I/we, the undersigned (Client/Clients), hereby, declare that I/We want to estab- lish an investment relationship with Itqan Capital in order to enable me/us par- ticipate and/or obtain any or some or all of the Shari’ah compliant investment products and services defined in this agreement and its appendices and pursu- ant to the general terms and conditions contained in this agreement and/or any amendments thereon regarding the referenced investment products and services.  

1. Definitions:
   1. ”The Company”: means Itqan Capital, a closed joint-stock Saudi com- pany licensed to practice dealing in its capacity as principal, asset management, custody, advisory and arranging business pursuant to Capital Market Authority license number 07058-37 issued pursuant to CMA Council resolution number 2007-17-9 dated 09/04/2007.

 

1. 1. ”The Stock Exchange”: means a marketplace where all local dealings (sales, purchases & custody) are executed pursuant to the laws and rules organ- izing dealing in securities subject to the supervision of the Saudi Capital Market Authority and under the name and the account of the client and where all deal- ings (sales, purchases & custody) are made with other stock exchanges through licensed brokers.
   2. “The Account”: means the account opened under the name of the client or the clients with Itqan Capital pursuant to this agreement and its appendices.
   3. ”The Agreement”: means this investment account opening agreement and any future amendments thereon.
   4. “The Client”: means a natural person or his agent or delegated representa- tive or the guardians of underage (minor) or the persons whose names are men- tioned in this agreement. This definition applies on the single and plural of client.
   5. ”Investment Services”: means the services relating to dealing with one or several Shari’ah compliant investment products offered by the company.
   6. ”Business Day”: means for local investments: the day which in the com- pany, its branches and Tadawul (Saudi Stock exchange) are open for business and it means for International investments: the day which in the offices of the company, foreign brokers and dealers who are dealing with the company as well as the underlying stock-exchanges are open for business.
   7. ”Security/Securities”: means a share or participation unit or units of in- vestment funds or any document or instrument or vehicle recognized as Shari’ah Suk (legal deed) or any document evidencing ownership in the capital or assets or returns of any person or company.
   8. “Trading/Tadawul”: means purchasing and selling of a security in consid- eration for monetary value pursuant to the provision “G”.

 

1. Account Opening:

The account shall be opened with the company under the name of the client/ clients as follows:

1. 1. The age of the client must not be less than 18 Hijri years (the legal age) at the time of account opening. When the age of the client is less than the legal age, the account shall be opened under the name of the underage (minor) together with the name of his legal parent (biological father) or his guardian. The guard- ian or the custodian of the underage (minor) shall have the right to operate the account of the underage (minor) until he becomes fully mature (reaching the legal age).
   2. If the client is illiterate or blind he shall affix finger print of his left hand thumb together with his personal stamp on account opening documents provided that an educated and an adult witness known to the blind client and who can read account opening procedures, documents and agreement before the illiterate or blind client in the presence of another witness. In the event that illiterate or blind client is a female, the witness must be one of her close relatives (Mahram).

 

1. Cheques Collection:
   1. Any cheque must not be deposited or withdrawn from the client account unless by the client himself or through the delegated persons.
   2. Cheques withdrawn from accounts of third parties will not be accepted.

 

1. Nature of the Investment:

The client is aware and agrees that the company has no advisory nature when providing and offering its investment services to the client. Although the com- pany shall regularly provide the client with investment information, studies and researches about the financial markets, the client acknowledges that all sale and purchase decisions are issued by him-self alone. Accordingly, the client shall bear the responsibilities pertaining to these deci- sions and the company shall have no obligation or responsibility for the conse- quences of these decisions. The company shall not be responsible for the damage resulting from such information.  

1. Statement of Risks:

When the company executes the client’s instructions regarding purchasing and selling of securities, this shall not mean, in any manner, that the company ap- proves the investment decision of the client. The company is not obliged to in- form or remind the client regarding any risks relating to any of his investments. The company is also not obliged to provide the client with written warnings regarding high-risk transactions. The company shall not be responsible to inform or send to the client any mandates or notifications or other documents relating to the investments subject for execution. The client shall bear the responsibility regarding rights of session attendance, voting, subscription, ownership transfer and any other rights relating to any of the assets or acquisition, merger, restruc- turing, changing the legal status, custodianship, liquidation, bankruptcy or settle- ment with the creditors or any arrangements relating to any investment.  

1. Confidential Nature of the Accounts:

Itqan Capital keeps all the information relating to the client account and con- siders them confidential. The Company when requested through the applicable laws, rules and regulations may disclose such information to the concerned au- thorities.  

