Q HOLDING ACHIEVES MAJOR MILESTONE WITH SUCCESSFUL COMPLETION OF ACQUISITION

• Q Holding acquired 100 per cent of the share capital across wide range industry organisations, among other assets, further boosting its impact on Abu Dhabi's diverse Real estate market.
• Q Holding will be rebranded to Modon Holding, following approval of its shareholders.

Abu Dhabi, United Arab Emirates: Q Holding (ADX: QHOLDING), Abu Dhabi's leading real estate development and investment company, has successfully completed the transaction with ADQ Real Estate and Hospitality LLC (ADQ) and IHC Capital Holding LLC (IHC).

Q Holding acquired control over 100 per cent of the share capital for Abu Dhabi National Exhibitions Company (ADNEC); Modon Properties; Miza Investments LLC; Sahel 1 Restricted Limited; Sahel 2 Restricted Limited; and Oryx Action Restricted Limited, among other real estate assets.

As part of the transaction, Q Holding will be issuing a total of 25,627,000,000 mandatory convertible bonds with a nominal value of AED 1 each to both ADQ, which will receive 17,087,770,000 bonds, and IHC, which will receive 8,539,230,000 bonds. The allocation of bonds to ADQ and IHC will translate into 6,328,803,704 and 3,162,677,778 new shares in the share capital of the company respectively using a conversion ratio of 2.70 bonds for each share.

As a result of this transaction, Q Holding's share capital is increased to AED 16,347,080,368 through the issuance of 9,491,481,482 new shares with a nominal value of AED 1 each to the two corporate entities. The increased share capital stemming from the agreement reflects Q Holding's commitment to sustainable growth and preludes a robust and dynamic financial evolution that will propel the group's mission to new heights.

Commenting on the sale and purchase, H.E. Jassem Al Zaabi, Chairman of Q Holding, said:“The finalisation of the agreement with ADQ and IHC is a major milestone for Q Holding, highlighting our competitive leverage in the UAE's dynamic real estate and financial markets. Following the deal, we will continue to prioritise the advancement of Abu Dhabi's real estate economy, while setting new standards in the field of strategic investment that align with the nation's comprehensive development plans. Furthermore, there will be a significant expansion in our International Portfolio which will further increase our real estate development ambitions. Our primary objectives remain, including the enhancement and progression of existing projects and the integration of sustainable systems into our strategic vision. As we look to the future, we are excited to announce that the company will be rebranded to Modon Holding, following approval of its shareholders. This rebranding represents a new chapter in our journey, symbolizing our commitment to innovation and excellence in the investment sector. We are confident that it will further enhance our brand identity and propel us towards greater success in the years to come.”

Bill O'Regan, Group Chief Executive Officer of Q Holding, echoed a similar sentiment:“The recent sale and purchase agreement marks a significant shift in Q Holding's business approach, with ADQ and IHC serving as important regional investment partners. Our acquisition of these assets and the subsequent conversion of bonds establishes a new benchmark for strategic investment potential, effectively enabling Q Holding“soon to be Modon Holding” to reshape its outlook through expansion and entry into new verticals and new international markets. We remain dedicated to the transformative growth of the real estate sector and are confident that this latest agreement serves to advance our leading presence in it.”

About Q Holding: