Multiply Group PJSC. Prospectus for Private Subscription in the Company s Share Capital. Public Joint Stock Company

Transcription

1 Prospectus for Private Subscription in the Company s Share Capital Multiply Group PJSC Public Joint Stock Company (Under incorporation in the United Arab Emirates as a Public Joint Stock Company) This document (the Prospectus ) is intended for listing the shares of Multiply Group, a public Joint Stock Company under incorporation in the Emirate of Abu Dhabi under the UAE laws, on Abu Dhabi Securities Exchange ( ADX ). 21 NOV 2021

2 2 M U L T I P L Y G R O U P P J S C

3 The main objective of this Prospectus is to present material information about the Company to the SCA and ADX as part of the application to the SCA and ADX to accept the listing of the Shares on ADX. The Board members, whose names are set out in this Prospectus, are jointly responsible for the integrity of data and information stated in the Prospectus. For additional information and inquiries concerning this Prospectus please contact: Mehdi El Bezri The SCA is not responsible for the accuracy, validity, or adequacy of the information provided and is not responsible for any damage or loss that may affect any person as a result of reliance on the information of this Prospectus or any part thereof. M U L T I P L Y G R O U P P J S C

4 M U L T I P L Y G R O U P P J S C NAME AND CONTACT DETAILS OF THE PARTICIPANTS IN THE PRIVATE PLACEMENT LEAD RECEIVING BANK First Abu Dhabi Bank PJSC SUBSCRIPTION PLACEMENT AGENT International Securities LLC FAB Building Khalifa Business Park, Al Qurm District, PO Box 6316, Abu Dhabi, United Arab Emirates Al Bateen Towers, C2, 13th Floor P.O.Box , Abu Dhabi, UAE SUBSCRIPTION LEGAL COUNSEL Hadef & Partners Khalifa Bin Zayed St - Zone 1 - E6 - Abu Dhabi STATUTORY AUDITORS E&Y Nation Tower 2, Corniche, Abu Dhabi 136, ARE, Abu Dhabi SUBSCRIPTION MANAGER Chimera Capital Office 615, 4th Floor, Royal Group Building, Khalifa Park - Abu Dhabi This Prospectus is dated 21 st November, 2021

5 Our Story Lies in Our Growth. M U L T I P L Y G R O U P P J S C In a Post-Covid world, we future-proof all of our portfolio companies by infusing them with the technology, capital and a growth-oriented mindset to innovate and evolve; giving Multiply companies a constant edge over every other competitor. As for the companies we acquire, we look for great companies which are tech-driven and forward-looking and we empower them to become market leaders in their respective fields.

6 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS FIRST SECTION: SUBSCRIPTION TERMS AND CONDITIONS SECOND SECTION: KEY DETAILS OF THE COMPANY THIRD SECTION: FINANCIAL DISCLOSURES FOURTH SECTION: OTHER DETAILS ANNEX 1 FINANCIAL STATEMENTS ANNEX 2 ARTICLES OF ASSOCIATION ANNEX 3 LIST OF LEAD RECEIVING BANK PARTICIPATING BRANCHES

7 01 DEFINITIONS & ABBREVIATIONS AED or Dirham(s) The currency of the United Arab Emirates ADX Abu Dhabi Securities Exchange AD DED Abu Dhabi Department of Economic Development. ADX Primary Market ADX Public Joint Stock Companies Primary Market Company Multiply Group PJSC, a Public Joint Stock Company (Under incorporation) registered in the Emirate of Abu Dhabi under commercial license No (CN ) issued by the Department of Economic Development in the Emirate of Abu Dhabi. Closing Date 25 th November 2021 which is subscription closing date EBITDA Earnings before interest, tax, depreciation, and amortization. Eligible Investor M U L T I P L Y G R O U P P J S C Articles of Association or the Articles Articles of Association of the Company Financial Statements The financial statements of the Company for the three financial years ended on 31 st December 2019, 2020, and the financial statements for the 3rd quarter ended 30 September 2021 Authority The Securities and Commodities Authority of the United Arab Emirates. Board or Board of Directors The Board of Directors of the Company Chairman The presiding officer of the Board Commercial Companies Law UAE Federal Law No. 2 of 2015 concerning Commercial Companies (and its amendments). A natural or legal person who is able to manage its investment on its own Financial year The financial year of the Company will start on 1st January and ends on 31 st December of each year. Founders Founders of the Company General Assembly The Company s General Assembly comprising of all its shareholders Group Multiply Group PJSC (The Company) and its subsidiaries Government Unless otherwise specified, the Federal Government of the UAE, the Government of Abu Dhabi, and any instrumentality or body of either of them Governance Rules The Chairman of Authority s Board of Directors Decision no of 2020 Concerning approval of Joint Stock Companies Governance Guide

8 02 M U L T I P L Y G R O U P P J S C Listing of the Shares Following the closing of the subscription, the allocation to Eligible Investors the Company will apply to list all of its Shares on the ADX Primary Market Trading in the Shares on the ADX will be effected through the ADX Share Registry. Lead Receiving Bank First Abu Dhabi Bank PJSC Management The Company s management Memorandum Association Offer Shares 2,800,000,000 (two billion eight hundred million) Shares which will be offered by the Company in a private subscription process. Prospectus This document PJSC Public Joint Stock Company Placement Agent International Securities LLC Subscription Period Memorandum of Association of the Company Manager s Cheque Certified bank cheque drawn on a bank licensed and operating in the United Arab Emirates. Minimum of Investment The minimum bid lot size will be of 100 equity shares. Accordingly, each lot of 100 shares will be amounting to AED 111. Each applicant needs to apply for a minimum of 1 lot and additional investment in the increments of 1 lot each. Maximum Investment 1 million lots or 100,000,000 equity shares only. NIN A unified investor number that a Subscriber must obtain from ADX for the purposes of subscription. Offer Price The subscription period will start on 21 st November and will close on 25 th November SCA UAE s Securities and Commodities Authority Share(s) Share(s) in the Company, with a nominal value of AED (0.25) per Share SMS Short Message Service Shareholder(s) Holder(s) of the Share(s) of the Company UAE United Arab Emirates UAE Central Bank AED 1.11 Per Share The central bank of the United Arab Emirates. Offering Participant Lead Receiving Bank, Placement Agent, Subscription Legal Counsel, Subscription Manager VAT Value added Tax

9 First Section. SUBSCRIPTION TERMS AND CONDITIONS First Section.

10 04 First Section. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S SUBSCRIPTION TERMS & CONDITIONS KEY DETAILS OF SHARES OFFERED FOR SUBSCRIPTION Name of the Company: Multiply Group PJSC Share capital: prior to subscription, the share capital of the Company has been set at AED 2,100,000,000 (two billion one hundred million UAE dirham) divided into 8,400,000,000 (eight billion four hundred million) Shares paid in full, with the nominal value of each Share being AED 0.25 (twenty-five Fils). Shares Capital Increase: the share capital of the Company shall be increased by AED 700,000,000 (seven hundred million UAE dirham) which will result in issuance of new Offer Shares in a total number of 2,800,000,000 shares. The final and total value of the share capital shall be AED 2,800,000,000, divided into a total number of 11,200,000,000 shares with a nominal value of AED 0.25 each. Offer Shares: 2,800,000,000 (two billion eight hundred million) Shares, all of which are ordinary shares and which constitute 25% of the Company s issued share capital pre-listing. Offer Price: AED 1.11 Per Share Private subscription in the Offer Shares is prohibited as follows: Private subscription is prohibited to any Eligible Investor whose investment is restricted by the laws of the jurisdiction where the Eligible Investor resides or by the laws of the jurisdiction to which the Eligible Investor belongs. It is the Eligible Investor s responsibility to determine whether the Subscription Application for, and investment in, the Offer Shares conforms to the laws of the applicable jurisdiction(s). FURTHER INFORMATION ON SUBSCRIPTION I. SUBSCRIPTION APPLICATIONS The application form for the subscription (the Subscription Application and terms and conditions ) is attached to this Prospectus. Minimum investment: The minimum bid lot size will be of 100 equity shares. Accordingly, each lot of 100 shares will be amounting to AED 111. Each applicant needs to apply for a minimum of 1 lot and additional investment in the increments of 1 lot each. Maximum investment: 1Million lots or 100,000,000 shares. Subscription by Founders: The Founders may not subscribe for Offer Shares, whether directly or indirectly or through their subsidiaries. UAE Ownership: The Company s shares will be owned by UAE nationals to the extent required under the Commercial Companies Law. Subscription costs / Offering expenses: All expenses of the offering (including selling commissions and any discretionary fees) will be borne by the Company.

11 05 First Section. DOCUMENTS ACCOMPANYING SUBSCRIPTION APPLICATIONS: Eligible Investors who are interested to subscribe in the Offer Shares must submit the following documents along with their Subscription Application forms. For individuals who are UAE or GCC nationals or nationals of any other country: The original and a copy of a valid passport or Emirates identity card; and In case the signatory is different from the Eligible Investor: the duly notarized power of attorney held by that signatory or a certified copy by UAE-regulated persons/bodies, such as a notary public, or as otherwise duly regulated in the country; the original passport/emirates ID of the signatory for verification of signature and a copy of the original passport/emirates ID; and a copy of the passport/emirates ID of the Eligible Investor for verification of signature; or In case the signatory is a guardian of a minor, the following will be submitted: Original and copy of the guardian s passport/ Emirates ID for verification of signature; Original and copy of the minor s passport; and If the guardian is appointed by the court, original and copy of the guardianship deed attested by the court and other competent authorities (e.g. notary public). For corporate bodies including banks, financial institutions, investment funds and other companies and establishments: UAE registered corporate bodies: The original and a copy of a trade license or commercial registration for verification or a certified copy by one of the following UAEregulated persons/bodies; a notary public or as otherwise duly regulated in the country; The original and a copy of the document that authorizes the signatory to sign on behalf of the Eligible Investor and to represent the Eligible Investor, to submit the application, and to accept the terms and conditions stipulated in the Prospectus and in the subscription form; and The original and a copy of the passport/emirates ID of the signatory. Foreign corporate bodies: the documents will differ according to the nature of the corporate body and its domicile. Accordingly, please consult with the Lead Receiving Bank and the Placement Agent to obtain the list of required documents. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S

12 06 First Section. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S II. METHOD OF SUBSCRIPTION AND PAYMENT A. Placing orders through Placement Agent and payment of funds: Eligible Investor will place the orders with the Placement Agent The Placement Agent will collect the purchase orders from subscribers and will share the purchase order details with the Lead Receiving Bank. The allocation will be decided by the Company in accordance with the allocation policy, and it will be communicated to the Lead Receiving Bank and the Placement Agent. Once the allocation has been finalised and communicated to the Placement Agent, the Placement Agent will transfer the funds to FAB as a single payment, along with the Eligible Investor s NIN, and the allocated shares. The Lead Receiving Bank to confirm the proceeds and allocation and issuance of the shares to the subscribers account. Steps, documents, and procedures required to apply for subscription in Offer Shares Each Eligible Investor is entitled to submit only one Subscription Application form for subscription in Offer Shares using their personal name (unless acting as agent for another Eligible Investor). In the event that an Eligible Investor submits more than one Subscription Application under his/her personal name, the Company reserves the right to refuse some or all requests from that Eligible Investor and not allocate any Offer Shares or take any other action it deems appropriate. B. All Subscriptions through Lead Receiving Bank must be pre-funded: B.1. Subscriptions Participating branches Eligible Investor must fill in all the relevant fields in the Subscription Application, attach all the required documents to the Subscription Application and submit it to the Lead Receiving Bank in addition to the subscription amount (as the case may be) during the Subscription Period. The terms applicable to subscription for, allotment and issuance of Offer Shares will be in accordance with this Prospectus and in accordance with the Subscription Application form contained in this Prospectus. Any amended conditions in the Subscription Application shall be considered void. Upon submitting the Subscription Application, each Eligible Investor (or its agent duly appointed on his behalf) shall be deemed to agree, undertake and acknowledge the following: The information contained in the Subscription Application is true, accurate and complete. It read the entire private subscription Prospectus and the financial reports available on the Company s website. It is fully aware of the risks related to subscribing to and owning Offer Shares. 4 5 That it fully understands the terms and conditions applicable to private subscription, allotment and issuance of Offer Shares as mentioned in this Prospectus. If any Offer Shares are allocated to it, it will abide by the terms and conditions. A validly complete Subscription Application must be submitted to one of the branches of the Lead Receiving Bank as set out in annex 3 of this Prospectus. Each Subscription Application shall be clearly signed by the Eligible Investor or by its validly appointed attorney on its behalf. The Eligible Investor or their representatives shall affirm the accuracy of the information contained in the Subscription Application in the presence of a bank representative in the branch where the subscription for Offer Shares was made. Each Subscription Application shall be clearly signed or certified by the Eligible Investor or his or her representative. The details of the Subscription Application must be completed in a clear and fully legible manner. The Lead Receiving Bank has the right to reject to receive any Subscription Application that is incomplete, unclear, or illegible. Any conditions added to the Subscription Application are null and void. Submission of the Subscription Application does not constitute a guarantee of allocating the Offer Shares to the Eligible Investor.

13 07 First Section. The Lead Receiving Bank and the Company may reject Subscription Applications submitted by any Eligible Investor in the Offer Period for any of the following reasons: the Subscription Application is not complete or is not correct with regard to the amount paid or submitted documents (and no Offer Participant takes responsibility for non-receipt of an allotment of Offer Shares if the address of the Eligible Investor is not filled in correctly); the amount presented in the Subscription Application, is paid using a method that is not a permitted method of payment; the amount presented in the Subscription Application does not match the Minimum of Investment or the increments set for the Offer Shares; the Subscription Application is not clear and fully legible. the Manager s Cheque is returned for any reason; if the balance of the bank account mentioned in the Subscription Application is insufficient to pay for the amount mentioned in the Subscription Application or the Lead Receiving Bank is unable to acquire the amount mentioned in the Subscription Application whether due to signature mismatch or any other reasons; if the NIN is not made available to ADX or if the NIN is incorrect; if the Subscription Application is found to be duplicated (any acceptance of such duplicate application is solely at the discretion of the Company and the Lead Receiving Bank); if it is otherwise necessary to reject the Subscription Application to ensure compliance with the provisions of the Commercial Companies Law, the Articles of Association, this Prospectus or the requirements of the UAE Central Bank, the SCA or the ADX; or if for any reason FTS/SWIFT/online/mobile/ATM subscription channels transfer fails or the required information in the special fields is not enough to process the Subscription Application. The Lead Receiving Bank and the Company may reject the Subscription Application for any of the reasons listed above at any time until the allocation of the Offer Shares, and have no obligation to inform the rejected Eligible Investor before the notification of the allocation of Offer Shares to the Eligible Investor. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S if the Subscription Application is otherwise found not to be in accordance with the terms of this Prospectus; if the Eligible Investor is a natural person and is found to have submitted the Subscription Application other than in his/her personal name (unless he/ she is acting as a representative for another Eligible Investor); an Eligible Investor has not adhered to the Prospectus;

14 08 First Section. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S METHOD OF PAYMENT OF SUBSCRIPTION AMOUNT METHOD OF PAYMENT The Subscription Application must be submitted by an Eligible Investor to the Lead Receiving Bank together with the NIN with ADX and the Eligible Investor s bank account number, in addition to payment in full for the amount it wishes to use to subscribe for the Offer Shares, which is to be paid in one of the following ways: Certified bank cheque (Manager s Cheque) drawn on a bank licensed and operating in the UAE, in favor of Multiply Group PJSC Subscription, Debiting an Eligible Investor s account with the Lead Receiving Bank; or Electronic subscriptions (please refer to the section on electronic subscription below). Details of the Eligible Investor s bank account must be completed in the Subscription Application even if the application amount will be paid by Manager s Cheque. The subscription amount may not be paid or accepted by the Lead Receiving Bank using any of the following methods: In cash; Cheques (not certified); or Any other mode of payment other than mentioned above. Please refer to Annex 3 for the Lead Receiving Bank s participating branches for submission of Subscription Application. B.2. FAB E-Subscription Access iposubscription. Please refer to the How to subscribe page and follow the instructions and submit the application. 1. Please ensure the following for submitting E-Subscription: a) Ensure that you have registered your mobile number with ADX against your NIN with ADX for receiving OTP for verification. b) Ensure to transfer the subscription amount through following: (i) Online transfer via UAE FTS Payment/ FAB online/mobile banking - Steps (INSIDE UAE) Please use Payment Purpose Code as Subscription or Others and include NIN number. Eligible Investor to remit funds, first, in full without deduction of any foreign bank charges. Please mention NIN Number, Broker Name and mobile Number under Remittance Instructions field or in Remarks (ii) SWIFT Payment Steps (OUTSIDE UAE) Select Payment message MT103 Capture in Field 70 relevant NIN Number, Broker Name, mobile number, amount of subscription applied for (iii) Details for subscription funds transfer: BANK NAME: First Abu Dhabi Bank PJSC IBAN: AE Beneficiary Account Name: Multiply Group PJSC - Subscription Currency: AED Account Number: SWIFT Code: NBADAEAASSD (iv) Upon completion of transferring the subscription amount, you must keep a copy of the payment receipt / payment confirmation to upload along with the Subscription Application 2. Access cib/iposubscription and submit application and upload payment confirmation advice.

15 09 First Section. III. FURTHER INFORMATION ON VARIOUS MATTERS SUBSCRIPTION PERIOD Commences on 21 st November and closes on 25 th November. IMPORTANT DATES RELEVANT TO THE METHODS OF PAYMENT OF THE SUBSCRIPTION AMOUNTS Subscription amounts paid by way of cheque must be submitted by 12pm (mid-day) on 23 rd November 2021 Subscription applications received through Online/ FTS must be made before 12pm (mid-day) on 23 rd November METHOD OF ALLOCATION OF OFFER SHARES TO DIFFERENT CATEGORIES OF ELIGIBLE INVESTORS Should the total size of subscriptions received exceed the number of Offer Shares, then the Lead Receiving Bank will allocate the Offer Shares according to the allocation policy specified below and will refund to Eligible Investor the excess subscription amounts. NOTICE OF ALLOCATION A notice to successful Eligible Investor will be sent by way of SMS initially confirming the acceptance of subscription and number of offered shares allocated to them. This will be followed by a notice setting out to each Eligible Investor s share allocation, which will be sent by registered mail to each Eligible Investor. METHOD OF REFUNDING SURPLUS AMOUNTS TO ELIGIBLE INVESTORS If an application for subscription to the Shares is rejected, the Lead Receiving Bank will refund all amounts paid by Eligible Investors whose Subscription Applications were rejected. It will also refund the amounts paid by the Eligible Investors in excess of what has been allocated to the Eligible Investors within (5) five working days of closing the subscription by transferring such amounts to the Lead Receiving Bank s account stated in the Subscription Application or the bank account from which subscription funds were transferred or by a cheque with the amount shall be sent to the address of the Eligible Investor as stated in the Subscription Application. There are certain risks that are specific to investing in Offer Shares. Those risks have been discussed in a section headed Investment Risks of this Prospectus and must be taken into account before deciding to subscribe in the Offer Shares. IV. USE OF PROCEEDS Funds generated by this offering will be used to invest in and operate the Group in the fields of utilities, wellness, marketing & media, and other capital investments across high growth disruptive businesses. The Group has built a diversified investments portfolio in 8 companies across 5 industries and will further grow their portfolio. Below is the Group s Investment Allocation Rationale: S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S LISTING AND TRADING OF SHARES Subsequent to the allocation of Shares, the Company will list all of its Shares on the ADX in accordance with the applicable listing and trading rules. Trading in the Shares will be effected on an electronic basis, through the ADX s share registry, with the commencement of such trading estimated to take place after completion of the admission to trade. RISKS The Group s existing acquisitions are spread across different geographies and companies that operate in diverse industries and are positioned at different stages of growth. It aims to achieve optimal allocation of capital which maximizes shareholder returns under varying external market conditions and business cycle stages.

16 10 First Section. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S USE OF PROCEEDS INDUSTRY Media and communication APPROXIMATE ALLOCATION Up to 30% Around AED 900Mn RATIONALE We are the industry experts: After 16 years in advertising/ communication, we have created the biggest media agency in Abu Dhabi and started investing in technology before transforming into an investment holding group. The Company aims to have within its portfolio, the region s largest digital, omnichannel media groups. The Group has identified the latest innovations in marketing, advertising & media globally, disrupting the local landscape and empowering brands with datadriven and hyper-targeted advertising campaigns that optimize ROI. According to McKinsey, consumers vaulted five years in the adoption of digital in just two months. This shift is expected to be permanent. New opportunities are being created as a result of: The increase in demand for Internet of Things (IoT) and emergence of the cloud platform is anticipated to drive the global digital-out-of-home (DOOH) market growth in near future. The world is shifting to an Internet of Behaviour and investment in this area has been growing by ~146% over the past 5 years. Virtual reality (VR) is the fastest-growing entertainment and media segment. Its revenues surged by 31.7 percent in 2020 to $1.8 billion. It is projected to grow at 30 percent CAGR over the next five years to reach $6.9 billion business in (PwC) The Global Digital-Out-Of-Home (DOOH) Market was valued at $20.16 billion in It is expected to reach $41.35 billion by 2027 at a CAGR 12.1%. (Research & Markets)

17 11 First Section. USE OF PROCEEDS Wellness Up to 30% Around AED 900Mn COVID-19 has accelerated the adoption of wellness and related technologies by elevating the importance of preventative health care. The Company aims to capitalize on these trends and invest across the following 6-dimensions that holistically make up the wellness industry: Better health, better fitness, better nutrition, better appearance, better sleep, and better mindfulness. As of 2021, the Global wellness market is worth $1.5 trillion and witnessing an annual growth of up to 10 percent. (McKinsey) INDUSTRY APPROXIMATE ALLOCATION RATIONALE According to a global McKinsey survey, 79% of respondents said they believe that wellness is important, and 42% consider it a top priority. With aging populations, global healthcare budgets are expected to increase by 10% by 2030 and the notion of life tech is attracting significant attention The global market preventive for healthcare (technologies and services) is predicted to reach $287 billion by 2027, expanding at a CAGR of 9.7%. (ihealthcareanalyst) With an expected CAGR of 25% from 2019 to 2025, the digital health market is expected to reach nearly 660 billion dollars by 2025 (Statista). Beauty and personal care e-commerce and digitalization will be at the forefront of competition 2021 onward, as brands vie for consumers increased digital attention. (Euro Monitor) CBD-related wellness: The global cannabidiol market size surpassed $7.1 billion in 2020 and is estimated to grow at over 35% CAGR between 2021 and 2027 (Global Market Insights). While new studies have demonstrated CBD s effectiveness against numerous medical conditions, favorable regulation has enhanced its adoption globall.y S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S

18 12 First Section. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S USE OF PROCEEDS Automotive Up to 5% Around AED 150Mn Most of the top economies and automotive markets have set zero-emission targets and plan to ban fossil fuel vehicles over the next two decades. As a result, we see a lot of investment in smart city development and potential opportunities in future mobility, training and infrastructure. The connectivity of cars will be a key factor in 2025 and beyond. Many vehicles will be permanently online, sending and receiving information via the internet and giving rise to new business models. INDUSTRY APPROXIMATE ALLOCATION RATIONALE There are potential opportunities in autonomous technologies, connectivity, electrification, and shared mobility. Global EV sales are forecasted to be 11.2 million in 2025, a CAGR of 29 percent. Total EV sales growing from 2.5 million in 2020 to 11.2 million in (Deloitte) The GCC s youth population is expected to reach 65 million by 2030 (PwC). Notably, Dubai expects its population to increase by 2.4 million (70%) by This will support future demand in the auto industry. Overall, MG is conservative in its planned allocation due to rising micro-mobility and as a result, a potential slowdown in future auto sales.

19 13 First Section. USE OF PROCEEDS Utilities Up to 25% Around AED 750Mn As countries worldwide face growing demand for comfort cooling, it is district cooling that has a significant role to play in reducing the overall energy usage from cooling. In 2019, PWC estimated that using district cooling for future additional cooling demand in developing countries could lead to over US$1 trillion in energy savings worldwide through According to PWC, District cooling systems: INDUSTRY APPROXIMATE ALLOCATION RATIONALE Consume 20 to 30% less power than the most efficient conventional cooling solution Consume 60-80% less power than the average conventional cooling systems Can reduce peak power capacity by up to 30 percent on average Demand for district cooling is expected to increase amid the UAE s plans to scale up infrastructure investment and industrial operations on account of the growing applicability of cooling systems in oil & gas refineries, production, and manufacturing plants. The increasing focus on development of smart cities and smart grid infrastructures will propel the demand for advanced district cooling systems. The global district cooling market size is expected to reach $47.64 billion by 2028, exhibiting a CAGR of 8.7% between 2021 and (Fortune Business Insights) Across the Middle East district cooling technology accounts for between 15% and 25% of the world s installed cooling capacity. (Norton Rose Fulbright) S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S

20 14 First Section. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S USE OF PROCEEDS Capital Up to 10% Around AED 300Mn MG has a sector agnostic view with a straight-forward investment criteria as indicated below: INDUSTRY APPROXIMATE ALLOCATION RATIONALE Companies that are growth champions in their respective industries, backed by the 4th Industrial Revolution, with a pre-defined exit timeline and a smaller role in operations and strategy. Companies that are available at a significant discount with respect to their intrinsic value, typically low multiples due to short-term external factors. This may require long-term investment horizon and an active approach. While MG nurtures the acquisitions in the industries for long-term maximization of shareholder value, the Group s venture allocation offers the flexibility to grab low-hanging fruits and benefit from any adverse market movement.

21 15 First Section. V. TIMETABLE FOR SUBSCRIPTION AND LISTING The dates set out below outline the expected timetable for the subscription in the Offer Shares. However, the Company reserves the right to change any of the dates/times, or to shorten or extend the specified time periods upon obtaining the approval of the appropriate authorities and publishing such change(s) during the Offering Period in daily newspapers VI. ALLOCATION POLICY Allocation policy Discretionary allocation Subscription Commencement Date (The Subscription Period shall continue for five days, including Saturdays, for the purposes of accepting Eligible Investors Subscription Applications) 2021 NOV NOV Subscription Closing Date Allocation of Offer Shares NOV 28 SMS confirmation to all Eligible Investors, commencement of refunds of surplus investment to the Eligible Investors and commencement of dispatch of registered mail relating to the allotment of shares DEC 05 Expected date of listing of Shares at ADX DEC 05 Allocation of Shares will be determined by the Company. It is therefore possible that Eligible Investors who have submitted Subscribtion Applications may not be allocated any Shares or that they are allocated a number of Shares lower than the number of Shares mentioned in their Subscription Application. The Company reserves the right to allocate Offer Shares in any way as it deems necessary. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S Unsubscribed Offer Shares If all the Offer Shares allocated for subscribtion are not fully subscribed, then the Offer Shares will be withdrawn. If the offering is withdrawn, the subscription amounts will be fully refunded to the Eligible Investors, along with any accrued retuns beween the periods one day after the closing date of the Subscription Period and until one day prior to the refund of the subscriptions.

22 16 First Section. S U B S C R I P T I O N T E R M S A N D C O N D I T I O N S VII. MULTIPLE SUBSCRIPTION APPLICATIONS An Eligible Investor should only submit one Subscription Application for Offer Shares. In the event an Eligible Investor applies for subscription in more than one Subscription Application, the Company and the Lead Receiving Bank may accept all or reject partly or in full. VIII. IMPORTANT NOTES Eligible Investors will be notified of whether they have been successful in their Subscription Applications for Offer Shares by means of an SMS. Upon Listing of the Shares on the ADX, the Shares will be registered on an electronic system as applicable to the ADX. The information contained in this electronic system will be binding and irrevocable, unless otherwise specified in the applicable rules and procedures governing the ADX.

23 KEY DETAILS OF THE COMPANY Second Section.

24 18 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y KEY DETAILS OF THE COMPANY 1. Overview of the Company Name of the Company Multiply Group PJSC Commercial License No. CN Head office Te rm of the Company Financial year Independent Auditors: Major banks dealing with the Company: Level 19, Tamouh Tower, 12 Marina Square, Reem Island, Abu Dhabi - UAE 99 Yea rs The financial year of the Company starts on 1st of January and ends on 31 st of December of each calendar year Ernst & Young (EY) First Abu Dhabi Bank PJSC Current Share Capital: AED 2,100,000,000 Share capital post completion of subscription AED 2,800,000,000 Numb er of Shares post completion of subscription: 11,200,000,000 Nominal Valu lue of Each Share: AED 0.25 Any ch anges to Company s sha hare capital during the year In June 20 21, the Company s capital was increased from AED 300,000 to AED 100,000,000. In Oct ctober 2021, The Company s capital was increased from AED 100,000,000 to AED 2,100,000, Shareholders owning more than 5% of the Shares Name Shares Owned in the Company Ownership Percentage Infinity Wave Holding LLC 4,474,766, 6, % IHC Digital Holding L.L.C 3,442,941, % Details of current Board Members: Name Andre Sayegh Hamad Khalfan Al Shamsi Nationality UAE UAE Position Chairman of the Board Board Member Mansour Almansouri UAE Board Member Rick Gerson UAE Board Member Samia Bouazza Lebanon Board Member

25 19 Second Section. 3. Constitutional Documents Following is a list of the constitutional documents of the Company: Memorandum & Articles of Association. Commercial License. 4. Objects of the Company as per the Memorandum and Articles of Association: Company Registration Certificate with the SCA. The object for which the Company is established, pursuant to its Memorandum and Articles of Association, is to carry on the following activities inside or outside the UAE: incorporate all types of companies either alone or in partnership with third parties and grant such companies the authorities that it may deems appropriate or necessary for any purposes related to the objects of the Company, expansion thereof, or its business. to acquire, participate in or own shares, stocks and other interests in companies engaged in any field related to the activities of the Company or to any extension of its business or carrying on activities similar to the activities carried on by the Company or which may assist the Company in achieving its objects; and the Company may finance such companies. 5. Licensed Activities as per Commercial License: The commercial licence of the Company issued by the Department of Economic Development in Abu Dhabi includes the following activities: to participate with others in establishing other companies, partnerships, or entities for the purposes of acquiring, developing, owning, operating or managing the activities or enterprises of the Company. manage the Subsidiary Companies and entities affiliated with the Company. Issue and sale of new shares in the Company or any shares or in interests in any Affiliated Company. undertake any activity or do any action that may support the Company s financial position or increase its value or the value of its assets, or support the rights of its Shareholders. to carry on any business or activity related or incidental to any of the business of the Company or which would enhance, whether directly or indirectly the value of all or any of the enterprises, properties or assets of the Company or in any way increase the profitability of the Company or enhance the interests of the Company or its shareholders. Health services enterprises investments, institution and management. K E Y D E T A I L S O F T H E C O M P A N Y to enter into any agreements with banks, financial institutions and credit agencies concerning the financing of the Company s activities, including, without limitation, the issuance of guarantees, the granting of securities over its assets, including its shares and assets or the shares or assets of its subsidiaries, and to enter into agreements in favour of any subsidiary, including, without limitation, to issue or grant indemnities or to act as a guarantor to secure the liabilities of any subsidiary, with or without consideration and to mortgage or create a security over all or any part of the Company s rights or assets or the rights or assets of any of its subsidiaries in order to secure the commitments of the Company. Economical feasibility consultancy and studies. Private funds investment. Commercial enterprises investment, institution, and management. Public relations consultancy. Exhibition organization and management. Newspapers advertisements. Industrial enterprises investment, institution, and management. to enter into any contracts or agreements required for achieving and performing any of the objects and activities of the Company. Organization and event management. Advertisements designs and production.

26 20 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y 6. Business Description: Overview The Company is an Abu Dhabi-based tech focused holding company with global presence across five (5) industries, including capital investments, wellness, media & communications, and utilities. Multiply Group, The Company formerly known as Multiply Marketing Consultancy LLC has been transformed into an investment holding company which will invest, grow, and consolidate diversified businesses across UAE and abroad, including investments in companies like PAL Cooling Holding, Emirates Driving Company, US based Firefly, Viola Communications and many more. The Company s portfolio spans across five (5) industry verticals, namely: MG Communications Holding LLC MG Digital Holding LLC MG Wellness Holding LLC MG Ventures Holding LLC MG Utilities Holding LLC As a holding company, the Company strives to futurize each of their subsidiaries by creating synergies between their tech-driven, high-growth investments and partners and portfolio companies in more traditional industries. The Group s diversified portfolio strikes a balance between steady companies that generate recurring income and high-growth businesses. Key Financial Information In AED Year ended 31 st Dec 2018 Year ended 31 st Dec 2019 Year ended 31 st Dec 2020 YTD 2021 (September) Revenue 19,525,069 21,472,150 15,783, ,612,555 Gross Profit 9,562,394 7,943,148 6,169,619 99,520,419 Net Profit 7,369,583 10,767,303 3,797, ,660,173

27 21 Second Section. HISTORY AND DEVELOPMENT The Beginning The Company started out as Multiply Marketing Consultancy LLC, which was established in 2003 with its current CEO and 3 other employees and organically grew by 400x into one of Abu Dhabi s leading communications agencies. In 2008, the Company established Multiply Research Company ( MRC ) a research arm dedicated to researching and analysing the latest trends and opportunities and providing actionable insights and consulting services to private-sector, multi-national and government decision-makers. Both the Company and MRC were early adopters of cost-effective newer work models, leveraging top global talent through free-lance and remote work contracts. With this, the Abu Dhabi grown company had diverse teams operating out of France, Egypt, Lebanon and the US. Mergers and Acquisitions Starting in 2016 and up to 2019, the Company sought to grow itself inorganically by aggressively acquiring 50% of its largest local competitor Viola Communications, increasing its market share in Abu Dhabi, creating synergies and becoming the media & events giant s largest shareholders. In 2019, the Company began to pursue growth opportunities in areas that create efficiency and capitalize on potential opportunities through key investments and global partnerships, exclusively in tech-focused, platform-based, scalable companies in fast-growing industries. In 2021, the Company merged its marketing operations with Viola Communications and transformed into the Group, allowing the Group to focus on M&A s and further inorganic growth. Today, Viola Communications has exclusivities for most out-of-home media rights in the emirate of Abu Dhabi (e.g: buses, lamp posts and bridge banners) and is 100% owned by the Company. Acquisition by IHC As a result of the Company s performance, persistence and growth plans, International Holding Company (IHC) acquired the Company in 2020, bringing with it access to funds that fuelled the management s existing ambitions of accelerating the group s inorganic growth. Global Investments that can be put on taxis and rideshares. The deal with Firefly includes bringing their technology to the region and being Firefly s exclusive MENA partner. Diversification into Wellness Mental and physical wellbeing have always been a core corporate value at the Company. A dedicated research team have accumulated years of deep research insights on the wellness and longevity industries. As a result, the Company strategically diversified into healthcare by announcing HealthierU, a homegrown preventative health-tech platform. HealthierU capitalizes on the shift in consumer behaviour in a post-pandemic world and uses a proactive management approach designed to address and identify the potential root cause of illness, maintaining wellness rather than treating symptoms. It aims to improve users holistic wellness by offering 24/7 access to online teleconsultation with specialists in areas like sleep health, fitness, nutrition and mental wellbeing, working in longevity and wellness clinics worldwide. Pre-listing Asset Reorganization and Group Re-Structuring Continuing to build on the momentum, asset reorganization consolidated Group C36, previously under Royal Group, cementing the Group s position in the expanding health and wellness industries. In addition, the Group became majority shareholders in Omorfia Group LLC, a group that includes local beauty successes: Tips and Toes, Bedashing Holding Company, Jazz Lounge Spa and Ben Suhail Distribution. Continuing to diversify across high-return industries, today the Group also consolidates steady cash flow investments in Emirates Driving Company and utility company, PAL Cooling Holding. Listing on ADX During 2020 and 2021, IHC has listed six (6) companies on the ADX resulting in an average share price appreciation of 90% for these companies since listing. Building on that momentum and with the Company s current position (closing of several deals; a healthy capital base; diversified portfolio of companies with sustained growth, strong track records, proper financial reporting procedures, seasoned leadership and good governance), listing on the ADX, one of the best performing markets post-covid (growing 78% in one year) was a natural next step to bring more liquidity to our shareholders and elevate recognition of the group. K E Y D E T A I L S O F T H E C O M P A N Y In H2 of 2020, the Company closed its first global transaction, acquiring a minority stake in Google Ventures-backed Yieldmo, one of the fastest-growing Martech companies in North America. Shortly thereafter, the Company invested, twice, in San-Francisco based Firefly, a street-level digital media platform with proprietary Wifi-enabled, high resolution smart screens

28 22 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y SEGMENTS/ VERTICALS PJSC Holding LLC Holding LLC Holding LLC Holding LLC Holding LLC The Company s portfolio spans across five (5) industry verticals, namely: MG Communications Holding LLC At the core of where the Company started, MG Communications Holding LLC is the marketing and communications vertical of the Company This vertical includes companies such as Viola Communications and is currently seeking to invest in companies that optimize operations in marketing and media and create holistic solutions across channels. MG Digital Holding LLC Better sleep: The newest of the categories, this segment includes app-enabled sleep trackers and other sleep-enhancing product. Better mindfulness: Meditation-focused apps. MG Wellness Holding LLC is the lifestyle, wellness and health-tech vertical of the Company which invests in businesses across UAE and abroad that specialize in preventive healthcare, beauty, tele-mental health and other consumer and corporate wellness related sectors. The vertical will consolidate companies such as Group C36, and Omorfia Group LLC. MG Utilities Holding LLC The global digital experience platform market is anticipated to register a CAGR of 12.07% between 2020 to With a world shifting to an Internet of Behavior, investment in this area has been growing by ~146% over the past five (5) years. MG Digital Holding LLC currently includes investments in San Francisco-based street-level digital media platform Firefly; and New-York based Yieldmo, one of North America s fastest growing MarTech companies. MG Wellness Holding LLC: A 2021 survey by McKinsey assessed the future of the $1.5 trillion wellness market. In doing so, they found that consumers define wellness across 6 dimensions, each of which MG Wellness Holding LLC aims to tackle. Better health: Targeted, data-driven care through apps and home monitoring targeted, data-driven care, patient remote monitoring apps. MG Utilities Holding LLC is the utilities vertical of The Company which will consolidate investments in businesses across the UAE. The vertical will consolidate investments in utility businesses such as the PAL Cooling Holding. The Company plans to invest in the utility industry that powers the future smart cities. MG Ventures Holding LLC MG Ventures Holding LLC invests in profitable, highgrowth, and resilient companies with steady cash-flow. These companies are value-driven, with solid leadership and have an exclusive understanding of the space they operate in. MG Ventures Holding LLC identifies these top-performers and infuses them with capital to reach their full market potential and stay ahead of the economic curve. Today, MG Ventures Holding LLC consolidates Norm Commercial Investment SP LLC and Emirates Driving Company PJSC, held through Spranza Commercial Investment SP LLC & MG Ventures Holding LLC directly. Better fitness: Creative offerings to meet the growing fitness needs and goals of consumers. Better nutrition: Nutrition apps, diet programs, juice cleanses and subscription food services. Better appearance: From wellness-oriented apparel (athleisure) to beauty products and services.

29 23 Second Section. LEGAL STRUCTURE 99% Omorfia Group 51% 100% Ben Suhail Group PJSC (Formerly Multiply Marketing Consultancy) Multiply Companies Management SP LLC 100% Group C36 65% 100% LLC LLC LLC LLC 100% 99% LLC 1% Al Ghad Media 7.37% Rights 3.22% 1% 100% Norm Commercial Investment SP 1.36% Alpha Dhabi PJSC Spranza Commercial Investment SP 11.25% 100% 36.75% K E Y D E T A I L S O F T H E C O M P A N Y Ben Suhail Distribution

30 24 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y SUBSIDIARIES/ BUSINESSES

31 25 Second Section. At the time of this writing, our investments include: VIOLA COMMUNICATIONS Vertical: MG Communications Holding LLC Ownership: 100% Established in 2001 and became fully owned by the Company in 2021; Viola Communications is today a wellestablished and fast-growing UAE based investment group specializing in providing fully integrated marketing and communications solutions to national and regional firms with a head office in Abu Dhabi and other offices in Dubai and Cairo. Viola Communications consolidates the following subsidiaries: Viola Advertising Viola Outdoor Viola Events The company offers the following services: Advertising Media planning and buying Public relations Production & postproduction house Planning Consultancy Exclusive agent for lamppost & bridge banners Viola Planning Consultancy Viola Public Relations Viola Production Viola Interactive Social Media Digital Events planning and management Out of Home Media Fully integrated communications solutions Employees: 180 Employees (Viola & its subsidiaries) Assets Include: Outdoor media exclusive rights with DMT till year 2030 for advertisement on lampposts, bridges & buses. Top 5 clients 2021: Offices: Currently there are 3 offices for Viola in Abu Dhabi, Dubai and Cairo. Two of Viola s subsidiaries Purple Printing LLC and Purple Exhibitions LLC have operations in Musaffah. Competitiveness: Following the merger with the Company, one of the main pillars of Viola Communications, Viola Outdoor, now has exclusive OOH concessionaire for lampposts and bridge banners in Abu Dhabi, in addition to the public buses of Abu Dhabi s first transit media is the leading provider of out of home (OOH) advertising media space offering brands a means of communicating through this important mass media and reach its target audience. Key Value Proposition: One of Viola s major competencies and unique selling proposition is linked to the complete marketing communication disciplines and solution-offerings and having one homogeneous output that is built around a strategic KPI towards client s communications objectives. Business & Marketing Engagement: Viola conducts interval various in-depth market research to continuously assesses and evaluates current market conditions and trends and as a result constantly upgrades their products/services. Their main source of business is dominated by repeat business from existing clients, business from their mother/sister company, the various online Government portals both in Abu Dhabi and Dubai, cross sales via our business units as well as through client referrals and personal contacts. K E Y D E T A I L S O F T H E C O M P A N Y

32 26 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y COMPETITION ANALYSIS Abu Dhabi Company McCollins Media Four communications Al Sayegh Media Tonic Agency Brand Stallion MC Saatchi Flash Entertainment FP7 McCann Finsbury Havas Media Ogilvy Grayling Apco Worldwide Weber Shandwick Hill+knowlton Strategies Brunswick Edelman BPG OPERATION MODEL Locations Dubai

33 27 Second Section. ORGANIZATION STRUCTURE CFO Sr Production Manager Business Director Accounts Manager HR Director IT Manager Viola Outdoor Creative Dept Viola Events Viola Media CEO Viola Advertising Viola Inter -active Viola PR Purple Exhibitions Purple Printing K E Y D E T A I L S O F T H E C O M P A N Y

34 28 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y GROUP C36 Vertical: MG Wellness Holding LLC Ownership: 65% Group C36 comprises of a high-end, Swiss-based Luxury Healthcare establishment, The Kusnacht Practice, a global leader in the treatment of mental health disorders and the most exclusive recovery centre in the world. Sector: High-End/Luxury Healthcare Location: Zurich, Switzerland Industry: Healthcare (High-end) Medical Advice Treatments Diagnostics Rehabilitation Residences Services Hospitality Services Services Offered Continuing Care The Kusnacht Practice Founded in 2011, The Kusnacht Practice is a global leader in the treatment of mental health disorders, providing a unique combination of medical expertise and luxury services. The company is the world s most exclusive recovery centre treating a wide range of addictive and psychological disorders in completely private and luxurious surroundings. They offer professional, bespoke care in the most luxurious environment. Treatments: Addictions Mental Health Eating Disorders

35 29 Second Section. HealthierU is a wellness virtual platform being developed by MG Wellness Holding LLC in collaboration with global partners including Weill Cornell Wellness and Cardiovascular Preventative Medicine in New York and Group C36. The platform uses a proactive management approach designed to address and identify the potential root cause of illness, maintaining wellness rather than treating symptoms. With an aim of improving users holistic wellness, the app offers 24/7 access to online teleconsultation with specialists in areas like sleep health, fitness, nutrition and mental wellbeing, working in longevity and wellness clinics worldwide. The easy-to-use platform will enable users to access advanced diagnostic services at labs across the UAE and health assessments, and will provide personalized, comprehensive solutions and advice such as fitness training and wellness plans, tailored to users needs and lifestyle. HealthierU aims to transform how healthcare is delivered and become part of a medical solution by offering high quality treatment and prevention plans to people from across the globe. Current features: HEALTHIERU Comprehensive assessments categorized to the following: plan/prescription and view lab results Health records including lab test, diagnosis, doctor prescription, treatment plan, etc. An article section with the latest updates on longevity, immunity, nutrition, biohacking, etc. Appointment reminders for patients and doctors Workout section includes free videos on weight loss exercises, muscle building, etc. Nutrition section with BMI, # of calories needed, recipes, etc. HealthierU aims to transform how healthcare is delivered and become part of a medical solution by offering high quality treatment and prevention plans to people from across the globe. The company is currently filing for IP in the UAE. K E Y D E T A I L S O F T H E C O M P A N Y General Sexual health Nutrition and sports performance Sleep health Immune health Virtual consultations with medical specialists Mental health Virtual consultations with medical specialists (video integration within the platform + chat option without the need to get a third party) Patient Patient will be able to access doctors calendars to see consultation availability Patient will choose between a consultation (1 hour) or a follow-up (30min) Payment integration is through PayPal and credit card support Once booked, the appointment will be added to the patient s calendar (phone/ ) Doctor Doctor will confirm timing availability before any booking is done by the patient Specialists will be able to upload their treatment

36 30 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y Competition When comparing HealthierU to other UAE-based platforms, HealthierU offers a comprehensive proactive approach and includes features that are not currently provided by other key players within the same field. These features include: e-commerce, functional medicine, workout plans, AI component, etc. Services: Conventional and functional medicine Lab integration App stores: ios and Android Blog/scientific information E - commerce Nutrition plans Workout plans AI component Insurance E - prescription Proprietary. Copyright (c) by Multiply Holding. All Rights Reserved. POTENTIAL PARTNERS: POTENTIAL VENDORS: The Elixir Clinic is an international wellness clinic recognized as market leaders in intravenous therapy with a presence across Europe, the Middle East and Asia. Their services include but are not limited to IV Therapies, Diagnostic and Screening, Wellness Programs, and Anti-aging Therapies. Cryo is the global leader in the application of cryptherapy elevate performance, support recovery, improve health and wellness, enhance beauty, and achieve slimming. Clemenceau Medical Center is a relatively new state-of-the-art hospital in Dubai, focusing on providing the gold standard of patient-centered healthcare and utilizing cutting-edge technologies. Lee Wellness is a Dubai-based center offering holistic and wellness services such as energy healing and balancing techniques. One of Dubai s first and largest well-being programs for holistic healing, mental well-being and personal growth. Based in Abu Dhabi, Group42 is a leading Artificial Intelligence and Cloud Computing company dedicated to the development and implementation of holistic and scalable technology solutions.

37 31 Second Section. OMORFIA GROUP LLC Vertical: MG Wellness Holding LLC Ownership: 51% The Omorfia Group today comprises of two personal care and beauty companies, namely Bedashing Holding Company and the Ben Suhail Group. Both consist of consumer-centric businesses that are high-growth, re cession proof and with high purchasing power. i. Bedashing Holding Company Founded in 2008, The Bedashing Holding Company currently operates 16 beauty lounges and salons across Abu Dhabi, Dubai, RAK and Al Ain with 9 additional lounges opening in FY In addition, the company offers retail cosmetics products and has an overall vertically integrated business model with 200+ world class trained stylists, artists and therapist, and an inhouse state of art training academy. The Company s key strategy includes: maintaining healthy mix of owned and franchise owned lounges across the region (Dubai, RAK and AUH), offering standard and customized hair & nail services and wide range of lavish make ups. Key Milestones First Branch opens at Delma St. Khalifa City A Going forward, by 2025 Bedashing Holding Company will: Undergo a Digital Transformation: Build and maintain a cutting-edge digital infrastructure that is reliable, secure & scalable. Provide an omni-channel experience for customers that is seamless, personalized & proactive. Continue Expanding Locally, Regionally and Globally: Complete UAE expansion and acquire chains in KSA, the UK and the USA. First franchisee at Al Falah Have an Accredited Training Academy: Fully set up (or acquire) of an internationally accredited Training Academy. Baniyas, RAK Shahama franchised branches MBZ franchisee Shakhbout City K E Y D E T A I L S O F T H E C O M P A N Y WTC Souq Fairmont Bab Al Bahr, Khaleej Al Arabi Dubai branches open at Midrif 35, City Walk West Yas Ministries Complex franchisee

38 32 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y ii. Ben Suhail Group Founded in 2005, the Ben Suhail Group is a partnership LLC headquartered in Dubai and provides grooming services for men and women along with product distribution of well-known beauty brands. The group operates through its three entities: Tips and Toes - 36 Stores (Women) With 36 branches located across four emirates and the Kingdom of Saudi Arabia, Tips & Toes is one of the Middle East s largest and most successful salon and spa chains. From employing the most talented technicians and therapists to providing ongoing training at its inhouse training academies, Tips & Toes is committed to delivering five-star service and spa treatments at prices that are accessible to all. Jazz Lounge Spa 7 Stores (Men) Opened in 2014 and designed to cater for today s modern man, Jazz Lounge Spa is a boutique Gents Spa & Grooming Lounge in the UAE with first-class treatments and service offerings ranging from massage therapy and facials, to nail and hair care. Ben Suhail Distribution LLC With over 17 years of experience in the beauty industry; it is engaged in products (brands) distribution as well as trading activities of imitation jewelry, perfumes, cosmetics, beauty, and personal care requisites- soap & hair care.

39 33 Second Section. Vertical: MG Utilities Holding LLC Ownership: 100% Founded in 2006, PAL Cooling Holding (PCH) is one of the top players in the UAE s district cooling industry, PCH offers reliable and quality services such as 24x7 chilled water for air-conditioning from state-of-the-art central cooling plants. Development of District Cooling Facilities in these concession areas are at different stages of design, construction, and operation. Key highlights: Established in 2006 Employees 140+ PAL COOLING HOLDING Key service: provision of chilled water for air conditioning to mixed-use developments Consistent income growth since It registered AED 83 million net profit in 2020, a 17 percent growth over the previous year. PAL is continuing to enhance its capacity through sustained capital spending. In 2020, AED 47 million was spent on improving mechanical capacity and thermal energy storage. PAL offers earning predictability with 8 long-term agreements. K E Y D E T A I L S O F T H E C O M P A N Y The company brought the total connected load to 142,479 RT in December 2020 with an increase of RT, and a growth of 31% in FY Electricity savings: up to 50% Key Clients:

40 34 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y SPRANZA COMMERCIAL INVESTMENT SP LLC Vertical: MG Ventures Holding LLC Ownership: 100% Spranza Commercial Investment is an SPV, holding 36.75% stake in Emirates Driving Company. An additional holding of 11.25% through MG Ventures Holding results to an effective stake of 48% in Emirates Driving Company. EMIRATES DRIVING COMPANY PJSC (ADX TICKER: DRIVE) Vertical: MG Ventures Holding LLC Ownership: 48% Established in 2000, Emirates Driving Company formed a strategic partnership with the Swedish National Road Authority (SweRoad) to implement the best practices in the driving training and road safety education in the emirate. As the leading drivers training and road safety institute, the company provides a traffic system that supports the rapid growth in population and urban development taking place in the emirate of Abu Dhabi. The Company, through Spranza Commercial Investment (an SPV holding 36.75% stake in Drive) and a direct holding through MG Ventures Holding (11.25%) has an effective stake of 48% in Emirates Driving Company. The group has control over Emirates Driving Company and consolidates the same in its books. Customers: 500 students per day 82,445 graduates in 2020 Leading corporate clients Curriculum: Developed with international leaders (SweRoad and RoSPA) Offered in five languages (Arabic, English, Urdu, Malayalam and Pashto) Regulatory Landscape: Licensed by the Department of Economic Development in Abu Dhabi Listed on the ADX with the share code DRIVE and a market cap of AED 2 b Competitiveness: Emirates Driving Company has a crucial role to play in contributing to the improvement of road safety in the UAE, through the continuous improvement of their driving curriculum as well as the active involvement in education and road safety initiatives along with their partners in the UAE. This forms the basis of their business principles which they strive to integrate in every step of their operations and strategic decisions. Footprint: Headquarters in Abu Dhabi Two main branches, Abu Dhabi City and Al Ain, of approximately 417,600 and 321,549 square meters, respectively One large branch in Zayed City Five satellite branches Offices: 7 locations (Abu Dhabi Al Ain Madinat Zayed Al Sila Al Marfa Ghyathi Delma Island) People: 469 total employees (3 executive management 9 senior management, 366 trainers & drivers, and 91 administrative staff and other) 30 nationalities: 24% India, 22% Pakistan, 11% Yemen, 10% Egypt, 8% UAE, 6% Sudan, and 19% other 17% female representation (14% in the training function)

41 35 Second Section. Clients include: Services: Emirates Driving Company offers a diversified range of training courses to ensure all the needs of their customers and the prerequisites for achieving safer roads are addressed. Training programs are divided into three main categories, grouped based on the type of licensing received. Pre-license Courses Light vehicle training course Motorcycle training course Heavy vehicle training course Heavy Bus training course Heavy Machinery training course Light Machinery training course Post-license Courses School Bus Driver Training School Bus Supervisor Training Specialized and Tailor-made Courses Crane Operator Training Desert Driving Training Assets include: Light vehicle Defensive Driving Heavy vehicle Defensive Driving Heavy vehicle Defensive Driving Heavy Motorcycle Defensive Driving Eco-driving Training Fleet of 341 cars with the following breakdown: 256 cars, 19 heavy buses, 26 motorcycles, 24 heavy trucks,9 heavy machinery, and 7 Jeep Wranglers. Emirates Driving Company also owns one subsidiary called Tabieah Property Investment with 100% ownership. Established in 2017, Tabieah is a real estate holding company dedicated to investing some of Emirates Driving Company s liquidity in the real estate asset class. Today, the company owns one luxury building on Saadiyat Island in Abu Dhabi. K E Y D E T A I L S O F T H E C O M P A N Y BOARD OF DIRECTORS Operational Units Executive Management Board Chief Corporate Services Officer Human Capital Department Procurment & Contracts Department IT Department Facility & Fleet Management Department Board Secretary CEO Office Consultant Office Chief Executive Officer Customer Happiness Department Al Ain Training Department Chief Operation Officer Remuneration & Nominations Committee Audit Committee Strategy Committee Strategic & Performance Office Business Development & Partnership Office Abu Dhabi Training Department E-Learning & Training Development Department Financial Planning & Investments Department InternalAudit Office Chief Financial Officer Corporate Finance Department Indirect functional relationship Direct functional relationship Executive Committee HR Committee Technical Committee Purchasing Committee Tender Opening Committee

42 36 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y NORM COMMERCIAL INVESTMENT SP LLC Vertical: MG Ventures Holding LLC Ownership: 100% Norm Commercial Investment SP LLC is an SPV created to hold investments in various UAE listed companies. The company also has cash in its bank and brokerage account. Under its subsidiary Norm Commercial Investment, the Company is sector agnostic. Their investment criteria is straight-forward: invest in companies that are growth champions in their respective industries, backed by the 4th Industrial Revolution, with a pre-defined exit timeline and a smaller role in operations and strategy. While acquisitions in their chosen industries are nurtured for long-term maximization of shareholder value, the ventures allocation offers the Company the flexibility to grab low-lying fruit and benefit from any adverse market movement. INVESTMENTS A. YIELDMO B. FIREFLY INC. Vertical: MG Digital Holding LLC Investment Stage: Later Stage VC, Series C3 Vertical: MG Digital Holding LLC Investment Stage: Early-Stage VC, Series A3 investment The Company invested in the US based Online Advertising and Digital Marketing company; Yieldmo, one of the North America s fastest-growing digital advertising and attention analytics companies based in New York. Yieldmo delivers better media, powered by machine learning to make intelligent buying decisions in realtime. Backed by other premier investors such as Google Ventures and Union Square Ventures; Yieldmo has developed a mobile advertising platform that captures insightful datasets, which are then combined with machine learning capabilities to deliver a superior advertising experience for consumers and higher return on investment for clients. The Company has made two investments into the US based digital marketing company Firefly Inc. The investment in Firefly includes a joint venture which will bring dynamic advertising in taxis and rideshare vehicles to the MENA region, exclusively through MG Digital Holding LLC. Firefly, a San Francisco Bay Area-based company, is also backed by other major investors including Google Ventures, NFX, and Stanford University s StartX Fund. Firefly operates across major U.S. cities, working with taxi companies and rideshare drivers to install proprietary advertising displays on their vehicles. These screens deliver dynamic content based on location-based, GPSenabled triggers ensuring millions of impressions per month. Firefly provides an additional revenue stream to maximize drive time and empowers brands to efficiently engage consumers across the busiest cities in the United States, including San Francisco, Los Angeles, New York City, Dallas, Austin, Chicago and Miami. In June 2021, Firefly became the largest taxi-top platform in North America after acquiring Curb Taxi Media, giving it access to over ten thousand car tops to significantly scale its technology and network.

43 37 Second Section. C. AL GHAD - TV RIGHTS IN EGYPT Vertical: MG Digital Holding LLC Al Ghad TV is a pan Arab media broadcast and satellite news TV channel. The Channel is built on providing the audience with news that are both objective and accurate, so that they can find the truth without any sort of bias or subjectivity. Al Ghad TV aims to push for contemporary thinking and to uplift intellect and culture, also it values timeliness of news and attempts to always be up to date. Al Ghad endeavours to enhance its operational tools by developing its infrastructure in terms of devices, equipment and editorial policy. In 2021, Al Ghad s new 1,500 m2 building located opened in the Egyptian Media Production City EMPC. It is the first professionally designed news channel that is operated by fully integrated and sophisticated latest operating systems for news channels. Al Ghad Online Platform: is an online platform which integrates with the content of Al Ghad screen. Al Ghad s website and its social media pages are changing massively by producing their own featured webcast shows that comply to the needs of social media users. The platform also presents its programs through distinctive productions that approach youth and widen prospects of interactions. K E Y D E T A I L S O F T H E C O M P A N Y THE COMPANY S INVESTMENT The Company has acquired the media sales rights for Al Ghad s TV channel and online platforms for a period of 10 years. The Company is looking at this venture as a nascent opportunity of increasing revenue by selling the said media spots to potential brands across the region.

44 38 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y STRATEGY The Group s strategy is two-pronged: supporting the organic growth of each of its subsidiaries and inorganically by continuing on its aggressive acquisition streak in their current and complementary industries. ORGANIC GROWTH Supporting portfolio subsidiaries to grow and evolve to their full market potential by empowering them with capital, technology and opportunities available within our expansive network to acquire or create innovative solutions, gain operational excellence and become leaders in future-proofing their industries. We are expecting to witness an average growth rate of 12-17% across our portfolio. Post-acquisition discussions are ongoing with some of our subsidiaries to enhance scale and productivity. This offers us an upside potential going forward. INORGANIC GROWTH Our existing acquisitions are spread across different geographies and companies that operate in diverse industries and are positioned at different stages of growth. While our risk appetite will be driven by shareholder targets, we aim to achieve optimal allocation of capital which maximizes shareholder returns under varying external market conditions and business cycle stages. According to multiple global studies on our subsidiary industries, an approximate average CAGR of around 10% is expected by However, we expect a strong deviation from this average with respect to geographic and technology driven factors. We target companies that have the potential to hit higher than average industry growth rates under any market condition. In addition, under our capital investments vertical, we are looking for rapid growth opportunities, mainly revolving around industry 4.0 (for example: fintech, cybersecurity, electric mobility, CBD, etc). These industries are projected to grow by over 20% over the next 5 years. OUR APPROACH TO INVESTING We leverage our solid research base, deep market insights and a network of global experts and partners to identify areas where we see the potential for healthy growth and long-term viability. We do not advocate a spray and pray approach. Our investments are largely focused on five (5) broad themes/industries. They offer strong innovation potential, healthy margins, long term durability and favourable policy directions. With these industries, we have identified areas that are being disrupted with technology, opening up potential opportunities. We are diversified. Our investments are focused on a balance between income-generating businesses that offer earning predictability (EDC dividends), and high-growth tech driven companies (potential unicorns). We are backed by one of the biggest and fastestgrowing conglomerates in the region. IHC allows us significant financial leverage and deal-making facilitation to pursue a bold investment mandate and chase rapid growth. This is very important considering global markets are brimming with liquidity. Over the years IHC has built several success stories, empowering companies to achieve rapid expansion and go public (6 companies over the past 12 months with a consolidated market cap of ~AED 527 billion). The market value of these 6 companies has increased by an average of 90% since their listing. We harness synergies. Our investments are followed by close engagement with the subsidiaries to build synergies, empowering them with tools and opportunities to optimize their potential and infuse our growth culture and future-ready mindset. To identify areas for operational improvements, the businesses are segregated into a series of value generating activities. Each subsidiary is tested for potential for regional expansion and tech adoption. A 100-day plan for each acquisition is developed for the post investment integration, institutionalization of culture and governance and finalizing the growth plans. Our acquisitions have demonstrated strong earnings and growth potential. We are well-capitalized and ready to deploy capital across a pipeline of global acquisitions aiming to benefit from the post-covid-19 disruptions and growth. While our risk appetite will be driven by shareholder targets, we aim to achieve optimal allocation of capital which maximizes shareholder returns. We have agreed on a global investment mandate, growing our existing footprints in the US and EU. In addition, with Abu Dhabi being one of the strongest economies in the world with futurecentric policies, we will continue to seek high-return local investments. Our purpose is to empower. This is an attribute that not only innately motivates everyone at the Company, but serves as a guidepost for decisionmaking including the opportunities we decide to pursue and not pursue. We actively seek to invest in companies that empower our stakeholders and the communities we operate in to optimize their full potential.

45 39 Second Section. INVESTMENT STRATEGY ECONOMY SECTOR We look at our targets from a wide angle. We start with the economic performance of the country the company is based in or is considered its main market and how this might impact the investment. The areas studied include: Economic outlook (real growth, inflation, local demand, etc.) Financial market strength Regulatory environment (monetary and fiscal policy, capital transfer regulations, etc.) Political stability and perception. Business environment (ease of doing business, level of government support or interference, banking sector strength). Country risk allocation: economic, political, currency, etc. We assess the sector s long-term durability and alignment with mega-trends such as: 4th Industrial Revolution, emerging middle class, green economy, etc. The sector s potential for tech driven and innovation led growth The sector s growth rate, market size and competitive landscape We also look at barriers to entry. Growth dynamics for incumbents and new entrants K E Y D E T A I L S O F T H E C O M P A N Y COMPANY Financial viability and growth in terms of cash flows, ROIC, balance sheet strength, etc. It includes a deep study of multi-year financials and projections using various industry specific models. Company s operational and qualitative differentiators: management strength and longevity, future growth strategy. Company s position within the industry pricing power and threat of substitutes. Business model viability with respect to the industry s future trends and technological shifts. Potential liquidity events (IPO, PE) and alignment with the investment time frame laid by our shareholders and exit plan. Strategic impact on Multiply Group (returns, group collaboration, regional expansion). Is it available at the right price? Comparing industry relevant multiples with similar listed/private companies and precedent transactions. MG s TOP-DOWN APPROACH TO SCREEN INVESTMENT TARGETS Internal Screening Committee Members CEO Chief Investment Officer Chief Financial Officer Chief Economist, as needed Investment Advisor Tech Advisor Industry Expert

46 40 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y MARKET HIGHLIGHTS AND RATIONALE TO MG S CHOSEN INDUSTRIES The planned allocations per industry were chosen upon based on real-time market conditions, calculative foresight, and our current floating terms. These however may be subject to change based on who we decide to strategically partner with and the economic dynamics. More so, we have accounted for flexibility should a previously unforeseen opportunity present itself that will benefit our shareholders and our group. CAPITAL/VENTURES Here we are sector agnostic. Our investment criteria is straight-forward: Companies that are growth champions in their respective industries, backed by the 4th Industrial Revolution, with a pre-defined exit timeline and a smaller role in operations and strategy. Companies that are available at a significant discount with respect to their intrinsic value, typically low multiples due to short-term external factors. This may require a long-term investment horizon and an active approach. While we nurture our acquisitions in the aforementioned industries for long-term maximization of shareholder value, our ventures allocation offers us the flexibility to grab low-lying fruit and benefit from any adverse market movement. 2. In addition, we are focused on technologies that are revolutionizing other industries and riding the industry 4.0 wave. We have interest in the following potentially high growth areas: Fintech has transformed financial services, enabling greater accessibility, faster transaction speeds, higher security, and cost reductions for both businesses and consumers. The global fintech market is expected to reach $305 billion by 2025, growing at a CAGR of 21%. (Research & Markets) Cybersecurity: According to Cybersecurity Ventures, internet users will hit 6 billion by 2022, before reaching 7.5 billion by 2030 creating a significant need for strong cybersecurity solutions. The global cybersecurity market is expected to reach $400 billion by 2027, growing at a CAGR of over 10%. (Global Market Insights Inc.) Green energy: Renewable energy is revolutionizing the global economy amid tech induced adoption, favourable policies and trillions worth of investment plans globally. The regional economies are also pledging net-zero targets with significant investment plans to scale up green industries. Notably, there are opportunities across e-mobility, smart grid, batteries, etc. The Global Electric Mobility Market size is expected to reach $478.9 billion by 2025, rising at a market growth of 24.7% CAGR (KBV Research). This allocation has assumed higher importance since the pandemic. Fortunes have swung across different industries due to the pandemic-induced changes of distancing and digitization. Moreover, trillion of dollars worth of liquidity have flooded the markets, creating frothy valuations, a potential for healthy corrections and, as a result, opportunities to invest. The following industries are currently on our radar: 1. Biggest beneficiaries of the post COVID-19 boom: Software: In 2021 this industry registered a net income of $81.3 billion and capital returns of 32.07%. Semiconductor industry gained $81.5 billion in net income and a 19.36% return on capital investment. Online retail sales skyrocketed since last year, contributing to 11.2% capital returns and a net income of $45.7 billion.

47 41 Second Section. WELLNESS In 2019, the UAE health and wellness sector recorded a value of $1.97 million USD and was expected to reach $2.1 million USD by the end of Between , the wellness industry grew by 6.4%, amounting to a $4.2 trillion global market. This was nearly twice as fast as global economic growth (3.6 percent annually). Multiply Wellness Holding LLC not only wants to grasp a share of this market but lead the new global trends post-covid-19. These include: Wellness being more dimensional Prevention is preferred over treatment Increase in personalization Mental health awareness is on the rise With ageing populations, global healthcare budgets are expected to increase by 10% by 2030 and the notion of life tech is attracting significant attention UAE telehealth market experienced a growth of more than 200% during the pandemic and according to DOH, there will be a 52% reduction in face-to-face consultations. More so, post-covid-19, the importance of human connection and the mental wellbeing of employees in organizations has been elevated and support is expected to be available at all levels of the business. In line with these growth trends, MG has been developing a proprietary health and wellness prevention platform that connects UAE residents to a network of accredited international doctors and experts from across the globe (USA, Europe, UAE, etc.). In 2022, HealthierU will provide UAE residents with nutrition and workout plans, labs, merchandise, educational content and much more. KEY NUMBERS The wellness economy that includes wellness tourism, personal care, beauty, nutrition, physical activity, and preventative medicine was worth $4.5 trillion before the pandemic (Global Wellness Institute). It is expected to have gained significant growth since the pandemic. The global wellness market is witnessing an annual growth of up to 10 percent. (McKinsey) The global market for preventive healthcare (technologies and services) is predicted to reach $287 billion by 2027, expanding at a CAGR of 9.7%. (ihealthcareanalyst) With an expected CAGR of 25% from 2019 to 2025, the digital health market is expected to reach nearly 660 billion dollars by 2025 (Statista). The Company aims to capitalize on these trends and invest across the following 6-dimensions that holistically make up the wellness industry: Better health, better fitness, better nutrition, better appearance, better sleep, and better mindfulness. Specifically, MG is focused on rapidly growing Health tech industry with a specific interest on the holistic wellness and preventative health market. It includes: Preventative healthcare technology Digital corporate wellness platforms Tele-mental health Fem Tech K E Y D E T A I L S O F T H E C O M P A N Y FUTURE INDUSTRY DRIVERS A rise in both consumer interest and purchasing power presents tremendous opportunities for companies. According to a global McKinsey survey, 79 percent of the respondents said they believe that wellness is important, and 42 percent consider it a top priority. Beauty and personal care e-commerce and digitalization will be at the forefront of competition 2021 onward, as brands vie for consumers increased digital attention. (Euro Monitor) Clean beauty will become the new default in many markets, considering an overarching consumer shift towards safety and biocompatibility. (Euro Monitor) Wearables and biosensors CBD-Related Wellness Digital Therapeutics KEY HIGHLIGHTS FROM OUR EXISTING PORTFOLIO HealthierU: Apart from offering unique functions like e-commerce, functional medicine, workout plans, AI component, etc. There are plans in place to integrate digital therapeutics (i.e., remote monitoring devices like Fitbit, Apple Watch, etc.) to generate better health data for personalization. Omorfia Group: Bedashing launched its digital transformation strategy in 2020 with plans to introduce a subscription-based model by It also plans significant global expansion by 2025 with a target to reach 200 branches, driven by acquisitions across the US and EU.

48 42 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y UTILITIES There are several benefits to society and people that originate with District Cooling. Taking into account the whole supply chain, a district cooling system can reach up to 10 times higher efficiencies than traditional electricity-driven chillers. District cooling is particularly efficient in populated municipal areas where a large number of people exist in close proximity to the generation facility and top utilization is very high. These systems shift peak electric power demand with steam-based cooling, district cooling, and storage using ice or chilled water. The improvement of transmission blocking is accomplished by shrinking the demand for electricity-based heating and cooling during peak demand times. FUTURE GROWTH DRIVERS The district cooling demand is expected to increase amid the UAE s plans to scale up infrastructure investment and industrial operations on account of the growing applicability of cooling systems in oil & gas refineries and production and manufacturing plants. The increasing focus on green energy and the development of smart cities and smart grid infrastructures will propel the demand for advanced district cooling systems. Investments in electricity supply and clean energies have surpassed investments in oil and gas, and that gap is expected to continue widening in the coming years. How companies balance supply and demand with the global mandate to reduce carbon emissions and the growing demand for renewable energy will be a key future differentiator. Many businesses in the UAE region are adopting district cooling systems due to the associated costefficiency. District cooling systems use 50% less energy than air conditioners, thereby decreasing initial capital investment and maintenance costs. KEY NUMBERS The global district cooling market size is expected to reach $47.64 billion by 2028, exhibiting a CAGR of 8.7% between 2021 and (Fortune Business Insights) Across the Middle East district cooling technology accounts for between 15% and 25% of the world s installed cooling capacity. (Norton Rose Fulbright)

49 43 Second Section. MEDIA AND COMMUNICATION The Company aims to have within its portfolio, the region s largest digital, omnichannel media groups. The group has identified the latest innovations in marketing, advertising & media globally, disrupting the local landscape and empowering brands with datadriven and hyper-targeted advertising campaigns that optimize ROI. Investments of interest include: Digital advertising Data mining and management systems Creative content automation AR/VR tools Platform (PaaS) and software (SaaS) as a service Mass personalization of digital experiences Consumer analytics Media feedback tools FUTURE GROWTH DRIVERS According to McKinsey, consumers vaulted five years in the adoption of digital in just two months. This shift is expected to be permanent. Data ownership will be a key across the communication value chain. KEY NUMBERS The global MarTech industry is expected to witness a CAGR of around 44% between 2019 and 2025, to reach $335 billion revenue (QnQ Market Research Insights). Virtual reality (VR) is the fastest-growing entertainment and media segment. Its revenues surged by 31.7 percent in 2020 to $1.8 billion. It is projected to grow at 30 percent CAGR over the next five years to reach $6.9 billion in (PwC) The Global Digital-Out-Of-Home (DOOH) Market was valued at USD billion in It is expected to reach $41.35 billion by 2027 at a CAGR of 12.1%. (Research & Markets) KEY HIGHLIGHTS FROM OUR EXISTING PORTFOLIO Viola Long-term multi-year contracts such as outdoor media exclusive rights with DMT till the year 2030 for advertisement on lamp-posts, bridges & buses. Firefly K E Y D E T A I L S O F T H E C O M P A N Y More so, the world is shifting to an Internet of Behavior and investment in this area has been growing by around 146% over the past 5 years. Companies that manage to build on the new wave of data and use it to predict behavior and create personalized content are expected to have a massive edge going forward. According to a Deloitte survey, 62% of Generation Z and 72% of Millennials users on social media would rather see ads personalized to their likes and activity than generic ones. Roughly 80% of our current data has been created in the last 6 years, and this is expected to quadruple in the next 5 years alone. Gartner predicts that by year-end 2025, over half of the world s population will be subject to at least one IoB (Internet of Behavior) program. The shift towards e-commerce has created potential opportunities to engage with users. These include augmented reality and connected experiences across the physical-digital divide. The increase in demand for Internet of Things (IoT) and the emergence of cloud platforms is anticipated to drive the global digital-out-of-home (DOOH) market growth in the near future. Plans to expand the technology to the region and benefit from the growing DOOH market in MENA (forecasted CAGR of 10.6% between 2021 and 2028, reaching USD 1.2 Billion by 2028). Plans to double the screens by September Yieldmo One of the fastest-growing Martech companies in North America, with CAGR of 63% over the last 2 years. Backed by prominent venture investors like Google Ventures and Union Square Ventures. Al Ghad TV In order to achieve the desired position in the market and establish Al Ghad as a media revenuegenerating giant the Company has developed 6-8 months extensive work plan that includes developing synergistic media sales operations and cross selling Al Ghad s media bookings across the Company s ecosystem.

50 44 Geographic Allocation In addition, we will pursue a geographic allocation as well. It will be e dr d iven by the economic outlook, tech adoption and industry potential of different markets. K E Y D E T A I L S O F T H E C O M P A N Y Second Section. UAE, KSA, Turkey ey y Asia Pa acific and d India US, EU, UK Developed econ onomies nom m (U US, EU, U, UK): 40 0% The IMF expects the adva anc nced ed economies to grow by 4.5% in Emerging g Markets: (Asia Pacific c and India), 30% f India is project to grow close to 9% and it is one of the biggest domestic markets in the h world. We see potentiall in ind ndus ustr trie ies such as IT, heal alth thca c re and retail. Although China is facing increased government intervention in businesses, there are opportunities across China s gaming, e-commerce and auto industry. f The policy environment is expected to sup pporrt investments over the comin ing g years. f Political stability and best in n the world bussine ness s environment allows us high fut utur u e earning outl tlook, k, tech adoption and industry potential of diffe te ffere rent pred edictability. f f We see more tech driven opp port rtunitie ies, s, especially under our we w llness and med edia ia vertical, across Europe. Regional markets (UAE, KS SA, Turkey): (30% %) f Regiion o al allocations ns all llo ow us to make strate tegi gc acquissit i ions and further opportunities to c onsolid idatee. f Th here is hig igh growth potential amid aggressive po olicies to at attract foreign investments/start-ups an nd diversify aw way from oil. The KSA is projected to gro ow at 4.8% in

51 45 Second Section. COMPETITIVE STRENGTH The Company is a relatively new group that recently spun off from being completely owned by IHC, one of the largest and most valuable listed companies in the UAE (ADX - IHC:UH). A key factor in the Group s success has been balancing a deep understanding of the local culture and having a global mindset. The Company is an Abu-Dhabi based and grown group, that has a bold appetite for diversification in high-growth industries, the ambition to aggressively acquire stakes in some of the world s leading and fastest-growing companies and a global mindset that ensures inclusivity, encourages diversity and elevates the importance of corporate culture and empowerment. In addition: Our strict selection criteria looks for tech-driven and financially solid deals, with high growth potential. Between our Board of Directors and team, we have an unbeatably diverse mix of tech-driven, financially-savvy, young, dynamic and seasoned mindsets to continuously challenge and enhance ideas and processes. Our full ecosystem consists of local support and exposure to our global network of partners. We have a culture that seeks to create commonalities between all subsidiaries to operate with high integrity and with a growth-oriented and futuredriven mindset. K E Y D E T A I L S O F T H E C O M P A N Y Operations The Company is a holding company and its subsidiaries work as standalone entities with guidance provided, in the form of strategy or finance, when required. Properties Status of properties used by the Company or its subsidiaries (Owned/ Leased/ Sub leased)

52 46 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y Sno Location Office No Reem Island, Abu Dhabi Emirates Driving company (Mussafah) Company/ Subsidiary Function Capacity Ownership/ Management Multiply Group PJSC Group Operations Owned Ownership Emirates Driving company Driving Institute Leased Management 3. Saadiyat Tabieah Property Rentals Owned Owned 4. Br. Mirdif Bedashing Company operations Leased Management 5. Br. City Walk Bedashing Company operations Leased Management 6. Br. Khalifa City A (KCA) Bedashing Company operations Leased Management 7. Br. Delma Bedashing Company operations Leased Management 8. Br. WTC Bedashing Company operations Leased Management 9. DIG HO (Tamouh) Bedashing Company operations Leased Management 10. Br. Al Ain Bedashing Company operations Leased Management 11. Br. West Yas Plaza Bedashing Company operations Leased Management 12. Br. Khaleej Al Arabi (KAA) Bedashing Company operations Leased Management 13. Jumeirah Park Bedashing Company operations Leased Management 14. Br. Shakhbout Bedashing Company operations Leased Management 15. Nad Al Sheba Bedashing Company operations Leased Management 16. Al Maqta (formerly Bain Al Jesrin) Bedashing Company operations Leased Management 17. Br. Al Warqa Bedashing Company operations Leased Management 18. Al Barsha Bedashing Company operations Leased Management 19. Zawaya Walk (sharjah) Bedashing Company operations Leased Management 20. Palm Jumeirah Bedashing Company operations Leased Management 21. ICAD 3Mussafah ( ) 22. Dubai (Tcom) 23. Cairo Egypt 24. Two4Fityfour Purple printing & Viola Outdoor Viola Communications Viola Communications Viola Communications Company operations Leased Management Company operations Leased Management Company operations Leased Management Company operations Leased Management 25. Pal Danat Cooling Pal Holding Company operations Owned Ownership 26. Pal Saraya Cooling Pal Holding Company operations Owned Ownership 27. Pal Shams Cooling Pal Holding Company operations Owned Ownership 28. Pal Najmat Cooling Pal Holding Company operations Owned Ownership 29. Pal 4 Reem Cooling Pal Holding Company operations Owned Ownership

53 47 Second Section. INFORMATION TECHNOLOGY The Company is currently upgrading its IT Infrastructure facilities and includes: Microsoft Office 365 Services Security Services End Point Security Services (Protection/SEM/NOC/ SOC) Vulnerability & Patch Management IP Telephony Services Cloud Storage Data Storage (local and cloud) with admin level control INDUSTRY OVERVIEW Marketing & Communications (PR/OOH) The Middle East & North Africa Digital Out-of-Home Market was valued at USD 21.9 billion in 2020 and is expected to reach USD billion by 2026 at a CAGR of approximately 19.7% during the forecast period ( ) 1. The primary factor driving the growth of the market in the MENA region is the gradual and ongoing shift toward digital advertising owing to the increased spending on Smart City infrastructure in the countries. The Company s is actively seeking investment opportunities in platforms that finetune and optimize Out-of-Home media, marketing analytics, and communication processes across channels. CAGR F YoY: 11.5% CAGR 6.3% Post pandemic, advertising sales are likely to recover at a CAGR of 6.3% over the F period, primarily driven by digital ad sales (8% growth expected in 2021) as more people transition to online channels. In 2020, digital channels occupied nearly 50% share in total ad sales. Digital marketing offers high growth prospects in the UAE as nearly 99% of the population are active on social media platforms. POSITIVE OUTLOOK FOR MARKETING/ ADVERTISING COMPANIES Going forward, digital services are likely to drive work for marketing and advertising companies, as it offers lower costs with a wider reach, thereby allowing small and medium sized companies to also exploit this medium. Industries such as retail, telecom, airlines, events etc. are likely to continue to spend on marketing and advertising initiatives to attract customers. UAE retail e-commerce is poised to grow at 15.5% over F period to reach AED 29.4 bn. PUBLIC RELATIONS MARKET OVERVIEW The global public relations market is expected to grow from $88.13 billion in 2020 to $97.13 billion in 2021 at a compound annual growth rate (CAGR) of 10.2%. The market is expected to reach $ billion in 2025 at a CAGR of 7.4%. In the MENA region, the UAE is a primary driver for public relations (PR) on account of diversified non-oil economy, global brands and government initiatives to boost tourism, events, travel etc. K E Y D E T A I L S O F T H E C O M P A N Y The PRovoke Mena Summit 2020 held in Dubai highlighted that the region s public relations $1 billion industry is expected to double in value by 2030, powered by the rapid growth of national champion companies F 2022F UAE advertising sales F (AED bn) As of 2019, UAE advertising sales stood at AED 7.0 bn on account of digital (online, social media) and linear (TV, print) mediums. However, the 2020 Covid-19 pandemic led to 11.4% decline ad sales as many companies across sectors cut down on their marketing budgets. From $500 million a decade ago, the industry has upped its value to more than double that figure today and will further gain traction to double again by This will be driven by the growth of global brands that emerge from the region, especially from the two largest economies, Saudi Arabia and the UAE 2. In the short-term, many small-and large-scale events such as Expo 2020, ICC World Chambers Congress, Dubai shopping festival and others are likely to spur PR activity and digital advertising to attract viewers. Linear channels witnessed double digit decline of 21% whereas, digital channels remained resilient with 3% growth. Middle East & North Africa (DOOH) 1 UAE s PR sector to double-up by 2030, Khaleej Times 2

54 48 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y EVENTS MARKET UAE EVENTS MARKET OVERVIEW The UAE s events industry, which heavily relies on corporate travel and international tourism, was adversely impacted by the pandemic in 2020, as key events were either cancelled or postponed, such as the Expo Major event centers such as Abu Dhabi National Exhibition Centre (ADNEC) and Dubai World Trade Centre (DWTC) were closed for a major part of THE UAE S EVENTS MARKET IS POISED TO RECOVER IN 2021 AND This is driven by the easing of global travel restrictions on account of widespread vaccination efforts and the restarting of events calendars in the UAE. (The Expo 2020 was rescheduled between Oct 2021-Mar 2020). Post pandemic, Hybrid events which enable virtual connections through remote login are likely to witness surge in demand. According to an EventMB survey in May 2021, nearly 66.5% of event professionals preferred hybrid model over live events. Being the most tech-savvy country in the MENA region Having the majority of its population i.e. the expatriates being dependent on the internet Greater demand for web-based and localized online marketing services due to foreign investments in the IT sector The UAE is considered to be one of the top markets in the region, due to its leading role in digital media. According to TBWA, the United Arab Emirates is accounted for 46% of the total advertising spend. 7 Dubai is a business hub and home to advertising firms as well as the headquarters to many multinational companies. DIGITIZATION The global digital market is expected to grow from $ billion in 2020 to $ billion in 2025, growing at a CAGR of 16% 3. Marketers will benefit from increased speed, connectivity, and interactivity, allowing them to deliver more content and personalized advertising. With 41.6 billion connected devices by , IoT will provide endless opportunity to marketers to accurately analyse consumer behaviour and provide the right message at the right time on the right device. FUTURE OF MARKETING Digital ad spending is expected to increase from $ billion in 2019 to $517.5 billion by The percentage share of digital ad spending in the total media ad spending is projected to increase from 50.1% to 60.5% during the same period. 6 Digital Marketing is the fastest growing industry in the UAE. According to IWS 98.4% is penetration of internet users in UAE. 7 Internet users have grown exponentially in the UAE over the last 10 years. In 2018, the penetration rate in the UAE was approximated to be 98.4%. 7 In addition to the above reasons, the UAE is rich in opportunities in this sector due to: Digital Advertising Global Market Report 2021: COVID-19 Impact and Recovery to 2030, Research and Markets Report Billion IoT Devices will be Generating 79.4 Zettabytes of Data in Global Digital Ad Spending Scope of Digital Marketing in Dubai, UAE 6

55 49 Second Section. HEALTH & WELLNESS SECTOR In 2019, the UAE health and wellness sector recorded a value of $1.97 million USD and was expected to reach $2.1 million USD by the end of Dubai has become a unique travel destination for today s health-conscious traveller. 9 With ageing populations, global healthcare budgets are expected to increase by 10% by 2030 and the notion of life tech is attracting significant attention. The UAE telehealth market experienced a growth of more than 200% during the pandemic. According to DOH (Department of Health), there will be a 52% reduction in face-to-face consultations. More so, post-covid-19, the importance of human connection and the mental wellbeing of employees in organizations has been elevated and support is expected to be available at all levels of the business. The other aspect of wellness segment is beauty cosmetics and spas & salons. The global cosmetics market was valued at USD billion in 2019 & is expected to reach at USD billion by 2027 registering a CAGR of 5.3% from 2021 to The global spas & beauty salon market is expected to grow from USD billion in FY 2019 to USD billion in 2026 at a CAGR of 8.5% over 5 years 12. The UAE spends USD 247 per capita on beauty which is more than any other country in the Middle East and ranks 9th worldwide. The average spend on Fashion & Beauty is 16% of income 13. SWITZERLAND HEALTHCARE MARKET OVERVIEW CAGR CAGR 1.5% CAGR F CAGR 2.2% In 2020 and 2021 Switzerland occupied the top position among 31 nations in FREOPP World Index of Healthcare Innovation. The doctor/patient ratio in Switzerland stands at 4.3 and nurses to 1000 people stands at 18, both of which are higher than the average of OECD countries. SWITZERLAND LUXURY CLINICS AND MEDICAL TOURISM Given the advanced healthcare system, and highquality treatment, Switzerland is visited by affluent people from across the planet for various treatments at specialized luxury clinics. It is estimated that the country has over 80 specialist health and wellness hotels. Medical tourism in Switzerland is expected to grow at a CAGR of 4.6% over F period to reach AED963.6m (CHF 245m). This includes overnight stays, day trips, food etc. The appropriate Swiss entities have been actively conducting campaigns and announcing partnerships with clinics to promote health tourism. Their target markets are Asia (China, India), Russia, and Gulf nations. As of 2021, Switzerland tourism is in partnership with 30 health clinics to develop messaging around Switzerland medical facilities. In Jul 2021, a Swiss delegation from five clinics and private hospitals visited the UAE to meet health personnel and medical facilitators to explore opportunities to drive Switzerland medical tourism. K E Y D E T A I L S O F T H E C O M P A N Y F 2022F 2023F 2024F 2025F Switzerland healthcare spending (AED bn) Switzerland offers high standards of healthcare facilities as it spends nearly 11.7% (2020) of its GDP (basis EIU) on healthcare, which is more than the OECD average of ~8.8%. Post pandemic, healthcare spending is expected grow faster at a CAGR of 2.2% over F period driven by a robust vaccination drive, enhanced focus on non-covid related ailments and healthcare innovation. The Stats of Digital Advertising in the MENA 7 Health and Wellness in the United Arab Emirates 8 Wellness: A key driver of UAE s growing tourism industry 9 Cosmetics Market Expected to Reach $463.5 Billion by 2027, Allied Market Research 11 Global Spas and Beauty Salons Market Size & Trends Will Reach USD Billion by 2026: Facts & Factors 12 UAE Consumers among top spenders in cosmetics, personal care globally, Khaleej Times 13

56 50 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y BEAUTY & PERSONAL CARE MIDDLE EAST BEAUTY AND PERSONAL CARE MARKET F CAGR F F 12.7% F F F Middle East beauty and personal care product market, F(AED bn) The Middle East s beauty and personal care product market is poised to grow at a CAGR of 12.7% over F period, owing to the rising disposable income, young millennial population that focus on self care, and growing use of technology to personalize solutions. Consumer spending in UAE is expected to grow at 4.1% in 2021 and average annual disposable income to grow by 12.4% year on year after contracting by 19.6% in In the personal care market, people preferences are shifting towards ethical products as part of an environmentally friendly lifestyle as they demand cosmetics made with organic and natural ingredients. The personal care market is also likely to be driven by inbound tourism which is expected to grow at a CAGR of 28.8% over F period to reach 30.3m tourists by 2025, as travelling restrictions are easing out. A recent survey by Census-wide reported that 44% of the women in UAE are likely to consider professional beauty treatments at home in the future. MEN S GROOMING MARKET OVERVIEW The market for men s grooming products across Middle East region is expected to grow at a CAGR of 11.5% over F period driven by higher proportion of male population and young millennials that are influenced by social media platforms on latest fashion trends.vv

57 51 Second Section. UTILITIES GLOBAL DISTRICT COOLING OVERVIEW The global DC market (DC services and equipment) was valued at USD 24.6bn in 2020 and is expected to register a CAGR growth of 8.6% over F to reach USD 47.6bn by The demand for DC is primarily driven by rising urbanization and commercialization, together with concerns over GHG emissions, which is inturn increasing the demand for sustainable energy systems. DC offers unparalleled economies of scale, versus conventional cooling, for customers with a longer lifecycle and long-term service contracts. Geographically, the global market growth is spearheaded by the GCC countries, driven by rising government support towards DC, along with heightened investments by the private sector to ensure environmental sustainability. On the basis of end users, the global DC market is segmented into Commercial, Residential, and Industrial sectors. In 2020, Commercial segment accounted for 73.1% of overall market share. Going forward, commercial DC systems are likely to continue their dominance, owing to escalating demand for air-conditioning across educational institutes, IT parks, business parks, and others. In 2020, Middle East and Africa (MEA) was the largest market for DC with 37.7% share followed by North America. DC in MEA has registered significant growth led by increasing private investment, government initiative for sustainable energy development, rising energy prices, growing urban population, amongst other factors. As per Strategy & Middle East ( Cooling our World study, Sep 2019), global demand for cooling services is expected to increase nearly threefold over the next three decades, thereby prompting adoption of energy and cost-efficient air-conditioning systems like DC systems. Air conditioning has become a basic necessity in the GCC region, owing to the hot and humid climatic conditions (typically ranging between degrees), and is estimated to account for 70% of peak electricity demand. Further, rapid increase in the construction activity in the last decade, together with major residential programs, transportation infrastructure, and economic zones are contributing to the rising demand for DC. Overtime, DC has become a preferred choice due to the various advantages it offers over traditional cooling systems, such as 50% higher energy efficiency, 50-60% lower carbon emissions, lower cost, amongst others. Factors such as rapid urbanization, government s adoption of tighter green building standards, and higher temperature in GCC countries are likely to support market growth. While rising demand for energy-efficient and sustainable cooling technologies, and the use of treated sewage effluent in DC system acts as key growth drivers, high implementation costs may constrain market growth. DEVELOPMENTS IN KEY MARKETS In Dubai, 70% of the total electricity consumption is used for air conditioning. The government is committed to meet ~40% of its total cooling requirements through DC by 2030, in-turn using 50% less electricity than standard air conditioning. K E Y D E T A I L S O F T H E C O M P A N Y OVERVIEW OF DISTRICT COOLING IN GCC CAGR CAGR 2021F-28F CAGR 4.3% CAGR 9.6% F 2022F 2023F 2024F 2025F 2026F 2027F 2028F Middle East and Africa DC market (USD billion) UAE and Saudi Arabia are the largest countries in the GCC which account for over 75% installed DC capacity in the GCC region. Bahrain, Kuwait, Oman, and Qatar account for the 25% DC installed capacity DC installed capacity in the GCC region

58 52 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y OVERVIEW OF DISTRICT COOLING IN ABU DHABI Due to the desert climate of Abu Dhabi and the resultant high temperature and humidity, electricity-based air conditioning accounts for 70% of the Emirate s electricity consumption during peak hours. In Sep 2019, Abu Dhabi laid down its first comprehensive regulatory standard on DC, based on Act No. 11 (passed in 2018) which puts the responsibility for regulating the DC sector on Department of Energy. The regulations aim to better address the increasing demand for cooling services, in addition to standardizing the sector, guaranteeing consumer rights, and establishing a transparent and competitive environment. In terms of regulation of competition, the law has made compulsory (subject to pre-defined criteria) a competitive tendering process with regards to the appointment of Offtakers by DC procurers, within a DC authorized service area. In Mar 2020, DoE introduced DC metering and technical codes. Theses codes are performancebased specifications with defined key performance indicators aimed at promoting energy efficiency, sound water management, reliability of service, and customer satisfaction. KEY UPCOMING INFRASTRUCTURE PROJECTS ON AL REEM ISLAND Reem Mall: An AED 4.4bn project comprising of 450 stores (incl. 85 F&B outlets and a range of family focused entertainment offerings) is expected to open by Q1 22. PIXEL: A residential unit developed by IMKAN properties in collaboration with Rotterdam Architects MVRDV, comprising of seven towers with 525 apartments ranging from studios to four bedrooms. CHALLENGES FACED BY RE SECTOR THAT COULD ADVERSELY IMPACT DEMAND FOR DC SERVICES Delay in completion of construction projects, owing to factors such as delay in approvals and material delivery and Covid lockdowns. Oversupply of residential units owing to softening of market demand, thereby pressurizing the rental rates for apartments and villas. In 2020, the average apartment rental rates declined by 5% in comparison to In Apr 2021, the department issued its first district cooling license to Saadiyat Cooling OVERVIEW OF REAL ESTATE SECTOR IN ABU DHABI Abu Dhabi s population (urban area) is expected to grow from 1.2m in 2015 to 1.8m by Growth in population, along with supportive government policies such as the Foreign Ownership law, Thrive in Abu Dhabi and the 10- year residency visa ( Gold card scheme ) are driving up the infrastructure investment, in-turn presenting growth opportunities for the DC market. In Jun 2021, the Abu Dhabi government announced investment of AED 22bn over next five years across cultural and creative industries to open new museums, gaming sectors, performing arts centers, etc. Launched in 2018, an economic stimulus package Ghadan 21 worth AED 50bn is expected to boost the real estate sector by reducing the costs for developers and promoting public-private partnership in the sector. Al Reem Island continues to be a key focus area for real estate developers in Abu Dhabi and is expected to put forth expansion opportunities for the DC market.

59 53 Second Section. 7. STATEMENT OF THE STATUS OF LITIGATIONS ACTIONS AND DISPUTES WITH THE COMPANY OVER THE PAST THREE YEARS There is no outstanding material governmental, legal or arbitration proceedings pending against us, and we are not aware of any such proceedings which are threatened. 8. STATEMENT OF THE NUMBER AND TYPE OF EMPLOYEES OF THE COMPANY As at 30 th September 2021, The Company and its subsidiaries employed in total 3,240 people. The Following table shows the number of Emirati and non-emirati employees employed by the group: Description Emirati Non-Emiratis Total Employees (Head office) Employees (Operations) ,170 3,221 Total 51 3,189 3, ACCOUNTING POLICIES ADOPTED AT THE COMPANY: The Company prepares its accounts in accordance with IFRS as issued by the International Accounting Standards Board and applicable requirements of UAE laws. 10. SUMMARY ON COMPANY S OUTSTANDING LOANS, CREDIT FACILITIES, INDEBTEDNESS, AND THE SIZE THEREOF AS OF 30 th SEPT 2021 Short Term Borrowings Long Term Borrowings Sanctioned Amount (AED Mn) 655 Interest Rate EIBOR % Type of Borrowings Outstanding Amount (AED Mn) DESCRIPTION OF ANY INSOLVENCY OR INABILITY TO PAY No bankruptcy or insolvency lawsuits have been registered by the Company. 13. DECISION OF THE BOARD OF DIRECTORS AND THE GENERAL ASSEMBLY TO OFFER SHARES On 16 th November 2021 the Company s general assembly approved the following: (i) offering a percentage of the Company s shares for private placement subscription; and (ii) submitting an application for listing all the Company s Shares on ADX. 14. INVESTMENT RISK Investing in and holding the Shares involves financial risk. Prospective investors in the Shares should carefully review all the information contained in this Prospectus and should pay particular attention to the following risks associated with an investment in the Company and the Shares which should be considered together with all other information contained in this Prospectus. If one or more of the following risks were to arise, our business, financial condition, results of operations, prospects or the price of the Shares could be materially and adversely affected, and investors could lose all or part of their investment. The risks set out below may not be exhaustive and do not necessarily include all of the risks associated with an investment in the Company and the Shares. Additional risks and uncertainties not currently known to the Company or which it currently deems immaterial may arise or become material in the future and may have a material adverse effect on the Company business, results of operations, financial condition, prospects or the price of the Shares. K E Y D E T A I L S O F T H E C O M P A N Y Total SUMMARY OF SUBSTANTIAL ASSETS AND PROJECTS OF THE COMPANY Assets: During the period ending 30th Sept 2021, additions to property, plant and equipment amounted to AED 35.7milions, excluding those acquired through business combinations, depreciation charge of AED 11.1milions and disposals of AED 2 thousand; Property, plant and equipment acquired through the business combinations amounted to AED 1,155.1 millions.

60 54 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y RISK FACTORS RELATING TO INVESTING IN THE COMPANY 3. THE COMPANY S REVENUE, PROFITS AND CASH FLOWS ARE CONCENTRATED IN THE UAE AND IS THEREFORE EXPOSED TO NEGATIVE ECONOMIC DEVELOPMENTS IN THE UAE The Company relies, to a significant extent, on the revenue, profits and cash flows generated by its operations in the UAE to make payments on its financing, pay operating expenses, fund its capital expenditure, and meet its other obligations that may arise from time to time. Reflecting this concentration, the Company s results of operations may be negatively affected by adverse economic developments in or affecting the UAE. Any significant deterioration in the economic environment, whether driven by adverse changes in oil prices together with any associated reduction in governmental spending or other factors such as a slump in the property market similar to that which occurred around the time of the global financial crisis in both Dubai and, subsequently, in Abu Dhabi, could have an adverse impact on the level of economic activity which could, in turn, result in reduced liquidity and increased volatility in interest rates and exchange rates. These factors could negatively impact the Company s revenue to the extent that they materially adversely impact any significant customer of the Company. 4. RISK FACTORS COMMON TO THE INVESTING COMPANY S OPERATING INDUSTRIES 1. EMERGING MARKETS Investors in emerging markets should be aware that these markets are subject to greater risks than more developed markets, including, in some cases, significant legal, economic and political risks. Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risk involved. 2. COMPANY IS DEPENDENT ON KEY PERSONNEL The Company s business is managed, and its business strategies formulated and implemented, by a relatively small number of key executive officers and other personnel. The loss of these key personnel could have a material adverse effect on its business, financial condition, results of operations or prospects. The performance of the future subsidiaries of the Company will depend on the ability of the Company and its future subsidiaries to recruit and retain high quality skilled professionals Changes in laws and regulations may materially adversely affect the Company and the future Subsidiaries of the Company Future Subsidiaries of the Company face competition from other operators, which may result in a decline in their revenues, profitability, and market share 5. RISK RELATED TO ACHIEVING THE STRATEGIC GROWTH OBJECTIVES The Company s ability to achieve its strategic growth objective depends on the successful timely and cost effectively delivery of its organic and inorganic growth projects,especially those which are large and complex in nature, which are carried out by The Company or its subsidiaries or by The Company or its subsidiaries along with joint venture or affiliate partners

61 55 Second Section. 6. RISK FACTORS RELATING TO THE COMPANY S MARKETING & COMMUNICATIONS VERTICAL If the Company s marketing and communications subsidiary is not able to effectively shift to digital avenues and manage both digital and traditional avenues, this could loose market share to existing or new competitors 7. RISK FACTORS RELATING TO THE COMPANY S WELLNESS VERTICAL Quality of services provided by the wellness facilities is essential to preservation of brand or reputation Ability to acquire new clients and retain existing clients is essential to ensure profitability 8. RISK FACTORS RELATING TO THE COMPANY S UTILITIES VERTICAL (i) The Company s Subsidiary PAL Cooling Holding may face increased competition in the markets in which it operates PAL Cooling owns and operates five (5) district cooling plants in the UAE. The subsidiary operates in an increasingly competitive environment and their competitors in these markets include governmentowned entities and entities which are owned by major regional property developers. Some of the competitors may have substantially greater financial, personnel, technical, marketing, and other resources. In Abu Dhabi, the Company believes that some of its competitors may have a bigger market share in terms of connected capacity than their subsidiary and some of the competitors may be able to leverage their knowledge and contacts more efficiently. In addition, certain competitors may face less competition for customers because they have a captive market. The competitors may, from time to time, adopt more aggressive pricing policies, offer better products and services, develop, and deploy more rapidly any new or improved technologies, expand, and enhance their plants more rapidly, and undertake more extensive advertising and marketing than the subsidiary. bid competitively for new projects, both in terms of price and by demonstrating a flexible approach to ensure that each customer s needs are fully met possible; and leverage the strength of the Company s major shareholders in accessing opportunities in its target markets. The main competitive risks that the subsidiary faces are a failure to maintain its operations and customer relationships, and a failure to win new business in the face of competition. Any failure by the subsidiary to compete effectively could materially adversely affect it. K E Y D E T A I L S O F T H E C O M P A N Y The subsidiary s competitive focus is to establish itself as the district cooling partner of choice in Abu Dhabi. In this context, the key success factors for the Group are to: maintain its market leading positions in terms of connected capacity in Abu Dhabi. continue to provide high quality, reliable and cost-effective operations, and services to all of its customers. maintain strong relationships with its customers to maximise the chance of winning new business from them.