1. Charging of Fees, Expenses and Commissions:
   1. The company, without client prior consent, may deduct all the expenses, commissions, administrative fees, other fees and charges from client account in consideration for the investment services provided by the company.
   2. The client is obliged to pay fines in favor of Itqan Capital in the event of his failure to pay his liabilities at the specified date of payment.
   3. The credit balance of any client account shall have no interest pursuant  to the applicable rules and regulations. In the event the client opens several ac- counts with several currencies, the company shall have the right to cover any overdrawn account from any other account without any prior notification.

 

1. Guarantees and Withholding Rights:

In order to ensure payment of all the amounts entitled to the company pursuant to this agreement, the client hereby irrevocably agrees on the company’s pledge and withholding of all his properties, cash, securities or dividends in his account or any other accounts in his name. The company shall have the priority right to dispose them and the client agrees that such pledge or withholding shall be re- peated according to the need pursuant to the instructions issued by the company concerning any transaction pertaining to this agreement.  

1. Execution of Client’s Transactions:

Execution of all transactions shall be subject to the following procedures:

1. 1. All payments due to be paid by the client must be free from any clearing settlement, claims from other parties, deductions or imposed taxes. If the client is legally indebted and required to pay deductions or discounts, the amount entitled to the company must be paid in full according to the payment required to be paid by the client irrespective of any deductions or discounts.
   2. All payments pertaining to contracts related to this agreement shall be made with the currencies stated in the investment service application or speci- fied for each transaction. To accept payments in currencies different from the contract currency, their value must be equivalent, with the prevailing exchange rate, to the full amount of the entitled payments of the contract currency. When the amount to be paid is less than the amount of the contract currency, the client shall be obliged to pay the difference to avoid cancellation of the transaction.
   3. Any date for calculation of the accrued payments, or maturity date or any date having special importance pursuant to this agreement and which is not a business day, the following business day shall be the binding date.
   4. The client is aware that the company, when executing his instructions for selling the securities, executes his instructions through a third party. The client agrees that he shall not be entitled to receive sale proceeds of the securities un- less the company receives, without conditional or recourse rights, the entitle- ments resulting from the sale proceeds from the third party. In the event that  the client instructs the company to use such entitlements or any part thereof to purchase securities before their receipt from the third party and the company ac- cepted such instructions and there happened a delay in the receipt of the original sale price for any reason whatsoever, the company shall have the right either to sell what have been purchased by the new instructions or ask the client to pay the amount paid for the execution of that transaction in addition to any difference, costs, losses or additional expenses incurred by the company as result of that.

 

1. Written and Telephone Instructions:

All the instructions issued by the client to the company shall be addressed to the company by telephone or in writing by the client or through his delegated representative or his authorized persons. The company shall act pursuant to such instructions or shall take any action that it deems, upon its sole discretion, com- patible with the intended telephone or written instructions which are as follows:  

1. Written Instructions:

In the event of written application from the client whether for execution of pur- chase or sale transactions or for amendment of the instructions relating to the securities or the subscription application or redemption application pertaining to the investment funds, the application shall be received from the client and its information shall be verified, the requested transaction shall be executed and copy thereof shall be handed over to the client.

1. Telephone Instructions:

The client shall initially sign the agreement of acceptance of verbal instructions issued via telephone or fax (Appendix”1”) according to the following proce- dures:   B/1. The company shall voice record all client telephone calls to ensure under- standing of the details of his telephone instructions. B/2. An account statement shall be sent to the client on monthly basis to his ad- dress and he may request copy of the account statement during the same month. B/3. The client shall endorse the accuracy of all telephone instructions issued by him and he shall have no right to object after lapse of 15 days.  

1. Investment Account/Accounts:

  The management of the investment account shall be made according to the fol- lowing procedures:  

1. 1. The client is aware that the investment accounts pertaining to this agree- ment and its appendices shall be used to execute purchase transactions and re- ceipt of sales proceeds regarding purchasing and selling of securities. This ac- count must not be considered as current account or deposit account.
   2. Unless otherwise agreed in writing by the client and the company, all the transactions executed by the company based on the client’s instructions shall be executed on monetary basis through the account. The client agrees that, the com- pany shall have the right to reject execution of any instructions issued by him, upon its sole discretion, if the outstanding balance in the client account is not sufficient or shall become insufficient as a result of company execution of client instructions on that specified day, and the company may request the client, at any time, to deposit additional cash amount or offer any other guarantee for ensuring that the client shall implement its contractual obligations if the company deems that necessary for the protection of its interests.
   3. Joint accounts are allowed to be opened for the purposes of this agreement and its appendices upon sole discretion of the company, provided that this must not contradict any laws or regulations or instructions issued by an official author- ity in the Kingdom of Saudi Arabia.

