Please read the following terms and conditions carefully

The following are the terms and conditions for use of the Arqaam Capital website (the “Site”) and by accessing this Site you agree to be bound by them. The term “Arqaam Capital” when used herein refers to Arqaam Capital Limited (registered in the Cayman Islands) and any or all of its affiliated, controlled or associated companies worldwide.

Use of Site

Arqaam Capital may in its sole discretion terminate your access to or use of this Site for any reason, including without limitation where we believe that you have not acted in accordance with the terms and conditions of this Site.

Regulator and responsibility

Cayman Holding Company

Arqaam Capital Limited (incorporated in the Cayman Islands) is registered with the Cayman Islands Monetary Authority (CIMA) as SIBL exempt from authorization.

Dubai International Financial Centre

Arqaam Capital Limited (incorporated in the Dubai International Financial Centre (DIFC)) is authorized and regulated as a Category 2 firm by the Dubai Financial Services Authority (DFSA).

Arqaam Group Central Support Services Limited (incorporated in the DIFC) is exempt from authorization by the DFSA.

United Arab Emirates

Arqaam Securities LLC (incorporated in the United Arab Emirates) is authorized and regulated as a brokerage firm by the UAE Securities and Commodities Authority (SCA).

Egypt

Arqaam Securities Brokerage, S.A.E. (incorporated in Egypt) is authorized and regulated as a brokerage firm by the Egyptian Financial Supervisory Authority (EFSA). Arqaam Capital for Promoting, Underwriting and Financial Advisory of Financial Securities, S.A.E. (incorporated in Egypt) is authorized and regulated to provide investment banking services by EFSA. Arqaam Capital Egypt Holding for Financial Investments, S.A.E. (incorporated in Egypt) is authorized as a holding company.

South Africa

Arqaam Capital South Africa (Pty) Limited (incorporated in South Africa) is authorized and regulated as a brokerage firm by the Johannesburg Stock Exchange (JSE) and a financial services provider by the Financial Supervisory Board (FSB). Arqaam Capital Investment Management (Pty) Limited (incorporated in South Africa) is authorized and regulated to manage funds and provide discretionary portfolio management services by the FSB. Arqaam Capital South Africa Nominee (RF) (Pty) Limited (incorporated in South Africa) is authorized and regulated by the JSE and FSB to provide controlled client (custody) nominee services.

United Kingdom

Arqaam Capital UK Investment Management Limited (incorporated in the United Kingdom) is authorized and regulated by the UK Financial Conduct Authority (UKFCA) with a full scope AIFMD license.

Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, Arqaam Capital UK Investment Management Limited (“Arqaam UK”) is required to include on this website a disclosure about the nature of its commitment to the UK Financial Reporting Council’s UK Stewardship Code (the “Code”) or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code published in July 2010 and updated in September 2012, and sets out several principles relating to engagement by investors with UK equity issuer to exercise their stewardship responsibilities. The Code is applied on a “comply or explain” basis.

Arqaam UK’s principal area of activity is in equity indices and non-equity related derivative products. Some of the investment activity may have a very limited exposure to equities for which there is not any engagement with issuers in which the funds invest and their management. Therefore, the Code is not perceived as relevant to Arqaam UK’s trading and therefore Arqaam UK has chosen not to commit to the Code. Should an investment strategy change in such a manner that the provisions of the Code become relevant, Arqaam UK will reconsider its position under the Code.

Lebanon

Arqaam Capital Research Offshore SAL (incorporated in Lebanon) is exempt from authorisation.

Libya

Arqaam Libya Financial Investments J.S.C. (incorporated in Libya) is authorized and regulated as an investment bank by the Libyan Stock Market (LSM).

Neither the CIMA, DFSA, SCA, EFSA, JSE, FSB, UKFCA, LSM nor any other regulatory authority have reviewed or verified any of the information contained in this Site, nor have any of them any responsibility for it. If you do not understand any of the contents of this Site, you should contact a legal or financial advisor.

Purpose

Any information, communication or document provided by Arqaam Capital is provided for informational purposes only.  Nothing contained in any communication or document constitutes investment, legal, tax or other advice or guidance and should be disregarded when considering or making investment decisions.  In preparing any communication or document, Arqaam Capital did not take into account the investment objectives, financial situation and particular needs of any particular person.  Accordingly, before acting on any communication or document, investors should independently evaluate their investments and strategies and make their own determination of whether it is appropriate in light of their own financial circumstances and objectives.

