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Arab Palestinian Investment Company (“APIC”)

“Information Memorandum”

February, 2014

Table Of Contents

1. Glossary Of Terms & Conditions .............................................................................................................................................................5

2. Company Overview .....................................................................................................................................................................................6

2.1 Establishment & Foundation ............................................................................................................................................................6

2.2 Objectives & Activities ........................................................................................................................................................................6

2.3 Founders ..................................................................................................................................................................................................7

2.4 Names Of Individuals, Companies Who Own 5.0% Or More Of APIC’s Issued Financial Securities ........................7

2.5 Board Of Directors ................................................................................................................................................................................8

2.6 Executive Management Team .........................................................................................................................................................8

3. Subsidiaries & Affiliates .............................................................................................................................................................................9

3.1 Siniora Food Industries PLC (“SFIC” Or “Siniora”) .......................................................................................................................9

3.2 National Aluminum & Profiles Company PLC (“NAPCO”) .......................................................................................................10

3.3 UNIPAL General Trading Company PSC (“UNIPAL”) ..................................................................................................................11

3.4 Central & West Africa Company For Commercial Agencies LLC (“CWACA”) ....................................................................12

3.5 Medical Supplies & Services Company PSC (“MSS”) ................................................................................................................13

3.6 Arab Palestinian Shopping Centers Company PLC (“PLAZA”) ..............................................................................................14

3.7 Palestinian Automotive Company PSC (“PAC”) ..........................................................................................................................15

3.8 SKY Advertising, Event Management & PR Company (“SKY”) ..............................................................................................16

3.9 Arab Palestinian Storage & Cooling Company PSC (“APS”) ...................................................................................................17

4. Other Investments .......................................................................................................................................................................................18

5. Financial Highlights ....................................................................................................................................................................................19

6. Legal Advisor ..................................................................................................................................................................................................23

7. External Auditor ............................................................................................................................................................................................23

8. Additional Information ..............................................................................................................................................................................24

8.1 APIC’s Transactions & Obligations With The Chairman, BOD Members, Executive Management, Or Any

Of Their Direct Relatives .....................................................................................................................................................................24

8.2 Major Events Since Establishment ................................................................................................................................................24

8.3 Dividend Distribution History ..........................................................................................................................................................24

8.4 Committees Assigned By The Company’s BOD ........................................................................................................................24

8.5 Audit Committee ..................................................................................................................................................................................24

8.6 Transfer Restrictions On The Company’s Shares .....................................................................................................................24

8.7 Listing Status On Any Other Stock Exchange ............................................................................................................................24

9. Appedices ........................................................................................................................................................................................................25

9.1 Board Of Directors Biographies .......................................................................................................................................................25


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Information Memorandum

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1. GLOSSARY OF TERMS & CONDITIONSWords and expressions not otherwise defined in this document have, unless the context otherwise requires, the following meanings:

Term Definition

The Company or “APIC” Arab Palestinian Investment Company (the “Company” or “APIC”), was registered at the British Virgin Islands (“BVI”) under the number (128626) on September 20, 1994, and registered at the Palestinian Ministry of National Economy as a foreign public shareholding company under the number (562801563) on December 23, 2013- please refer to section (2.1 ), with an authorized capital of USD 70,000,000 and paid-up capital of USD 50,009,398. The Company’s address is: P.O.Box (2396), Ramallah, Palestine, Tel: +970 2 298 1060, Fax No. +970 2 298 1541.

APIC’s Total Capital The Company’s authorized paid-up capital is USD 70,000,000, divided into 70,000,000 shares (USD 1.0 per share) . The Company’s paid-up capital is USD 50,009,398, divided into 50,009,398 shares (USD 1.0 per share). All shares have equal rights & obligations.

“PCMA” Palestine Capital Market Authority (“PCMA”).

The Market or Stock Exchange or “PSE”

Palestine Stock Exchange (“PSE”).

Financial Securities Law Financial Securities Law No. (12) for the year 2004 as applied in Palestine, including related regulations and any amendments issued from time to time.

Instructions of Issuance Article (23) of the Financial Securities Law No. (12) for the year 2004, as approved by PCMA’s Board of Directors.

Listing Instructions Those Instructions approved by PSE’s Board of Directors at its sixth meeting held on December 23, 2010 (Decision No. 39/2010) and by PCMA’s Board of Directors at its regular meeting held on November 21, 2012, along with complementary meeting dated November 26, 2012, (Decision No. 14/2012).

Companies Law Companies Law No. (12) Of 1964, and its amendments as applied in Palestine.

Ithmar Invest Ithmar Invest PSC, registered at the Palestinian Ministry of National Economy under the number (562702563).

Financial Advisor Entity that provides advice and guidance to others regarding financial securities and investments, and the issuance of reports, conducting research and feasibility studies related to financial securities. Ithmar Invest is the Company’s financial advisor.

Listing Registering the company›s financial securities on PSE for trading purposes, settling sale & purchase contracts, and transferring of ownership through the Depository Center.

Listed Company Any public shareholding company listed on the stock exchange according to provisions of the law.

Listing Agreement The agreement signed between the PSE and the listed company.

Secondary Market The market through which issued financial securities are traded in accordance with the applicable laws, regulations and any related amendments.

First Market The part of the Secondary Market governed by specific listing requirements.

Second Market The part of the Secondary Market governed by specific listing requirements.

International Securities Identification Number (ISIN)

A unique global identification number for the financial security being listed.

Subsidiary It is the entity that is subjected to the control of another company (the parent company) through control of management or possessing more than 50% ownership.

Associate/Affiliate It is the entity that is related to and often controlled by a third party. This control may extend to shared management or ownership, common use of facilities and equipment, or access to other resources like fulfillment or customer service.


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2. COMPANY OVERVIEW

2.1 Establishment & FoundationArab Palestinian Investment Company (“APIC”, or the “Company”) was established on September 20, 1994. It is registered at British Virgin Islands (“BVI”) under the number (128626). On May 8, 1996, the Company was registered at the Palestinian Ministry of National Economy under the number (563600634) as a foreign private shareholding limited company (“PSC”). On December 23, 2013, the Company’s legal status was transformed to a foreign public shareholding company and it is registered under the number (562801563).The Company’s authorized paid-up capital is USD 70,000,000, divided into 70,000,000 shares (USD 1.0 per share). The Company’s paid-up capital as of December 31, 2013 is USD 50,009,398.The Company was founded by a number of Arab businessmen for the purpose of channeling funds and invest-ments from interested investors in the Arab world to Palestine. The Company’s activities were expanded outside Palestine to include operating investments in Jordan, Central & West Africa.

2.2 Objectives & ActivitiesAPIC owns a group of nine (9) subsidiaries that offer and provide a wide range of products and services. The Company’s strategic investments are focused in key sectors such as trade, distribution, manufacturing and ser-vices.APIC’s industrial activities vary from food manufacturing and processing to aluminum production. In the ser-vice sector, the Company is involved in the advertisement services in addition to medical supplies & services.Furthermore, as part of its operations in the trading and distribution business, APIC’s subsidiaries are distribu-tors for many international companies and brands such as Philip Morris, Procter & Gamble, Abbott International, Beiersdorf (Nivea), Eli Lilly, B. Braun & Hyundai Motors.

The following table presents APIC’s ownership percentages of each of its’ eight subsidiaries along with other related information:

Industrial Sector Country (%)* Main Activities

Siniora Food Industries PLC Jordan 62.21% Canned & Frozen Meat Manufacturing

National Aluminum & Profiles Company PLC

Palestine 70.61% Aluminum & Profiles Manufacturing

Distribution Sector Country (%) Main Activities

UNIPAL General Trading Company PSC

Palestine 83.69% Consumer Products/Distribution

Central &West Africa Company For Commercial Agencies LLC (Exempt Company)

Jordan1 50.00% Consumer Products/Distribution

Medical Supplies & Services Company PSC

Palestine 50.00% Medical Services & Supplies

Arab Palestinian Shopping Centers Company PLC

Palestine 85.99% Retail/Supermarkets

Palestinian Automotive Company PSC

Palestine 91.07% Cars Distribution (Hyundai Agents)

Service Sector Country (%) Main Activities

SKY Advertising Company PSC Palestine 99.00% Advertising & Promotion

*This represents APIC’s ownership percentage.

1 It is registered in Jordan, and exercises its activities in Central & West Africa.


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Additionally, the Company controls 64.0%2 of the Arab Palestinian Storage & Cooling Company PSC, whose main activities are establishing, processing and managing cold storage for agricultural products, livestock prod-ucts, fisheries and food.

2.3 FoundersThe following table presents the names of APIC’s founders as indicated in the constituent assembly meeting held in 1995, along with their current ownership percentages as of the date of this Information Memorandum:

Name of The Founder Nationality Current Ownership (%)

Sheikh Omar Abdul Fattah Aggad- (Aggad Investment Company AICO)

Saudi 1.20%

Mr. Tarek Omar Aggad Saudi 25.76%

Mr. Mohammad Omran Bamieh Saudi 0.00%

Mr. Khaled Abdulaziz Al-Ibrahim Saudi 0.97%

Mr. Jamal Abu Issa Qatari 0.19%

Mr. Omar Abbas & Mr. Wael Abbas Canadian 0.46%

Mr. Bassam Aburdene & Mr. Odeh Aburdene American/British 0.19%

Mr. Waleed Kayali Saudi 0.79%

Mr. Abdullah Arafat Jordanian 0.18%

Rana Investments Limited Company - Represented By Mr. Adel AlSaied

Saudi 0.53%

Mr. Nabeel Al-Atary Jordanian 0.28%

Capital Trust Limited Company-Represented by Mr. Abdulkareem Al-Sayegh

BVI 0.49%

2.4 Names of Individuals, Companies Who own 5.0% or More of APIC’s Issued Financial SecuritiesThe following table lists the names of individuals, companies which own 5.0% or more of APIC’s paid–up capital along with their ownership percentages as of the date of this Information Memorandum:

Shareholder Name Ownership (%)

Mr. Tarek Omar Aggad 25.76%

Palestine Investment Fund 20.20%

Al-Huda Holding Company 9.70%

The following table lists the names of individuals, companies which own 5.0% or more of APIC’s issued bonds3, along with their ownership percentages as of the date of this Information Memorandum:

Bondholder Name Ownership (%)

Cairo Amman Bank/Palestine 29.25%

Palestine Bank 19.50%

Aswaq Investment Portfolio Company 19.50%

Cairo Amman Bank/Jordan 9.75%

Al-Ittihad Bank 9.75%

2 This represents APIC’s direct ownership of 31.1%, in addition to an indirect ownership of 32.9% through its’ subsidiary UNIPAL General Trading Company.3 On January 31, 2012, the Company issued five-year bonds with a total nominal value of USD 20,000,000.


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2.5 Board of DirectorsAPIC’s Board of Directors is comprised of (9) members as presented in the following table:

Board Member Name Membership Position

Mr. Tarek Omar Aggad Chairman & Chief Executive Officer

Mr. Khaled Osaily Vice Chairman

Al-Saeed Company- Represented by Mr. Mounir Khouri Member

Palestine Investment Fund – Represented by Dr. Mohammad Mustafa Member

Palestine Investment Fund- Represented by Dr. Durgham Maraee Member

Mr. Fuad Kattan Member

Mr. Tareq Abbas Member

Dr. Mazen Ibrahim Hassounah Member

Al-Huda Holding Company- Represented by Mr. Bassam Aburdene Member

2.6 Executive Management Team APIC’s executive management team (the “Management”) is presented in the following table:

Name of the Employee Job Title

Mr. Tarek Omar Aggad Chief Executive Officer-CEO

Mr. Ali Aggad Chief Operating Officer-COO

Mr. Tarek Abbas Chief Business Development-CBD

Mr. Ahmad Judeh Chief Investment & Finance Officer -CIFO

Mr. Khaled Baradei Group Finance Manager

Mrs. Lina Al-Hadweh Internal Control & System Development Director


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3. SUBSIDIARIES & AFFILIATES

3.1 Siniora Food Industries PLC (“SFIC” or “Siniora”)

Siniora was established in 1920 in Palestine, with its factory located in Katamoun, Palestine. After the occupation of Palestinian Territories in 1948, Siniora relocated its factory to Jerusalem.In 1993, Siniora established a factory in Jordan in Sahab Industrial City.In 1996, APIC acquired Siniora’s operations in both Jordan & Palestine.Siniora produces canned meat products under the famous brand name “Siniora”, as well as cold cuts such as Mortadella, Roasts, Salami, Basturma, Sausages, and Frankfurters under the names “Siniora”, “Al Nemeh”, and “Al Diftain”.In 2011, Siniora acquired the famous brand name “UNIUM” for canned meat products.Siniora uses state-of-the-art machinery and equipment with a total capacity of 10,000 Metric Tons (“MT”) for the factory in Jordan and 9,600 MT for the factory in Palestine.Siniora has become a household name in the Arab region for quality processed meat products, and has estab-lished its role as the leader of canned meat & cold cuts in Jordan & Palestine.Moreover, Siniora started exporting its products in 1999. Siniora’s main export markets include Saudi Arabia “which is considered the largest export market as it has a distribution branch since 2009”, UAE, Lebanon, Oman, Qatar, and North Africa.In 2009, Siniora’s legal status was transformed to a public shareholding company and its shares were listed on Amman Stock Exchange (“ASE”) in 2011.Siniora’s paid-up capital as of the date of this Information Memorandum is JD 12,594,839.