The company, with regard to the joint account, may act upon written instructions to be signed by all the account owners or any of their delegated representatives or authorized persons or based on verbal telephone instructions by all account owners or any of their delegated representatives or authorized persons.  

1. Clearing and Settlement:

The client hereby authorizes the company with binding and irrevocable authori- zation to conduct clearing and settlement of all amounts entitled to be paid to the company or any funds or cash liquidity or securities or other guarantees un- der custody of the company. This shall include any cash collateral pertaining to any outstanding amount, selling, collection and ownership transfer of all deeds (Sukuk) and securities kept under custody of the company, from time to time, and usage of their returns to pay his indebtedness and obligations towards the company and towards third parties and which are relating to any of the securi- ties under custody of the company. This shall include company direct payment of unpaid value of such securities when and as required at the time of company selling, clearing and settlement of sales of such securities. This shall also include payment of all expenses, fees and other charges resulting from completion of purchase and/or sale of shares pursuant to the instructions of the client. The cli- ent hereby authorizes the company with binding and irrevocable authorization to take the necessary actions pursuant to the provisions of this article without recourse to him. The client hereby also agrees that the company may use any collateral provided by him or provided on his behalf for any purpose to pay  any other obligation entitled to the company after exercising clearing and settle- ment rights. The client undertakes to immediately pay the company any deficit amounts remaining outstanding after clearing and settlement of any transaction.  

1. Account Closing:
   1. The company shall have the right to close the account of the client based on its sole discretion and return back to him the outstanding balance when it faces unresolved problems relating to auditing and verification of such account and when he fails to solve such problems. In this event any outstanding transac- tions shall be cleared and settled.
   2. The company shall have the right to close the account of the client after ninety (90) days from date of its opening or upon the resolution from the Capital Market Authority or when no initial deposit is credited to the account.

                                                                                                                                                            

1. Notifications and Account Statements:

The company shall send all notifications and account statements pertaining to the client’s investments and execution of his instructions on a monthly basis to his latest address registered with the company and the client agrees to carefully and thoroughly review and verify account statements sent by the company and immediately notify the company with any discrepancies he finds in such state- ments. The accounts statements shall be considered accurate and correct unless the client notifies the company with any discrepancies within fifteen (15) days from date of their sending by the company. The correspondence sent to the cli- ent shall be considered received and handed over to the client unless the client objects in writing that he has not received them. The company may periodically transfer the original copies of such documents and notifications into electronic documents and notifications and dispose of the original documents without ob- ligation to notify the client with that. The client hereby agrees to consider all the electronic copies of company documents, notifications and any paper copies thereof as legal and valid for all purposes to the original documents and notifica- tions.  

1. Electronic Notifications and Account Statements:

The client may choose to receive the notifications and other information pertain- ing to his securities, transactions and investment account via electronic means. The company shall exert its reasonable effort to ensure that the information sent via electronic means is same as the information that would be received by the client in form of printed papers. When the client is interested to receive any correspondence or account statements or notifications pertaining to his accounts and investments via the electronic mail (e-mail), he should fill-in the appropriate section in this agreement.   The company may send any account statement or notification to the client via the electronic means or the fax to the latest address of the client as registered in the company and the client must regularly update his personal information with the company. The notifications shall be considered received and handed over in the date and time of their transmission. The company shall not be responsible for any instructions issued by the client unless the company actually receives them. The client must notify the company in writing through its post office box imme- diately with any correspondence that he sent to the company and not received by it or he suspects company receipt thereof.  

1. Postal Address and Telephone Numbers:

With the observation of the provisions of article 14 of this agreement, all printed account statements, notifications and other correspondence issued by the com- pany and addressed to the client and pertaining to his account/accounts shall be sent to his postal address specified in this agreement or any of its appendices or to any other address as the company may be notified with it in writing. The client shall be responsible, at all times, to provide the company with his accurate postal address and telephone number and he shall also be responsible to immediately inform the company with any change in his postal address or telephone number. The client shall be responsible, at all times, to notify the company when he does not receive his account statements or any correspondence. When the client fails to inform the company in writing that he has not received his account statements or company notifications, this shall be considered an evidence of his receiving them. The client hereby expressly assigns regarding any claim against the com- pany that may arise due to the failure of the company in contacting him whether by the failure of the client to provide the company with his accurate and correct postal address or when he specifically notifies the company that he is not inter- ested to receive any postal correspondence including account statements and company notifications relating to his accounts and investments. In this event, the client hereby agrees to compensate the company and declares that the company is not responsible for any damage or loss resulting directly or indirectly from failure of the company in providing the client with account statements or noti- fications or other information relating to his accounts or investments including without limitation the claims resulting from inability of the client to respond or request correction of any mistakes or alleged mistakes in any of such statements or other information and the client hereby assign all his rights and claims in this respect.  

1. Agencies and Delegated Agents:

The client is fully aware and agrees that when he sends a an authorization to  the company wherein he delegates an agent to act on his behalf to operate his investment account and give instructions to the company regarding purchasing and/or selling of securities and other financial instruments. This delegation shall be a notification and authorization to the company to approve accepting such delegation which shall be valid and enforceable up till the company receives from the client or his successor or the legal (Shari’ah) representative as a result of his death or lack of legal capacity or upon solvency or liquidation or otherwise which would happen to the client irrespective of any public order or written notification canceling such delegation (agency). Accordingly, the client undertakes to compensate the company for any losses incurred by the company due to any claims or other entitlements paid or borne by the company based on its dependence on that delegation, and hence operation of the investment account and purchasing and/or selling of securities and other financial instruments based on the instructions received by the company from the client agent named in that delegation (agency).  

1. Appointment of the Company as Agent for the Client:

The client hereby appoints the company to act on his behalf and with full au- thorization, delegation and agency that realizes conduct of his duties in his ca- pacity as principal with regard to the investment products and services includ- ing signature and handover of any documents and receipts that the agent deems necessary to finalize purchasing and/or selling of securities or obtain and receive profits, commissions, payments and/or issued securities on behalf of the client. The signature of any document required pursuant to this agency may be made by any employee working with the company. The agency delegated to the company pursuant to this agreement shall remain valid and enforceable as long as the investment account is operating.  

1. Compensations and Deficiency Events:

The client hereby acknowledges and declares that the company is acting on his behalf and according to his instructions and all purchasing and selling transac- tions pertaining to the underlying securities are for the account of the client and he himself bears their risks. Therefore, the client hereby agrees to compensate and discharge the company, its managers, employees and laborers from any re- sponsibilities, obligations, damages, costs, expenses whatsoever which would be borne by the company or any of its managers, employees and laborers and resulting from this agreement at any time and for any reason including without limitation holding and dealing with assets, selling and purchasing of assets by dealers or brokers or directly from the purchasers or sellers and relating to the investment account or by reason of offering banking services based on the re- quest of the client in implementation of this agreement unless such obligations, responsibilities, losses, claims and costs are due to deficiency resulting from violation of the terms and conditions of this agreement by the company, its man- agers, employees and laborers.   The following shall be considered deficiency from the part of the client:

1. When the client fails to pay any amount due to be paid pursuant to this agreement.
2. When the client fails to perform any of his obligations, at the specified

time, as required pursuant to this agreement.

1. When the client does not adhere to any warranty or undertaking or affirma- tion contained in this agreement or any other document issued pursuant to this agreement or such warranty, undertaking and affirmation was incorrect or proved to be incorrect in any manner or has been made on subsequent date and proved to be incorrect in any manner under the conditions prevailing on that date.
2. When the company unilaterally decides that the collateral required pursu- ant to this agreement has become, totally or partially, ineffective or unenforce- able and no longer has the priority right specified according to this agreement.
3. When the company unilaterally decides that the agent execution of some or all of his obligations under this agreement has become illegal or would be- come illegal or violating any instructions issued by any authority in any country and whether such instructions have the legal validity or not.
4. If a legal verdict or any other legal proceeding or legal action is imple- mented or imposed or expected to be imposed regarding any other collateral provided by a third party.
5. If a legal verdict or any other legal proceeding or legal action is imple- mented or imposed or expected to be imposed regarding any other asset belong- ing to the client (or belonging to any of its branches, if it is an artificial person) and which was not stopped or settled within seven business days.
6. When the client freezes his major business activities or transfers them to a third party or liquidates them partially or totally.
7. Client bankruptcy or solvency or when he faces financial difficulties or when he requests liquidation of his business or when a legal liquidator is ap- pointed to liquidate his business or in the event of his inability or death or upon any change in his business which, in the company’s sole discretion and opinion, is considered genuine and negative change.
8. Merger of the client with another establishment or company or when he re- structures his establishment or company or when there occurs substantial change in the ownership of the company or the establishment or change in the major capital shareholding or change in the management rights which, in the company’s sole discretion and opinion, is considered rational reason to weaken client’s ability to implement his obligations pursuant to this agreement.
9. Any breach or violation from the part of the client with regard to any credit facilities or any breach or violation of another contract or agreement where he is a party with a financial institution or any breach or violation from his part regarding any other contract singed with a legal entity which in company’s opin- ion carries or would carry in its consequences genuine and negative impact on the ability of the client to implement the provisions of this agreement.

