Madinaty Master Plan - Talaat Moustafa Group

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATESNone of the Shares offered in the International Offering have been or will be registered under the Securities Act, orwith any securities authority of any state of the United States, and the Shares may not be offered, sold, pledged orotherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and in compliance with any applicable state securities laws. The Shares are onlybeing offered pursuant to exemptions from, or in transactions not subject to, registration under the Securities Act,including (i) in the United States only to qualified institutional buyers in reliance on the exemption from theregistration requirements of the Securities Act provided by Rule 144A or another exemption from the registrationrequirements of the Securities Act, and (ii) outside the United States only in offshore transactions, as defined in, andin accordance with, Regulation S. Prospective investors are hereby notified that sellers may be relying on theexemption from the registration provisions of Section 5 of the Securities Act provided by Rule 144A or anotherexemption from the registration requirements of the Securities Act. For certain restrictions on sales and transfers ofthe shares, see “Selling and Transfer Restrictions”.NOTICE TO NEW HAMPSHIRE RESIDENTS ONLYNEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HASBEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA”) WITHTHE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTEREDOR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THESECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B ISTRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANEXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THATTHE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT ISUNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMEROR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.AVAILABLE INFORMATIONSo long as any Shares of the Company are “restricted securities” within the meaning of Rule 144(a)(3) under theSecurities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) of theU.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor exempt from reporting pursuant toRule 1 2g3-2 (b) under the Exchange Act, furnish, upon request, to any holder or beneficial owner of such restrictedsecurities, or any prospective purchaser designated by any such holder or beneficial owner, the information requiredto be delivered to such persons pursuant to Rule l44A(d)(4) under the Securities Act. In such cases, the Companywill also furnish to each such holder or beneficial owner all notices of shareholders’ meetings and other reports andcommunications that are generally available to the shareholders of the Company.ENFORCEMENT OF ARBITRAL DECISIONS AND CIVIL LIABILITIESEach of the United Kingdom, the United States and Egypt is a party to the United Nations (New York) Conventionon the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the “New York Convention”).Consequently, Egyptian courts should recognise and enforce in Egypt a valid arbitral award made in the UnitedKingdom or the United States, on the basis of the rules of the New York Convention, subject to qualificationsprovided for in the New York Convention and compliance with Egyptian procedural regulations and arbitration law.However, in practice, it may be difficult to enforce arbitral awards in Egypt due to:(i)(ii)(iii)the relative limited experience of Egyptian courts in enforcing international commercial arbitral awards;the Egyptian courts’ inability or unwillingness to enforce such awards; orlegal grounds (for example, the concept of “public order”) and/or technical grounds (for example, the lack ofcapacity of the parties or the invalidity of an arbitration clause).In addition, the Company is, and TMG is comprised of, Egyptian joint stock companies and the shareholders’liability therein is limited to their capital contributions. All executive officers and a majority of the directors of theCompany are residents of Egypt. All or substantially all of the assets of TMG are located outside the United Statesand the United Kingdom. It may not be possible for investors to effect service of process within the United Statesand the United Kingdom upon the Company or such persons or to enforce against any of them judgments obtainediii