IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum (the attached document) and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached document. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended only for you and you agree not to forward, reproduce, copy, download or publish this electronic transmission or the attached document (electronically or otherwise) to any other person. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR IN ANY OTHER JURISDICTION AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES. Confirmation of your representation: By accepting electronic delivery of the attached document, you are deemed to have represented to Emirates Financial Services PSC (EFS), Goldman Sachs International (Goldman Sachs), HSBC Bank Middle East Limited (HSBC and together with EFS and Goldman Sachs, the Joint Global Coordinators), EFG—Hermes UAE Limited (EFG and together with the Joint Global Coordinators, the Joint Bookrunners), SHUAA Capital psc (SHUAA Capital and together with the Joint Bookrunners, the Managers) and Dubai Parks and Resorts PJSC (under incorporation) (the Company) that (i) you are acting on behalf of, or you are, an institutional investor outside the United States (as defined in Regulation S under the Securities Act) (ii) if you are in the United Kingdom (UK), you are a Relevant Person (as defined under ‘‘Subscription and sale—Selling restrictions—United Kingdom’’ in the attached document); (iii) if you are in any member state of the European Economic Area (the EEA) other than the UK, you are a Qualified Investor (as defined in the Prospectus Directive); (iv) the securities acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in any member state of the EEA which has implemented the Prospectus Directive to Qualified Investors; and (v) if you are outside the United States, UK and EEA (and the electronic mail addresses that you gave us and to which the attached document has been delivered is not located in such jurisdictions), you are a person into whose possession the attached document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. The attached document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Managers or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the attached document distributed to you in electronic format and any hard copy version. By accessing the attached document, you consent to receiving it in electronic form. A hard copy of the attached document will be made available to you only upon request. You are reminded that the attached document has been made available to you solely on the basis that you are a person into whose possession the attached document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the attached document, electronically or otherwise, to any other person. Restriction: Nothing in this electronic transmission constitutes, nor may be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional buyers described above and to whom it is directed and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. None of the Managers or any of their respective affiliates, or any of their respective directors, officers, employees or agents, accepts any responsibility whatsoever for the contents of the attached document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Qualified Institutional Offering (as defined in the attached document). The Managers and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of the attached document or any such statement. No representation or warranty, express or implied, is made by any of the Managers or any of their respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in the attached document. The Managers are acting exclusively for the Company and no one else in connection with the Qualified Institutional Offering (as defined in the attached document). They will not regard any other person (whether or not a recipient of the attached document) as their client in relation to the Qualified Institutional Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their clients, nor for giving advice in relation to the offer or any transaction or arrangement referred to herein. You are responsible for protecting against viruses and other destructive items. Your receipt of the attached document via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING MEMORANDUM DATED 17 NOVEMBER 2014 CONFIDENTIAL NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

10NOV201409501269 DUBAI PARKS AND RESORTS PJSC (a public joint stock company under incorporation in the Emirate of Dubai, United Arab Emirates, pursuant to Federal Law No. 8 of 1984 concerning commercial companies, as amended) Offering of 2,528,731,083 ordinary shares Offer Price: AED 1.01 per ordinary share 2,528,731,083 ordinary shares with a nominal value of AED 1.00 each (the Shares) of Dubai Parks and Resorts PJSC, a company under incorporation under the laws of the UAE, (the Company) are being offered by the Company in this offering (the Offering), at an offer price of AED 1.01 per Share, which includes AED 0.01 per Share in offer costs (the Offer Price). The Offering comprises an offering of Shares (i) outside the United States to institutional investors in reliance on Regulation S (Regulation S) under the US Securities Act of 1933, as amended (the Securities Act) (the International Offering), (ii) in the Dubai International Financial Centre (the DIFC) only as an Exempt Offer pursuant to the Markets Rules Module of the Dubai Financial Services Authority (DFSA) Rulebook (the Exempt Offer, and together with the International Offering, the Qualified Institutional Offering) and (iii) in the United Arab Emirates (the UAE) (A) to natural persons who are citizens of any country (with the exception of persons located in the United States as defined in the Securities Act), (B) to juridical persons and (C) in accordance with Article 80 of UAE Federal Law No. 8 of 1984 regarding Commercial Companies (as amended), to the Emirates Investment Authority (EIA) (the UAE Offer). The offer of Shares under this Offering Memorandum relates only to the Qualified Institutional Offering. The Qualified Institutional Offering will comprise up to 60 per cent. of the Shares. The UAE Offer (including the offer to the EIA) will comprise a minimum of 40 per cent. of the Shares. The Offering is subject to the full subscription of all the Shares including the subscription of the UAE Offer to a minimum of 40 per cent. of the Shares. Prior to the Offering, there has been no public market for the ordinary shares of the Company (the Ordinary Shares). The Company has applied for the Ordinary Shares to be listed on the Dubai Financial Market (the DFM) and to list the Ordinary Shares on the DFM under the symbol ‘‘DUBAIPARKS’’ (the Admission). There will be no conditional dealings in the Ordinary Shares prior to Admission. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on the DFM on or about 10 December 2014 (the Closing Date). Investing in the Shares involves significant risks. See ‘‘Risk factors’’ beginning on page 24.

The Shares have not been and will not be registered under the Securities Act and, subject to certain limited exceptions, may not be offered or sold within the United States. The Shares are being offered and sold outside the United States in reliance on Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and the distribution of this Offering Memorandum, see ‘‘Subscription and sale’’ and ‘‘Transfer restrictions’’. The Shares are offered pursuant to the Qualified Institutional Offering by the Joint Bookrunners named herein when, as and if delivered to, and accepted by, the Joint Bookrunners and subject to their right to reject orders in whole or in part. Purchasers will be required to make full payment for the Shares to the Joint Bookrunners for receipt by the Joint Bookrunners on or prior to 2:00pm (UAE time) on 30 November 2014 (unless otherwise agreed with the Joint Bookrunners), and delivery of the Shares is expected to be made on the Closing Date through the book-entry facilities operated by the DFM. The Securities and Commodities Authority of the UAE (the SCA) and the DFM take no responsibility for the contents of this Offering Memorandum, make no representations as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Offering Memorandum. DIFC Exempt Offer Statement: This Offering Memorandum relates to an Exempt Offer in accordance with the DFSA Rulebook. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Offering Memorandum nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this Offering Memorandum relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this Offering Memorandum, you should consult an authorised financial adviser.

Joint Global Coordinators and Joint Bookrunners Emirates Financial Services PSC Goldman Sachs International HSBC Bank Middle East Limited Joint Bookrunner EFG—Hermes UAE Limited Co-Manager SHUAA Capital psc IMPORTANT INFORMATION This Offering Memorandum does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the Shares or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, Shares by any person in any circumstances in which such offer or solicitation is unlawful. Recipients of this Offering Memorandum are authorised solely to use this Offering Memorandum for the purpose of considering the acquisition of the Shares, and may not reproduce or distribute this Offering Memorandum, in whole or in part, and may not disclose any of the contents of this Offering Memorandum or use any information herein for any purpose other than considering an investment in the Shares. Recipients of this Offering Memorandum agree to the foregoing by accepting delivery of this Offering Memorandum. Prior to making any decision as to whether to invest in the Shares, prospective investors should read this Offering Memorandum in its entirety and, in particular, the section titled ‘‘Risk factors’’ when considering an investment in the Company. In making an investment decision, each investor must rely on its own examination, analysis and enquiry of the Company and the terms of the Offering, including the merits and risks involved and each investor also acknowledges that: (i) it has not relied on the Managers or any person affiliated with the Managers in connection with any investigation of the accuracy of any information contained in this Offering Memorandum or its investment decision; and (ii) it has relied only on the information contained in this Offering Memorandum. No person has been authorised to give any information or make any representations other than those contained in this Offering Memorandum and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Managers. Neither the delivery of this Offering Memorandum nor any subscription or sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as of any subsequent time. None of the Company or the Managers or any of their respective representatives makes any representation to any prospective investor of the Shares regarding the legality of an investment in the Shares by such prospective investor under the laws applicable to such prospective investor. The contents of the Offering Memorandum are not, and should not be construed as, legal, financial or tax advice. Each prospective investor should consult his, her or its own legal, business, financial or tax adviser for legal, business, financial or tax advice applicable to an investment in the Shares. No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised. Neither the delivery of this document nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in this document is correct as of any time subsequent to the date hereof. The Company accepts responsibility for the information contained in this Offering Memorandum, and has taken all reasonable care to ensure that the information contained in this Offering Memorandum is, to the best of the Company’s knowledge, in accordance with the facts and contains no omissions likely to affect its import. None of the Company or the Managers accepts any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media, regarding the Offering or the Company. None of the Company or the Managers makes any representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. Emirates Financial Services PSC (EFS), Goldman Sachs International (Goldman Sachs) and HSBC Bank Middle East Limited (HSBC) have been appointed as joint global co-ordinators and joint bookrunners (collectively, the Joint Global Coordinators), EFG—Hermes UAE Limited (EFG and together with the Joint Global Coordinators, the Joint Bookrunners) has been appointed as a joint bookrunner, and SHUAA Capital psc has been appointed as co-manager (together with the Joint Bookrunners, the Managers). Goldman Sachs and HSBC are each authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. The Managers are acting exclusively for the Company and no one else in connection with the Qualified Institutional Offering, will not regard any other person (whether or not a recipient of this

i Offering Memorandum) as a client in relation to the Qualified Institutional Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Qualified Institutional Offering or any transaction or arrangement referred to in this document. The Managers and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company for which they would have received customary fees. In connection with the Offering, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Shares, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this document to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by, the Managers and any of their affiliates acting as investors for their own accounts. In addition, certain of the Managers or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such Managers (or their affiliates) may from time to time acquire, hold or dispose of Shares. None of the Managers intends to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Managers under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Managers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the accuracy, completeness or verification of the contents of this Offering Memorandum or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or the Offering and nothing in this Offering Memorandum will be relied upon as a promise or representation in this respect, whether as to the past or future. Each of the Managers accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Offering Memorandum or any such statement. The Offering relates to securities of a UAE public joint stock company to be listed on the DFM and potential investors should be aware that this Offering Memorandum and any other documents or announcements relating to the Offering have been or will be prepared solely in accordance with the disclosure requirements applicable to a public joint stock company established in the UAE and listed on the DFM, all of which may differ from those applicable in any other jurisdiction.

NOTICE TO INVESTORS The Shares are subject to transfer restrictions in certain jurisdictions. Prospective purchasers should read the restrictions described in the section ‘‘Transfer restrictions’’. Each purchaser of the Shares will be deemed to have made the relevant representations described therein. The distribution of this document and the offer of the Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company or the Managers to permit a public offering of the Shares or to permit the possession or distribution of this document (or any other offering or publicity materials relating to the Shares) in any jurisdiction where action for that purpose may be required, other than the UAE. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. For further information on the manner of distribution of the Shares, and the transfer restrictions to which they are subject, see ‘‘Transfer restrictions’’. In particular, save for the UAE, no action has been taken to allow for a public offering of the Shares under the applicable securities laws of any other jurisdiction, including Australia, Canada, the EEA, Japan or the United States. This Offering Memorandum does not constitute an offer of, or the solicitation of an offer to subscribe for or buy any of, the Shares in any jurisdiction where it is unlawful to make such offer or solicitation.

ii NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES The Shares are being offered and sold outside the United States in reliance on Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and the distribution of this Offering Memorandum, see ‘‘Subscription and sale’’ and ‘‘Transfer restrictions’’.

iii TABLE OF CONTENTS

Page Presentation of financial and other information ...... 2 Summary ...... 8 Risk factors ...... 24 Use of proceeds ...... 40 Dividend policy ...... 41 Capitalisation and indebtedness ...... 42 Market overview ...... 43 Business of the group ...... 54 Management ...... 79 Related party transactions ...... 88 Principal shareholders ...... 91 Description of share capital ...... 92 Material contracts ...... 99 UAE taxation ...... 114 Subscription and sale ...... 115 Transfer restrictions ...... 122 Settlement and delivery ...... 123 Legal matters ...... 124 Independent accountants ...... 125 General information ...... 126 Historical Financial Information ...... F-1 Financial projections ...... P-1

1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION We are a recently incorporated company engaged in a major construction project (the Project) which involves the development of Dubai Parks and Resorts, a multi-themed leisure and entertainment destination that will offer 73 attractions in three separate theme parks, a four star resort hotel (to be known as Hotel Lapita) and Riverpark, a complementary and centrally located retail, dining and entertainment district connecting the three theme parks and hotel. The Project was initiated by our founding shareholder, Meraas Holding LLC (Meraas Holding) through its subsidiary and our direct parent, Meraas Leisure and Entertainment LLC (Meraas Leisure).