 

1. Verification and Authentication of Signatures:
   1. The client shall provide the company with the authorized signatures au- thenticated by him to give instructions relating to his account. The company shall keep such authorized signatures in its records up till it receives written notification requesting their change. The latest authorized signatures kept in company records shall be the approved ones and binding to the client.
   2. The client bears any damages resulting from forgery of the authorizations and power of attorneys provided to the company by him or his authorized agents and he also bears any distortion of facts or their credibility or accuracy and valid- ity of such authorizations, power of attorneys or instructions or any difficulty in verifying their creditability unless that is due to the negligence or misconduct by the company.

 

1. Account Freezing:

With observation of the regulations relating to accounts freezing, the following procedures shall be followed:

1. 1. Upon expiry of any identification document of the Saudis and/or an ar- tificial persons and entities, the company will freeze all accounts after lapse of ninety (90) days from expiry date of the identification document of the client or the resolution of the Capital Market Authority unless he submits renewed identi- fication documents.
   2. Upon expiry of any residence permit of non-Saudi clients or diplomatic card for diplomats or the passport for GCC citizens, the company will freeze their accounts unless they submit renewed identification documents. After lapse of one hundred eighty (180) days from expiry date of the identification docu- ment of the client or the resolution of the Capital Market Authority, the account shall be closed and its balance shall be transferred to unclaimed balances and the company will observe satisfaction of the client’s outstanding obligations during and after this period.
   3. In the case of joint accounts, whether their operation is made by one single signature or joint signatures, the company shall have the right to freeze them when the identification document expire for any of the account holders.
   4. When the company is notified by death or legal incapacity or bankruptcy of a client pursuant to a legal action, the company shall freeze the account and/ or the accounts of the client and it shall withhold all his funds, collaterals and properties that are or shall be outstanding in that account or under the custody of the company in his name unless an official agent is appointed for him by the concerned authorities after submission of the documents necessary for activation of the account.

 

1. The Termination of the Agreement:

This agreement and the agreements connected with it, are of continuous nature. This agreement may be terminated with the following:

1. 1. Any party, (the company or the client), may terminate this agreement at any time by giving the other party a written notification prior thirty (30) days from date of its termination, provided that termination of this agreement shall not affect any of the outstanding obligations relating to this agreement and provided that the provisions of this agreement shall remain valid until the other party is discharged from all of his obligations pursuant to this agreement.
   2. When any of deficiency events specified in article 19 of this agreement oc- curs, the company may terminate this agreement without the need to inform the client. In this event all amounts due together with the expenses and losses must be paid pursuant to the provisions of paragraph “C” below. All client obligations that require payment of additional payments pursuant to this agreement except what has been stated in paragraph “C” below must be settled prior to the termina- tion of this agreement without prejudice to other company’s rights resulting from this agreement.
   3. In the event of termination of this agreement, the company shall prepare final statement including the amounts that must be paid by each party so as to be finally settled and this statement shall also include all the entitlements per- taining to the outstanding transactions. The calculation of these amounts and entitlements shall be made using the prevailing market prices, the present value, and the recognized market standard customs and practices. The statement shall also include respective commissions and all the amounts must include without limitation unpaid amounts entitled to be paid by the client before and/or after termination date of this agreement including the charges or the fees or the fines or any other expenses incurred by the company as a result of termination of this agreement including the legal fees, collection fees or any other additional fees that may be borne by the company to cover or satisfy its obligations towards other clients resulting from such transactions.
   4. When the client becomes unable to pay the amounts entitled on him or satisfy his obligations pursuant to this agreement and when the company has no rights as contained in paragraph “C” above the client, with his sole discretion, may suspend any other obligation resulting from this agreement.

1. 1. The obligations of the parties resulting from the transactions executed pursuant to this agreement, shall remain binding and enforceable up till after termination date of this agreement.

 

