National Industries KPSC : Notification from the company

National Industries Group Holding K.P.S.C.

(a Kuwaiti public shareholding company incorporated in the State of Kuwait)

Public Offering Prospectus for the Capital Increase of

National Industries Group Holding K.P.S.C.

Public O ering of 524,733,305 Ordinary Shares to Existing Shareholders at an O er Price of 200 ls (two hundred Kuwaiti ls) Per Share with a nominal value of 100 ls (one hundred Kuwaiti ls) and a share issuance premium of 100 ls (one hundred Kuwaiti ls)

Subscription Period

From 3 April 2022 to 21 April 2022

Lead Manager and Subscription Agent

Kuwait Financial Centre K.P.S.C. ("Markaz")

National Industries Group Holding K.P.S.C. (later referred to as the "Issuer", the "Group", the "Company" or "NIGH") is a Kuwaiti Public Shareholding Company established by Amiri Decree No. 8/1960 on 10 August 1960 and registered with the Commercial Register under No. 8392 on 23 April 2003, and listed on Boursa Kuwait (later referred to as "Boursa Kuwait") since 29 September 1984 with an authorized capital of KD 300,000,000 and its source and paid-up capital is 149,923,801.400 Kuwaiti Dinars.

This Prospectus contains information on the 524,733,305 ordinary shares to be issued by the Issuer at an o er price of 200 ls (two hundred Kuwaiti ls) per share (representing the nominal value of 100 ls plus a share issuance premium of 100 ls) (hereafter referred to as "Shares", "Issue Shares" or "Offering Shares") with a total nominal value of KD 52,473,330.5 ( fty two million, four hundred and seventy-three thousand, three hundred and thirty thousand Kuwaiti Dinars and ve-hundred Kuwaiti ls) and a total value after adding the share issuance premium of KD 104,946,661 (one hundred and four million, nine hundred and forty-six thousand and six hundred and sixty one Kuwait Dinars).

Registered shareholders (also referred to as "Qualified Shareholders" or "Subscribers", as required by the context of the text) shall be listed in KCC's shareholders› register (later referred to as the "Clearing and Deposit Agent") on the record day speci ed at 28 March 2022 (later referred to as the "Record Date"), the preemption right to subscribe to the shares of the o ering at the rate of their respective shares (later referred to as the "Preemption Right").

The issuance of new shares was approved by the decision of the Board of Directors of the Issuer issued on 30 January 2022 on the basis of the extraordinary general assembly decision to issue new shares dated 20 December 2021, which authorized the Board of Directors to increase the issued capital within the authorized limits and was published in the O cial Gazette, issue number 1567 dated 2 January 2022 and annotated by the Commercial Register of the Issuer at the Ministry of Commerce and Industry on 11 January 2022. The Issuer also obtained the approval of the Kuwaiti Capital Markets Authority to increase capital and issue shares on the date of 24 February 2022 and on this Prospectus dated 10 March 2022.

The subscription period begins from and includes 3 April 2022 (the "Subscription Period") and ends at the end of 21 April 2022 (which is included in the Subscription Period). If the entire subscription of all the issue shares is covered before that date, the Issuer is then entitled to suspend and close the Subscription Period before the expiration date. In the case the O ering is not fully subscribed for during the original Subscription Period, the Board of Directors has the right to extend the O ering Period at its sole discretion for a period or other similar or lesser periods as long as the total extension period does not exceed three (3) months and subject to obtaining the approval of the Capital Markets Authority on such extension.

For the purposes of this Prospectus, the term "Business Day" means the day on which Boursa Kuwait carries out normal trading business, and for the purposes of the subscription process, it must also be the day on which banks are open to conduct their public business in the State of Kuwait (except for Fridays and Saturdays), and with the exception of public holidays.

This Prospectus is not considered an o er to sell or solicit any o er to buy securities in any legal system in which o ering, or selling is not permitted. In addition, investors' subscription to any of the securities referred to in this document must be based on the information contained in this Prospectus exclusively.

NOTICE TO INVESTORS

YOU ARE HEREBY ADVISED TO SEEK THE ADVICE OF AN ADVISOR LICENSED IN ACCORDANCE WITH THE LAW WHO SPECIALIZES IN

ADVISING ON THE CONTENT OF THIS PROSPECTUS PRIOR TO MAKING A DECISION TO SUBSCRIBE.

This Prospectus has been approved by the Kuwait Capital Markets Authority on 10 March 2022 and this Prospectus was prepared in accordance with the Kuwait Capital Markets Law no. 7 of 2010 regarding the establishment of the Capital Markets Authority and the executive bylaws thereto (each as amended). The members of the Board of Directors, whose names appear in the management section of this Prospectus, collectively and individually accept full responsibility for the accuracy of all information contained in this Prospectus relating to the Issuer and the issue shares, and con rm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

The Lead Manager and Subscription Agent accept full responsibility for the inaccuracy of any information and data contained in this Prospectus and con rm that, having made all reasonable enquiries to the best of their knowledge and belief, there are no other material facts and information omitted, and that the Prospectus has been drafted in accordance with information and data that correspond to reality. The Issuer acknowledges that the necessary requirements and procedures have been met and all the required documents have been submitted in this Prospectus and in accordance with the laws and executive regulations of the Capital Markets Authority.

The Issuer's legal counsel con rms that it has reviewed the Prospectus and any related documents thereto as provided to them by the Issuer, and that to the best of their knowledge and after having made all reasonable inquiries, the Prospectus complies with the relevant legal requirements and that the Issuer has obtained the required approvals necessary in order for its obligations to be valid and enforceable.

The Kuwait Capital Markets Authority assumes no liability for the contents of this Prospectus, does not make any representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Prospectus.

This Prospectus is dated 10 March 2022

Lead Manager and Subscription Agent

ENGLISH TRANSLATION OF THE OFFICIAL ARABIC LANGUAGE PROSPECTUS

RESPONSIBILITY STATEMENT

Individuals responsible for the prospectus

This Prospectus has been prepared by:

EACH OF THE DIRECTORS OF THE ISSUER, WHOSE NAMES APPEAR HEREIN, ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS, WHO HAVE TAKEN ALL REASONABLE CARE AND CONDUCTED A FULL AND DETAILED DUE DILIGENCE TO ENSURE THAT SUCH IS THE CASE, (I) THE INFORMATION CONTAINED IN THIS PROSPECTUS IS COMPLETE, ACCURATE AND CORRECT, (II) ALL INFORMATION RELATING TO THE SECURITIES AND TO THE ISSUER HAVE BEEN DISCLOSED TO THE INVESTORS, SO THAT THE INVESTORS COULD TAKE A DECISION AS TO WHETHER OR NOT TO SUBSCRIBE TO THE ISSUE SHARES, AND (III) THAT ALL THE RELEVANT PROVISIONS RELATING TO THE SECURITIES AS PROVIDED IN LAW NO. 7 OF 2010 REGARDING THE ESTABLISHMENT OF THE CAPITAL MARKETS AUTHORITY AND REGULATING SECURITIES ACTIVITIES AND ITS EXECUTIVE BYLAWS (AS AMENDED), AND MODULE ELEVEN OF THE EXECUTIVE BYLAWS OF THE IN LAW NO. 7 OF 2010 REGARDING THE ESTABLISHMENT OF THE CAPITAL MARKETS AUTHORITY AND REGULATING SECURITIES ACTIVITIES (AS AMENDED), AND THE COMPANIES LAW NO. 1 OF 2016 AND ITS EXECUTIVE BYLAWS AND THE INSTRUCTIONS ISSUED BY THE CAPITAL MARKETS AUTHORITY FROM TIME TO TIME, HAVE BEEN COMPLIED WITH.

On behalf of the Board of Directors of the Issuer

Name:

Saad Mohammed Al-SaadTitle: Chairman

Signature:

CONFIRMATIONS AND NOTICES OF THE ISSUER

This Prospectus contains information relating to National Industries Group Holding K.P.S.C., the O ering terms and conditions and the Issue Shares. The Issuer has not authorized the making or provision of any representation or information regarding the Issuer, the O ering, or the Issue Shares other than as contained in this Prospectus or as approved for such purpose by the Issuer. Any such representation or information emanating from third parties should not be relied upon as having been authorized by the Issuer, the Lead Manager or the Subscription Agent named on the cover hereof.

While the Issuer has made all reasonable enquiries as to the accuracy of the information contained in this Prospectus as at the date hereof, certain portions of the market and industry information herein are derived from external sources, and while neither the Issuer, the Lead Manager, the Subscription Agent, nor any of their respective advisors have any reason to believe that any of the market and industry information is materially inaccurate, such information has not been independently veri ed and no representation is made with respect to the accuracy or completeness of any of this information.

The information contained in this Prospectus as at the date hereof is subject to change. In particular, the actual nancial state of the Issuer and the value of the shares in the Issuer may be adversely a ected by future developments in in ation, nancing charges, taxation, or other economic, political, and other factors, over which the Issuer has no control. Neither the delivery of this Prospectus nor any oral, written, or printed interaction in relation to the Issue Shares is intended to be or should be construed as or relied upon in any way as, a promise or representation as to future earnings, results, or events.