HISTORICAL FINANCIAL INFORMATION Our special purpose combined financial statements as at and for the following periods: • the period from 11 July 2012 (our date of incorporation) to 31 December 2012; • the year ended 31 December 2013; and • the eight months ended 31 August 2014, (the Historical Financial Information) have been included in this Offering Memorandum, beginning on page F-1. The Historical Financial Information includes the financial performance, assets and liabilities of the Company and its subsidiaries and, save as noted below, has been prepared in accordance with the requirements of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. As the Company and its subsidiaries did not constitute a legal group throughout the periods covered by the Historical Financial Information, the Historical Financial Information has been prepared on a basis that combines the results and assets and liabilities of the Company and entities that are now subsidiaries of the Company from 11 July 2012 to 31 August 2014 and for the special purpose of obtaining a listing on the DFM. IFRS does not provide for the preparation of special purpose combined financial statements and therefore the Historical Financial Information does not comply with the requirements of IFRS 10 Consolidated Financial Statements, although the principles underlying IFRS 10 have been applied in preparing the Historical Financial Information. See further note 3 to the Historical Financial Information under the heading ‘‘Basis of preparation’’. The Historical Financial Information has been audited in accordance with International Standards on Auditing by Deloitte & Touche (M.E.) (Deloitte) whose unqualified audit report appears on pages F-3 and F-4. The Historical Financial Information is likely to be of limited relevance when assessing our future business prospects. We were incorporated as a limited liability company on 11 July 2012 and, to date, our business has principally comprised the development of the Project. As a result, we have not yet earned any revenue or recorded any significant expenses, other than capital expenditure in relation to the Project which we have incurred in significant amounts. We do not expect to earn significant revenue at least until the Project has been completed, which is expected to occur before the end of the third quarter of 2016, see ‘‘Projections’’ below.

PROJECTIONS This Offering Memorandum contains projected consolidated balance sheet, income statement and cash flow information: • as at, and for the four months ended, 31 December 2014; and • as at, and for each of the years ended, 31 December 2015, 2016, 2017, 2018 and 2019. This information is referred to as the Projections and comprises: • capital expenditure and other pre-operating expenses to be incurred as the Project progresses to completion up to the end of the third quarter of 2016 (the Pre-opening Period), which have been prepared by the Company based on its internal budgets. See ‘‘Business of the group—Project costs and funding—Project costs’’ for a breakdown of the Company’s budgeted capital expenditure to complete the Project; and • projections relating to the period from which Dubai Parks and Resorts becomes operational in the fourth quarter of 2016 (the Post-opening Period), which have been prepared by

2 PricewaterhouseCoopers, as technical expert (the Technical Expert) based on a detailed financial model (the Financial Model) which the Technical Expert also prepared. The presentation of the Projections in this Offering Memorandum reflects an IFRS presentation and, to that extent, differs from the presentation of the Projections in the Feasibility Study (as defined below). The Financial Model utilises both overarching and specific assumptions (together, the Assumptions) regarding key inputs to the Project, including:

Overarching assumptions • the UAE and Dubai will demonstrate healthy gross domestic product (GDP) growth and attain the targets set out in the Ruler of Dubai’s Tourism Vision 2020 (Dubai Tourism Vision 2020) and will continue to be a strong tourist destination beyond that; • the Project will be successfully completed and Dubai Parks and Resorts will be opened on schedule before the end of the third quarter of 2016; and • Dubai Parks and Resorts will have high quality, well-managed world class operations.

Specific assumptions • the number of visits (being each entry by a visitor, with a visitor able to make more than one visit in a specified period) to each of the three theme parks comprised within the Project, based on addressable market and theme park penetration assumptions; • ticket prices, based on assumptions in relation to ticket packages and non-admission spend for each of the theme parks; • the revenue per available room at the hotel, based on estimated rack rates, yields and occupancy figures; • the gross leasable area and lease rates for Riverpark; • key cost items such as staff expenses, cost of goods sold, marketing costs and maintenance; • reinvestment capital expenditure; • growth rates for each of the assumptions above; and • other specific assumptions provided by the Company (for further detail, see ‘‘Financial projections— Assumptions’’). The Technical Expert’s advice, including detailed work related to the Assumptions, is contained in a report dated 29 October 2014 entitled ‘‘Dubai Parks & Resorts Feasibility Study Report’’ (the Feasibility Study) which was delivered to the Company in contemplation of the Offering and has been filed with the SCA in connection with the listing of the Ordinary Shares on the DFM. For more information on the Assumptions and the methodology of preparing the Assumptions used in the Feasibility Study, see ‘‘Financial projections—Assumptions’’. The Projections, which appear under the heading ‘‘Financial projections’’ beginning on page P-1 have not been reviewed or audited by any independent third party. In connection with the UAE Offer, the Company engaged Deloitte to perform certain procedures relating to the Projections. Deloitte conducted its work in accordance with the procedures specified by International Standard on Assurance Engagements 3000, Assurance Engagement Other than Audits or Reviews of Historical Financial Information, which included evaluating the basis for compilation of the Projections, considering whether they have been properly compiled based upon the Assumptions and ensuring that the accounting policies used are in accordance with IFRS. In connection with that engagement, Deloitte issued a report that the Projections have been properly compiled based upon the Assumptions and the basis of accounting used is consistent with IFRS, which has been included in the prospectus for the UAE Offer (the UAE Prospectus). The Company’s capital expenditure and pre-operating expense budgets and the Assumptions are a critical component underpinning the Projections. While the Company believes that both its capital expenditure and pre-operating expense budgets and the Assumptions are reasonable, you should expect that actual performance will vary from the Projections, reflecting (i) the fact that the Company’s budgets and the Assumptions used are inherently uncertain and may not be borne out over the full period of the

