Shareholder Letter

31/03/2024
Subject: Information Required to Facilitate the Receipt of Your In-Kind Dividends

Dear Shareholders,

On March 27, 2024, Agility announced that its Board approved an in-kind dividend distribution in the form of 49% of the issued share capital of its subsidiary, Agility Global PLC. Agility Global PLC is incorporated in the Abu Dhabi Global Market (ADGM) and is pursuing a listing on the Abu Dhabi Securities Exchange (ADX).

Agility is asking shareholders to provide their ADX National Investor Number (NIN) and Trading Account Information

In order to receive your in-kind distribution of shares in Agility Global PLC, you will need an ADX National Investor Number (NIN). In order to trade your shares on the Abu Dhabi Stock exchange (“ADX”), you will need an ADX trading account. This information will then need to be submitted to Agility through a dedicated portal.

Part 1: If you already have a NIN

If you have an ADX NIN and an ADX trading account, please visit Agility’s dedicated portal to submit the required information.

Part 2: If you don’t have an ADX NIN or a Trading Account

  1. We can help you open one – Agility has contracted Kuwait Financial Centre (Markaz) to facilitate this process for shareholders. Shareholders are requested to access Agility’s dedicated portal and schedule an appointment with representatives who will assist you throughout the process of obtaining a NIN and opening a trading account. Alternatively, you may call +965 22250600 to book an appointment.
  2. Alternatively, you can reach out to any of the brokers listed on the ADX website – You can find a full list of brokers at this link.

For UAE-Residents

If you don’t have a NIN nor a trading account, you can do one of the following:

  1. You can obtain an ADX NIN electronically via Sahmi application or in person from the Abu Dhabi Securities Exchange or through any UAE-broker. Contact any of the brokers listed on the Abu Dhabi Securities Exchange website.
  2. We have an expedited arrangement with BHM Capital UAE – Individual shareholders can obtain an ADX NIN and open a trading account through their online on-boarding platform: SignUp (bhmuae.ae).
  3. Alternatively, you can use our dedicated portal to facilitate this process.

In all cases, you must, once available, submit the required information on Agility’s dedicated portal.  

Documents and Information You Will Need to obtain your NIN or open a Trading Account

All shareholders must have the documents outlined in the “List of Required Documents,” as part of the application process. There are different document requirements depending on the type of investor (individuals, institutions, heirs). Please note that all documents need to be original documents.

Contact Us

If you need further assistance, please feel free to call: +965 2225 0600.

List of Required Documents

As at the date of this communication, the information and documents required for the opening of an ADX trading account and obtaining a National Investor Number (NIN), an identification number issued by ADX for investors, are as follows:

I. For Individuals:

Required Documents for Individuals

  1. Official bank letter or statement stating bank account number and IBAN number
  2. Copy of valid passport
  3. Copy of valid National ID, front and back (for non-UAE residents)
  4. Copy of valid Emirates ID, front and back (for UAE nationals & residents)
  5. Copy of valid UAE residency visa (for UAE residents)
  6. Copy of family book (for UAE nationals)
  7. Proof of residence address dated with the last three months

II. For Institutions

All documents issued outside the UAE must be notarized and authenticated by: i) the UAE Embassy in the country that issued the document; ii) the Ministry of Foreign Affairs (“MOFA”) of the country that issued the document; and iii) the MOFA of the UAE. Courier Charges will apply for sending the original documents to the UAE.

Required Documents for Institutional Investors

  1. Valid company trade license
  2. Memorandum of association
  3. List of Board Members
  4. Valid Passport copies and IDs of board members
  5. A board resolution appointing an authorized signatory to open and operate the account with BHM Capital
  6. Valid passport copy and ID of authorized signatory
  7. Proof of ownership structure of the company and documents of ownership companies until we reach natural ultimate beneficiary owners (natural persons owning 25% and more)
  8. Valid passport copy of ultimate beneficiary owner
  9. List of authorized traders and their passport copies
  10. Official Bank letter or statement stating the company’s bank account number and IBAN number
  11. Certificate of tax registration

III. Heir Accounts

Required documents for Heirs:

  1. Death certificate
  2. Latest passport copy of the deceased
  3. Determination of heirs
  4. Passport copies and IDs of all heirs
  5. Power of Attorney (POA) from the heirs to one authorized person
  6. Passport copy and ID of the authorized person
  7. An official bank letter or statement showing the bank account number and IBAN number of a bank account in the name of the heirs

The death certificate, determination of heirs and POA must be attested by UAE Embassy and the Ministry of Foreign Affairs in Kuwait.

Timeline

Please submit your information before Thursday April 25, if possible. Submitting by this date will allow you to receive your shares and trade them on the listing date which is expected on May 2. However, you may still submit your NIN and ADX trading account details after that date, then you will be able to trade your shares on ADX.

Disclaimer:

We reiterate that the distribution of in-kind dividends and the listing of Agility Global PLC on ADX is still subject to certain regulatory approvals without which the transaction cannot materialize. Agility will inform the shareholders if and  when such approvals are received.