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3.2 National Aluminum & Profiles Company PLC (“NAPCO”)

NAPCO was established in 1991 as a public limited company.NAPCO is the first and only aluminum profiles manufacturer in Palestine. NAPCO’s plant is built on a total area of 28,000 square-meters and is located in Nablus/Palestine.The plant’s total current annual production capacity is 7,000 Metric Tons of high quality products.NAPCO owns two (2) warehouses, the first is located in Ramallah-Al-Bireh Industrial Area and the second is located in Gaza.NAPCO’s paid-up capital was restructured several times to ultimately reach JD 6,900,000 in 2011. During the same year, NAPCO’s shares were listed on PSE.

NAPCO Production Lines:• Extrusion Line• Anodizing Line• Powder Coating Line• Wood Effect Line• Cast House• Thermal Break

Additionally, NAPCO offers the following services:

• Aluminum Fabrication of New Project.• Sale of Aluminum Accessories.


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3.3 UNIPAL General Trading Company PSC (“UNIPAL”)

UNIPAL was established in 1994 as a private shareholding company. It is one of largest fast moving consumer goods (FMCG) distributor in Palestine. UNIPAL has the sole distribution rights for multinational companies and brands such as Philip Morris, Procter & Gamble, XL Energy, Pampers, Heinz, Americana, Kellogg’s, Gillette, Duracell, & Oral-B, among other well known brands.UNIPAL operates two (2) main headquarters, the first is located in the West Bank and the second is located in Gaza, in addition to a main depot built in Beitunia area and eight (8) sub-depots around the country that ensure suffi-cient stock levels.UNIPAL’s paid-up capital as of the date of this Information Memorandum is JD 5,000,000


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3.4 Central & West Africa Company for Commercial Agencies LLC (“CWACA”)

CWACA was established in 2011 as a limited liability company in the regis-ter of Exempt Companies in Jordan to conduct operations in Central & West Africa. CWACA was granted the exclusive distribution rights for all Procter & Gamble’s products in eight (8) African countries (Chad, Democratic Republic of the Congo, Central African Republic, Equatorial Guinea, Cameroon, Congo, Gabon, and São Tomé & Príncipe).Further, CWACA established UNIPAL Central & West Africa - a 100.0% owned company - in Cameroon, a country considered to be more stable with a more attractive foreign investment environment.CWACA is the sole agent & distributor for multinational brands such as Ariel, Pampers, Always, Gillette, Duracell, & Oral-B, in addition to the products of Arcor, Heinz, Kellogg, & Siniora. CWACA currently has three (3) branches at Cameroon and has recently established a subsidiary in Gabon.CWACA’s paid-up capital as of the date of this Information Memorandum is JD 2,000,0004.

4 CWACA is in the process of increasing its paid-up capital to JD 5,000,000. Accordingly, APIC’s share might be increased.


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3.5 Medical Supplies & Services Company PSC (“MSS”)

MSS was established in 1994, as a private shareholding company. It is one of the first Palestinian companies that offer healthcare solutions. MSS distributes pharmaceuticals, medical and laboratory equipment, surgical and disposable items, and medical fast moving consumer goods (FMCG) to pharmacies, pri-vate hospitals, NGOs, the Ministry of Health and major medical service outlets.MSS is the sole distributor and service provider for major multinational com-panies and brands, including Abbott International, Abbott Diagnostic, Aloka, Aventis, Beiersdorf (Nivea), B. Braun, Boehringer Ingelheim, Eli Lilly, Glaxo SmithKline, Janssen-Cilag, Nihon Kohden, Pharmaton and Trisa. MSS’s paid-up capital as of the date of this Information Memorandum is USD 3,227,990.