3 Projections and (ii) the fact that unanticipated unusual or non-recurring events may occur which have not been reflected in the Projections but which could have a material effect on them. Accordingly, the inclusion of the Projections in this document should not be regarded as a representation by the Company, the Technical Expert, the Managers or any other person that the results contained in the Projections will be achieved. You are cautioned not to place undue reliance on the Projections or any information derived from them and you should make your own independent assessment of our likely future results of operations, cash flows and financial condition. See ‘‘Risk factors—Risk factors relating to the Project and our future business—This Offering Memorandum contains projections of our future results which are unlikely to prove accurate over time’’. In various places in this Offering Memorandum, we have referred to projected capital expenditure or projected revenue figures and projected numbers and length of visits to Dubai Parks and Resorts. All such projected numbers, to the extent that they relate to the Pre-opening Period, are based on the Company’s internal budgets and, to the extent that they refer to the Post-opening Period, have been extracted from the Feasibility Study. You should be aware of the limitations associated with the Projections, the Company’s internal budgets and the Assumptions when considering this information.

NON-IFRS INFORMATION We have included with the Projections certain measures that are not measures defined by IFRS, namely two EBITDA measures. We determine EBITDA for these purposes by adding back our projected interest, depreciation and amortisation and end of service benefit costs to our projected net profit. In addition, we separately present EBITDA before operator fees by adding back our projected operator fees. Information regarding EBITDA is sometimes used by investors to evaluate the efficiency of a company’s operations and its ability to employ its earnings toward repayment of debt, capital expenditures and working capital requirements. EBITDA alone does not provide a sufficient basis to compare our projected performance with that of other companies and should not be considered in isolation or as a substitute for operating income or any other measure as an indicator of operating performance or as an alternative to cash generated from operating activities as a measure of liquidity. In addition, these measures should not be used instead of, or considered as an alternative to, our historical financial results. We have presented these non-IFRS measures because we believe it may be helpful to investors and financial analysts in highlighting projected trends in our overall business. Our presentation of EBITDA should not be construed as an implication that our future results will be unaffected by unusual or non-recurring items. You should note that some of the limitations of using EBITDA as a financial measure are that: • it does not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments; • it does not reflect changes in, or cash requirements for, our working capital needs; and • although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacement.

CURRENCY PRESENTATION Unless otherwise indicated, all references in this document to: • dirham or AED are to the lawful currency of the United Arab Emirates; and • US dollars or U.S.$ are to the lawful currency of the United States. The Historical Financial Information and the Projections have been expressed in dirham. Our functional currency is the dirham and we prepare our financial statements in dirham. The dirham has been pegged to the US dollar since 22 November 1980. The mid-point between the official buying and selling rates for the dirham is at a fixed rate of AED 3.6725 = U.S.$1.00 and all translations of dirham numbers to US dollars in this Offering Memorandum have been made at that rate or at such approximations thereof.

4 ROUNDING Certain data in this Offering Memorandum, including historical and projected financial information as well as statistical and operating information, has been rounded. As a result of the rounding, the totals of data presented in this Offering Memorandum may vary slightly from the actual arithmetic totals of such data.

DEFINITIONS Unless the context otherwise requires, all references in this Offering Memorandum to: • the Company are to Dubai Parks and Resorts PJSC and all references in this Offering Memorandum to we, our, us and the group refer, collectively, to the Company and its subsidiaries shown in the structure chart under ‘‘Business of the group—Group organisational structure and founder—Organisational structure’’; • attractions in the context of our theme parks include thrill and other rides, shows and children’s play areas. In the case of LEGOLAND Dubai, we consider Miniland to be a single attraction although our operator considers that it constitutes 10 separate attractions, reflecting its 10 individual clusters. In addition, we have not yet finalised the number of attractions in the waterpark that will form part of LEGOLAND Dubai, although we currently expect there to be 10 attractions in the waterpark. We have not included the expected waterpark attractions in either the 30 stated LEGOLAND Dubai theme park attractions or the 73 stated total attractions for Dubai Parks and Resorts; • Bollywood Parks are references to our Bollywood Parks theme park. Bollywood Parks is a registered trade mark and all references to it should be read in that context as references to Bollywood Parks; • our founder or Meraas are to Meraas Holding and its subsidiaries; • Hotel Lapita are references to our four star resort hotel. We have registered Lapita as a trade mark and all references to it should be read in that context as references to Lapita; • LEGOLAND and LEGO should be read as references to LEGOLAND and LEGO. These are trade marks licensed to us to use in connection with our LEGOLAND Dubai theme park; • LEGOLAND Dubai are references to our LEGOLAND Dubai theme park and should be read as a reference to LEGOLAND Dubai; • motiongate are references to our motiongate theme park. We have registered motiongate as a trade mark and all references to it should be read in that context as references to motiongate; and • Riverpark are references to our Riverpark retail, dining and entertainment destination. We have registered Riverpark as a trade mark and all references to it should be read in that context as references to Riverpark.

MARKET DATA In certain places in this Offering Memorandum, including ‘‘Land valuation’’ below and ‘‘Risk factors’’, Market overview’’, ‘‘Business of the group’’ and ‘‘Financial projections’’, we have included appropriately sourced third party information. In addition, statements describing our founder and any of our counterparties, such as operators, intellectual property partners, contractors, consultants and vendors, which are not specifically sourced reflect equivalent information on their respective websites. We believe all of this sourced and website-derived data to be reliable although it may be approximations or estimates or use rounded numbers. We have relied on the accuracy of this data without independent verification. We confirm that the third-party information included in this Offering Memorandum has been accurately reproduced and that, as far as we are aware and are able to ascertain from information published by these third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. We note that neither these independent sources nor the Managers nor, save as described in the preceding sentence, us accept liability for the accuracy of any such information, and you are advised to consider such information with caution.

NO INCORPORATION OF WEBSITE INFORMATION Neither the contents of the Company’s website, any other website mentioned in this Offering Memorandum nor any website directly or indirectly linked to these websites have been verified and they do

5 not form part of this Offering Memorandum. Accordingly, you should not rely on any information contained or referred to in those websites.

LAND VALUATION The 25.0 million square feet of land on which the Project is being developed was originally owned by our founder, but we have either been transferred, leased or granted easements over such land by our founder. On 20 October 2014, our founder transferred approximately 12.4 million square feet of this land to us and, on or about 16 November 2014, leased a further approximately 3.6 million square feet to us under a long-term automatically renewable lease. In addition, our founder has granted us easements over approximately 9.0 million square feet of additional land to enable us to construct access roads and other supporting infrastructure. We will also be responsible for maintaining these facilities at our own cost. For the purposes of determining the fair value of the land transferred and leased, a Dubai Land Department (DLD) valuation has been obtained in respect of the following land parcels: • 4,031,314 square feet within which the motiongate theme park is being constructed. The value of this parcel was assessed at AED 272,113,695 or AED 67.50 per square foot; • 3,166,314 square feet within which the LEGOLAND Dubai theme park is being constructed. The value of this parcel was assessed at AED 207,393,567 or AED 65.50 per square foot; • 2,124,577 square feet within which the Bollywood Parks theme park is being constructed. The value of this parcel was assessed at AED 132,786,063 or AED 62.50 per square foot; • 929,912 square feet on which Hotel Lapita is being constructed. The value of this parcel was assessed at AED 104,150,144 or AED 112.00 per square foot; • 3,595,900 square feet which has been leased to us on a 50-year lease which is automatically renewable for a further 49 years at the end of each term for no additional fee. This land comprises the land on which Riverpark will be constructed and an area on which a parking facility will be built. The value of this lease right was assessed at AED 179,794,798 or AED 50.00 per square foot; and • 2,154,905 square feet of additional land which has been transferred to us by our founder. We intend to use this land for back office functions as well as to construct necessary infrastructure such as telephone and cooling plants and public transport facilities such as bus and taxi stands. No additional value was attributed to this land, as it is not expected to be revenue generating. The DLD valuations were based on market value as defined by the DLD to be: ‘‘The estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties each acted knowledgeably, prudently and without compulsion.’’ The aggregate value of the land transferred and leased, as assessed by the DLD, is AED 896,238,267. In return for the transfers and lease identified above, we have issued Ordinary Shares with a par value of AED 896.2 million to our founder. See ‘‘Capitalisation and indebtedness’’, ‘‘Business of the group—Project costs and funding—funding’’ and ‘‘Related party transactions’’. In addition to the DLD valuation, we commissioned an independent international real estate appraiser to provide a valuation report on the land specifically for our internal purposes only and on a non-reliance basis. This report has determined a valuation in excess of the DLD valuation. Our founder has also granted us a 10-year lease in respect of approximately 6.5 million square feet of additional land that can also be used for parking pending the possible future development of multi-story parking facilities. This 6.5 million square feet of land is in addition to the 25.0 million square feet of Project land referenced above.

6 INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This document includes forward-looking statements including, in particular, the Projections and the Assumptions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control and all of which are based on our current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as ‘‘believe’’, ‘‘expects’’, ‘‘may’’, ‘‘will’’, ‘‘could’’, ‘‘should’’, ‘‘shall’’, ‘‘risk’’, ‘‘intends’’, ‘‘estimates’’, ‘‘aims’’, ‘‘plans’’, ‘‘predicts’’, ‘‘continues’’, ‘‘assumes’’, ‘‘positioned’’ or ‘‘anticipates’’ or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding intentions, beliefs and current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the industry in which we operate. The statements under ‘‘Financial projections’’ as well as certain statements under ‘‘Summary’’, ‘‘Risk factors’’, ‘‘Market overview’’ and ‘‘Business of the group’’ are forward-looking statements. These forward-looking statements and other statements contained in this Offering Memorandum regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved and actual events or results may differ materially as a result of risks and uncertainties that we face. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this Offering Memorandum speak only as of the date of this Offering Memorandum. The Company and the Managers expressly disclaim any obligation or undertaking to update these forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.

7 SUMMARY This summary should be read as an introduction to this Offering Memorandum and is qualified in its entirety by, and is subject to, the detailed information contained elsewhere in this Offering Memorandum. Accordingly, any decision to invest in the Shares should be based on consideration of this Offering Memorandum as a whole by the investor. Potential investors should read this entire Offering Memorandum carefully, including ‘‘Risk factors’’, before making any decision to invest in the Shares.

DUBAI PARKS AND RESORTS PJSC Overview We are currently developing Dubai Parks and Resorts, a multi-themed leisure and entertainment destination that will offer 73 attractions in three separate theme parks, a four star Marriott-operated resort hotel (to be known as Hotel Lapita), and Riverpark, a complementary and centrally located retail, dining and entertainment district connecting the three theme parks and hotel. Dubai Parks and Resorts will be set in 25.0 million square feet of land, of which approximately 12.4 million square feet is owned by us and approximately 3.6 million square feet is leased under a long-term automatically renewable lease from our founder. The remaining 9.0 million square feet principally comprises land owned by our founder for which we have been granted easement rights to construct access roads and other supporting infrastructure. Our founder has also granted us a 10-year lease in respect of approximately 6.5 million square feet of additional land that can also be used for parking pending the possible future development of multi-story parking facilities. The land on which Dubai Parks and Resorts will be located is strategically located on Sheikh Zayed Road midway between the Dubai and Abu Dhabi International Airports. Our vision for Dubai Parks and Resorts is that it will become a premier year-round global entertainment destination, catering to a wide variety of visitor segments from the Middle East, the Indian subcontinent and globally by offering world-class and varied attractions based on an exclusive portfolio of globally- recognised licenced brands. The Project is currently anticipated to be complete before the end of the third quarter of 2016 and the total estimated number of visits in the first full year of operation in 2017 is approximately 6.7 million, with significant growth expected over the following four-year period. We hold licences that are exclusive within a defined geographical area, which varies between the licenses, to a portfolio of globally recognised brands from DreamWorks, Sony Pictures and, through our development and management agreement with Merlin Entertainments, LEGO and also have licences in relation to a number of major Bollywood films. We have partnered with leading global operators, including Parques Reunidos and Merlin Entertainments for our theme parks and Marriott for our hotel. We have also appointed a leading programme management consultant (Samsung C&T) and a leading technical consultant (Hill International). When complete, Dubai Parks and Resorts will offer a broad selection of attractions, themed areas, concerts and shows, restaurants, and retail outlets, and thereby provide a complete family-oriented entertainment experience. Our three theme parks, resort hotel and Riverpark are designed to take full advantage of our intellectual property licences and the lack of similar destinations in the Middle East. They have been designed and developed in close cooperation with our intellectual property and operating partners and project consultants.

Investment highlights Favourable UAE demographic and macroeconomic trends We believe that Dubai Parks and Resorts will benefit from strong local demand as a result of attractive demographic and macroeconomic trends. Dubai and the UAE have a growing, young and affluent population, with significant disposable income. The UAE’s population grew at a compound annual growth rate of 8.8 per cent. between 2006 and 2013, from 5.0 million to an estimated 9.0 million, according to data from the IMF 2014 Database and is estimated by the same source to grow at a compound annual growth rate of 2.9 per cent. between 2013 and 2019 to 10.7 million. Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and 61 per cent. of residents under the age of 45, according to the Feasibility Study. The UAE’s economy, measured by nominal GDP in US dollars, grew at a compound annual growth rate of 8.9 per cent. between 2006 and 2013, from U.S.$222 billion to an estimated U.S.$402 billion, according to data from Euromonitor International and is estimated by the same source to grow at a compound annual

8 growth rate of 5.0 per cent. between 2013 and 2020 to U.S.$567 billion. According to the IMF World 2014 Database, the UAE economy is forecast to continue its strong growth, with real GDP forecast to grow by 4.4 per cent. in 2014 and by between 4.4 and 4.6 per cent. per year from 2015 to 2019, and according to the same source, the UAE had the world’s eighteenth highest nominal GDP per capita for 2013, at an estimated U.S.$43,876.

Dubai’s location, significant existing attractions and strong tourist infrastructure position it well to benefit from anticipated strong tourism growth in the Middle East According to the 2014 UN Tourism Highlights Report, the Middle East is expected to be the fastest growing region for inbound tourism in the world, with visitor numbers expected to increase by 2.9 times to 149 million in 2030 compared to 52 million in 2013. We believe that Dubai will benefit from this growth. In addition to sound local fundamentals, Dubai benefits from being one of the leading global tourism and commercial centres in the Middle East, with approximately 3 billion people within a four-hour flight time and 6 billion within an eight-hour flight according to analysis performed by the Technical Expert based on World Bank data and direct flying times. Between 2006 and 2013, tourist arrivals in Dubai grew at a compound annual growth rate of 7.0 per cent., from 6.4 million to 11.0 million, according to DTCM. Dubai is currently the fifth most visited city in the world based on estimated international overnight visitors according to Mastercard 2014 Global Destination Cities Index, with approximately 79 per cent. of tourist arrivals in Dubai being leisure-oriented according to World Travel & Tourism Council, Travel & Tourism, Economic Impact 2014, United Arab Emirates. Dubai has differentiated itself amongst worldwide tourist destinations through the development of iconic offerings such as The Dubai Mall (one of the world’s largest shopping malls and most visited tourist destination globally), Burj Khalifa (the world’s tallest building), Burj Al Arab (one of the world’s most luxurious hotels), Ski Dubai (an indoor ski slope) and Palm Jumeirah (one of the world’s largest man made islands) which attract visitors from across the globe. Dubai’s growth as a tourist centre is expected to continue as the Dubai government has set a target of 20 million annual visitors by 2020, which implies a compound annual growth rate of 9 per cent., with the government of Dubai firmly behind efforts to grow Dubai as a leisure and entertainment destination Dubai’s infrastructure also supports its attractiveness as a tourism destination and regional aviation hub, with hotel rooms in Dubai predicted by the Technical Expert, based on information from Jones Lang LaSalle and BMI, to increase from approximately 83,000 in 2013 to around 104,000 by 2018. In addition, the growth of the airline Emirates and the facilities of Dubai International Airport, the new Al Maktoum International Airport as well as the close proximity of Abu Dhabi International Airport are also expected to significantly contribute to growth in tourism. Accordingly, we believe that Dubai Parks and Resorts is ideally located in a market with strong drivers for continued local and international demand and growth.

Limited regional competition The MENA region and the Indian subcontinent are relatively underpenetrated in the theme park sector compared to other major global markets and we believe that Dubai Parks and Resorts will benefit from an early mover advantage combined with a prime and easily accessible location in the UAE. According to AECOM, of the world’s top 25 theme and amusement parks by number of visits in 2013, eleven were located in North America, five were in Europe and nine were in Asia (with five in Japan, two in South Korea and two in Hong Kong). Dubai, the wider MENA region and the Indian subcontinent currently do not have a multi-themed international destination theme park that offer a similar range of branded attractions to Dubai Parks and Resorts, with the nearest similar destination being Yas Island in Abu Dhabi on which a Formula One motor racing track, Ferrari World, a Ferrari-themed amusement park, and Yas Water World, a major water park, are located. A Yas Island-based Warner Brothers theme park was first announced in 2007 and recent press reports in the Middle East suggest that this project may now be at the relatively early technical proposal stage. In addition, IMG Worlds of Adventure, a Dubai-based 1.5 million square foot indoor themed entertainment destination based on Cartoon Network and Marvel brands according to a May 2014 press announcement, is currently expected to open prior to Dubai Parks and Resorts. Dubai also currently hosts two of the world’s top 10 water parks by visitor rankings, according to TripAdvisor. Given the relatively proximate location of these attractions, we expect Yas Island and

9 Dubai’s other waterparks, as well as the new IMG theme park when open, to be both complementary as well as competing leisure attractions. Dubai Parks and Resorts will be well-located on Sheikh Zayed Road, which is the main highway in Dubai and the main connection to Abu Dhabi, only 63km from Dubai International Airport, 68km from Abu Dhabi International Airport and 20km from the new Al Maktoum International Airport in Dubai, which is designed to be the biggest airport in the world, with an expected capacity of up to 160 million passengers in the future, according to a Dubai Airports press release. Moreover, we expect that Dubai Parks and Resorts will have excellent local access, with both metro and rail links being planned to facilitate access to Dubai Parks and Resorts. As result of our strategic location, we also expect to benefit from an early mover advantage which, given the development lead time and substantial capital investment requirements, should enable us to capitalise on what we believe will be significant demand for a multi-themed destination such as Dubai Parks and Resorts. Further, we expect that our industry leading operators, leading intellectual property partners and broad offering, as well as strong Dubai government support for tourism development, will be key strengths of Dubai Parks and Resorts once it is opened in 2016.

