Net Asset Value: For the purposes of the Property Investment Fund Regulations, this means the net asset value of the fund divided by the number of existing units. If he/she is a senior manager over the last two years of the Fund Manager or any of its affiliates;.
Name and Type of the Fund
Address of Fund Manager
Term of the Fund
The Fund Purpose, Investment Objectives and Dividend Policy
Summary of the Fund Strategies to Achieve its Objectives
Description of the sectors in which the Fund intends to invest The Fund invests in all income-producing real estate sectors. The Manager may not invest more than (25%) of the total value of the Fund Assets according to the last audited annual accounts in real estate development, whether or not owned by it, or to renew or redevelop such real estate.
Risks of Investing in the Fund
This may affect the Fund's earnings and/or the valuation of its assets; hence a negative impact on the price of its units. This may affect the Fund's earnings and/or the valuation of its assets and prices per share. This may affect the Fund's earnings and/or the valuation of its assets and unit prices.
As a result, the Fund Manager may be forced to sell the Project to pay the funding.
Subscription
If a company is established for Fundraising Fund, it has to pay Zakat charges. Investors assume responsibility for any financial loss that may occur as a result of investing in the Fund, except in the event of gross negligence or unlawful intentional act of the Fund Manager or Manager. Investors should be aware that an investment in the Fund is not considered a deposit with a local bank that sponsors the Fund, sells its units or is in any way affiliated with the Fund.
The minimum subscription limit to the Fund will be 1,000 units, equal to SAR 10,000 with no maximum limit.
Trading Fund Units
A shareholder's purchase of the fund's shares shall be deemed to be confirmation by such shareholder of having reviewed and accepted the fund's terms and conditions. If the fund manager or the custodian bank does not, in a way that the Authority considers essential, commit to the law and its executive regulations. If the CMA decides that the fund's operations or asset level cannot justify the continued trading of its shares on the market.
Upon approval by the CMA, the fund manager may suspend trading in the fund's units or cancel their listing, provided that it provides specific reasons for the request for suspension or cancellation.
Dividend Policy
If the Fund fails to pay any financial sums owed to the CMA or Tadawul or any fines due to the CMA in a timely manner. If the fund fails to comply with the specified dates for the disclosure of its regular financial information in accordance with the relevant regulations. When the auditor's report on the fund's financial statements includes an adverse opinion or a disclaimer of opinion.
If the liquidity requirements set out in Section Two of the Listing Instructions are not met after the period specified by CMA for the Fund to effect tax consolidations due, unless otherwise agreed by CMA.
Fund Expiration and Liquidation
The CMA may remove a fund manager from the liquidation process if the fund's unitholders pass a special resolution for the fund, provided that a replacement manager is appointed at the same meeting at which the unitholders vote to remove the unit manager. In the event of the exclusion of the fund manager from the liquidation process, the fund manager must fully participate in the transfer of liquidation responsibility to the appointed liquidator and transfer to him all documents related to the fund that enable him to complete the liquidation work within 20 days. from the issuance of the CMA decision on the dismissal of the fund manager and the appointment of a replacement manager. The fund manager also publishes on its website and the Tadawula website if the CMA issues a decision to remove the fund manager and appoints a replacement manager.
In all cases, the Fund Manager will notify CMA and announce on its website and the Tadawuls immediately and without delay any material events or developments during the liquidation of the Fund.
Charges, Service Fees and Commissions
The Manager is entitled to performance fees of 5% of the value of the positive difference between the sale price of any property owned by the Fund and the purchase price. If the Manager decides to distribute the proceeds from the sale of assets of the Fund, the performance fees are calculated and deducted as a provision before the sale proceeds are distributed. The investor should be aware that the Fund Manager will not calculate or pay the Zakaat of the Fund.
If the fund manager decided to distribute the proceeds from the sale of any of the fund's assets, the performance fees must be calculated and deducted as a provision before the sale proceeds are distributed.
Insurance
Assets of the Fund
The Fund's assets are valued at the average purchase price by three independent appraisers from the main members of TAQEEM, which are Century 21 Saudi Arabia, Advanced Developers Co. The current valuation of the Fund's assets is SAR One hundred and eighteen million Saudi Riyals). The Fund Manager will value its assets based on the valuation of two certified appraisers at least every six months, provided that the appraisers' reports are promptly published on the Fund Manager's website and the Tadawul website and provided that such reports must include the assessment of market rents.
The unit's indicative price is announced every six months after the valuation on the fund's website or Tadawul website.
Fund Board of Directors
Supervise, wherever, the approval or certification of any conflict of interest disclosed by the Fund Manager;. Ensure that the Fund Manager fulfills his responsibilities in a manner that serves the interests of the Unitholders in accordance with the provisions of the Real Estate Investment Fund Regulations and the terms and conditions of the Fund;. Record meeting minutes, including all facts of the meetings and decisions taken by the Fund's board;.
Review the report, including all complaints and procedures taken therein to ensure that the Fund Manager carries out its responsibilities in a manner that serves the interests of Unitholders in terms of these terms and conditions and provisions of the Real Estate Investment Funds Regulations.