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3.6 Arab Palestinian Shopping Centers Company PLC (“PLAZA”)

PLAZA was established in 1999 as a private shareholding company. In 2000, PLAZA’s legal status was transformed to a public shareholding company and its shares were listed on Palestine Stock Exchange. In 2003, PLAZA launched “PLAZA MALL” which is considered the first modern shopping and entertain-ment complex of its kind in Palestine.PLAZA MALL includes Palestine’s largest supermarket called “Bravo which is run by PLAZA”, in addition to the “The Jungle”, which is an indoor play area for children, along with restaurants, kiosks and retail spaces. Based in the city of Al-Bireh, PLAZA MALL is situated in an ideal location cater-ing for shoppers from Ramallah, Jerusalem and other surrounding areas.

The following table presents the location and the opening date for each of Bravo’s existing branches:

The Branch Province Opening Date

Bravo (1) Ramallah-Al Bireh 2003

Bravo (2) Ramallah 2005

Bravo (3) Hebron 2007

Bravo (4) Ramallah-Al -Tera 2009

Bravo (5) Nablus-Rafedia 2010

PLAZA’s paid-up capital as of the date of this Information Memorandum is JD 7,000,000.


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3.7 Palestinian Automotive Company PSC (“PAC”)

PAC was established in 1996 as a private shareholding company, Palestine Automobile Company is the sole distributor for the Hyundai Motor’s entire range of passenger cars, trucks and vans. Hyundai, a South Korean manufac-turer, enjoys a leading market position in Palestine.PAC’s guiding principle is to provide its customers with top-notch services, achieved through its durable spare parts and service facilities in both Ramallah and Gaza and staffing them with qualified technicians and mechanics. PAC has three (3) warehouses for spare parts and accessories that assure the prompt and continuous supply of spare parts and accessories.During 2013, PAC was granted the distribution rights for Chrysler cars in the West Bank & Gaza. The project includes the distribution & sale operations of Dodge, Jeep, & Chrysler cars in the West Bank & Gaza, in addition to providing after sales services including spare parts & maintenance through a specialized outlet and mainte-nance center in Ramallah.Also, PAC has three (3) premier showrooms in Ramallah, Hebron and Gaza. In addition, Hyundai vehicles are also sold through PAC‘s extensive dealer/sub distributor network covering all of Palestine‘s major cities.PAC’s paid-up capital as of the date of this Information Memorandum is USD 5,600,000.


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3.8 SKY Advertising, Event Management & PR Company (“SKY”)

SKY was established in 1996 as a private shareholding company. It is a pioneer in advertising and public relations in Palestine. SKY offers full-scale advertising and public relations campaigns that maximize client exposure, an integral part in the realization of clients’ business objectives. SKY’s five (5) specialized depart-ments include graphic design and printing, public relations & event manage-ment, promotion, media and outdoor advertising.SKY’s paid-up capital as of the date of this Information Memorandum is JD 600,000.


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3.9 Arab Palestinian Storage & Cooling Company PSC (“APS”)

APIC controls 64.0% of APS, out of which 31.1% represents direct ownership and 32.9% represents an indirect ownership through its’ subsidiary UNIPAL General Trading Company.APS was established in 1997 as a private shareholding company. Its main ac-tivities include establishing, processing and managing cold storage for agri-cultural products, livestock products, fisheries and food. APS started its opera-tions on September, 1999.APS’s paid-up capital as of the date of this Information Memorandum is USD 4,500,000.

APS


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4. OTHER INVESTMENTSThe following table presents APIC’s other investments:

Company NameFinancial

Security Type# of Shares

Ownership Percentage (%)

Palestine Electricity Company Holding Shares 1,827,275 9.09%

Bank of Palestine Shares 1,875,006 1.25%

Catalyst Private Equity Fund Shares 595,000 1.38%

Palestine Millennium Energy Industries Company Shares 75,000 10.00%

• APIC owns land plot (number 1,744) with a total area of 6,462 square meters which is located in Beit Lahia-Gaza. It is a first class touristic land overlooking the seaside with about 55 meters water front, and is classified as a long term investment.