A differentiated and integrated multi-themed offering backed by a unique IP portfolio We believe that our multi-theme park approach and portfolio of intellectual property will attract and appeal to guests from the MENA region, the Indian subcontinent and other major Dubai tourist markets (including the UK, the United States and Russia which, together with Saudi Arabia and India, were Dubai’s top five source markets for tourist visitors in 2013 according to DTCM), as our intellectual property portfolio is an established part of popular culture in the region. We have also designed our theme parks to provide broad appeal across the demographic spectrum. We expect that Dubai Parks and Resorts will be an attractive destination for both resident visitors and tourists and intend to design our ticketing packages to attract all types of visitor as discussed further below. We hold: • DreamWorks/motiongate: a licence from DreamWorks which extends until the tenth anniversary of the motiongate park opening and is exclusive within the GCC region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the UAE) to utilise 16 licensed films (including Shrek, Madagascar, Kung Fu Panda and How to Train your Dragon) and certain additional films released during the term of the licence in our motiongate theme park; • Sony Pictures/motiongate: a licence from Sony Pictures which extends until 31 August 2024 and is exclusive within the GCC region to utilise eight licensed films (comprising The Smurfs and Smurfs 2, Ghostbusters, Cloudy with a Chance of Meatballs 2, Hotel Transylvania, Zombieland, Green Hornet and Underworld Awakening) in our motiongate theme park; • Merlin/LEGO: a licence from Merlin Entertainments which extends until the 25th anniversary of the LEGOLAND Dubai theme park opening to use the LEGO, LEGOLAND and related intellectual property rights owned by Merlin Entertainments and its subsidiaries in the construction and operation of our LEGOLAND Dubai theme park. This licence is exclusive within the GCC, Algeria, Cyprus, Egypt, Jordan, Lebanon, Libya, Malta, Morocco, Syria, Tunisia and Yemen; and • Bollywood Parks: a number of individual licences which have been granted by Skye Entertainment JLT (Skye Entertainment), which each extend until the tenth anniversary of the Bollywood Parks theme park opening and are generally exclusive within the GCC region to exploit specific popular Bollywood films in our Bollywood Parks theme park as well as a licence from Super Cassette Industries Limited which extends for 10 years and is exclusive in the UAE to exploit 500 songs from the Bollywood films which we have licensed. Our licenses typically include the right to sell merchandise featuring all the movies and characters in respect of which we have licences at the parks, use the movies in our advertising, use characters in the movies as walk-around characters and use the movies and characters in theming for rides, attractions and retail outlets. We believe that our unique combination of intellectual property will promote strong demand, support higher ticket prices, increase length-of-stay and enhance in-park sales. Accordingly, we have designed Dubai Parks and Resorts as a multi-themed destination to specifically take advantage of the differentiated nature of each of these intellectual properties to create a destination to appeal to a wide

10 range of customers and to provide an enhanced family entertainment experience. In particular, we have designed our attractions to be diversified across a range of categories, including: • Attraction format: Our theme parks offer a range of attraction types, ranging from live Bollywood- inspired musical shows to thrill rides and family-friendly attractions, seeking to capture different interests from local, regional and international markets; • Demographics: Through our range of theme parks and attractions, we plan to cater our offering to various age groups, including, in particular, young children in our LEGOLAND Dubai theme park and family groups, teenagers and adults in our other two theme parks; • Local, regional and international target market: We are designing our attractions to attract residents from the UAE, as well as visitors from the GCC, the Indian subcontinent and the broader Dubai tourism market in order to reduce our dependence on any single geography; • Price points: We are planning to offer a range of packages from short one or two hour visits to single theme parks to multi-day multi-theme park packages actively promoted by Destination Management in order to maximise our appeal, the duration of visits to our theme parks and in-park spending; and • Diversity of intellectual property: Our intellectual property includes both well-established brands (such as LEGO and LEGOLAND, Sony Pictures and DreamWorks) and newly-developed concepts (such as Bollywood Parks) in order to appeal to both existing demand streams and potentially untapped markets as well. As a result of our unique mix of intellectual property rights and diversified offering, we believe that we will have a compelling leisure and entertainment offering designed from the ground-up to appeal to a wide range of potential visitors.

Proven and experienced management implementing a clear strategy of reducing project execution risk Our senior management team includes experienced theme park executives, with an average tenure of more than 21 years in the industry between five key individuals: Raed Al Nuaimi, our CEO; Dr. Mohamed Newera, Technical Adviser to our CEO; Paul La France, our Chief Projects Officer; Matthew Priddy, our Chief Technical Officer; and Brian Machamer, our Senior Director, Theme Park Operations. The management team comprises skilled and dedicated professionals with wide ranging experience in theme park design, development, operations, business development and marketing, see ‘‘Management’’. Our senior management team is supported by highly experienced project advisers, with a team of approximately 200 advisers from Samsung C&T and Hill International, approximately 60 per cent. of whom have previous theme park construction experience, including working on projects such as Tokyo DisneySea, Hong Kong Disneyland, Adventureland in Euro Disney, Animal Kingdom at Walt Disney World in Florida and Universal Studios in Singapore. We have sought to de-risk our project development by appointing experienced consultants and reputable contractors and attraction vendors and imposing extensive pre-qualification requirements. We have also appointed Cumming Construction Management, a leading cost consultant, who is responsible for cost management and have established a clear contingency plan for time and cost overruns. Our rides are based on standardised and tested designs incorporating high standards of safety. They are being manufactured by leading theme park ride vendors which are required to have them certified by TUV¨ Sud,¨ a leading technical services organisation whose services include inspection, testing and certification for theme park rides, before delivery and installation under the supervision of the vendors, further reducing our construction risk. Moreover, we have partnered with leading international operators who have extensive experience in theme park operations and have involved them in our design and development phases. Parques Reunidos, who will operate motiongate and Bollywood Parks, is an international Madrid-based entertainment operator that manages 54 theme and amusement parks, water parks, zoological and marine life parks around the world, primarily across Europe and the US. Merlin Entertainments is Europe’s leading and the world’s second largest visitor attraction operator, operating LEGOLAND parks in six locations in the United States, Europe and Asia. Marriott is one of the world’s largest hospitality companies with more than 3,900 properties and 18 brands across the globe. To date, we have completed a number of key Project milestones on schedule and within budget, including entering into agreements with all of our IP partners and operators and obtaining all major regulatory approvals. We have completed the concept and schematic design phases (which can be a key area for timing and cost uncertainty) and for all five destinations and expect to have completed the detailed design

11 phase for all destinations around the middle of 2015. We have also placed orders for more than 80 per cent. by value of the 42 theme park rides. As a result of these factors, we believe that we are well-positioned to deliver the Project on-schedule and on-budget in 2016.