1. The Broker/Brokers:

The client hereby agrees that the company shall act through company’s broker/ brokers, agent and/or custodian for client’s securities and any other financial in- struments pertaining to his investment account with the company. The company may register or may request issue of all client securities under his name or the name of his delegated representative or his appointed representative. The com- pany may also keep them in a form that would facilitate transfer of their owner- ship provided that they may appear in company records under ownership of the client and the client shall bear all the risks involved with all the transactions    of his account. Accordingly, the company may register client’s securities and other financial instruments under the name of the company’s representative or any other party that would keep client’s securities and savings under its custody. The client agrees to keep in his investment account any acceptable securities   or other financial instruments under his ownership. The client may also add se- curities or other financial instruments in his investment account by delivering them to the company’s custodian. The client also agrees that the company or its representative or its authorized broker may keep some amounts for the payment of taxes legally entitled to the concerned government authorities immediately upon selling of any securities or other financial instruments pertaining to his investment account. Based on the client’s instructions and in order to activate transactions of purchas- ing and selling of securities, the company may obtain services of a broker or brokers from time to time as the need may require. When the company fails or stops complying with its contractual obligations with the broker or the brokers due to any breach from the part of the client or client bankruptcy or default in payment or satisfaction of his obligations, the client shall compensate the com- pany for all the charges and fees resulting from such acts. The company shall exercise due diligence for the selection of the broker (or any bank, correspondent banks or any agent/agents or custodian/custodians and any other parties) that assist the company, from time to time, to execute any of the client’s instructions. The company shall not be responsible for any losses or compensations or claims or expenses incurred by the client due to failure of any of the above-mentioned persons in performing his duties properly or during the specified or required period. The company’s obligation shall be limited in exerting reasonable effort in order to ensure that the above-mentioned persons rectify any mistakes from their part. In order to protect the client, the client hereby agrees to deliver all his correspondence and conduct all his communications relating to purchasing of any security for his personal account through the company responsible officials and not directly through the broker/brokers.  

1. Rejection or Suspension of Transactions Execution:

Without prejudice to company rights to reject providing the client with specific services or reject to respond or pay pursuant to client instructions, the client is aware, accepts and agrees, with his sole discretion, that the company may not be able or may reject executing his instructions in the following events:

1. When the company decides that the transaction is considered or may be considered contradicting or violating any applicable rule, regulation or law.
2. When the client has no or shall have no outstanding balance in his invest- ment account/accounts in the day of transaction execution.
3. When in the day of transaction execution there exist no sufficient shares or

any other securities in the client investment account.

1. In circumstances out of company control including without limitation government restrictions, war, riots, natural disasters, market or trading closing or suspension or any fluctuations or any event of this nature (force majeure) which impede execution of the transaction from the part of the company.
2. The client also agrees that the company may reject keeping or purchasing any shares or securities if their value is not fully paid or there result or would re- sult obligations or claims in connection with them unless the client deposit with the company a sum of money that the company consider, with its sole discretion, sufficient to ensure full payment for the value of such shares or securities or suf- ficient to cover such obligations or claims.
3. The client also agrees that the company may reject purchasing securities not approved by the company Shari’ah Board.

 

1. Disputes Settlement:

When there arises a dispute between the parties (the company and the client) and they fail to settle it amicably or through arbitration committees, the dispute shall be referred to Securities Dispute Settlement Committee to be settled pursu-   ant to Capital Market Authority Law issued by the royal decree # M/30 dated 2/6/1424H or by any other concerned party. The committee decision shall be final, binding and will not be rejected by any party. Such decision shall be final and enforceable on the client inside and outside Kingdom of Saudi Arabia upon sole discretion of the company and the verdict of the court of specialization despite the fact that there is no agreement with the Kingdom that provide for such enforcement. The client also expressly declines to make any defense due to lack of such agreement.  

1. Complaints:

Based on the laws applicable in Kingdom of Saudi Arabia, Itqan Capital under- takes to address all complaints received from the clients in the best and timely manner.  

1. Conflict of Interests:

The client agrees that the company shall act for his interest pursuant to the provi- sions of this agreement when dealing with any persons or parties related to the company including without limitation company branches, sister companies and subsidiaries, and this would involve material benefit to the company from the dealings or the investments. This interest or any other benefit does not need to be disclosed to the client. These material interests and related persons and entities may include without limitation the following:

1. 1. A person or an entity who is or who have been sponsor or financial advisor of the securities issuer or a company related to the group of the securities issuer during the previous twelve months.
   2. A person or an entity who is or who have been, during the previous twelve months, acting as an underwriter or in any other capacity relating to purchase or issue of new securities or any other transaction involving the securities issuer.
   3. A person or an entity published or is intending to publish a recommenda- tion and other materials relating to the respective securities.
   4. A person or an entity who owns (or has clients who own) shares, other

securities or specific portion thereof.

1. 1. A person or an entity who evaluates or deals with the respective securities or any investment pertaining to them.
   2. Manager of an investment fund or any investment belonging to it.
   3. A person or an entity who obtains payments and other benefits according to special arrangements in consideration for brokering transactions for the inves- tee company.
   4. A person or an entity that has any relationship with the issuer of the securi- ties by any means.

The company shall observe avoidance of any intended conflict of interest be- tween it and its clients in a manner contradicting the laws and regulations of the Capital Market Authority.  