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5. FINANCIAL HIGHLIGHTSThe Company’s revenues showed a Compounded Annual Growth Rate (”CAGR”) of 13.8 % during the period FY 2008A to FY 2013M5.The following table summarizes the key Balance Sheet and Income Statement items for APIC for the years 2008A through 2013M:

APIC’s Historical Financial Summary Income Statement Highlights (In Thousands USD)

2008 A 2009 A 2010 A 2011 A 2012 A 2013 M

Total Revenues6 237,112 274,162 326,860 390,412 368,795 453,191

Gross Profit 32,486 34,348 43,818 48,766 52,854 63,240

Gross Profit Margin (%) 13.7% 12.5% 13.4% 12.5% 14.3% 14.0%

EBITDA 13,531 12,906 17,332 14,686 20,408 27,074

EBITDA Margin (%) 5.7% 4.7% 5.3% 3.8% 5.5% 6.0%

Net Profit 7,484 5,379 5,946 1,983 6,476 11,068

Net Profit Margin (%) 3.2% 2.0% 1.8% 0.5% 1.8% 2.4%

Net Profit attributable to APIC’s Shareholders

4,751 3,842 4,220 1,997 4,095 7,983

Earnings Per Share(EPS)7 0.11 0.09 0.09 0.04 0.08 0.16

Balance Sheet Highlights (In Thousands USD)Current Assets 68,264 90,999 107,494 109,512 120,119 143,401

Net Fixed Assets 45,660 47,284 67,190 68,283 73,256 72,545

Total Assets 132,792 166,311 192,537 198,085 214,819 236,496

Current Liabilities 53,955 74,258 90,553 91,619 93,984 99,135

Total Debt 33,325 51,816 70,564 72,302 82,118 79,288

Total Liabilities 66,646 96,716 117,636 121,496 131,335 141,826

Paid-Up Capital 42,887 43,537 45,463 50,009 50,009 50,009

Total Equity 66,146 69,595 74,902 76,589 83,484 94,669

Minority Interest (19,113) (19,162) (20,170) (20,317) (22,535) (24,178)

Total Shareholders’ Equity 47,033 50,433 54,732 56,272 60,949 70,491

5 This represents unaudited management accounts for FY 2013.6 This includes Sales & Services Revenues.7 During 2009, the par value of the Company’s shares was split from (USD 70.0/share) to (USD 1.0/share).


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APIC’s total revenues & historical profitability margins (Gross Profit Margin, EBITDA Margin, Net Profit Margin, & Earning Per Share) during the period FY 2008A to FY 2013M are presented in the following charts:


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6. LEGAL ADVISORA.F.&R. SHEHADEH LAW FIRMMain Street number 26, Ramallah, PalestineP.O. Box 74 Ramallah, PalestineAl-Quds:P.O. Box 20007Al-Quds 91199 PalestineTel: + 970 2961111; +970 2963333; +970 2967777.Fax: + 970 2 2953471.

7. EXTERNAL AUDITORDeloitte & Touche- Palestine Al-Mashreq Insurance Building, Al-Nahda Street-Al-Masion, Ramallah, PalestineTel: + 970 22954714Fax: + 970 2 29584703.


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8. ADDITIONAL INFORMATION8.1 APIC’s Transactions & Obligations with the Chairman, BOD Members, Executive Management,

or Any of Their Direct Relatives

There are no transactions or obligations of any commercial nature between APIC and it’s Chairman, members of the Board of Directors, executive management, or their direct relatives.

8.2 Major Events since EstablishmentThe Company’s major events since establishment can be summarized as follow:

• On June 26, 2008, the Company’s paid-up capital was reduced by absorbing losses of USD 18,380,340 through reducing the share par value from USD 100.0 to USD 70.0;

• On May 28, 2009, the par value of the Company’s shares was split from (USD 70.0/share) to (USD 1.0/share).• On January 31, 2012, the Company issued five-year bonds with a total nominal value of USD 20,000,000;• On December 23, 2013, the Company had completed its legal status transformation from private to a for-

eign public shareholding company.

8.3 Dividend Distribution HistoryThe table below presents the Company’s dividend distributions during the period from 2008A to 2012A:

Fiscal YearGeneral Assembly

Resolution DateDividends Type (Cash/Shares)

Cash (USD) # of Free Shares

2008 28/05/2009 Cash 2,144,373 -

2009 10/06/2010 Cash & Free Shares 1,713,117 2,575,269

2010 2/06/2011 Free Shares - 4,546,309

2011 3/05/2012 - - -

2012 16/06/2013 - - -

8.4 Committees Assigned by the Company’s BOD There are no committees assigned by the Company’s BOD.

8.5 Audit CommitteeThere is no Audit Committee assigned by the BOD. However, Ernst & Young is assigned as an Independent Internal Auditor for the group in direct coordination with the group’s internal auditor.Additionally, internal audit reports are discussed on regular basis during the Company’s Board of Directors meetings.

