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YOUR AGREEMENT TO THE CONDITIONS AND TERMS OF USE FOR ACCESS TO THE MATERIALS
ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE.
THIS MATERIAL IS NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIAL TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THIS MATERIAL MAY NOT BE RECORDED OR REPRODUCED IN ANY FORM, FURTHER DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.
THIS MATERIAL IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THIS MATERIAL, WHICH HAS BEEN PREPARED IN RELATION TO FERTIGLOBE PLC (THE “ISSUER”) MAY BE AMENDED OR SUPPLEMENTED.

You may not reproduce any part of the contents of this site You agree that you will not copy, print, download, record, distribute or re-transmit, in whole or in part, the investor presentation, international offering memorandum (“IOM”), Abu Dhabi Securities Exchange prospectus (“ADX Prospectus”) or any other materials distributed on this website (together, the “Materials”).  You are advised to read this disclaimer carefully before clicking on the AGREE button below and accessing and viewing the Materials. In accessing the Materials you agree to be bound by the following terms and conditions. You may not disclose the contents of the Materials to any other person without the prior written consent of the Issuer and Morgan Stanley & Co. International plc, HSBC Bank Middle East Limited, Citigroup Global Markets Limited and First Abu Dhabi Bank PJSC (together the “Banks”). You have been designated and authorised by the Banks (the “Authorising Entities” and each an “Authorising Entity”) to receive and view the Materials. The Materials have been furnished to you solely for your information. You should refer to the IOM or ADX Prospectus published by the Issuer in connection with any offering of securities in the Issuer (the “Offering Documents”). You understand that you should refer to the Offering Documents for further and more complete information about any offering and any securities to be sold in any offering.  You are reminded that any acquisition of securities in any proposed offering must be made solely on the basis of information contained in the Offering Documents to be published by the Issuer in connection with any proposed offering, which may be different from the information contained in the Materials. You consent to electronic delivery of the Materials  You acknowledge and agree that you have consented to accept electronic delivery of the international offering memorandum and roadshow presentation and any subsequent subscription material in connection with viewing the Materials. The documentation on this site contains forward-looking statements involving risks, uncertainties and other factors that may cause actual results to differ Certain statements contained in the Materials, including those relating to the offering, are “forward-looking statements”.  By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.  Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators and other risk factors such as the Issuer’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Issuer operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Forward-looking statements contained in Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future.  The Issuer does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.  IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS.  They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements.  IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Materials under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.

 

United States

The Materials are not an offer of securities for sale in the United States. The securities to which the Materials relate may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”).  Neither the Materials nor any part or copy of them may be printed, downloaded, distributed, or transmitted into the United States, its territories or possessions or distributed, directly or indirectly, in the United States, its territories or possessions, save that the Materials are being made available to qualified institutional buyers within the meaning of Rule 144A under the Securities Act (“Qualified Institutional Buyer”). The securities have not been registered under the Securities Act No securities to which the Materials relate have been registered, or will be registered, under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from registration under the Securities Act.  There will be no public offering of the securities in the United States. The securities are being offered in the U.S. only to Qualified Institutional Buyers under Rule 144A or another exemption from registration under the Securities Act You understand that the securities to which the Materials on this website may relate would be offered and sold in the United States only pursuant to Rule 144A under the Securities Act or another exemption from registration thereunder.  If you are in the United States, by accessing the Materials you acknowledge that you are a Qualified Institutional Buyer.  If you are not a Qualified Institutional Buyer, please exit this website immediately.  

United Arab Emirates (excluding the ADGM and the DIFC)

The Materials are only addressed to and directed at persons who are outside the United Arab Emirates (“UAE”) or who have been invited to access the Materials by an Authorising Entity that is licensed by the Securities and Commodities Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the Material by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the “SCA Regulations”) or have approached a Bank that is not an Authorising Entity in connection with the offering on a reverse solicitation basis in accordance with the SCA Regulations (a “Professional Investor”).  

ADGM

The Materials are only addressed to and directed at persons who are outside the ADGM or Authorized Persons or Recognized Bodies (as such terms are defined in the ADGM Financial Services Regulatory Authority (“FSMR”)) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (“ADGM Relevant Persons”). Any investment or investment activity to which these Materials relate is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons.  

DIFC

The Materials are only addressed to and directed at persons who are outside the DIFC or meet the “deemed professional client” criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority (“DFSA”) Conduct of Business Module and who is not a natural person (a “Deemed Professional Client”). Any investment or investment activity to which these Materials relate is available only to Deemed Professional Clients and will be engaged in only with Deemed Professional Clients.  

Any Member State in the EEA

The Materials are only addressed to and directed at persons in member states of the European Economic Area (each, a “Relevant State”) who are “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (“EU Qualified Investors”). The Materials must not be acted on or relied on in a Relevant State by persons who are not EU Qualified Investors. Note: You must also review and comply with the specific additional individual Relevant State provisions applicable, as described below.  

United Kingdom

The Materials are only addressed to and directed at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 in the United Kingdom ("UK Qualified Investors"). The Materials must not be acted upon or relied upon in the United Kingdom by persons who are not UK Qualified Investors. The Materials are for distribution only to and is directed only at persons who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “UK Relevant Persons”). The Materials are directed only at UK Relevant Persons and must not be acted on or relied on by persons who are not UK Relevant Persons. Any investment or investment activity to which these Materials relate is available only to UK Relevant Persons and will be engaged in only with UK Relevant Persons.  

Australia

In Australia, these Materials may only be distributed to “Sophisticated Investors” or “Professional Investors” and “Wholesale Clients” (within the meaning of sections 708(10), 708(11) and 761G of the Australian Corporations Act, respectively), being persons to whom an offer of securities can be made without disclosure under Part 6D of the Australian Corporations Act.   IF YOU WANT TO VIEW THE MATERIALS, YOU MUST INDICATE YOUR AGREEMENT TO THESE TERMS. By clicking the “I AGREE” button below, you agree to the above terms, and represent that you have read and understood the conditions and restrictions described above and agree that you are an institutional investor or are otherwise eligible to receive the Materials in compliance with the relevant country/region restrictions above, and applicable laws and regulations in your home jurisdiction, and in the jurisdiction (if different) in which you are accessing this website and that:
  • You have read and agree to comply with the foregoing limitations and restrictions including, without limitation, the obligation to keep this material and its contents confidential;
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  • If you are accessing this website from the United Arab Emirates (other than ADGM and DIFC), you are doing so on invitation from a UAE Selling Agent or are a Professional Investor within the meaning of the SCA Regulations;
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