62 56 Second Section. K E Y D E T A I L S O F T H E C O M P A N Y 15. UAE TAXATION The following comments are general in character and are based on the current applicable tax regime in the UAE and the current practice of the UAE authorities as at the date of this Prospectus. The comments do not purport to be a comprehensive analysis of all the tax consequences applicable to all types of shareholders and do not relate to any taxation regime outside the UAE. Each shareholder is responsible for its own tax position and, if you are in any doubt as to your own tax position, you should seek independent professional advice without delay. TAXATION OF CORPORATES AND INDIVIDUALS There is no corporate tax legislation at the federal UAE level. However, corporate tax legislation has been enacted in some of the Emirates (including Abu Dhabi) through their own decrees. These tax decrees are currently only enforced on foreign oil companies and branches of foreign banks. However, it should be noted that there is no guarantee that tax will not be enforced on other corporate entities at some time in the future since there is no specific legislation that grants an exemption from tax to entities which are not foreign oil companies and branches of foreign banks. There is currently no personal income tax levied on individuals in the UAE. TAXATION OF PURCHASE OF SHARES Completion of the subscription is likely to be characterised for UAE tax purposes as a purchase of Shares by the shareholders. If a shareholder is tax resident outside the UAE and/or is subject to tax in another jurisdiction, the subscription may be characterised differently and may be subject to tax in that other jurisdiction. There are no transfer taxes in the UAE on the purchase of Shares. Accordingly, the purchase of Shares should not result in any UAE tax liabilities for shareholders who are individuals or corporations tax resident in the UAE. Non- UAE tax residents, or dual tax residents, individuals and corporations, may be subject to taxation in jurisdictions outside the UAE with respect to the ownership of, or income derived in connection with, the Shares based on local tax regulations. TAXATION OF CAPITAL GAINS ON SALE Based on the tax practice within the UAE outlined above, the purchase of Shares should not result in any UAE tax liabilities for shareholders who are individuals or corporations tax resident in the UAE, provided they are not subject to tax in the UAE by virtue of them being a foreign oil company or branch of a foreign bank. Non- UAE tax residents, or dual tax residents, individuals and corporations, may be subject to taxation in jurisdictions outside the UAE with respect to the ownership of, or income derived in connection with, the Shares based on local tax regulations. Based on the same principles as outlined above, UAE resident shareholders who are not subject to tax in the UAE or jurisdictions outside the UAE (both corporate and individual), should not currently be taxed on the receipt of gains on the future sale of the Shares. UAE VAT The UAE has adopted an excise tax, which was effective on 1 October 2017, and implemented a VAT, which was effective on 1 January The excise tax imposes a 50% tax on carbonated beverages and a 100% tax on tobacco products and energy drinks. On 27 August 2017, the VAT Law was published on the website of the Federal Tax Authority. The executive regulations of the VAT Law were issued on 28 November 2017 under Cabinet decision No. 52 of Federal Decree Law No. (8). The executive regulations provide more detail about products and services that are subject to VAT and which particular products are zero-rated or exempted. The executive regulations of the VAT Law outline the conditions and parameters of such VAT treatment. The GCC VAT Framework Agreement, which is a country level agreement between all the GCC States, sets out broad principles that should be followed by all the GCC countries in their VAT laws while providing individual member states some discretion to adopt a different VAT treatment in respect of certain matters. Each GCC country will enact its own domestic VAT legislation based on the underlying principles in this common framework. VAT applies on the sale of goods and services in the UAE and on imports to the UAE. Unless the supply of goods and services falls within a category that is specifically exempt or is subject to the zero rate of VAT. VAT will apply at the standard rate. The standard VAT rate in the UAE is 5%. The mandatory registration threshold is AED 375,000 and the voluntary registration threshold is AED 187,500. Businesses must register for VAT if they have annual turnover that exceeds the mandatory registration threshold and an option to register for VAT is available if the taxable supply and imports are below the mandatory registration threshold but exceed the voluntary registration threshold. The supply of goods or services by VAT registered businesses is subject to VAT at either the standard rate or zero rate. Businesses are entitled to claim a credit for VAT paid on their purchases if they relate to a supply that is standard rated or zero-rated. However, any VAT incurred in connection with a supply that is exempt from VAT cannot be reclaimed. Article 42 of the executive regulations outlines the scope of financial services classified as exempt and, on this basis, no VAT would be applied on any transfer of Shares. However, it should be noted that fees relating to the transfer of ownership of Shares would be standard rated at 5%.

63 Third Section. FINANCIAL DISCLOSURES Third Section

64 58 Third Section. F I N A N C I A L D I S C L O S U R E S Summary of the Company s Financial Statements and a Summary of Key Notes and Key Financial Indicators as of and for the Years Ended 31 st December 2019 (with comparative financials for the year ended 31 st December 2018) and 31 st December 2020, and for the nine-month period ended 30 th September 2021 The following discussion and analysis should be read in conjunction with the Company s audited financial statements, including the notes thereto, included in this Prospectus as at and for the years ended 31 st December 2019 (with comparative financial information as at and for the year ended 31 st December 2018), 31 st December 2020 and the Company s reviewed interim financial statements as at and for the nine-month period ended 30 th September 2021 included in this Prospectus. Eligible Investors should also read certain risks associated with the purchase of Offer Shares in the section entitled Investment Risks. EBITDA and Net debt are non-ifrs measures and were calculated by the Company based on data derived from the Company s Financial Statements. 1. SELECTED FINANCIAL INFORMATION AND OPERATING DATA The selected financial information set forth below shows our historical financial information and other unaudited operating information as at and for the years ended 31 st December 2018, 2019 and 2020 and as at and for the ninemonth period ended 30 th September The financial information set forth below under the captions Statement of Profit or Loss Data, Statement of Financial Position Data, Statement of Changes in Equity Data and Statement of Cash Flows Data has been derived from, and should be read in conjunction with, the Financial Statements included elsewhere in this Prospectus. 2. STATEMENT OF PROFIT AND LOSS DATA Particulars FY18 FY19 FY20 YTD Sept Sales Revenue Direct Cost (10.0) (13.1) (9.6) (71.1) Gross Profit Gross Profit % 49.0% 38.8% 39.1% 58.3% Salaries & Benefits (4.0) (3.9) (2.7) (1.6) General & Admin Exp (3.0) (3.1) (2.4) (14.7) Profit from Associates (0.9) EBITDA EBITDA Margin (%) 40.3% 52.0% 21.3% 48.2% Depreciation & Amortization (0.5) (0.4) (0.4) (12.1) Finance cost (2.5) Investment & Other Income Net Income

65 59 Third Section. 3. STATEMENT OF FINANCIAL POSITION DATA AED Mn YTD Sep 2021 ASSETS Non-current assets Property, Plant and Equipment ,182.8 Financial Assets Intangible Assets and Goodwill Other non-current assets Total non-current assets ,675.3 Current assets FA carried at FV through P&L ,817.6 Trade and other receivables Cash and bank balances ,426.2 Other Current Assets Total current assets ,481.0 Total assets ,156.2 EQUITY Share capital ,100.0 Share Premium ,295.6 F I N A N C I A L D I S C L O S U R E S Statutory & Legal Reserve Merger Reserve Contributed capital Retained Earnings Equity attributable to owners ,856.0 Non-controlling interests (Minority) Total equity ,254.7 LIABILITIES Non-current liabilities Lease liability - long term Borrowings Other Non-Current Liabilities Total non-current liabilities Current liabilities Trade and Other Payable Lease liability - short term Loans and borrowings - short term Other Current Liabilities Total current liabilities Total liabilities Total equity and liabilities

66 60 Third Section. F I N A N C I A L D I S C L O S U R E S 4. STATEMENT OF CASH FLOW DATA AED Q PAT Depreciation on PPE Amortization on ROU Changes in FV of investment properties Amortization of intangible assets Share of loss from associates Changes in FV of investments carried through PL (13.1) Gain on revaluation previously held equity interest (41.0) Gain on disposal of PPE (0.4) Provision for EOSB Finance cost Allowance for ECL 1.0 Changes in WC Trade and other Receivables 3.0 (0.9) (1.2) 62.1 Other Current Assets (5.7) 18.6 Trade and other Payables (1.9) (48.0) Other current liabilities (0.6) (3.9) (13.3) (3.5) EOSB (0.9) CFO (15.9) Purchase of PPE (0.0) (35.7) Proceeds from sale of PPE Dividend received - (4.7) Inv in financial assets (5.3) (10.0) (29.4) (81.4) Proceeds from disposals of Investment carried through PL Business combination of entities under common control Cash acquired on acquisition of subsidiary CFI - (14.4) (26.4) Net proceeds from borrowings Lease repayments (0.8) Capital infusion - (0.2) ,834.1 Additional capital contributed Finance cost paid (1.8) CFF - (0.2) ,938.3 Net Cashflow 6.3 (8.5) 6.2 2,365.8 Opening balance Closing balance ,376.2 Term deposits Cash & cash equivalents on the BS ,426.1

67 61 Third Section. 5. STATEMENT OF CHANGES IN EQUITY DATA AED Mn Share Capital Statutory & Legal Reserve Contributed Capital Merger Reserve Retained Earnings Bal as on 31 st Dec Add: Profit for CY Bal as on 31 st Dec Add: Profit for CY Bal as on 31 st Dec Add:Capital contribution Add: Profit for CY Waiver of dues from related parties (3.8) - (3.8) Waiver of dues to related parties Dividend paid (2.0) - (2.0) Bal as on 31 st Dec Add: Capital contribution Add: Business combination , ,451.6 MI Total F I N A N C I A L D I S C L O S U R E S Add: Profit for CY Add: Increase in share capital 2, ,295.6 (103.0) (772.6) 5,519.7 Bal as on 30 th Sep , ,295.8 (0.0) ,254.7 MATERIAL EVENTS AND CONTRACTS CONCLUDED BY THE COMPANY (INCLUDING RELATED PARTY AGREEMENTS) The following is a summary of certain terms of our material contracts. The following summaries do not purport to describe all of the applicable terms and conditions of such contracts and are qualified in their entirety by reference to the actual agreements. PRINCIPAL SHAREHOLDERS # Name Shares Owned in the Company Ownership Percent % 1. Infinity Wave Holding LLC 4,474,766, % 2. IHC Digital Holding L.L.C 3,442,941, % RELATED PARTY TRANSACTIONS Revenue (entities under common control) Cost (entities under common control) General and administrative expenses (entities under common control) 2021 In AED In AED ,407-31,318-2,286 -

68 62 F I N A N C I A L D I S C L O S U R E S

69 Fourth Section. OTHER DETAILS Fourth Section

70 64 Fourth Section. O T H E R D E T A I L S 1. THE COMPANY S PROPOSED MANAGEMENT STRUCTURE COMPANY S BOARD: The management expertise and experience of each of the Directors is set out below: ANDRÉ SAYEGH CHAIRMAN Mr. André Sayegh is a seasoned C-suite executive with over three decades of experience in banking and financial services. Currently a member of the board, Mr. Sayegh recently served as Group Chief Executive Officer at First Abu Dhabi Bank (FAB). André played a pivotal role in merger of First Gulf Bank (FGB) and National Bank of Abu Dhabi (NBAD) to form FAB. André served FAB and its predecessor bank, FGB, with distinction for over 20 years, assuming several senior executive positions, including Chief Executive Officer of FGB from 2006 to His previous experience includes senior positions with several leading international financial institutions, including Citibank. André holds a BBA in Finance and an MBA in Corporate Finance and Banking from the American University of Beirut and completed a project at Columbia University majoring in the evolution of financial institutions.

71 65 Fourth Section. H.E HAMAD KHALFAN ALI MATAR AL-SHAMSI BOARD MEMBER H.E MANSOOR AL MANSOORI BOARD MEMBER O T H E R D E T A I L S HE Hamad Khalfan Ali Matar Al-Shamsi is the former non-executive Vice-Chairman of International Holding Company, PJSC. He is also a General Manager at The Private Affairs Department of HH Sheikha Fatima Bint Mubarak and holds board directorships with Trojan General Contracting LLC, Zee Stores, Ishraq Properties Co., Al Yasat Catering & Restaurant Supplies LLC, Pal Computers LLC, Al Jaraf Travel & Tourism LLC, Hi-Tech Concrete Products LLC, Tafawuq Facilities Management LLC, Pal Group for Companies LLC, Al Sdeirah Real Estate Investment LLC, Royal Architect Project Management LLC, Fabulous Abu Dhabi Hotel Management LLC, Nshmi Development, Real Estate Investment & Services Co. LLC REISCO. In addition, he holds a technical diploma from the armed forces, Abu Dhabi Mansoor has had a diverse range of professional experiences in senior leadership positions across sectors including telecommunications, energy, and government with a proven track record of setting up strategies, building institutional structures and capabilities, and performance-based management systems. Prior to joining G42, Mansoor served as Director General of the UAE National Media Council and was responsible for transforming the Council s offerings across regulatory services, media policies, UAE s national media wire services and strategic communications. He contributed towards UAE s brand and reputation management, locally, regionally, and internationally and introduced policies and frameworks to further the country s media and digital communication capabilities and foster innovation and development for the industry. Mansoor is a prominent leader in the UAE and has held several board positions including Abu Dhabi Tourism and Culture Authority and Emirates Palace Company. He is a currently the Chairman of Injazat and Bayanat and serves as a board member of Etisalat and AIQ. A voracious reader, and public speaker on digital transformation and the management of change, Mansoor was recently selected as Counsellor alongside Canadian Prime Minister Justin Trudeau and Duchess of Sussex at the 2019 Young World Summit in London where he delivered a keynote on The New Age of Conversation. Mansoor holds a master s degree in Strategic Security Studies and National Resources Management from the National Defense College (UAE). A University of Toledo (Ohio, USA) graduate in Computer Science, he holds several specialized certificates including a Leadership Certificate from London Business School (UK), Innovation Strategy Leadership from Massachusetts Institute of Technology (USA) and International Institute for Management Development (Switzerland).

72 66 Fourth Section. O T H E R D E T A I L S RICK GERSON BOARD MEMBER SAMIA BOUAZZA BOARD MEMBER Rick Gerson is the Co-Founder, Chairman and Chief Investment Officer of Falcon Edge, a global investment management company. He is also a co-founder and board member of Abu Dhabi Catalyst Partners and a co-founder of Alpha Wave Incubation, an early-stage venture partnership. Falcon manages a variety of investment partnerships globally including Moraine, Falcon Edge Global, Abu Dhabi Catalyst Partners, Alpha Wave Incubation, and Alpha Wave Ventures. Falcon has offices in New York, Miami, London, Abu Dhabi, Tel Aviv, Bangalore. Prior to Falcon, Rick was a Founding Member and Managing Director of Blue Ridge Capital for 15 years, a global investment firm started in Rick graduated from the University of Virginia, McIntire School of Commerce with a B.S. in Commerce with a concentration in Finance. Rick resides in Miami, Florida. Rick is a member of the Cleveland Clinic International Leadership Board, was a founding member of the Board of Trustees of PAVE (a charter school in Brooklyn), is a member of the Panthera Conservation Council, is a board member of 92nd Street Y (a leading cultural institution and community center in New York). Rick is a member of the Belfer Center s International Council at the John F. Kennedy School of Government at Harvard University. Samia Bouazza is the CEO of Multiply Group, an Abu Dhabi-based holding company with global presence across 5 industries. Samia leads the strategic development of Multiply Group, growing organically and inorganically a diversified portfolio of high-return businesses. Her commitments towards her shareholders include driving profitability, supporting innovation, leading acquisitions and ensuring the overall sustainable growth of the Group and its subsidiaries. Her key focus is on balancing investments in digital solutions and disruptive platforms with sustainable assets in long-term high-growth industries. Samia oversaw the Group s string of multi-billion dirhams worth of stake acqusitions in companies such as Emirates Driving Company, Viola Communications, PAL Cooling Holding, Yieldmo and Firefly. At the age of 22, she founded Multiply Marketing Consultancy (MMC), a local boutique agency which she transformed into an award-winning global firm. Samia closed an acquisition and merger deal with Viola Communications, after growing MMC by 400x in the 10 years prior. Samia is a well-known marketing and communications speaker and has authored and co-authored many books emphasizing the value of learning and the power of the intellect in driving personal growth. Samia holds a BA in Political Science and Public Administration from the American University of Beirut and continued executive education certificates from Harvard Business School and the University of Cambridge in Strategic Intelligence and Digital Disruption, respectively. Samia currently serves as a board member to several companies in Switzerland, New York, and Abu Dhabi.

73 67 Fourth Section. SENIOR MANAGEMENT In addition to the members of the Board of Directors, the day-to-day management of our operations is conducted by our senior management team at Group, as follows: As the CEO of the Company, Samia Bouazza ensures strategic development, a growing investment portfolio of high-return businesses and sustainable growth within the Group s subsidiaries. Committed to maximizing shareholder returns, innovation and acquisitions; Samia s focus is on balancing investments in digital solutions and disruptive platforms (Telehealth and Digital Advertising) with sustainable assets in long-term high-growth industries (Automotive and Beauty). O T H E R D E T A I L S SAMIA BOUAZZA Group CEO In 2002, Samia founded Multiply Marketing Consultancy LLC and grew it, organically and inorganically, into one of the largest marketing companies in the Emirate. In 2021, Samia closed an acquisition and merger deal with Viola Communications. She is keen on further growing Multiply team of experts, driving the company s profitability and the team s growth as the Group scales. Samia holds a BA in Political Science and Public Administration from the American University of Beirut and continued executive education certificates from Harvard Business School and the University of Cambridge in Strategic Intelligence and Digital Disruption, respectively. Samia currently serves as a board member to several companies in Switzerland, New York, and Abu Dhabi. Naveed Khan serves as the Group Finance Director at Multiply Group. With 12 years solid experience in accounting, corporate finance and auditing, Naveed plays a strategic role in the group s organic growth, acquisitions, managing the group s consolidation process, providing financial forecasting and budgeting and monitoring financial activities. In addition, Naveed also focuses on identifying business issues and opportunities. Naveed holds a Chartered Accountant qualification from Institute of Chartered Accountants of Pakistan and has worked with a Big4 audit firms. NAVEED KHAN Group Finance Director

74 68 Fourth Section. O T H E R D E T A I L S iii. KEY MANGEMENT OF SUBSIDIARY COMPANIES: As CEO of Viola Communications, Ammar Sharaf has developed his leadership strategy to position the organization at the forefront of the communications and advertising industry in the UAE and region, overseeing its progress and initiating concepts that advance the company s overall mission and objectives of promoting revenue, profitability and growth as a group, enhancing productivity and boosting efficiency without sacrificing quality, service, and cost-effective management of resources. Ammar has over 20 years of international working experience in a range of advertising, sales and telecommunications industries in the USA, Jordan and the UAE. Before founding Viola, he served as the CEO of MTG. AMMAR SHARAF CEO, Viola Communications As CFO of Viola Communications, Abid Ali Sheikh is responsible for the company s overall financial planning, implementation and managing all financial activities including business planning, budgeting & forecasting. Abid has a solid background of more than 22 years of extensive experience working in finance, accounting and auditing, which includes 18 years of valuable participation within the UAE and maintains a focus on the communications field. ABID ALI SHEIKH CFO, Viola Communication

75 69 Fourth Section. Eduardo Greghi is the CEO and Chairman of The Kusnacht Practice treatment center and served in the same capacity at the former Double Check Clinic. His long-term experience and knowledge allowed him to successfully merge the collaboration of both companies and ultimately unite them under the same name of The Kusnacht Practice, thus creating a unique service experience for the benefit of all clients. Prior to becoming the CEO and Chairman, he had been the Head of The Kusnacht Practice client relations team, ensuring that every aspect of a client s treatment and stay at The Kusnacht Practice is delivered to the highest possible quality. O T H E R D E T A I L S EDUARDO GREGHI CEO and Chairman, The Kusnacht Practice José Baños is the Chief Financial Officer/CFO and member of the management of the Kusnacht Practice AG. He acts as the sparring partner between the Shareholders, the Board of Directors, the CEO and his management colleagues. His main goals are to ensure the outstanding quality of the company Financials and keep optimized all relevant processes in the long-term. Before joining the Kusnacht Practice, he was the CFO and member of the management of companies in the machine industry, Asset Management, Real Estate and in a Law firm. JOSE BANOS CFO, The Kusnacht Practice GROUP 36

76 70 Fourth Section. O T H E R D E T A I L S FARIS AL YABHOUNI CEO, Omorfia Group Faris Suhail AI Yabhouni AI Dhaheri is an Emirati investor and businessman, who sits at the helm of multiple successful UAE-based companies. Having seen the potential in the Middle Eastern beauty and grooming Industry as popularity of the Emirates took hold, AI Yabhouni set out with a clear vision to create market leading brands, which today includes household names Tips & Toes and Jazz Lounge Spa. After studying finance in the United States of America and the United Kingdom, graduating with master s Degree in finance, AI Yabhouni spent his early career rising through the ranks within UAE governmental departments and public companies, which eventually gave way to his entrepreneurial ambitions. With a huge passion for horses, AI Yabhouni balances his busy work life with his love for Polo, for which he is proud to be founder and patron of Abu Dhabi Polo Club. OMORFIA GROUP Muhammed Zafar is a delivery oriented professional with more than 25 years of multidiscipline experience in the UAE, including 15 years in senior management positions. He played a key role in PAL s district cooling business growth setting up new infrastructure, actively executing and negotiating long-term concession contracts. In the past, for PAL Group he led the hotel management company. He served as Director of Engineering and Projects for Millennium Airport Hotel and Project Engineer for GECO Mechanical and Electrical LTD in the past Muhammad Zafar has a Bachelor of Science in Mechanical Engineering from the University of Engineering & Technology, Lahore. MUHAMMED ZAFAR General Manager, PAL Cooling Holding Khaled Al Shemeili is a UAE National with more than 22 years of experience (18 years of which has been with EDC) in the Leadership, Strategic Management & Operation fields. He holds outstanding governance capabilities in merging transport, automotive, education sectors, transformation & improvement programs and is a spearhead of growth strategies within governmental, semi-governmental & public joint-stock companies in the United Arab Emirates. He is also a member in Trafic Safety (SAAED) and a member of the joint committee on quality (Emirates Driving Company & Traffic & Licensing department). Khaled holds a bachelor s degree in Business Administration & Information Technology. KHALED AL SHEMEILI Acting CEO, Emirates Driving Company

77 71 Fourth Section. KAAN GUNAY CEO & Co-founder, Firefly Kaan Gunay is co-founder and CEO of Firefly, a global startup that operates a first-of-its-kind network of situationally aware digital smart screens mounted to existing ride share and taxi vehicles. Gunay has raised a total of $100M USD for Firefly, which is proving to be a win-win business and attracted a number of Silicon Valley s top venture capitalists and angel investors including GV, NFX, Pelion Venture Partners, Decent Capital (Tencent founders), Jeffrey Housenbold (SOFTBANK Vision Fund), Cross Culture Ventures, Muse Capital, and StartX. Gunay has a deep interest in data analytics, smartcity initiatives, and innovation. Kaan has been a fellow at Sequoia Capital and Lightspeed Venture Partners. Kaan holds an MBA from Stanford Graduate School of Business and a Bachelor of Science in Mechanical Engineering from Brown University. Kaan is originally from Turkey. O T H E R D E T A I L S MICHAEL YAVONDITTE Founder & CEO, Yieldmo Michael Yavonditte is focused on unleashing the power of big data toward better performance and understanding while delivering exceptional, humancentric ad experiences. Mike is a veteran of new media and technology and is a private investor in the technology industry with more than 100 active investments. Mike was previously CEO of Quigo, pioneers of auction-based advertising marketplaces. Through his successful strategy of helping publishers monetize their content, Mike led Quigo to a successful acquisition by AOL in Prior to that, Michael served as a sales and business development leader for numerous organizations, including USA Networks Electronic Commerce Solutions Group, AltaVista, Juno Online Services, and Ziff-Davis Publishing. INVESTMENTS

78 72 Fourth Section. O T H E R D E T A I L S COMPANY S ORGANIZATION CHART H.E. Hamad Khalfan Ali Matar Al-Shamsi Board Member H.E. Mansoor Al Mansoori Board Member André Sayegh Chairman BOARD OF DIRECTORS Rick Gerson Board Member Samia Bouazza Board Member AUDIT COMMITTEE Rick Gerson Mansour Almansouri Hamad Khalfan REMUNERATION COMMITTEE Hamad Khalfan Samia Bouazza Mansour Almansouri GROUP CFO CEO MG HOLDING LEVEL STAFF MG COMMUNI- CATIONS HOLDING LLC MG WELLNESS HOLDING MG DIGITAL HOLDING LLC MG UTILITIES HOLDING LLC MG VENTURES HOLDING LEGAL DEPARTMENT VIOLA COMMUNI- CATIONS OMORFIA GROUP LLC YIELDMO PAL COOLING HOLDING GROUP FINANCE DEPARTMENT CEO - AMMAR SHARAF CFO - ABID ALI SHEIKH CEO - FARIS AL YABHOUNI GM - TINA GHAFURIAN FIREFLY GM - MUHAMMAD ZAFAR GFM - FATHAH CHALIL GROUP C36 HUMAN RESOURCES & ADMIN DEPARTMENT CEO - EDUARDO GREGHI CFO - JOSÉ BAÑOS TV RIGHTS IN EGYPT STRATEGY & OPERATIONS DEPARTMENT

79 73 Fourth Section. 2. BOARD COMMITTEES Upon Listing the Company s Shares on ADX Primary Market, the Company shall form two Board-level committees: Audit Committee and Nomination and Remuneration Committee as per the requirements of the Corporate Governance Regulation. AUDIT COMMITTEE The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Company s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Company s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Company s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board. The Audit Committee will give due consideration to the applicable laws and regulations of the UAE, the Authority and the ADX, including the provisions of the Governance Rules. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board and, in particular, for monitoring the independent status of the independent Non-Executive Directors. It is also responsible for periodically reviewing the Board s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. In addition, the Nomination and Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company s policy on executive remuneration, setting the over-arching principles, parameters and governance framework of our remuneration policy and determining the individual remuneration and benefits package of each of the Company s Executive Directors and senior management. O T H E R D E T A I L S The Governance Rules, as reflected in the Audit Committee Terms of Reference, require that the Audit Committee must be comprised of at least three members who are non-executive Directors, at least two of whom must be independent. One of the independent members must be appointed as the Chairman of the Audit Committee. In addition, at least one member is required to have recent and relevant audit and accounting experience. The Audit Committee will be chaired by one of the independent members and will include other members elected by the Board. The Audit Committee will meet not less than four times a year. The Audit Committee has taken appropriate steps to ensure that the Company s Auditors are independent of the Company as required by the Governance Rules and has obtained written confirmation from the Company s Auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies. The Governance Rules, as reflected in the Nomination and Remuneration Committee Terms of Reference, require the Nomination and Remuneration Committee to be comprised of at least three non-executive Directors, at least two of whom must be independent. The chairman of the Nomination and Remuneration Committee must be chosen from amongst the independent committee members, and its other members will be appointed by the Board. The Nomination and Remuneration Committee will meet based on the Company s requirement from time to time. The Remuneration Committee Members are as follows: Name H.E. Hamad Khalfan Ali Matar Al-Shamsi Samia Bouazza Position Chairman Member The Audit Committee Members are as follows: H.E. Mansoor Al Mansoori Member Name Rick Gerson H.E. Mansoor Al Mansoori H.E. Hamad Khalfan Ali Matar Al-Shamsi Position Chairman Member Member

80 74 Fourth Section. O T H E R D E T A I L S 3. INTERNAL AUDIT FUNCTION An external, independent auditor will be appointed to undertake the role of internal auditor and be in charge of our internal control review function, and in the longterm we expect to create our own internal control review function. 4. SHAREHOLDERS RIGHTS AND RESPONSIBILITIES The Shareholders key rights as per the Companies Law and the Articles of Association are as follows: The priority right to subscribe for new shares in the case of a share capital increase of the Company offerings and to receive their share of the assets upon liquidation of the Company. The right to attend General Assembly Meetings and receive a copy of the Company s financial statements. SHARE REGISTER Upon listing on the ADX, the Shares will be dematerialized, and the share register will be maintained by the ADX. FINANCIAL INFORMATION A Shareholder is entitled to request a copy of the annual audited financial statements of the Company. FINANCIAL YEAR The financial year of the Company will start on the 1st of January and end on 31 st of December of each year. LIQUIDATION PROCEEDS In the event of liquidation of the Company, each Shareholder shall be entitled to a part of the Company s assets in accordance with Article 221 of the Companies Law. GENERAL ASSEMBLY The right to request the nullity of any resolutions passed at the General Assembly and to prosecute the board members. The right to submit candidacy tobe nominated as a member of the Board of Directors. The right to appoint the auditors of the Company and determine their remuneration through a resolution of the general assembly. The Board may convene a General Assembly whenever it deems necessary. The Shareholders may also require the Board to convene a meeting if it is requested by a number of Shareholders holding not less than %10 (ten per cent). of the Company s issued share capital. In any event, the General Assembly must convene at least once a year upon an invitation by the Board within the four (4) months following the end of the financial year at the place and the time specified in the invitation to the meeting. The right to act in any way with respect to the shares, in accordance with the law. The limitation of liability of each Shareholder to the payment of the purchased share value, but not for the Company s debts except within the limits of the nominal value of his shares. 5. ARTICLES OF ASSOCIATION The full text of the Articles of Association of the Company are annexed to the Prospectus. 6. LEGAL MATTERS The following summary is qualified by the relevant provisions of the Company s Articles of Association and the Companies Law. Any resolution adopted by the General Assembly without consideration to the Company s interests in favor of a particular group of Shareholders, causing damage to them or providing a private benefit to the members of the Board or to third parties, may be revoked. The judgment annulling a resolution of an Ordinary General Assembly shall consequently lead to the resolution being considered as non-existent vis a vis all Shareholders. The Board must publish the annulment judgment in two local daily newspapers published in the Arabic language. Proceedings for annulment are time barred on the expiry of one year from the date of adopting the resolution contested. Initiating the proceedings will not prevent the implementation of the resolution unless the court decides otherwise. ATTENDING GENERAL ASSEMBLY AND VOTING RIGHTS Each Shareholder shall have the right to attend the General Assembly meetings and shall have a number of votes equal to the number of his Shares.

81 75 Fourth Section. LIABILITY OF THE BOARD The Board shall be liable towards the Company, the Shareholders and third parties for all acts of fraud, abuse of power, violation of the law or the Company s Articles of Association, in addition to mismanagement. The Company shall have the right to initiate proceedings against the members of the Board claiming damages suffered by the Shareholders as a result of the Board s abuse of power, violation of the law or the Company s Articles of Association and mismanagement. A resolution of the General Assembly shall be adopted specifying who shall initiate the proceedings on behalf of the Company. Any Shareholder may independently initiate proceedings if the Company fails to do so, if the Board s acts have caused a particular damage to the initiating Shareholder. However, he must notify the Company of his intention to initiate proceedings beforehand. FOR THE YEAR ENDED 31 st DECEMBER 2019 (WITH COMPARATIVE FINANCIAL INFORMATION FOR THE YEAR ENDED 31 st DECEMBER 2018), 31 st DECEMBER 2020 AND NINE-MONTH PERIOD ENDED 30 th SEPTEMBER 2021 DELOITTE & TOUCHE (M.E.) Emaar Square, Building 3 Downtown Dubai 4254 ERNST & YOUNG (EY) Nation Tower 2, Corniche, Abu Dhabi 136, ARE, Abu Dhabi O T H E R D E T A I L S APPOINTMENT OF THE CHAIRMAN AND THE POWERS OF THE CHAIRMAN The Articles of Association provide that the Board of Directors shall elect, from amongst their members, a chairman and a vice-chairman. The chairman shall represent the Company before the courts and shall execute the resolutions adopted by the Board of Directors. In the event that there is an equality of votes by the directors, then the Chairman shall have a casting vote. 7. INDEPENDENT AUDITORS Deloitte & Touche (M.E.), undertook the task of auditing the Company s financial statements for the year ended 31 st December 2019 (with comparative financial information for the year ended 31 st December 2018) and 31 st December Ernst & Young undertook the task of auditing the Company s financial statements for the interim financial statements for the nine-month period ended 30 th September 2021, as described in their report which is attached as in Annex 1.