8.6 Transfer Restrictions on the Company’s Shares There is no transfer restrictions imposed on the Company’s shares.

8.7 Listing Status on Any Other Stock Exchange The Company’s shares are not listed on any stock exchange.


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9. APPEDICES

9.1 Board of Directors Biographies• Mr. Tarek Omar Aggad- Chairman and Chief Executive Officer

In 1995, Mr. Aggad launched the Arab Palestinian Investment Company (APIC). The group conducted distribu-tion and manufacturing operations in the fields of consumer goods, pharmaceuticals, cars, retail and construc-tion. Today, APIC is considered one of the foremost investment groups in Palestine.Mr. Aggad is also an executive director of the Aggad Investment Company (AICO), Riyadh, Saudi Arabia. He is also a board member in several companies in Saudi Arabia.Mr. Aggad was appointed by H.E. President Mahmoud Abbas to serve as a board member of the Palestinian Investment Fund (PIF) in 2006, which is the investment and development arm of the Palestinian people.Mr. Aggad is a member of the Board of Trustees and Board of Directors of King Hussein Cancer Foundation. He is also a member of Young Presidents’ Organization and was named a Global Leader of Tomorrow (GLT) by the World Economic Forum in Davos in 2001. Mr. Aggad graduated with honor from Harvard University, Cambridge, Massachusetts, with a bachelor’s degree in Economics.

• Mr. Khaled Osaily - Vice ChairmanMr. Osaily was born in 1947 in Hebron, Palestine. He holds a degree in Business Administration obtained in 1970. Mr. Osaily is a member of the Board of Directors of Gaza Power Generating Company (GPGC). He is also the Chairman of Osaily General Trading and Contracting Company as well as of the National Aluminum and Profiles Company (NAPCO). Mr. Osaily is also a board member for several Public Sector Authorities such as the Municipal Development and Lending Fund, the Palestinian Pension Agency, and the Palestinian Charity Authority for Solidarity with Poor Families. Mr. Osaily was a member of the Board of Directors of the Palestinian Monetary Authority during the period 2002 to 2005. He was also elected as a member of Hebron’s Municipal Council. He then served as Deputy Mayor till 2003.In April 2007, H.E. President Mahmoud Abbas appointed Mr.Osaily Mayer of Hebron.

• Mr. Mounir Khoury Representing Al Saeed CompanyMr. Khoury Holds a Bachelor’s degree in civil engineering from the American University of Beirut and a master degree from Ohio State University - United States. He has been working in the field of construction and contract-ing since 1961 and served as a Group Vice President of the Consolidated Contractors Company (CCC) one of the largest engineering and construction companies operating in the Middle East. In addition to APIC’s board mem-bership; he is member of the Board of Directors for several companies in Jordan and the United Arab Emirates.

• Dr. Mohammad Mustafa Representing Palestine Investment FundDr. Mustafa assumed his responsibilities as the Chief Executive Officer of the Palestine Investment Fund (PIF) in late 2005. Dr. Mustafa also serves as the Economic Advisor of H.E. President Mahmoud Abbas. Upon joining PIF, Dr. Mustafa led the development and implementation of an ambitious strategy that set in motion PIF’s rise to become the premier investment vehicle in Palestine that is managing a four billion dollar investment pro-gram across multiple vital economic sectors. In its recent report on Governance in Palestine, The World Bank recognized the outstanding results achieved by PIF on good governance and transparency. In this context, Dr. Mustafa has led PIF’s efforts to establish and launch a number of leading companies that have effectively re-shaped Palestine’s economic landscape, including: Wataniya Mobile in partnership with Qatari Q-Tel, Amaar Real Estate Group, Al-Reehan Real Estate Investment Company, Khazanah Asset Management Company, Palestine Capital Growth Fund with the UAE-based Abraaj Capital, and Rasmala Fund for Investment in partnership with the UAE based Rasmala.Prior to joining PIF, Dr. Mustafa worked at the World Bank (Washington DC) for 15 years, where he held several senior positions across several sectors including: Economic Development, Economic Reform and Institutional Capacity Building, Project Finance, Private Sector Development, and Infrastructure Development.Other senior positions previously held by Dr. Mustafa include: Economic Adviser to the Government of Kuwait for


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the economic reform and privatization, Adviser to the Public Investment Fund in the Kingdom of Saudi Arabia, Professor at George Washington University, and the founding CEO of the Palestinian Telecommunications Company-Paltel. Dr. Mustafa holds a PHD in Management and Economics from George Washington University and a BSc in Electrical Engineering from Baghdad University.