Accuracy of information

The information contained on this Site or any communication or document from Arqaam Capital is based on current trade, statistical and other public information we consider reliable. We do not represent or warrant that such information is accurate or complete and it should not be relied upon as such. Any opinions expressed reflect judgement at the date of issue of the relevant report and are subject to change without notice. Any mention of market rumours has been derived from the markets and is not purported to be fact or reflect our opinions. Arqaam Capital has no obligation to update, modify or amend this document or to otherwise notify a recipient thereof in the event that any opinion, forecast or estimate set forth herein, changes or subsequently becomes inaccurate. Any pricing is indicative and does not, and is not intended to, constitute either an offer to buy or sell nor a representation that a purchase or sale can be effected at that price. Past performance is not indicative of future results. Arqaam Capital may, where permitted by law, act upon material available on the Site prior to its publication on the Site. In accordance with Regulation AC of the 1934 Exchange Act, the views expressed in this research report accurately reflect the research analysts’ personal views about the subject securities or issuers and are subject to change without notice. No part of the research analysts’ compensation is related to the specific recommendations or views in the research report.

Sales and Marketing Restrictions

The restrictions in this section apply to all communications by or from Arqaam Capital, including all matters on this Site, on any email, letter, facsimile, SWIFT or other communication sent by or from Arqaam Capital and in any Arqaam Capital document.

• No communication by Arqaam Capital should be construed as a solicitation or offer, or recommendation, to acquire or dispose of any investment or to engage in any other transaction, or to provide any investment advice or service unless expressly provided to the contrary in an Arqaam Capital document in accordance with its terms. In particular, no communication by Arqaam Capital is or is intended to amount to an offer of securities within the meaning of DIFC Law No. 12 of 2004 (the DIFC Markets Law) or the equivalent laws, rules and regulations in any other jurisdiction.
• Any communication by Arqaam Capital containing an offer or an invitation to subscribe for or purchase securities, or otherwise including an investment communication, is directed at and being distributed only to investors or prospective investors who meet certain qualifications and to whom any investment or service may be offered or promoted without breach of any applicable laws. No communication by Arqaam Capital shall constitute an offer or invitation to subscribe for, or purchase, any securities in any jurisdiction in which it is unlawful to make to such person such an offer or invitation without compliance with any registration or other legal requirements. The distribution of any such communication in certain jurisdictions may be restricted and, accordingly, persons into whose possession such communication comes are required to inform themselves about, and observe, such restrictions.
• Any communication by Arqaam Capital is directed at Professional Clients and not Retail Clients (within the meaning of DFSA rules or the equivalent in any other jurisdiction) and any investment or financial product to which any Arqaam Capital document relates will only be made available to a Professional Client who Arqaam Capital is satisfied meets the regulatory criteria to be a Client, within the meaning of the DFSA or equivalent rules (a “Relevant Person”). If you are not a Relevant Person, you must not rely or otherwise act on any Arqaam Capital communication.
• Arqaam Capital expects it clients to make their own independent decision as to whether to enter into a transaction and as to whether that transaction is appropriate or proper for it or its customers based upon its own judgment. Clients should not rely on any communication (written or oral) of Arqaam Capital or its directors, officers and employees as investment advice or as a recommendation to enter into that particular transaction; it being understood that any recommendation by Arqaam Capital will be of a non-specific nature on the basis of general trends and certain assumptions and without reference to the Client’s particular circumstances. No communication (written or oral) received from Arqaam capital will be deemed to be an assurance or guarantee as to the expected results of that transaction.
• Arqaam Capital is not licensed to conduct Islamic Financial Business within the meaning of the DIFC Law Regulating Islamic Financial Business, DIFC Law No. 13 of 2004 or the equivalent in any other jurisdiction. In particular, Arqaam Capital’s license is not endorsed to permit it to operate an Islamic Window within the meaning of the DFSA rules and it does not have a Shari’a supervisory board. In offering or marketing any product, which has been reviewed by a Shari’a supervisory board, Arqaam Capital cannot and does not represent or warrant that any such product is Shari’a compliant.
• Any foreign collective investment fund (“FCIF”) (within the meaning of DFSA rules) mentioned in any Arqaam Capital communication is not subject to any form of regulation or approval by the DFSA. The DFSA has no responsibility for reviewing or verifying any document or other Arqaam Capital communication in connection with FCIFs. Accordingly, the DFSA has not approved any information about FCIFs or any other associated products nor taken any steps to verify the information set out on this Site or in any other Arqaam Capital communication, and has no responsibility for it. Any FCIFs mentioned in any Arqaam Capital communication may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of any FCIF units offered should conduct their own due diligence on the FCIF and consult an authorised financial adviser.
• The information on this Site and any communication or document from Arqaam Capital is only being distributed to investors who meet certain qualifications and to whom an investment or service may be offered or promoted in accordance with relevant country restrictions. This excludes the US except for SEC registered broker-dealers (or banks in permissible “broker” or “dealer” capacity) acting on a principal or agency capacity, and major US institutional investors in accordance with SEC Rules 15a-6(a)(2). In South Africa, Arqaam distributes research as an authorised Financial service Provider with the Financial Services Board (Financial Services Provider license number 45209). In addition to and notwithstanding the generality of the foregoing, the following restrictions shall apply:

Bahrain: Either Arqaam Capital documents or communications offering securities (i) will not be filed with the Central Bank of Bahrain (“CBB”), in which case they may not be circulated within the Kingdom of Bahrain nor may any securities be offered for subscription or sold, directly or indirectly, nor may any invitation or offer to subscribe for any securities be made to persons in the Kingdom of Bahrain or (ii) will be filed with the CBB, in which case they may be circulated within the Kingdom of Bahrain and securities may be offered for subscription or sold to persons in the Kingdom of Bahrain on a private placement basis. A private placement does not afford an investor of the protection of regulations of the CBB applying to public offerings of securities, and securities offered on a private placement basis in the Kingdom of Bahrain may only be offered in minimum subscriptions of US$100,000 and will only available to “accredited investors” in Bahrain, defined as (a) individuals holding financial assets (either singly or jointly with their spouse) of US$1,000,000 or more; (b) companies, partnerships, trusts or other commercial undertakings, which have financial assets available for investment of not less than US$1,000,000; or (c) governments, supranational organisations, central banks or other national monetary authorities, and state organisations whose main activity is to invest in financial instruments (such as state pension funds). In either case, no document or communication will be reviewed by the CBB and the CBB assumes no responsibility for the accuracy and completeness of the statements and information contained in any document or communication or for the performance of an entity or its promoters.

Cayman Islands: No Arqaam Capital document or communication will be an invitation, whether directly or indirectly, to the public in the Cayman Islands to subscribe for securities.

Dubai International Financial Centre: Arqaam Capital documents or communications offering securities will seek to rely on the exempt offer rules under the Offered Securities Rules of the DFSA. Any such document or communication is intended for distribution only to persons of a type specified in those Rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents or communications in connection with exempt offers. The DFSA will not have approved such document or communication nor taken steps to verify the information set out in it, and has no responsibility for it. The securities referred to in such document or communication may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities and consult an authorised financial adviser if they do not understand its terms.

Kuwait: Any securities offered will not have not been licensed in Kuwait by the Ministry of Commerce and Central Bank of Kuwait or any other relevant Kuwaiti Government agency. The offering of securities in Kuwait on a private placement basis or public marketing is restricted by Decree Law 31 of 1990, as amended, and Ministerial Order No. 113 of 1992, as amended. No private or public offering of these securities will be made in Kuwait, and no agreement relating to the sale of securities will be concluded in Kuwait. No marketing or solicitation or inducement activities will be used to offer or market the securities in Kuwait.

Qatar: Any offering will not be filed with, reviewed or approved by the Qatar Central Bank, any other relevant Qatar or foreign government body or securities exchange.

Oman: Documents or communications offering securities will neither constitute a public offer of securities in the Sultanate of Oman (“Oman”) as contemplated by the Commercial Companies Law of Oman (Sultani Decree 4/74) or the Capital Market Law of Oman (Sultani Decree 80/98), nor will they constitute an offer to sell, or the solicitation of any offer to buy non-Omani securities in Oman as contemplated by Article 6 of the Executive Regulations to the Capital Market Law of Oman (issued vide Ministerial Decision No 4/2001), and nor will they constitute a distribution of non-Omani securities in Oman as contemplated under the Rules for Distribution of Non-Omani Securities in Oman issued by the Capital Market Authority of Oman (“CMA”). Additionally, no such document or communication will be intended to lead to the conclusion of any contract of whatsoever nature within the territory of Oman. Documents or communications offering securities will only be sent at the request of the investor in Oman, and by receiving it, the person or entity to whom it has been issued and sent understands, acknowledges and agrees that it has not been approved by the CMA or any other regulatory body or authority in Oman, nor has any authorisation, license or approval been received from the CMA or any other regulatory authority in Oman, to market, offer, sell, or distribute the securities referred to herein within Oman. No marketing, offering, selling or distribution of any financial or investment products or services has been or will be made from within Oman and no subscription to any securities, products or financial services may or will be consummated within Oman. Arqaam Capital is not licensed by the CMA in Oman.