In any event, the information contained in this Prospectus related to the Issuer or issue of shares shall not be considered correct at any time after the date of this Prospectus. The Lead Manager and Subscription Agent shall not be obliged to review the nancial position or the status of the Issuer or to advise any investor about the shares or regarding any information that comes to their knowledge regarding the aforementioned or the absence of a change in the nancial position or the status of any party whose name is mentioned in this Prospectus after its date.

This Prospectus is not to be regarded as a recommendation on the part of the Issuer, the Lead Manager, and the Subscription Agent or any of their advisers or a liates to participate in the O ering. The information provided herein is of a general nature and has been prepared without taking into account any potential investors' investment objectives, nancial situation or particular investment needs. Neither this Prospectus nor any other information contained therein in connection with the issue of shares is intended to provide a basis for granting credit facilities or undertaking any other nancing operations. Each recipient of this Prospectus (before taking any investment decision) is responsible for obtaining his own independent professional advice from a person licensed by Kuwait Capital Markets Authority ("CMA") in relation to the Issuer, the O ering terms and conditions or the Issue Shares and for making his/her own independent evaluation of the Issuer, an investment in the Issue Shares and of the information and assumptions contained herein, using such advice, analysis, and projections as he/she deems necessary in making any investment decision. Prospective investors are not to construe the contents of this document as constituting tax, investment, or legal advice.

Prior to subscribing for any Issue Shares, a prospective investor should consult a nancial advisor who has been duly licensed by CMA and with his, her or its own legal, business and tax advisors to determine the appropriateness and consequences of an investment in the Issue Shares for such investor and arrive at an independent evaluation of such investment. The sole purpose of this Prospectus is to provide background information about the Issuer to assist each recipient in making an independent evaluation of the o ering and any investment in the Issue Shares.

Neither this Prospectus nor any other information provided in connection with the issuance of shares constitutes an o er or invitation by or on behalf of the Issuer, the Lead Manager, or the Subscription Agent for any person to subscribe in the shares.

The distribution of this Prospectus and the o ering of the Issue Shares in certain jurisdictions is restricted by some laws outside the State of Kuwait. Persons into whose possession this Prospectus may come are required by the Issuer and the Advisor to inform themselves about and to observe such restrictions.

The Issue Shares may not be an appropriate investment for all shareholders and investors. Therefore, each potential investor in the Issue Shares must determine the appropriateness of such an investment, in light of his/her own circumstances. In particular, each potential investor should do the following:

• 1. have su cient knowledge and experience to carry out a meaningful evaluation of the Issue Shares, the risks of investing in the Issue Shares, and the information contained in this Prospectus.

• 2. be able to access and be familiar with the appropriate analytical tools, in order to evaluate any investment in stocks in the context of his own nancial position, as well as assess the impact of the shares on his investment portfolio in general.

• 3. have su cient nancial resources and liquidity to bear all the risks of investing in the Issue Shares.

• 4. have a full understanding of the terms of the Issue Shares, and to be familiar with the conduct of business in the relevant nancial markets.

• 5. be able (whether alone or with the assistance of an investment advisor) to assess the possible scenarios of economic and other factors that could a ect the investor's investment and their ability to bear potential risks.

None of the contents of this Prospectus or any information communicated by the Issuer is intended or construed as advice regarding the purchase or subscription of shares (or earnings per share). If you are in any doubt about the contents of this Prospectus, you should consult a licensed investment advisor. It must be remembered that the value of the shares can uctuate down or up.

No other party has been authorized to give any information or make any representations in connection with the o ering of shares other than the parties mentioned in this Prospectus, and in the event that such information or undertakings are provided, it shall not be relied upon and considered as approved by the Lead Manager, the Subscription Agent or the Issuer. No distribution of this Prospectus or o er of shares or any sale or presentation of shares made under it may in any way create the implicit impression that there has been no change, or any event that is reasonably likely to include any change in the conditions of the Issuer since the date of this Prospectus.

The nancial information for the scal year ending on 31 December 2020 has been audited by the auditors of the Issuer and approved by the general assembly of the shareholders of the Issuer as required by the applicable regulations. Otherwise, the nancial information contained in this Prospectus for any period ending after 31 December 2020 is not subject to audit. The nancial information for the nancial period ending on 30 September 2021 was also reviewed by the auditor of the Issuer, and approved by the Board of Directors of the Issuer on 1 November 2021. Otherwise, the nancial information contained in this Prospectus for any period ending after 30 September 2021 was not subject to for review or audit.

Certain gures and percentages included in this Prospectus have been subject to rounding adjustments. Accordingly, gures shown in the same category presented in di erent tables may vary slightly and gures

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