• Dr. Durgham Maraee Representing Palestine Investment FundDr. Maraee is the Chief Investment Officer at Palestine Investment Fund (“PIF”). In his role, Dr. Maraee oversees PIF Investment portfolio and the development and implementation of PIF’s ambitious investment program. He is also responsible for identifying, developing and executing new strategic investment initiatives that aim to spur economic growth in Palestine through the establishment of viable business enterprises, while achieving excellent returns to PIF. In addition to APIC’s board membership; Dr. Maraee serves on the Board of Directors for several Palestinian leading companies, including Wataniya Mobile, Palestine Commercial Services Company (“PCSC”) and AMAAR Real Estate Group. He also represents PIF on the Steering Committees of the AMAL mortgage finance program and the SME Loan Guarantee Facility. Prior to joining PIF, Dr. Maraee worked as a consultant at Boston Consulting Group (“BCG”). At BCG, Dr. Maraee focused on providing strategy and management advice to leading American and multinational corporations in the financial, media, hospitality and consumer goods industries. Dr. Maraee holds MBA and PHD degrees from Harvard University in International Law.

• Mr. Fuad KattanMr. Kattan was born in India in 1948, and earned a master degree in law with honor from the University of London in the United Kingdom. In addition to APIC’s board membership, he serves on the Board of Directors of the “National Insurance Company LTD. “and “Abraj Al Wataniyeh”. Mr. Kattan gained experience in administra-tive affairs when he worked as an administrative manager in ACA Company for tourism and also through his work with the engineering company.Additionally, He currently serves as the Chairman of the Board of Trustees of the University of Bethlehem.

• Mr. Tareq AbbasMr. Abbas is the Vice President of Business Development of APIC. He is the Vice Chairman of the Arab Palestinian Shopping Centers, President of the Palestinian Advertising Association and a board member of UNIPAL General Trading Company.Mr. Abbas started his career in 1988 with Al Waha Investment Company Canada, as an administration officer. He then moved to Greece in 1989 to work with the Consolidated Contracting Company as an administration and finance officer. During the period from 1990 to 1993, Mr. Abbas worked as a sales manager for Dana Mall Trading Company in Tunis. He then joined Abu Dhabi Investment & Credit Company as a senior credit officer in the United Arab of Emirates until 1996. He has taken several courses in events management, public relations, advertising and media, leadership, nego-tiation skills, and banking & commercial services from various international universities and institutions. Mr. Abbas holds a bachelor degree in Business Administration from Eastern Washington University, USA. He serves as a board member of the Birzeit University Friends Association and is also a member of the Young Presidents’ Organization.

• Dr. Mazen Ibrahim HassounahDr. Hassounah has over 27 years of experience in engineering, planning, advisory companies, investment companies, financial service companies and asset management in various academic and non-academic posi-tions in Saudi Arabia, Canada and the UK. Prior to his current position as the Managing Partner of Mawakher Development Company (a Project Development Company), he held the position of CEO & Managing Director of Rana Investment Company during the period from 2000 to 2008, and the position of Deputy CEO during the period from 1995 to 2000.Dr. Hassounah has been a board member of AXA Company for Cooperative Insurance since 2009 and board member of the Arab Palestinian Investment Company since 2000. He was a board member for Ettihad Etisalat (Mobily) during the period from 2004 to 2009. He was also a member of the Riyadh Chamber of Commerce,


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Investment Committee during the period from 2004 to 2009.Dr. Hassounah was awarded a PHD in planning from University of Toronto in 1992 after completing an MSc in Planning from University of Toronto in 1988 and a BSc in Civil Engineering from University of Petroleum and Minerals in 1982.

• Mr. Bassam Aburdene Representing Al-Huda Holding CompanyMr. Aburedene is the Chairman of Capital Trust S.A. and the CEO of Capital Trust Limited. Mr Aburdene has more than 30 years of experience in investment and companies’ management in the United States, Europe, the Middle East and North Africa. He has lived and worked throughout the Middle East, including Palestine, Kuwait , Saudi Arabia, Syria and Lebanon and currently resides and works in London. Mr. Aburdene was awarded his M.B.A. degree from Johns Hopkins University and a B.A. degree from University of Connecticut.


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