Terms and Conditions
The number of shares of DIP Holding PLC (Free Zone Company) (the
“Company” or “DIP”) that are offered for
subscription by the Selling Shareholder in the First, Third and Fourth
Tranches is set out in the prospectus (“Prospectus”).
The terms and conditions set out herein apply only to Subscribers to the
First, Third and Fourth Tranches.
All Subscribers participating in this Offering have to take into consideration
that that the nominal value per Share is AED 0.20 (Twenty fils).
Capitalized terms set out herein shall have the meaning given to them in the
Prospectus, unless stated otherwise in this Annex or the subscription form
(the “Application”).
Offer Price:
The Offer Shares are being offered at an Offer Price Range that has been
disclosed in the listing announcement published on
27 October 2026. The Final Offer Price will be determined
following a book building process and in accordance with the framework set out
in the Prospectus and shall be announced on 4 November 2026.
Minimum Subscription Size:
The minimum subscription for Offer Shares has been set at AED 5,000 with any
additional investment to be made in increments of AED 1,000.
Documents Accompanying Subscription Applications:
Subscribers shall submit the following documents along with their
subscription application forms:
For individuals who are UAE or GCC nationals or nationals of any other
country:
· DFM NIN details;
· the original and a copy of a valid passport or Emirates ID; and
· 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; 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 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
Prospectus and in the subscription form;
- the original passport and copy of passport/Emirates
ID of the signatory; and
- DFM NIN details.
· Foreign corporate bodies: the documents will differ
according to the nature of the corporate body and its domicile. Accordingly,
please consult with the Lead Managers to obtain the list of required
documents.
·
For individuals who are Dubai Investments PJSC Group Eligible Employees
participating in the Third Tranche:
-
NIN details must be provided to the DFM through the available platforms;
-
a subscription request must be submitted through one of the Receiving Bank’s
applications;
-
the original and a copy of a valid passport or Emirates ID.
·
For individuals who are Dubai Investments PJSC Eligible Shareholders
participating in the Fourth Tranche:
-
NIN details must be included in the Dubai Investments PJSC share register as
of the Record Date;
-
a subscription request must be submitted through one of the Receiving Bank’s
applications;
-
the original and a copy of a valid passport or Emirates ID.
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
- DFM NIN details.
Notice of Allocation
A notice to successful Subscribers in the First Tranche, the Third Tranche,
and the Fourth Tranche will be sent by way of SMS initially confirming
allocation of offered Shares to them. This will be followed by a notice
setting out each Subscriber’s allocation of Offer Shares, which will be sent
by registered mail or via e-mail to the registered address in the subscription
application to each Subscriber.
Method of refunding surplus amounts to Subscribers
By no later than 10 November 2026 (being within five (5) working days of the
Closing Date of the Second Tranche), the Offer Shares shall be allocated to
Subscribers and, within five (5) working days of such allocation, the surplus
subscription amounts, and any earned profit resulting thereon, shall be
refunded to Subscribers in the First Tranche, the Third Tranche, and the
Fourth Tranche who did not receive Offer Shares, and the subscription amounts
and any earned profit resulting thereon shall be refunded to the Subscribers
in the First Tranche, the Third Tranche, and the Fourth Tranche whose
applications have been rejected for any of the above reasons. The surplus
amount and any earned profit thereon are returned to the same Subscriber’s
account through which the payment of the original application amount was made.
In the event payment of the subscription amount is made by certified bank
cheque, these amounts shall be returned by sending a cheque with the value of
such amounts to the Subscriber at the address mentioned in the subscription
application.
The difference between the subscription amount accepted by the Selling
Shareholder for a Subscriber, if any, and the application amount paid by that
Subscriber will be refunded to such Subscriber pursuant to the terms of this
Prospectus.
Subscriber’s obligations and confirmations:
The Subscriber confirms that he/she has reviewed the Prospectus, including
(without limitation) the “Important Notice”, “Important Information” and
“Investment Risks” sections, and agrees to be bound by the terms and
conditions contained in the Prospectus as relevant to the First, Third and
Fourth Tranches, the Company’s Articles of Association, and this Application.
The Receiving Banks, the Selling Shareholder and the Company will deem any
additional conditions, other than those set out herein, attached to any
Application as null and void. By acquiring Offer Shares, the Subscriber agrees
to accept the Articles of Association of the Company and all the resolutions
issued by the Company’s general meeting as set out in the Prospectus.
Upon completion and submission of this Application, the Subscriber shall be
deemed to have acknowledged and accepted the following:
1.
The Subscriber has applied to pay the amount specified in this Application in
order to buy Offer Shares at the Final Offer Price to be determined by the
Company and the Selling Shareholder within the price range through the book
building process and based on and according to the conditions stated in the
Prospectus.
2.
The Subscriber has authorised the Selling Shareholder and the Receiving Banks
to send to the Subscriber the allotment notice and the refunded amount, by
registered mail, at the Subscriber’s own risk, or to the same receiving bank
where the subscriber has submitted his application.
3.
The Subscriber shall not withdraw, cancel, or modify the Subscriber’s
Application at any time after submission to a Receiving Bank.
4.
The Subscriber is responsible for the truthfulness, accuracy, and completeness
of all information and documents submitted as part of the Application,
including the Subscriber’s NIN with the DFM.
5.
The Subscriber has ascertained that the Subscriber’s Application complies with
the laws of the UAE and the laws of the jurisdiction where the Subscriber
resides and the laws of the country of which the Subscriber is a citizen and
shall bear all responsibility and liability arising in case the Subscriber’s
investment does not comply with such laws.
6.
The Subscriber acknowledges and accepts that, if any of the provisions in this
Application and these terms and conditions contradict any part of the
Prospectus, the Prospectus shall prevail.
7.
Subscribers must pay in full for their subscription at the time of
application.
8.
The Applicant shall comply with all applicable DFM rules and regulations as
may be in force from time to time.
The Receiving Bank’s conditions regarding payment by cheques:
1.
The payment receipt shall not be binding on the Receiving Bank unless the same
bears the Receiving Bank’s seal and signature of an authorized signatory and
the Receiving Bank’s cashier stamp acknowledging receipt of the relevant
amount.
2.
The Receiving Bank reserves the right to: (i) reverse entry or debit the value
of any cheque if it is returned unpaid and (ii) to cancel the Application
accordingly.
Method of payment:
1.
Certified bank cheque (Manager’s cheque) drawn on a bank licensed and
operating in the UAE, in favor of “DIP Holding – IPO”.
2.
By debiting the Subscriber’s account at any of the Receiving Banks.
3.
Online channels- Electronic Subscription (subject to the terms and conditions
of the Prospectus and respective Receiving Bank).
Important Dates for Method of payment:
1.
Subscription amounts paid by way of cheque must be submitted by 1:00 pm on 31
October 2026.
2.
Subscription amounts received through the UAE Central Bank Payment Gateway
(PGS), FTS and SWIFT must be made before 1:00 p.m. on 2 November 2026.
3.
Subscription applications received through ATM, Internet Banking, Mobile
Application and Website must be made before / by 1:00 pm on 3 November 2026.
Each Applicant, its representatives and heirs, as the case may be, hereby
acknowledges and agrees that it shall indemnify the Company and the 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 loses 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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