1. Amendment of the Agreement Provisions:

The company shall have the right to amend or change or add any terms or condi- tions in connection with this agreement via electronic notifications or any other notifications to be provided to the client. The client shall be considered accept- ing the amendments to this agreement if he has not submitted in writing, to the company postal address, any evidence indicating rejection of such amendments within thirty (30) days from date of sending such notifications. If the company avoided exercising any of its rights or provisions contained in this agreement and continued with such an act, this, shall not constitute in any manner, at all times, an assignment of any of these rights and privileges. If the company refrained from asking the client to perform any of the terms & conditions of this agreement, this, shall neither nullify the entire agreement nor make any provision herein, null and void and shall not be considered as assign- ment or abstaining from the company’s side. This agreement represents the entire understanding between the client and the company regarding its subject matter and the client shall have no right to transfer its rights and obligations pursuant to this agreement unless after obtaining prior written approval from the company.  

1. Requirements of Legality:

The client, if he is representing an artificial person i.e. joint-stock company or limited liability company or any other artificial person, agrees and considers this agreement together with its entire terms and conditions as binding agreement and he also agrees that this agreement shall not automatically expire upon his solvency or liquidation or at death of any of his shareholders or solvency or liquidation of a partner or shareholder whenever such partner is an artificial per- son. Notwithstanding the above-mentioned provision, the company has the right, upon its sole discretion, to stop the tasks and the investment services or abstain from receiving instructions relating to them until it receives judicial order or singed instructions from the remaining partners or the inheritors or successors or company managers or personal representatives or heirs with clear directive. When the company is informed in writing with the death or incapacity of the client, the company shall have the right and since it shall not be obligated unless by the applicable law to stop dealings in the investment account until it receives appropriate documents from the court or the concerned authority and instruc- tions signed by the legal representative or the deceased client inheritors in addi- tion, if appropriate, instructions signed by the persons remaining as investment owners. Stoppage of dealing in the investment account means not disposing of any of the assets by selling or purchasing or any investment action and they shall remain as they are before the notification irrespective of the profits or losses that may occur to the assets of the investment account. If the death notification is delayed and made after the actual death date and client incapacity, all the actions made by the company based on the outstanding instructions of the client or the remaining investment owners during that period including sale, purchase, invest- ment actions, or any other related tasks pertaining to the investment shall be cor- rect, proper and binding to the client heirs or any party inheriting the outstanding assets of the investment account. When the investment account is a joint account, the outstanding balances and other assets in the investment account are jointly owned by the account owners and the company may act according to the out- standing instructions.  

1. Language:

The Arabic language shall be the basic language for the interpretation of these terms and conditions and any other agreement signed by the company and the client. The Arabic version of the signed agreement together with its appendices, shall be considered the basic reference in the event of resorting to disputes set- tlement, God forbids, and the English version of the agreement is just literal translation of the agreement to assist foreign client to understand the executed Arabic version and it shall not be considered in disputes settlement and legal proceeding inside and outside the Kingdom of Saudi Arabia.  

1. The Governing Law:
   1. This agreement is governed and shall be interpreted according to the valid laws applicable in the Kingdom of Saudi Arabia in a manner not contradicting Islamic Shari’ah principles and shall be also subject to the investment regulations issued and amended from time to time by the Capital Market Authority or any other concerned authority.
   2. Any reference to timing in this agreement shall be interpreted based on the Gregorian calendar.
   3. If any part of this agreement is considered incorrect, this shall not repre- sent partial defect hindering execution of the remaining parts of this agreement.

 

1. Client Choice in Dealing:

The client has the right in his dealing with the company to follow one ore more of the following methods:

1. 1. Present his investment instructions in writing to company head-office or

any of its branches.

1. 1. Send his instructions to the company via telephone/fax. In this event he needs to sign Instructions Acceptance Authorization via Telephone and Fax at- tached to this Agreement as Appendix “1”.

 

1. Client Undertakings and Warranties:

The client acknowledges and undertakes to abide with the following:  

1. 1. The client acknowledges that he read and understood all the terms and conditions of this agreement and its respective appendices which have been exe- cuted by both parties (the company and the client) and he also acknowledges that he understood the nature of his obligations and all the rights pertaining to both parties. The client acknowledges that he is aware of his responsibility regarding understanding of this agreement and the terms and conditions of the transactions which shall be executed by the company and he shall take all the actions and ar- rangements necessary to realize targeted benefits of such transactions.
   2. The client acknowledges and explicitly agrees that he read and under- stood all the laws, regulations and restrictions pertaining to investment in listed shares of Saudi companies and other securities traded in Tadawul (Saudi Stock- exchange). The client also agrees that he is obliged to keep himself abreast of changes in these laws and regulations and he is explicitly and irrevocably bound to the laws, regulations and restrictions issued by the Capital Market Authority.
   3. The client acknowledges that by his signature on this agreement he shall adhere to the conditions of the transactions pertaining to investing in the securi- ties or to provide protection to him from exchange rate fluctuations and/or the prices of the capital markets which would negatively affect his business. There- fore, he must ensure that the services that he is interested to benefit from them and provided pursuant to this agreement are suitable with the objectives he wants to realize by entering this agreement.
   4. The client is aware with the risks that would result due to the investment transactions or services pertaining to this agreement. These risks would include possibility of investment exposure to sharp fluctuations in the prices which would cause immense losses and therefore he acknowledges that any losses re-sulting from transactions relating to purchasing and selling of securities may be fatal and he is also aware that under certain market circumstances, it would be difficult or impossible to liquidate any investment with the objective of stopping losses.

