Terms and Conditions
The issue of New Shares in the Company is made pursuant to the invitation to the Company's shareholders to subscribe for New Shares by way of a Capital Increase published on 15 May 2026 (the “Invitation”). The terms and conditions set out in this subscription form (the “Application”) apply to Eligible Persons applying to subscribe for New Shares. Unless otherwise defined herein, capitalized terms have the meanings given to them in the Invitation and the Application.
- Issue Price:
The New Shares will be issued at an Issue Price of AED 1.00 (no share premium) and a nominal value of AED 1.00 for each New Share.
- Eligible Person & Subscribing Entity:
- Eligible Shareholder means a Shareholder registered in the Company’s shareholder register as at the close of business of ADX on 22 May 2026 and entitled to subscribe for New Shares in accordance with the Invitation.
- Subscribing Entity means the licensed entity subscribing on behalf of, or for the benefit of, an Eligible Person through a pooled account, asset management account, custody account or other permitted custodial arrangement.
For more details, refer to the “Subscription Conditions – Right to Subscribe” section in the Invitation.
- Terms & Conditions:
These Terms & Conditions apply to both direct and indirect subscriptions.
- Documents Accompanying Subscription Applications
- For individuals who are UAE nationals, GCC nationals UAE residents, or nationals of any other country:
Eligible Persons should have:
- a valid and a unified national investor number at ADX (“NIN”); and the original and a copy of a valid passport or Emirates identity card.
In case the signatory is different from the subscriber:
- 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 subscriber for verification of signature; and
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 applications where the method of payment is:
- Direct debit: the account holder or authorised signatory should be physically present at any of the branches of the Lead Receiving Bank or the Co-Lead Receiving Bank listed in paragraph 11 of the Invitation to authorise the transaction.
- Manager’s Cheque: the Eligible Person or the representative of the Eligible Person can provide the Manager’s Cheque at any of the branches of the Lead Receiving Bank or the Co-Lead Receiving Bank listed in paragraph 11 of the Invitation.
- Corporate bodies including banks, financial institutions, investment funds and other companies and establishments (i.e. juridical persons)
UAE registered corporate bodies:
- Eligible Persons should have a NIN;
- the original and a copy of a trade license or commercial registration for verification or a certified copy by one of the following UAE-regulated 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 subscriber and to represent the subscriber, to submit the application, and to accept the terms and conditions stipulated in the Invitation 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 Manager to obtain the list of required documents.
For applications where the method of payment is:
- Direct Debit: the authorised signatory on the account should be physically present at any of the branches of the Lead Receiving Bank or the Co-Lead Receiving Banklisted in paragraph 11 of the Invitation to authorise the transaction.
- Manager’s Cheque: the representative of the corporate body can provide the Manager’s Cheque at any of the branches of the Lead Receiving Bank or the Co-Lead Receiving Bank listed in paragraph 11 of the Invitation.
For Indirect Subscriptions, the entity subscribing on behalf of an Eligible Person should provide:
- In case such entity already holds ANAN shares on behalf of the Eligible Person, details on the number of ANAN shares held on behalf of such Eligible Person, and relative supporting documentation.
- The documents listed under point 4.3 above relating to the subscribing entity.
- The documents relating to the Eligible Person as listed under points 4.1, 4.2 and 4.3, as applicable.
- The original and a copy of the contract between the Eligible Person and the subscribing entity evidencing the pooled account, or other portfolio management or custody arrangement, giving the right to an Indirect Subscription.
The Lead Receiving Bank, the Co-Lead Receiving Bank, the ADX and the MOE reserve the right to request for additional documentation with regards to Indirect Subscription to ensure that New Shares and Additional New Shares are only allocated to Eligible Persons.
- Applicants’ obligations and confirmations:
- The Applicant confirms that it/she/he has read the Invitation and agrees to be bound by the terms and conditions contained in the Invitation, the announcement of the Invitation dated 15 May 2026, the Company’s articles of association, and this Application. The Company will deem any additional terms and/or conditions, other than those set out herein and, in the Invitation, attached to any Application as null and void and shall have no effect whatsoever. By subscribing for New Shares, the Applicant agrees to accept the articles of association and resolutions of the general assembly and the board of directors of the Company.
- Upon completion and submission of this Application, the Applicant shall be deemed to have acknowledged and accepted the following:
- the Applicant has applied to pay the amount specified in this Application in order to subscribe for New Shares in the Company at an Issue Price of AED 1 per New Share, reflecting the nominal value per New Share, in accordance with the terms and conditions set out herein and in the Invitation;
- the Applicant agrees, authorizes and instructs the Company or the Lead Receiving Bank or the Co-Lead Receiving Bank to send to the Applicant the allotment notice (if the Applicant is successful) and, the refund amount (if the Applicant pays by way of a Manager’s Cheque), by registered mail, at the Applicant’s own risk, to the address set out in this Application or to the relevant branch of the Lead Receiving Bank or the Co-Lead Receiving Bank where the Applicant submitted its Application;
- the Applicant acknowledges that the direct and indirect applications for the same Eligible Person will be assessed together;
- the Applicant acknowledges that where a Shareholder subscribes both directly and indirectly, allocation is made first to the Direct Subscription and then to the Indirect Subscription to the extent the direct application does not exhaust the Shareholder’s entitlement.
- the Applicant may not withdraw, cancel, or modify its Application at any time after submission of its Application at the relevant branches of the Lead Receiving Bank or the Co-Lead Receiving Bank ;
- the Applicant is responsible for the truthfulness, accuracy, and completeness of all information and documents submitted as part of its Application, including the Applicant’s NIN with the ADX;
- the Applicant acknowledges that its Application complies, and shall bear all responsibility and liability arising in case the Applicant’s investment does not comply, with the laws of the jurisdiction where the Applicant resides and the laws of the country of which the Applicant is a citizen;
- the Applicant acknowledges and accepts that, in the event any of the provisions in this Application and these terms and conditions contradict any part of the Invitation, the Invitation shall prevail;
- the Applicant shall comply with all applicable ADX rules and regulations as may be in force from time to time;
- the Applicant authorizes ADX to provide any relevant investor information excluding investor balances in relation to the Applicant’s Application;
- no refunds will be made by way of Bank transfer if such transfer may violate any applicable laws or the rules or regulations of the UAE Central Bank; and
- the Applicant has reviewed the risk disclosures in the Invitation and has made its own independent decision.
- The Lead Receiving Bank or the Co-Lead Receiving Bank ’s conditions regarding payment by cheques:
- 6.1.The payment receipt shall not be binding on the Lead Receiving Bank or the Co-Lead Receiving Bank unless the same is bearing the Lead Receiving Bank or the Co-Lead Receiving Bank’s seal and signature of an authorized signatory and the Lead Receiving Bank or the Co-Lead Receiving Bank’s cashier stamp acknowledging receipt of the relevant amount.
- The Lead Receiving Bank or the Co-Lead Receiving Bank reserves the right to reverse entry or debit the value of any cheques if it is returned unpaid and to cancel the Application accordingly.
- Method of payment:
- Certified Bank cheque (“Manager’s Cheque”) drawn from a Bank licensed and operating in the UAE, in favour of “Anan Capital Increase”;
- Debiting an Eligible Person’s account with the Lead Receiving Company or the Co-Lead Receiving Bank; or
- Electronic subscriptions (please refer to the sections on electronic subscriptions in the Invitation).
Each Applicant, its representatives and heirs, as the case may be, hereby acknowledges and agrees that it shall indemnify the Company, the Lead Receiving Bank or the Co-Lead Receiving Bank and their respective directors, officers, agents, employees and affiliates (each an "Indemnified Person") in respect of any and all liabilities, claims, damages, costs, expenses and losses incurred by any Indemnified Person arising out of or in connection with an Applicant's and/or its representatives and heirs non-compliance with the terms and conditions of the Application and the Invitation, and/or for breach of any confirmations, warranties and representations made by or on behalf of an Applicant under or in connection with its Application.
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