Conclusion of Al-Ali Holdings strategic agreement on investment and trade cooperation

May 17, 2023 could become a watershed day for our company. We signed today a strategic framework agreement for investment, commercial cooperation and confidentiality trust with an equity fund called Al-Ali Holdings based in Dubai, Emarat Atrium Building, Sheikh Zayed Road, United Arab Emirates. The Agreement establishes a framework for action and cooperation between the Parties, and its purpose is to establish mutual rights and obligations of the Parties in order to regulate relations between them.

Al-Ali Holdings Fund is a group of multinational companies that have been present in the market for more than 25 years and are active in the fields of investment and trading and marketing of agricultural and food products, as well as fuels, metals and high-tech. Al Ali Holdings’ mission is to work with business partners to implement joint projects that bring benefits, knowledge and profit.



The cooperation agreement, in the section on trade and commodity trading, specifies that the joint objective is to carry out profit-making activities in the contracting and supply of liquid fuels, chemical, food and agricultural products (while the parties do not rule out expanding the catalog of goods that can be traded). In the case of the delivery of goods by MBF Group SA, the Fund will be able to act as a “capital donor” (e.g., as a sponsor or trustee in the money provided) to finance the transaction.

The cooperation agreement, in the section on investment, specifies that the Parties will conduct joint investment projects in the territory of Poland. The full financing of joint investment projects or the process of acquiring an operating business will be guaranteed from the capital side by Al-Ali Holdings. It is the Issuer’s responsibility to prepare, review and provide full consulting services and participate in projects as a co-investor. The investment and business projects prepared by the Issuer will also be able to be implemented outside Poland, if the parties accept their business potential, estimated profits and profitability.



The Issuer’s Management Board informs that, by virtue of the ongoing talks, a key and, from the Company’s financial point of view, strategic agreement has also been reached regarding the funds the Parties will be able to use to conclude trade and investment transactions. Under the terms of the Agreement, the Partner declared and pledged that a budget of $60,000,000 (sixty million) U.S. dollars would be available to the Parties at the time of signing. The cash will be provided in full by Al-Ali Holdings. In special cases, the budget of an approved investment project may be increased, and other Fund affiliates will be allowed to join the investment or acquisition.

In addition, the counterparty stated that if required to do so, it would give MBF Group SA a full power of attorney to represent the interests of Al-Ali Holdings during discussions and negotiations, in order to act in the mutual interest of the Parties.

The final stipulation of the subject matter of the concluded Agreement is the counterparty’s declaration that in the event of the success of joint business ventures or the successful implementation of a business acquisition, the Fund does not exclude direct investment in the Issuer’s shares with the intention of investing as a majority shareholder. In this case, the investment in the Company would be made on the basis of a share capital increase directed solely to the Al-Ali Holdings fund.

The Issuer’s Management Board believes that the conclusion of the aforementioned strategic framework agreement on investment and trade cooperation is one of the most important events in the Company’s operations to date. It is guaranteed access to huge, from the Issuer’s point of view, financial resources of at least $60,000,000 (sixty million) US dollars to carry out joint trade and investment projects. With this support, the Company, together with its financial partner, will have the ability to carry out very large-volume commercial transactions as a buyer and seller, rather than just an intermediary or broker. With the conclusion of the Agreement, the Company will have the opportunity to implement its ambitious growth plans and strengthen its position in the investment market and in trading and brokerage, including direct buying and selling, where the highest return on capital can be achieved.



In addition, according to the Company’s Board of Directors, the strategic partnership with the Al-Ali Holdings fund will allow the Issuer to take advantage of the fund’s knowledge and resources, enabling the company to access new markets, technologies and investment opportunities. The cooperation will also strengthen MBF Group SA’s position in the domestic market and increase its competitive advantage. The agreement enables the Issuer to expand its business by providing capital and other necessary resources needed to support growth. Management estimates that joint investment and trade will enable the Company to expand its customer base and revenue sources, which will ultimately lead to a leap in the Company’s revenue and profitability.