In this Law, the following words and phrases shall have the meanings assigned thereto, unless the context requires otherwise:

• Fund: National Infrastructure Fund.

• Law: Law of the Fund. Board: Board of directors of the Fund.

• Chairman: Chairman of the Board.

• CEO: Chief executive officer of the Fund.

• Infrastructure Projects: Projects and works the aim of which is to establish or develop public facilities in all economic and social sectors, including the sectors of transport (land, rail, air, and maritime), water, energy, industry, municipalities, communications and information technology, health, and education, as well as other sectors determined by the Board relating to such projects and works.

• Infrastructure Entities: Entities operating in the infrastructure field or its support services, or in the development of technology that serves infrastructure projects.

1. The Fund shall have a public legal personality and financial and administrative independence, and shall report to the National Development Fund.

2. The Fund shall be headquartered in the city of Riyadh and may, pursuant to a decision by the Board, establish branches and offices within the Kingdom as needed.

The Fund aims to support, finance, and develop infrastructure projects within the Kingdom in partnership with the public or private sector in accordance with approved policies and strategies.

Without prejudice to the jurisdiction of the National Development Fund, the Fund shall, in fulfillment of its objectives, have all the necessary powers in accordance with the provisions of this Law and relevant laws, including the following:

• 1. Providing all forms of financing for infrastructure entities and projects, including direct and indirect loans and preferred and secondary loans, in addition to any product complementary to financing or any financing product devised by the Fund and approved by the Board. 2. Concluding contracts and agreements with any governmental or private financing entity for the purpose of arranging financing between lenders and the borrowing entity, providing full, partial, or additional financing, or providing guarantees for infrastructure entities and projects. 3. Concluding contracts, agreements, and memoranda of understanding related to the Fund's activities with parties within the Kingdom and abroad. 4. Accepting liens and other guarantees of repayment.

• 5. Providing all forms of guarantees for infrastructure entities in accordance with controls set by the Board.

• 6. Buying and selling debts to the public and private sectors after evaluating them, in accordance with controls and policies set by the board of directors of the National Development Fund.

• 7. Obtaining loans and other forms of debt, including the issuance of sukuk, bonds, and other debt instruments and other financing products in agreement with the National Debt Management Center and the National Development Fund.

• 8. Engaging in all forms of investment, including investment in securities, owning and disposing of real estate and assets, and contributing to the development of infrastructure in locations targeted by the Fund, directly or indirectly, through partnerships with the public or private sector.

• 9. Providing advice in the fields of its activities to government and private agencies.

• 10. Performing any other activity or work approved by the Board that achieves the Fund's objectives and are consistent with its scope of work.

The Fund may conclude contracts, agreements, and memoranda of understanding relevant to its activities in a language other than Arabic, provided that it is in the Fund’s interest, in accordance with the controls and policies set by the board of directors of the National Development Fund.

1. The Fund shall have a board of directors comprising seven members appointed pursuant to a decision by the board of directors of the National Development Fund, as follows:

• a) Chairman.

• b) Six members nominated by the Chairman.

2. Board members shall have the qualifications or expertise relevant to the Fund’s scope of work.

3. The term of Board membership shall be three years, renewable twice at most, pursuant to a decision by the board of directors of the National Development Fund.

Without prejudice to the jurisdiction of the National Development Fund, the Board shall have the authority to set the Fund’s general policies within the limits of this Law and relevant laws, and shall assume all the duties and powers to achieve the Fund’s objectives. It shall, to this end, take any necessary decisions, procedures, measures, or any other action, particularly the following:

• 1. Approving the policies and strategies relevant to the Fund's activities and the plans and programs necessary for their implementation, and submitting any matter requiring further action.

• 2. Proposing draft laws related to the functions of the Fund, and proposing amendments to existing laws, in preparation for completion of statutory procedures.

• 3. Determining the economic and social sectors related to infrastructure projects.

• 4. .4Overseeing the implementation of the Fund's duties.

• 5. Approving the Fund’s organizational structure.

• 6. Approving the Fund’s financial and administrative regulations, and other internal and technical regulations necessary for the conduct of its affairs.

• 7. Approving all forms of financing for infrastructure entities and projects, including direct and indirect loans and preferred and secondary loans for such entities and projects, and setting relevant regulations.

• 8. Approving any product complementary to financing or any financing product devised by the Fund.

• 9. Approving the evaluation relating to selling debts to and buying debts from the public and private sectors.

• 10. Determining the maximum and minimum amounts of financing, and the groups and entities targeted for financing.

• 11. Determining grace periods for all loans, and rescheduling payment of defaulted debts.

• 12. Approving loans and other forms of debt, including the issuance of sukuk, bonds, and other debt and financing products, in agreement with the National Debt Management Center and the National Development Fund.

• 13. Approving the Fund's conclusion of agreements, memoranda of understanding, and contracts in accordance with statutory procedures.

• 14. Approving all forms of investment, including investment in securities and owning and disposing of real estate and assets.

• 15. Approving and overseeing the necessary programs, initiatives, mechanisms, and procedures relating to the participation of the public and private sectors in achieving the objectives of infrastructure development and the implementation of projects and services as well as the methods for stimulating such participation.

• 16. Accepting gifts, donations, grants, bequests, and endowments in accordance with governing rules.

• 17. Approving fees for services and works rendered by the Fund, and setting criteria for determining such fees.

• 18. Reviewing periodic reports on the Fund’s work progress and taking necessary decisions thereon.

• 19. Approving the Fund's financial statements.

• 20. Approving the Fund's draft budget.

• 21. Approving the Fund's final accounts and annual report on its activities and submitting them to the board of directors of the National Development Fund for review in preparation for completion of applicable statutory procedures.

• 22. Appointing an external auditor, or more, and a comptroller.

• 23. Approving the assistance of experts, specialists, consultants, and other competent persons in the fields related to the Fund, and determining their remuneration and term of service.

The Board may, in the exercise of such powers, form standing or ad hoc committees from among its members or others and entrust thereto the tasks it deems appropriate. The formation decision of each committee shall specify its chairman, members, and secretary as well as their remuneration and shall determine its functions. Each committee may, at its discretion, seek the assistance of non-members to perform the tasks entrusted thereto. The Board may delegate certain powers to any of its members or to any of the committees formed thereby or to the Fund's employees.

1. Board meetings shall be held at the Fund’s headquarters and chaired by the Chairman or his designee from among Board members in his absence. Meetings may, if necessary, be held at another venue within the Kingdom or virtually using means of technology.

2. The Board shall hold its meetings periodically at least four times a year. The Chairman may, when necessary or if requested by at least three members, call for a Board meeting. The invitation to attend a Board meeting shall be sent in writing at least seven days prior to the meeting date, along with the meeting agenda.

3. .3Board meetings shall be valid if attended by at least the majority of members, provided that the Chairman or his designee is among them. Decisions shall be passed by majority vote of attending members; in case of a tie, the meeting chairman shall have the casting vote.

4. A Board member may not abstain from voting nor vote by proxy. The dissenting member may request his objection and reasons therefor be entered into the meeting minutes.

5. Board deliberations and decisions shall be entered into minutes; such minutes shall be signed by the meeting chairman and attending members.

6. Board decisions may be passed by circulation; such decisions shall not be deemed valid unless circulated to and voted on by all members and achieve the majority vote. Such decisions shall be presented to the Board at the first subsequent meeting for entry into the meeting minutes.

7. The Board shall have a secretary from among the Fund’s employees to be selected by the Chairman. The secretary shall assume the duties of the Board secretariat and prepare for its meetings as well as record the minutes, deliberations, and decisions.

8. The Board may, at its discretion, invite experts and advisors to attend its meetings in a non-voting capacity.

The Fund shall have a CEO, who shall be appointed and relieved of his position pursuant to a decision by the Board. Such decision shall not be valid without the approval of the board of directors of the National Development Fund. The appointment decision shall determine his remuneration and other financial benefits. The CEO shall be in charge of managing the Fund’s affairs and overseeing the conduct of its business and shall assume the powers and tasks vested therein by the Board. The CEO shall, in particular, undertake the following:

• 1. Monitoring the implementation of Board decisions.

• 2. Overseeing the preparation of policies and strategies related to the Fund's activities as well as the plans and programs necessary for their implementation, in preparation for submission to the Board.

• 3. Overseeing the Fund's conduct of business in accordance with the powers vested therein as well as the Fund's regulations, and verifying the compatibility of the Fund's operations with the provisions of this Law, the Fund's regulations, and Board decisions.

• 4. Overseeing the preparation of the Fund’s financial and administrative regulations as well as other internal and technical regulations necessary for the conduct of its business in preparation for submission to the Board.

• 5. Overseeing the preparation of the Fund's organizational structure in preparation for submission to the Board.

• 6. Overseeing the preparation of the Fund's draft budget, annual report, and final accounts, in preparation for submission to the Board.

• 7. Overseeing the preparation of the Fund's financial statements in preparation for submission to the Board.

• 8. Concluding agreements, memoranda of understanding, and contracts upon the Board's approval or according to the powers vested therein by the Board.

• 9. Contracting to perform works and services and seeking the assistance of experts, specialists, and consultants with expertise in the fields related to the Fund's functions, upon the Board's approval or according to the powers vested therein by the Board.

• 10. Representing the Fund before the judiciary, government agencies, other relevant institutions, and other entities within the Kingdom and abroad; he may delegate such power.

• 11. Disbursing from the Fund's budget and making all financial transactions in accordance with the Fund's regulations.

• 12. Appointing and overseeing the Fund's employees in accordance with the relevant regulations.

The CEO may delegate certain powers and tasks to any of the Fund's employees.