Terms & Conditions

We certify that we have received a copy of the Offering Memorandum for the Private Placement of the shares of Ali Al-Ghanim Sons Automotive Company K.S.C.C (the “Company”) and that we have read, reviewed, understood, accept and agree to all the terms and conditions contained in the Subscription Application, Offering Memorandum, Memorandum of Association and Articles of Association of the Company. We have investigated, verified, evaluated and obtained all necessary advice from independent bodies regarding the Company’s position, financial and operational status, legal and regulatory condition, consequences and tax results, risk factors, subscription conditions, anti-money laundering rules and regulations, terms and conditions for subscription of shares and all other risks and effects of subscription and share ownership under the laws of State of Kuwait and all legal systems to which we may be subject. We hereby irrevocably agree, pledge, and affirm that our decisions are informed, binding and productive as follows:

1. We irrevocably and unconditionally pledge and agree to subscribe and own the number of shares mentioned in the above Subscription Application, and in the net amount indicated in the Subscription Application. This is a binding and productive undertaking from today's date until the date of allocation (allotment).
2. We understand, acknowledge, undertake and confirm our commitment to deposit and provide the subscription amount in net amounts in the subscription account designated for subscription on the specified date indicated in the Offering Memorandum and according to its amendment or extension. In the event of our non-compliance with this, our subscription will be void without any obligation or liability on the Company or the Joint Book Runners, for any reason.
3. We acknowledge, understand and agree that, regardless of receipt of the entire subscription amount on time and depositing it in the subscription account designated, the Company or the Joint Book Runners may, at its sole, absolute and unrestricted will: (1) reject or cancel the Subscription Application submitted by us in whole or in part as it deems fit as indicated in the Offering Memorandum (2) may also extend the closing date in accordance with the terms and conditions of subscription and allotment stipulated in the Offering Memorandum.
4. We acknowledge, understand, and agree that any decision or determination made by the Company or the Joint Book Runners regarding the shares allocated will be binding on us and that we hereby waive any right to object or challenge any decision or determination made in this regard.
5. We acknowledge, understand, and agree that bank transfer fees and commissions will be deducted from any amounts due to us for any reason, including, in the event of failure to complete the Private Placement, cancellation of the Subscription Application, or refund of the excess subscription funds for the shares allocated to us. Refund of the excess subscription funds for foreign currency will occur in accordance with the relevant exchange rates applicable on the transfer dates.
6. We hereby know, acknowledge, and agree (1) that the Subscription Application submitted by us is final and may not be canceled or modified by us for any reason, even if that was before the closing date, and that no conditions or restrictions may be added to the Subscription Application submitted by us. (2) that our subscription of the shares expresses a serious desire on our part, and that we do not use fictitious names or fraudulent methods, nor do we violate any applicable law whose provisions apply to us in the State of Kuwait or abroad. (3) that both the Company and the Joint Book Runners are authorized to cancel any Subscription Application submitted by us, for any reason, including, but not limited to, the repetition of the Subscription Application, the incompleteness of the Subscription Application, or its violation of the terms and conditions contained in the Offering Memorandum or Kuwaiti laws. (4) that the shares subscribed to and included in the Subscription Application by a representative of a qualified individual or institution in accordance with the applicable laws and regulations related to participation in the subscription, will be allocated in the name of the entity in whose name the Subscription Application is submitted. (5) that the photocopies of the documents, identification cards and any other identifications submitted by us with the Subscription Application are true, conforming to reality and up-to-date. (6) that we have the full authorizations, powers and legal attributes to sign the Subscription Application submitted by us.
7. We hereby do not hold the Joint Book Runners, the Company, their directors, agents, advisors, employees and representatives of any of them liable and release them from any liability, and we hereby undertake to indemnify them for any direct and indirect losses, damages and expenses (including any interest, costs, and legal fees) that arises from or is related to our Subscription Application.
8. None of the Joint Book Runners, the Selling Shareholders, the Company, or any of their directors, representatives or employees have made any representations or warranties to us, whether express or implied, regarding the subscription process.
9. We hereby know, acknowledge, and agree that the Bookrunners may reveal to any information has been made available in connection with this Subscription Application or the Offering, including any personally information, subscription information, and allocations, with other parties.
10. (For The Portfolio Managers subscription) I/we undertake in my capacity as a portfolio manager that I/we acquired the necessary approval/authorization from my portfolio clients to process the subscription/ allocation among other actions or the investment policy of the portfolio allows subscription without preapproval from the portfolio clients.
11. We acknowledge that the beneficiary of the subscription is a Professional Client as per Kuwait Capital Market Authority definition

Digital Signature

Subscription Required Documents (Individual Subscriber):

• Copy of personal civil identification card of the Subscriber
• Copy of the Subscriber’s passport for residents of countries other than Kuwait
• Copy of special legal power of attorney (for proxy Subscribers)
• Copy of Certificate of Guardianship for orphans Subscribers
• Copy of Certificate of Guardianship for minors Subscribers if the subscription is made by any person who is not the father of a minor Subscriber
• Copy of a Limitation of Succession Deed for heirs

Subscription Required Documents (Corporate Subscriber):

• Copy of Commercial Registration Certificate (authorized activities in the Commercial Registration Certificate must include owning of Shares)
• Copy of the Authorized Signatories Certificate or an Extract of the Commercial Register as relevant
• Copy of the civil identification card of the authorized signatory
• Copy of the specimen of signature for the authorized signatory issued by the Public Authority for Manpower or attested by the Chamber of Commerce and Industry
• Letter issued by the authorized signatory on behalf of the entity authorizing the subscription