This is not a promotion, recommendation, consultation or marketing of any interests to any party.

Information provided to or through Agility’s dedicated portal will be treated with confidentiality and will only be disclosed on a need-to-know basis for the purpose of allowing the shareholders to receive their shares in Agility Global PLC.

In connection with any distribution by Agility Public Warehousing Company K.S.C.P (“Agility”) of ordinary shares (“Ordinary Shares”) of a subsidiary (the “Company”) to its holders of ordinary shares (the “Distribution”), as a holder of ordinary shares of Agility, the undersigned represents, agrees and acknowledges as follows:

(1)  It is, at the time of the Distribution, either: (i) outside the United States for the purposes of Rule 903 under the Securities Act and not a US person (as defined in Regulation S); or (ii) i acquiring these Ordinary Shares for its own account as a qualified purchaser as defined in section 2(a)(51) of the United States Investment Company Act of 1940, as amended, and the rules and regulations thereunder, or for the accounts of one or more investor accounts (each of which is such a qualified purchaser), not formed for the specific purpose of investing in the Subsidiary.

(2) It is aware that the Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States.

(3) It agrees (or, if it is acting for the account of another person, such person has confirmed to it that such person agrees) that it (or such person) will not offer, resell, pledge or otherwise transfer the Ordinary Shares except in accordance with the following legend, which the Ordinary Shares will bear if in certificated form:

THESE ORDINARY SHARES (THE “SHARES”) OF THE COMPANY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION EXECUTED IN, ON OR THROUGH THE FACILITIES OF THE ABU DHABI SECURITIES EXCHANGE OR ANOTHER NON-US SECURITIES EXCHANGE ON WHICH THE SHARES ARE TRADED, AND IN ANY SUCH CASE NEITHER THE HOLDER HEREOF NOR ANY PERSON ACTING ON ITS BEHALF WILL PRE-ARRANGE SUCH A TRANSACTION WITH A BUYER LOCATED IN THE UNITED STATES OR KNOWN TO BE A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).

THE COMPANY AND ITS AGENTS WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SHARES ACQUIRED BY AN INVESTOR MADE OTHER THAN IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH HEREIN. IF AT ANY TIME THE COMPANY BECOMES AWARE THAT ANY BENEFICIAL OWNER OF THE SHARES IS REQUIRED TO BE A QUALIFIED PURCHASER AS DEFINED IN SECTION 2(A)(51) OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), BUT IS NOT A QUALIFIED PURCHASER, THE COMPANY MAY PROVIDE NOTICE TO SUCH BENEFICIAL OWNER WHICH REQUIRES SUCH BENEFICIAL OWNER, WITHIN 14 DAYS OF RECEIPT OF SUCH NOTICE OR SUCH LONGER PERIOD AS THE COMPANY CONSIDERS REASONABLE, TO SELL ITS SHARES IN A TRANSACTION EXECUTED IN, ON OR THROUGH THE FACILITIES OF ANY NON-US SECURITIES EXCHANGE ON WHICH THE SHARES ARE TRADED, AND IN ANY SUCH CASE NEITHER THE BENEFICIAL OWNER NOR ANY PERSON ACTING ON ITS BEHALF WILL PRE-ARRANGE SUCH A TRANSACTION WITH A BUYER LOCATED IN THE UNITED STATES OR KNOWN TO BE A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). IF THE OBLIGATION TO SELL HAS NOT BEEN SATISFIED WITHIN THE RELEVANT PERIOD OF TIME, THE COMPANY IS IRREVOCABLY AUTHORIZED, WITHOUT ANY OBLIGATION, TO TRANSFER THE SHARES, AS APPLICABLE, IN A MANNER CONSISTENT WITH THE RESTRICTIONS SET FORTH HEREIN AND, IF SUCH SHARES ARE SOLD, THE COMPANY WILL DISTRIBUTE THE NET PROCEEDS TO THE ENTITLED PARTY. THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED, AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT PURSUANT TO SECTION 3(C)(7) THEREOF AND THE COMPANY HAS ELECTED TO IMPOSE THE TRANSFER AND SELLING RESTRICTIONS WITH RESPECT TO PERSONS IN THE UNITED STATES AND US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) DESCRIBED HEREIN SO THAT THE COMPANY WILL QUALIFY FOR THE EXEMPTION PROVIDED UNDER SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT AND WILL HAVE NO OBLIGATION TO REGISTER AS AN INVESTMENT COMPANY EVEN IF IT WERE OTHERWISE DETERMINED TO BE AN INVESTMENT COMPANY.

(4) Upon a proposed transfer of the Ordinary Shares, it will notify any purchaser of such shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the shares being sold.

(5) The Company, Agility and their respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

If a holder of Ordinary Shares is acquiring such Ordinary Shares in the Distribution as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing representations and agreements on behalf of each account.

Quick Links

If you already have a NIN
If you don’t have an ADX NIN, or a Trading Account
For UAE-Residents
Supplementary Information You Will Need Throughout this Process
Contact Us
List of Required Documents