AGREEMENT ON DELIVERY OF CASH FUNDS FOR INVESTMENTS
MT 103 Cash Transfer via Ledger to Common Account No:
PTRII 657/24 TRANSACTION CODE: 090824SD-DS-003
This AGREEMENT ON DELIVERY OF CASH FUNDS MUTUALLY AGREED TO ENTER INTO THIS
AGREEMENT ON INVESTMENT – HUMANITARIAN FUNDING VIA: MT 103 Cash Transfer via Ledger to
Common Account (hereinafter referred to as “AGREEMENT”) is made and effective on this:
September 11th, 2024
BETWEEN:
“FIRST PARTY OR PARTY A” with full legal and corporate authority to sign this
SENDER’S – FIRST PARTY
SENDER’S BANK COORDINATES:
COMPANY NAME: KINGDOM INVESTMENT CORPORATION LIMITED
COMPANY ADDRESS: LEVEL 7, K11 ATELIER, VICTORIA DOCKSIDE, 18 SALISBURY RD., TSIM SHA
TSUI, HONG KONG
REGISTRATION NO: 2142990
REPRESENTED BY: HASSAN OMER ARTEH
PASSPORT NO.: D00014781
PLACE OF ISSUE: SOMALI
DATE OF ISSUE: 30 NOVEMBER 2021
DATE OF EXPIRY: 29 NOVEMBER 2026
NATIONALITY: SOMALI
BANK NAME: DEUTSCHE BANK
SWIFT DEUTDEFFXXX
ACCOUNT NAME: KINGDOM INVESTMENT CORPORATION
ACCOUNT NUMBER: DE72500700100613341717
BANK OFFICER: ALEXANDER ILEGEN
And
“SECOND PARTY OR PARTY B” with full legal and corporate authority to sign this Agreement,
hereinafter referred to as “SERVICE PROVIDER / RECEIVER”:
COMPANY NAME: Cremades & Calvo-Sotelo Abogados, S.L.P.
Calle Jorge Juan 30, Madrid 28001 Spain
COMPANY ADDRESS:
REGISTRATION NUMBER:
REPRESENTED BY: Alberto Abraham Gozlan Levy
PASSPORT N°: PAO075449
PASSPORT ISSUE DATE: 28 June 2022
PASSPORT EXPIRY DATE: 28 June 2032
COUNTRY OF ISSUE: Spain
BANK NAME: HSBC Bank PLC
BANK ADDRESS: 8 Canada Square, London, E14 5HQ, United Kingdom
BANK SWIFT CODE: HBUKGB4B
BANK ACCOUNT NUMBER: 200 93 211
ACCOUNT NAME: Alberto Abraham Gozlan Levy
BANK OFFICER NAME: Ms. Pam Kaur, Group Risk Officer
BANK OFFICER EMAIL: Furnished upon request. Sent bank officer bio to Sending Team)
BANK PHONE: +44 20 7991-8888
IBAN: GB12HBUK40126120093211
WHEREAS, are individually known as Sender and Receiver and jointly known as Parties; and
WHEREAS, Sender is holding an account with cash funds to be transferred to RECEIVER designated
account via IP/IP Code Server aiming at investments; and
WHEREAS, Receiver is ready, willing and able to receive said cash funds into its designated account
via IP/IP Code Server and to execute the distribution and transfer of said received funds to
designated parties and bank accounts via IPIP, in accordance to the terms and conditions in this
Agreement; and
WHEREAS, Receiver has further made arrangement with a third party (hereinafter referred to
as Facilitator), to facilitate the execution of the said delivery of cash funds for investments and
Receiver and Facilitator shall authorize and instruct their designated Trustee to receive said funds
and proceed on the agreed distribution and transfer of cash funds, in accordance to the terms and
conditions in this Agreement;
NOW, THEREFORE, it is agreed as follows:
FIRST PARTY’s Statement
SENDER represents and warrants that it has full corporate responsibility permission to enter into this
AGREEMENT. It hereby declares under penalty of perjury that the funds are good, clean, clear, and
free of non-criminal origin, and are free and clear of all liens, encumbrances and third-party interest.
By signing this AGREEMENT, SENDER represents and warrants that it is giving to RECEIVER and its
designated parties, full details of the operation, bank details, people direct contact details in order
that the receiver has full legal authority to download said cash funds via ID/IP Code Server
and distribute and transfer cash funds via IPIP, as per agreed terms and conditions in this
AGREEMENT.
