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THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THESE MATERIALS MAY NOT BE RECORDED OR REPRODUCED IN ANY FORM, FURTHER DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

THESE MATERIALS ARE STRICTLY CONFIDENTIAL AND ARE BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THESE MATERIALS, HAVE BEEN PREPARED IN RELATION TO GULF CAPITAL INTERNATIONAL ACQUISITION CORP.

Electronic versions of the materials (the "Materials") you are seeking to access are being made available on this website by Gulf Capital International Acquisition Corp PJSC in good faith and are for information purposes only. These Materials are not directed at or accessible by persons in the United States or persons resident or located in Australia, Canada, South Africa, Japan or any other jurisdiction where the extension of availability of the Materials to which you are seeking access would breach any applicable law or regulation. Please note the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. The Materials do not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, securities in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction in which such an offer or solicitation would be unlawful (the “Excluded Territories”). Any securities issued in connection with an offering have not been and will not be registered under the US Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, Australia, Canada, South Africa or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States. You acknowledge and agree that you have consented to accept electronic delivery of the offering documents and any subsequent subscription material in connection with viewing the Materials. Certain statements contained in the Materials, including those relating to the offering, are “forward-looking statements”. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators and other risk factors such as the Issuer’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Issuer operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Forward-looking statements contained in Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. The Issuer does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document. For persons in member states of the European Economic Area (each a "Relevant State"), the Materials you are seeking to access are only addressed to, and directed at, persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors"). In any Relevant State, the Materials you are seeking to access are directed only at Qualified Investors and must not be acted on or relied on by persons who are not Qualified Investors. Any investment or investment activity to which these Materials relate is available in any Relevant State only to Qualified Investors, and will be engaged in only with such persons. For persons in the United Kingdom, the Materials you are seeking to access are only addressed to, and directed at, persons who are "qualified investors" within the meaning of the Prospectus Regulation, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are otherwise persons to whom it may otherwise lawfully be communicated (all such persons being referred to as "Relevant Persons"). In the United Kingdom, the Materials you are seeking to access are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these Materials relate is available in the United Kingdom only to Relevant Persons, and will be engaged in only with such persons. The Materials are only addressed to and directed at persons who are outside the United Arab Emirates (“UAE”) or who have been invited to access them Materials by an authorising entity that is licensed by the Securities and Commodities Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the material by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the “SCA Regulations”) or have approached a bank that is not an authorising entity in connection with the offering on a reverse solicitation basis in accordance with the SCA Regulations (a “Professional Investor”). The Materials are only addressed to and directed at persons who are outside the ADGM or Authorized Persons or Recognized Bodies (as such terms are defined in the ADGM Financial Services Regulatory Authority (“FSRA”)) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (“ADGM Relevant Persons”). Any investment or investment activity to which these Materials relate is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons. The Materials are only addressed to and directed at persons who are outside the DIFC or meet the “deemed professional client” criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority (“DFSA”) Conduct of Business Module and who is not a natural person (a “Deemed Professional Client”). Any investment or investment activity to which these Materials relate is available only to Deemed Professional Clients and will be engaged in only with Deemed Professional Clients. If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage. These Materials must not be released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, South Africa, Japan or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, South Africa or Japan. Confirmation of understanding and acceptance of disclaimer By clicking on the "I AGREE" button below, you agree that you have read and will respect the above warnings and represent and warrant that:

you are not located in the United States and are not resident or located in Australia, Canada, South Africa, Japan or any other jurisdiction where accessing these Materials is unlawful, and you agree that you will not transmit or otherwise send any Materials contained in this website to any person in the United States, Australia, Canada, South Africa, Japan or any other territory where to do so would breach applicable local law or regulation, and
you are a resident or physically present in a member state of the European Economic Area and you are a Qualified Investor, or
you are a resident or physically present in the United Kingdom and you are a Relevant Person, or
you are a resident or physically present in the United Arab Emirates (other than ADGM and DIFC) and have received an invitation from a UAE Selling Agent or you are a Professional Investor within the meaning of the SCA Regulations; or
you are a resident or physically present in the ADGM and you are an ADGM Relevant Person; or
you are a resident or physically present in the DIFC and you are a Deemed Professional Client within the meaning of the DFSA Conduct of Business Module; or
otherwise authorised to access this information pursuant to applicable laws and regulations; and
it is lawful for you to receive a copy of the information contained on this website.

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We regret that, due to regulatory restrictions, we are unable to provide you with access to this section of our website.

DISCLAIMER – IMPORTANT

YOUR AGREEMENT TO THE CONDITIONS AND TERMS OF USE FOR ACCESS TO THE MATERIALS

ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THESE MATERIALS MAY NOT BE RECORDED OR REPRODUCED IN ANY FORM, FURTHER DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

THESE MATERIALS ARE STRICTLY CONFIDENTIAL AND ARE BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THESE MATERIALS, HAVE BEEN PREPARED IN RELATION TO DUBAI ELECTRICY & WATER AUTHORITY PJSC.

The Materials do not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, securities in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction in which such an offer or solicitation would be unlawful (the “Excluded Territories”). Any securities issued in connection with an offering have not been and will not be registered under the US Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, Australia, Canada, South Africa or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

You acknowledge and agree that you have consented to accept electronic delivery of the offering documents and any subsequent subscription material in connection with viewing the Materials.

Certain statements contained in the Materials, including those relating to the offering, are “forward-looking statements”. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators and other risk factors such as the Issuer’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Issuer operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis.

Forward-looking statements contained in Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. The Issuer does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.

For persons in member states of the European Economic Area (each a "Relevant State"), the Materials you are seeking to access are only addressed to, and directed at, persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors"). In any Relevant State, the Materials you are seeking to access are directed only at Qualified Investors and must not be acted on or relied on by persons who are not Qualified Investors. Any investment or investment activity to which these Materials relate is available in any Relevant State only to Qualified Investors, and will be engaged in only with such persons.

For persons in the United Kingdom, the Materials you are seeking to access are only addressed to, and directed at, persons who are "qualified investors" within the meaning of the Prospectus Regulation, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are otherwise persons to whom it may otherwise lawfully be communicated (all such persons being referred to as "Relevant Persons"). In the United Kingdom, the Materials you are seeking to access are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these Materials relate is available in the United Kingdom only to Relevant Persons, and will be engaged in only with such persons.

The Materials are only addressed to and directed at persons who are outside the United Arab Emirates (“UAE”) or who have been invited to access them Materials by an authorising entity that is licensed by the Securities and Commodities Authority to promote financial products in the UAE (a “UAE Selling Agent”). To the extent you have not been invited to view the material by a UAE Selling Agent, you must be a “professional investor” within the meaning of Chairman of the SCA Board of Directors Decision No. (13/RM) of 2021 Concerning the Financial Activities Rule Book and Mechanism of Adjustment (the “SCA Regulations”) or have approached a bank that is not an authorising entity in connection with the offering on a reverse solicitation basis in accordance with the SCA Regulations (a “Professional Investor”).

The Materials are only addressed to and directed at persons who are outside the ADGM or Authorized Persons or Recognized Bodies (as such terms are defined in the ADGM Financial Services Regulatory Authority (“FSRA”)) or persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (“ADGM Relevant Persons”). Any investment or investment activity to which these Materials relate is available only to ADGM Relevant Persons and will be engaged in only with ADGM Relevant Persons.

The Materials are only addressed to and directed at persons who are outside the DIFC or meet the “deemed professional client” criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority (“DFSA”) Conduct of Business Module and who is not a natural person (a “Deemed Professional Client”). Any investment or investment activity to which these Materials relate is available only to Deemed Professional Clients and will be engaged in only with Deemed Professional Clients.

If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage. These Materials must not be released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, South Africa, Japan or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, South Africa or Japan.

Confirmation of understanding and acceptance of disclaimer

By clicking on the "I AGREE" button below, you agree that you have read and will respect the above warnings and represent and warrant that:

you are not located in the United States and are not resident or located in Australia, Canada, South Africa, Japan or any other jurisdiction where accessing these Materials is unlawful, and you agree that you will not transmit or otherwise send any Materials contained in this website to any person in the United States, Australia, Canada, South Africa, Japan or any other territory where to do so would breach applicable local law or regulation, and
you are a resident or physically present in a member state of the European Economic Area and you are a Qualified Investor, or
you are a resident or physically present in the United Kingdom and you are a Relevant Person, or
you are a resident or physically present in the United Arab Emirates (other than ADGM and DIFC) and have received an invitation from a UAE Selling Agent or you are a Professional Investor within the meaning of the SCA Regulations; or
you are a resident or physically present in the ADGM and you are an ADGM Relevant Person; or
you are a resident or physically present in the DIFC and you are a Deemed Professional Client within the meaning of the DFSA Conduct of Business Module; or
otherwise authorised to access this information pursuant to applicable laws and regulations; and
it is lawful for you to receive a copy of the information contained on this website.

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