1. 1. The client acknowledges that he has experiences with types of the services provided pursuant to this agreement and accordingly he acknowledges that, he is aware of the practices and procedures applicable in the markets of such services. The client also acknowledges that he has the financial ability and is aware and ready to shoulder the risks pertaining to these services.

The client also acknowledges that he has the financial ability and is aware and ready to shoulder the risks pertaining to these services. The client understands and agrees that he shall personally shoulder any potential risks and the company shall not bear any responsibility towards any losses whatsoever that incurred by the client.

1. 1. The client acknowledges and confirms that the information provided by him and incorporated in Client Information Appendix attached with this agree- ment including any amendment or changes approved by him according to the established standards and practices shall be considered, from all aspects, correct and reliable. The client agrees to inform the company in writing whenever there is any change that may occur to his personal information.
   2. The client acknowledges that his obligations pursuant to this agreement shall be considered legal, binding and enforceable pursuant to the respective terms and conditions and that he signed this agreement and accepted to adhere to all its terms and conditions.
   3. The client acknowledges, accepts and agrees that he is not allowed pursu- ant to this agreement to practice any illegal, restricted or unacceptable activity pursuant to the Saudi rules and regulations by using his account/accounts with the company to churn price of any security or any share or disseminate any rumors or unreliable or incorrect information and/or involve in any suspected trading of securities resulting from recurring selling and repurchase with the objective of reducing price of a security or many securities or churn its price for his interest or the interest of another dealer in the market.
   4. The client is aware and agrees that such practices endanger and harm the public interest and the Saudi stock exchange and constitute prohibited activities and he is not allowed to practice them at any time. The client is not permitted to use his account/accounts for any illegal purposes or actions harmful or disturb- ing or defaming or degrading reputation or threatening and abusing third parties. The client shall not use the services provided by the company to solicit company clients or other clients and he is aware that he is not allowed to download or dis- seminate or distribute any information or computer software or any other printed materials or sent through the company and protected by any patent right or intel- lectual property rights.
   5. The client also acknowledges the following:
      1. He is not among the persons officially prohibited from dealing.
      2. He shall be legally accountable before the concerned authorities re- garding the legal nature of the funds deposited in his account whether by him personally or through another person with or without his knowledge and he shall also be legally accountable whether he disposed of such funds later or he did not dispose them or when he fails to officially inform the company with such funds.
      3. The funds deposited in his account are from legitimate sources and he shall be responsible that such funds are not forged funds.
      4. He is responsible to periodically update his personal information each Gregorian year starting from date of account opening or when the company asks him for such updating.
      5. He undertakes to renew his identification documents before their ex- piry and he also acknowledges that in the event of his failure to renew his iden- tification documents, the company shall have the right to freeze his investment account.

  In the event that the client is an artificial person, the client acknowledges and undertakes to abide before the company with the following:  

1. It is established pursuant to the standard procedures, laws and regulations of the Kingdom of Saudi Arabia and he has sound financial position under these laws and regulations.
2. It has the authorities to execute this agreement and its receptive appendi- ces and it has taken all the necessary arrangements and actions required for the execution, delivery and performance of all the obligations resulting pursuant to this agreement provided that such arrangements and actions shall not breach or violate any valid law applicable to it or any binding provision pertaining to any related documents or

any legal order or legal verdict or any rulings issued from government authority.

1. That the person or the persons singed this agreement and the subsequent transactions based on it have the delegation and the authorities to act on its be- half according to the standard procedures.
2. It is not a party in any pending litigation with third party that would affect performance of its obligations or its ability to implement its obligations pursuant to this agreement.
3. It has obtained all necessary government approvals and other approvals required to execute this agreement and comply with and implement the provi- sions and such approvals.
4. All the warranties, undertakings and other information contained in this agreement and the financial information and statements submitted to the com- pany to encourage it enter into this agreement are correct, comprehensive, com- plete and he is fully responsible for them.

  Accordingly, I accept all the terms and conditions of this agreement and its ap- pendices which shall govern my relationship with the company and to act ac- cordingly. In witness thereof, I put my signature hereunder. Allah is the guide to success.