Saudi Arabia: Any document or communication offering securities will include information given in compliance with the “Offer of Securities Regulations” as issued by the Board of the Capital Market Authority Resolution Number 2-11-2004 dated 4 October, 2004 and amended by resolution of the Board of the Capital Market Authority Resolution Number 1-33-2004 dated 21 December, 2004 (the “KSA Regulations”). Any such document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the KSA Regulations. It should not be distributed to any other person, or relied upon by any other person. Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a “Saudi Investor”) who acquires any securities pursuant such offering should note that the offer such securities will be an exempt offer under subparagraph (3) of paragraph (a) of article 16 of the KSA Regulations. The securities will be offered to no more than 60 Saudi Investors and the minimum amount payable by each Saudi Investor must not be less than Saudi Riyal 1 million or an equivalent amount. Any such offer will therefore be exempt from the public offer of the KSA Regulations. The Capital Market Authority will not take any responsibility for the contents of any offering document, nor will it make any representation as to its accuracy or completeness, and will expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of such document.

United Arab Emirates: Nothing shall be deemed to constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law (Federal Law No.8 of 1984 as (amended)) or otherwise, nor shall be intended to be a public offer. Documents or communications offering securities will only be addressed to persons who are sophisticated investors. Further, no document or communication is intended to lead to the conclusion of any contract of whatsoever nature within the territory of the United Arab Emirates.

Persons into whose possession any communication or document comes from Arqaam Capital are required to inform themselves about, and observe, such restrictions and should not rely upon or otherwise act upon the relevant communication or document where it is unlawful to make to such person such an offer or invitation or recommendation without compliance with any authorisation, registration or other legal requirements.

Research

Arqaam Capital Research Offshore s.a.l. is our specialist research centre in Beirut, Lebanon, which assists in the production of research. All our research is published and distributed (i.e. issued) by Arqaam Capital Limited (incorporated in the DIFC).

Arqaam Capital will make available to clients on its research distribution list any proprietary and non-proprietary research, market information and other publications that it from time to time prepares and makes available to its clients. Arqaam Capital endeavours to, but does not warrant that, all clients on the research distribution list will receive the research at the same time as all other clients.

Research will only be provided to clients for information purposes and may not be relied upon, or copied, distributed or quoted without Arqaam Capital’s prior written consent. Research must not be interpreted as an offer or solicitation for the purchase or sale of any investment. Arqaam Capital shall not be liable for any losses a client incurs as a result of reliance on our research.

While Arqaam Capital takes reasonable care to ensure that information contained in our research is true and not misleading at the time of publication, Arqaam Capital does not make any representation about its accuracy or completeness. Clients should be aware that information contained in research is subject to change without notice and without any obligation to inform the client of that change. Arqaam Capital may own or have a financial interest in securities which are referred to in our research.

Arqaam Capital’s investment research is based on the analysis of regional and country economics, industries and company fundamentals. Arqaam Capital’s company research reflects a long-term (12-month) fair value target for a company or stock. The ratings bands are:

Buy     Total return > 15%

Hold    0%< Total return < 15%

Sell      Total return< 0%

In certain circumstances, ratings may differ from those implied by a fair value target using the criteria above. Arqaam Capital’s policy is to maintain up-to-date fair value targets on the companies under its coverage, reflecting any material changes to the analyst’s outlook on a company. Share price volatility may cause a stock to move outside the rating range implied by Arqaam Capital’s fair value target. Analysts may not necessarily change their ratings if this happens, but are expected to disclose the rationale behind their view to Arqaam Capital’s clients.

Risk warnings

Any prices, valuations or forecasts are indicative and are not intended to predict actual results, which may differ substantially from those reflected.

