 5% or more in excess of budget GMD + Investor

6.4 Entertainment / Gifts

Entertainment/gift expenses shall solely be used for business purposes or for official events.

Budgeted
Expenditure Level * Approval Required
Up to USD 250 HOD + Dir Ops
Over USD 250 and Up to USD 2,000 HOD + Dir Ops + GMD / GRM
Over USD 2,000 HOD + Dir Ops + GRM + GMD

Unbudgeted
Expenditure Level * Approval Required
Any amount up to 5% in excess of budget GRM/GMD
Any amount 5% or more in excess of budget GMD + Audit & Risk Committee

Note
Refer to the Code of Ethics & Business Conduct Policy before giving gifts or entertaining someone.

6.5 Charitable donations

Authority levels for approval are as follows:

Expenditure Level Approval Required

Up to USD 10,000 GMD + Investor
Above USD 10,000 Board

7. Marketing / Communications
The relevant HOD is responsible for ensuring compliance of all marketing and communications with local
regulations and contractual commitments.

Authority levels for approval are as follows:

Budgeted
Expenditure Level Approval Required
No expenditure committed HOD
Expenditure committed up to USD 50,000 HOD + GRM
Expenditure committed of USD 50,000 or more HOD + GRM + GMD

Unbudgeted
Expenditure Level Approval Required
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 Any expenditure committed which is: (a) less than 5% GMD / GRM
in excess of budget; and (b) up to USD 50,000 on an
individual basis
Any expenditure committed which is: (i) 5% or more GRM + GMD + Investor
in excess of budget; or (ii) in excess of budget but
more than USD 50,000 on an individual basis

8. Quality, Legal and Others

8.1 Quality

Particulars Expenditure Level Approval Required

Any instance of product withdrawal Any GMD + Investor
Any instance of product recall Any GMD + Investor

8.2 Legal

a) Contract Management

All contracts including, but not limited to, franchise agreements, lease agreements, supply agreements and
financing agreements etc. require review and approval from the Finance and Legal Department before being
circulated to authorized signatories.

Details regarding custody of original signed contracts and authority levels for their approval are as follows:
Type of Contract Custodian Approval Required Signatory
New Brand/Master Franchise GMD BOD Any BOD member
New Store Level Franchise GMD GMD + GRM + Investor + SteerCo GMD/GRM
Lease DOO GMD + GRM + Investor + SteerCo GMD/GRM/DOO
HOD
Supply/Procurement Refer to Section 5 “Procurement” GMD/GRM
Procurement
Employment HOD Refer to Section 6 “Human Resources” HOD/Dir HR
All other contracts HOD GMD / GRM GMD/GRM

Note
Oral promises or agreements can be binding. Kindly consult with the Finance and Legal Department before making
any statements that could be considered promises or agreements by the counterparty.

b) Legal Expenses

Budgeted
Expenditure Level Approval Required
Any amount GMD / GRM + Legal

Unbudgeted

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 Expenditure Level Approval Required
Any expenditure committed which is: (a) less than 5% GMD + GRM + Legal
in excess of budget; and (b) up to USD 50,000 on an
individual basis
Any expenditure committed which is: (i) 5% or more GMD + Investor
in excess of budget; or (ii) in excess of budget but
more than USD 50,000 on an individual basis

8.3 Any other matter not covered in the DOA

Any other matter that is neither covered in this document nor in the policies published and/or disseminated (as
amended from time to time) shall be brought to the attention of the GMD and GRM, who shall jointly review the
matter and where necessary form committees/involve departmental heads in the discussion process. The
recommendation shall be put forward to the BOD for approval.

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