Fund Manager
If a special decision of the Fund is taken by the Unitholders requesting the CMA to dismiss the Manager. Any function or authority related to the work of the Fund that the Manager entrusts to a third party. The Custodian has the right to form a company specially incorporated in the interest of the Fund.
An overview of the names, percentage and occupancy rate of the properties in the Fund's portfolio. Net value of the fund's assets per share at the end of each financial year. Before making any fundamental or non-fundamental change, the Manager will obtain the approval of the Board of the Fund.
Legal Adviser
Custodian
The Fund's fiscal year begins on 1/1 and ends on 12/31 of each calendar year. The highest and lowest net asset value of the Fund per unit at the end of each fiscal year. Any essential and non-essential changes that occurred during the mandate and affected the performance of the Fund.
Tenant(s) of property assets, the yield of which constitutes 10% or more of the annual rental yield of the Fund;. The Fund Manager declares that the Fund is listed only after the completion of the transfer of the property or the benefit thereof to the Fund. The Fund Manager declares that the Unitholders are entitled to vote on the matters presented to them in the meetings of the Unitholders.
Operations, Maintenance and Marketing Manager
Auditor
The fund's auditor is PKF Al Bassam & Co., with its principal office at: Prince Mohammed bin Abdulaziz Street (Tahlia), Sulaimaniyah District, Riyadh, KSA. evaluate the applicable internal control systems and perform the required tests to ensure their efficiency and effectiveness; Review the financial statements and the basis for their preparation in order to identify important and effective items;
Financial Statements
Conflict of Interests
Up to the date of preparation of the terms and conditions herein, there are no transactions involving conflicts of interest between the Fund's interests and those of the Fund's Board of Directors, Fund Manager, Operations, Maintenance and Marketing Manager or any other parties. In the event of any transactions involving potential conflicts of interest, the Fund Manager will disclose them to the Board for a decision on them. Until AlJazira Mawten for Real Estate Income Fund is finished, the Fund Manager will disclose any statement that includes potential conflicts of interest arising from the Board's representations of the Investors' interests in both Funds.
In case such happens in the future, the Fund Manager shall disclose such transactions to the Board and the Authority and advertise the same on the Tadawul website after taking all necessary approvals thereon.
Reporting to Unit Holders
The Fund Manager shall avoid any conflict of interest that may arise between the interests of the Fund Manager or any other related party and those of the Fund's Investors, prioritizing the investors' interests over those of the Fund Manager or others. connected. parties, and ensuring that equity is respected in the interests of investors. A table showing the value of services, commissions and fees made by the Fund to external parties throughout the year. The total percentage of costs and whether there are any circumstances in which the Fund Manager decides to discount or waive the fees.
A statement of the special commissions received by the fund manager during the election period, clearly stating their nature and how they were spent.
Meeting of Unit Holders
Total annual revenue for each of the last ten fiscal years (or since inception). The second meeting is considered valid regardless of the ownership percentage of the units represented at the meeting. When preparing the agenda for the Unit Holders' meeting, the Fund Manager must take into account the matters that the unit holders wish to count.
The Manager may change the agenda of the meeting of Participants within the convocation period, provided that it is posted on its website and on the website of the Saudi Stock Exchange (Tadawul).
Rights of Unit Holders
If the quorum indicated above is not met, the Fund Manager must convene a second meeting by announcing it on its website and Tadawul's website together with written notice to the Depositary not less than 5 days before the date of the second meeting. The Participants, who hold at least (10%) of the value of the Units in the Fund, are entitled to add one or more subjects to the agenda of the Participants' Meeting, provided that the proposed subject does not overlap with the responsibilities and tasks of the Participants. the Manager on the basis of the provisions of the Real Estate Investment Fund Regulations. Each investor may cast one vote at an investor meeting for each share held at the time of the meeting.
The decision can be enforced with the approval of the investors whose share of ownership is more than 50% or more than 75% (if applicable) of the total units, whose owners are present at the investor meeting, regardless of whether they participate in person, by proxy or by means of modern technology.
Other Information
Each investor has the right to cast one vote for each share he owns at the shareholder meeting vote. Each holder of Voting Shares has the right to accept or reject any proposed fundamental change of the Fund.
Shariah Supervisory Committee
A member of the Council of High Scholars in the Kingdom and of the Standing Committee for Ifta therein, and an advisor to the Royal Court. Professor of Islamic Economics and former director of the Islamic Economics Research Center at King Abdulaziz University. Member of the Shariah Board in the Organization of Standards and the Shariah Supervisory Board in several Islamic banks.
He currently holds a number of positions including Vice President of Sharia Group, Bank Aljazira, Vice President of Sharia Group, Jadwa Company and Advisor to Executive Management of King Faisal Specialist Hospital.
Characteristics of Units
Amendment to the Fund Terms and Conditions
Declarations of the Fund Manager
The Fund Manager declares that independent members fall under the definition of "an independent Fund board member" as defined in the glossary of terms used in the CMA's regulations and rules. This applies to any independent member appointed by the Fund Manager during the term of the Fund. The Fund Manager declares that there are no additional fees other than those set forth in the schedule of fees and charges in paragraph (11) of the terms and conditions.
The fund manager declares that no member of the management board may have a direct or indirect interest in works and contracts concluded for the fund.
Applicable Law