The value of an investment may go up as well as down. The value of and income from any investment may fluctuate from day to day as a result of changes in relevant economic markets (including, without limitation, foreseeable or unforeseeable changes in interest rates, foreign exchange rates, default rates, prepayment rates, political or financial conditions, etc.).

Past performance is not indicative of future results. Any opinions, estimates, valuations or projections (target prices and ratings in particular) are inherently imprecise and a matter of judgement. They are statements of opinion and not of fact, based on current expectations, estimates and projections, and rely on beliefs and assumptions. Actual outcomes and returns may differ materially from what is expressed or forecasted. There are no guarantees of future performance.

Certain transactions, including those involving futures, options, and other derivatives, give rise to substantial risk and are not suitable for all investors.

Communications or documents not propose to identify or to suggest all of the risks (direct or indirect) which may be associated with the investments and strategies referred to herein.

Conflict

Arqaam Capital and its affiliates provide full investment banking services, and they and their directors, officers and employees, may take positions which conflict with the views expressed in any communication or document. Our salespeople, traders, and other professionals may provide oral or written market commentary or trading strategies to our clients and our proprietary trading desks that reflect opinions that are contrary to the opinions expressed in any communication or document. Our asset management area, our proprietary trading desks and investing businesses may make investment decisions that are inconsistent with the recommendations or views expressed in any communication or document.

Arqaam Capital may have or seek investment banking or other business relationships for which it will receive compensation from the companies that are the subject of any communication or document.

Facts and views presented in any communication or document have not been reviewed by, and may not reflect information known to, professionals in other Arqaam Capital business areas, including investment banking personnel.

Emirates NBD PJSC owns 8.32% of the issued share capital of Arqaam Capital and Commercial Bank International PJSC owns a 6.35% stake.

Forward Looking Statements

Any statements in any document or communication that are not historical facts are forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections, and rely on beliefs and assumptions. Words such as “expects”, “targeted”, “anticipates”, “should”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “forecasts”, “projects”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and returns may differ materially from what is expressed or forecasted in such forward-looking statements.

No warranty

Although Arqaam Capital has taken all reasonable care to ensure that the information provided on this Site is accurate, we give no warranties of any kind. ALL CONTENT AND THE WEB SITE ITSELF ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. ARQAAM CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY REPRESENTATIONS AND WARRANTIES OF ANY KIND TO USER AND/OR ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR FREEDOM FROM COMPUTER VIRUS. Opinions and any other content on the Site are provided by us for personal use and informational purposes only and are subject to change without notice. Nothing contained on the Site constitutes investment, legal, tax or other advice and is not to be relied on in making an investment or other decision. You should obtain relevant and specific professional advice before making any investment decision.

No liability

Arqaam Capital will accept no liability in any event including (without limitation) negligence for any damages or loss of any kind, including (without limitation) direct, indirect, incidental, special or consequential damages, expenses or losses arising out of, or in connection with your use or inability to use the Site, or in connection with any error, omission, defect, computer virus or system failure, or loss of any profit, goodwill or reputation, even if expressly advised of the possibility of such loss or damages, arising out of or in connection with the access of, use of, performance of, browsing in or linking to other sites from this Site. We do not exclude our duties or liabilities under the DFSA or other rules. We reserve the right to modify, suspend or discontinue, temporarily or permanently, the Site or any part of it, with or without notice, at any time. You agree that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Site.

Copyright

The entire content of this Site is subject to copyright with all rights reserved and the information held is for your own personal use only. You may reproduce this information in hard copy solely for your personal use. The information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another document or other material. The information and software on this Site may not be taken out of context or presented in an unfair, misleading or discriminating manner. You agree not to remove any copyright notice or other notice signifying Arqaam Capital or any third party’s intellectual property rights. Except as expressly provided herein, nothing contained on this Site shall be deemed or construed to confer any license or right, expressly, by implication, estoppel or otherwise, under any of Arqaam Capital’s intellectual property rights.

Trade marks and Service marks

Our logos, trade marks and service marks on this Site may not be used without our prior written consent.

Translations

This Site and any Arqaam Capital document or communication may be translated into other languages. Any such translation shall have the same meaning as the English language version. To the extent that there is any inconsistency between the English language version and any translated version, the English language version will prevail, except, to the extent (but only to the extent) required by the laws of any jurisdiction.

Governing law

English law governs these terms and conditions and you agree that the English Courts shall have exclusive jurisdiction to determine any matter or dispute in connection with or arising out of this Site and these terms and conditions.