DETAILS OF TRANSACTION
INSTRUMENT: MT 103 - CASH TRANSFER Via LEDGER to COMMON ACCOUNT
TOTAL FACE VALUE: 100,000,000,000 EUROS with R&E
FIRST TRANCHE 100,000,000.00 EUROS with rolls and extensions.
SECOND TRANCHE
THIRD TRANCHE
FOURTH TRANCHE
FIFTH TRANCHE
SIXTH TRANCHE
FOLLOWING TRANCHES IN ACCORDANCE BY PARTS
PAYMENT: PAY BY SWIFT MT103 CASH TRANSFER
It’s understood that the amount and timing of tranches are defined
between
NOTE: the bank officers and set by the Euro-Zone banking rules and
regulations. PAYMENT WITHIN 5 BANKING DAYS AFTER
DOWNLOADED.
PROCEDURES:
Parties will execute, sign and seal this Agreement, which thereby automatically becomes a full commercial
recourse contract. Sender banker to send message to Receiver banker that it is RWA to send to Receiver.
UPON RECEIPT OF THE FULLY COMPLETED AND DULY SIGNED CONTRACT FROM RECEIVER BY THE SENDER,
SENDER MUST UPLOAD FUNDS DIRECTLY INTO THE RECEIVER’S COMMON ACCOUNT, AND PROVIDE THE
SCREENSHOT OR TRANSACTION SLIP COPY..
Then RECEIVER banker shall locate the funds and Receiver shall provide a Payment Guarantee Letter and
send PGL to sender. Upon receiving and authenticating PGL, the SENDER shall provide the transaction slip
with full set of codes to receiver to download the funds. WITHIN 5 BANKING DAYS AFTER DOWNLOADED,
RECEIVER BANK IS RESPONSIBLE TO BLOCK THE FUNDS AND SHALL DISTRIBUTE FUNDS TO THE
BENEFICIARIES BY SWIFT MT103, AS PER THE IMFPA (PGL).
The Receiver hereby agrees and confirms that the Sender is to provide him with a copy of server slip
OR SCREENSHOT only. No other documents will be required by the Receiver from the Sender during
fulfillment hereof.
NON-SOLICITATION. RECEIVER hereby confirms and declares that SENDER, its associates
or representatives or any person or persons on its behalf has/have never been solicited by any party, its
shareholders or associates or representatives in any way whatsoever that can be construed as
a solicitation for this transaction or for future transactions.
Any delay in or failure of performance by either party of their respective obligations under this
agreement shall constitute a breach hereunder and will give rise to claims for damages if, and to the
extent that such delays or failures in performance are not caused by events or circumstance
beyond the control of such party.
The term “Beyond the Control of Such Party” includes Act of War, Rebellion, Fire, Flood, Earthquake or
other natural disasters. Any other cause not within the control of such party or which is by
exercise of reasonable diligence, the party will be unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES.
REPRESENTATIONS
Organization. It is duly organized, existing and in good standing under the laws of its jurisdiction of
formation with all requisite power and authority to enter into this Agreement, to perform its
obligations hereunder and to conduct the business of the Program and the Subsidiaries.
Enforceability. This Agreement constitutes the legal, valid and binding obligation of such party
enforceable in accordance with its terms.
Consents and Authority. No consents or approvals are required from any governmental authority or
other Person for it to enter into this Agreement. All action on the part of such party necessary for the
authorization, execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby by such party, have been duly taken.
No Conflict. The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or assets
are bound or any law, rule, regulation, order or decree to which it or its properties or assets are
subject.
Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own attorney,
accountant or other professional advisor in connection with the execution of this Agreement. The
Parties shall do so in respect of each other and under this Agreement written conditions.
MISCELLANEOUS Notice(s). Any modifications, amendments, addendums or follow on contracts will
be executed by the two authorized signatories respectively. When signed and referenced to
this Agreement, whether received by mail or facsimile transmission as all and any facsimile or
photocopies certified as true copies of the originals by the Parties hereto shall be considered as an
original, both legally binding and enforceable for the term of this Agreement.
Specific Performance; Other Rights. Parties recognize that several of the rights granted under
Agreement are unique and, accordingly, the Parties shall, in addition to such other remedies as may
be available to them at law or in equity, have the right to enforce their rights under this Agreement
by actions for injunctive relief and specific performance.
Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and
other documents referred to herein (which form a part hereof), constitutes the entire agreement of
the Parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings between them as to such subject matter and all such prior agreements and
understandings are merged herein and shall not survive the execution and delivery hereof. In the
event of any conflict between the provisions of this Agreement and those of any joint ventures
agreement, the provisions of the applicable joint venture agreement shall control.
Amendments. This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of Sender and Receiver.
Severability. If any provision of this Agreement shall be held or deemed by a final order of
a competent authority to be invalid, inoperative or unenforceable, such circumstance shall not have
the effect of rendering any other provision or provisions herein contained invalid, inoperative
or unenforceable, but this Agreement shall be construed as if such invalid, inoperative or
unenforceable provision had never been contained herein so as to give full force and effect to the
remaining such terms and provisions.
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or more such
counterparts have been signed by each of the Parties and delivered to each of the Parties.
Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with
the laws of the Kingdom of England.
Waiver of Jury Trial. The Parties hereto hereby irrevocably and unconditionally waive trial by jury in
any legal action or proceeding relating to this Agreement and for any counterclaim therein.
Arbitration. Every attempt shall be made to resolve disputes arising from unintended or inadvertent
violation of this contractual agreement as far as possible amicably. In the event that adjudication is
required, local legal process shall be preceded according to the principal of the ICC as above
indicated. Where judicial resolution is not thereby achieved, this matter shall be settled by the ICC
itself and the decision of which the Parties shall consider to be final and binding. No State court of
any nation shall have subject matter jurisdiction over matters arising under this Agreement.
No Rights of Third Parties.(I) This Agreement is made solely and specifically between and for
the benefit of the parties hereto and their respective members, successors and assigns subject to the
express provisions hereof relating to successors and assigns, and (II) no other Person whatsoever
shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account
of this Agreement as a third party beneficiary or otherwise.
Survival. The covenants contained in this Agreement which, by their terms, require performance
after the expiration or termination of this Agreement shall be enforceable notwithstanding the
expiration or other termination of this Agreement.
Headings. Headings are included solely for convenience of reference and if there is any
conflict between headings and the text of this Agreement, the text shall control.
Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency in
which Sender transferred the investment fund (Article III; Section 3.0.5.; (b)). In addition, all
calculations pursuant to this Agreement and any joint venture agreement shall be based on
ICC regulations
SIGNATURES OF THE PARTIES
SENDER: KINGDOM INVESTMENT RECEIVER:
CORPORATION LIMITED
STAMP COMPANY: Cremades & Calvo-Sotelo Abogados,
S.L.P.
NAME:Alberto Abraham Gozlan Levy
Passport Number: D00014781 Passport Number: PAO075449
Country of Issuance: SOMALI Country of Issuance: Spain
Date of Issue: 30 NOVEMBER 2021 Date of Issue: 28 June 2022
Expiry Date: 29 NOVEMBER 2024 Expiry Date: 28 June 2032
Date: SEPTEMBER 11, 2024 Date: September 11, 2024
IN WITNESS WHEREOF, the PARTIES have hereunto executed this AGREEMENT in Madrid, Spain, on the
September 3, 2024
“ACCEPTED AND AGREED WITHOUT CHANGE”
(Electronic signature is valid and accepted as hand signature)
SENDER PASSPORT
SENDER’s REGISTRATION DOCUMENT
RECEIVER PASSPORT:
ELECTRONIC DOCUMENT TRANSMISSIONS
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF
ANY PROVISIONS OF THIS TRANSACTION, AS APPLICABLE IN THIS AGREEMENT, AND SHALL:
INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE
ACT’’ OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON
ELECTRONIC SIGNATURES (2001);
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE
UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT);
EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE,
WHERE EITHER PARTY MAY REQUEST A HARD COPY OF ANY ORIGINAL DOCUMENT THAT HAS BEEN
PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN
NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES
UNDER EDT INSTRUMENTS.
WE HEREBY CONFIRM WITH FULL AUTHORITY THAT THE ABOVE STATED TERMS AND CONDITIONS ARE
AGREED AND ACCEPTED. IN WITNESS WHEREOF, THE PARTIES HERETO BY AFFIRMING WITH THEIR
SIGNATURES AND SEALS ON THIS PAGE CONSIDER THIS AGREEMENT AS LEGALLY BINDING AND ENFORCEABLE
FROM THIS DATE.
IN WITNESS WHEREOF, the PARTIES have hereunto executed this AGREEMENT in Madrid, Spain, on
September 3, 2024.
“ACCEPTED AND AGREED WITHOUT CHANGE”
(Electronic signature is valid and accepted as hand signature)
ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY
PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:-INCORPORATE U.S. PUBLIC LAW
106-
229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE ACT’’ OR SUCH OTHER APPLICABLE
LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001)ELECTRONIC
COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR
TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).EDT DOCUMENTS SHALL BE SUBJECT TO
EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE. EITHER PARTY MAY REQUEST HARD
COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED
HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR
RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.
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