Strategy Our vision for Dubai Parks and Resorts is that it will be the premier year-round entertainment destination in the Middle East, providing world class attractions that are memorable, entertaining, interactive and educational and supporting Dubai’s status as a leading international leisure and tourism hub. We aim to create a high growth, high return, family entertainment business based on internationally-recognised brands with long-term appeal. In the short-term, our strategy is to focus on completing the construction of the Project and ensuring the implementation of an effective public relations strategy, see ‘‘Marketing strategy’’ below. Once Dubai Parks and Resorts is operational, which we currently anticipate will be before the end of the third quarter of 2016, we expect to focus on operational excellence (particularly in terms of the customer experience and safety) and to deliver additional growth following the opening and stabilisation of visitor numbers by: • building a destination management team, in line with standard practice at other major integrated theme park destinations such as Disney and Universal Studios theme parks, that will seek to maximise destination revenue and yields by actively monitoring our pricing, duration of visit and in-park spend and adjusting pricing to maximise our revenue (including through flexible pricing to manage peaks and troughs in anticipated demand and multi-visit discounts) as well as designing new plans and packages to attract additional market segments; • continuing to focus on promotion strategies, including on-line, social media and e-commerce initiatives, as well as by coordinating our marketing with that of the Dubai government bodies which market Dubai as a tourist destination; and • focusing our marketing efforts on specific regions, including core markets such as local attendance from the UAE, regional visitors from the Middle East and the Indian subcontinent and other top tourist markets for Dubai such as the UK, the United States and Russia, as well as other emerging markets such as China. In the medium- to longer-term, we aim to further develop Dubai Parks and Resorts through a number of initiatives, including: • fully capitalising on major regional events such as the Expo 2020 in Dubai and the FIFA World Cup 2022, which is expected to be held in Qatar; • ensuring that we make regular and cost-efficient investments in each of our theme park destinations which are designed to maintain the quality and safety of our attractions and to increase visitor numbers, support price increases and drive revenue growth and margin enhancement, as well as to maintain the long-term attractiveness of Dubai Parks and Resorts. These investments are likely to include installing new attractions, replacing old attractions with new, more up-to-date attractions, upgrading and/or re-theming existing attractions, potentially, securing new IP rights or extensions to existing IP rights and the general maintenance of existing attractions (including ensuring health and safety standards are met); and • potentially expanding one or more of our three theme parks to meet additional demand (the land area within which each park is constructed contains sufficient room to permit such expansion). Together with our founder, we continue to explore other opportunities to develop the land surrounding Dubai Parks and Resorts which is currently owned by our founder, and our founder has agreed to offer us a right of first refusal in relation to any project proposed to be developed by it on this land, pursuant to a relationship agreement entered into between us and our founder (the Relationship Agreement). Examples of such development might include the addition of new theme parks, hotels and retail, dining and

12 entertainment destinations. Any such proposals would be governed by the Relationship Agreement and be subject, at least, to prior agreement being reached in relation to: • the acquisition from our founder of the necessary land at its then current fair market value, as determined by a independent valuer; • appropriate IP rights and operator arrangements in the case of new theme parks and, potentially, hotels; and • the necessary funding of the relevant proposed development. We have entered into the Relationship Agreement in which our founder has given certain covenants. See ‘‘Related party transactions—Relationship agreement’’ for a description of this agreement. Our founder executed a memorandum of understanding (MoU) with Six Flags Theme Park Inc. (Six Flags) on 7 April 2014. The MoU relates to an exclusive licence (the Licence) to develop a Six Flags branded theme park in the GCC to be located adjacent to the Project. The MoU also contemplates a licence agreement and a management services agreement (the Management Services Agreement) pursuant to which Six Flags would provide management services for the proposed theme park for a specified term. The MoU terminates on 15 March 2015 (the Long Stop Date), unless definitive documentation in relation to the Licence and the Management Services Agreement has been executed by that time. The MoU provides that Six Flags will deal exclusively with our founder with regard to the development of a Six Flags branded theme park in any member country of the GCC prior to the Long Stop Date. The MoU also sets out a specific schedule of fees for our founder to pay to Six Flags prior to the opening of the proposed theme park. Several of these payments have been made by our founder in accordance with the fee schedule. Negotiations with respect to definitive documentation is ongoing. Although, as a result of the Relationship Agreement, we expect that our founder will offer to transfer its rights and obligations under the MoU and any definitive documentation entered into to us, no agreement has been reached between us and our founder in relation to this proposed theme park and any such agreement would need to include the necessary land to be transferred and would be subject to appropriate financing, which could include additional equity being issued. Any such transactions will be related party transactions and will be subject to the approval process discussed under ‘‘Related party transactions— Relationship agreement’’. There can be no assurance that we will enter into definitive documentation with our founder relating to this theme park, or if such documentation is executed, that we will be able to successfully develop and open a Six Flags branded theme park.

Risk factors There are risks involved in investing in the Shares and risks that could negatively affect the price of the Ordinary Shares. See ‘‘Risk factors’’ for a further description of these risks. The following risks may not be exhaustive and do not necessarily include all of the risks associated with an investment in us and the Ordinary Shares: • The Project involves the development of three theme parks and two related facilities over a remaining period that is expected to be two years and, as a result, we are exposed to significant development and construction risks; • This Offering Memorandum contains projections of our future results which are unlikely to prove accurate over time; • We are dependent on the skills and experience of our management and key members of our consulting teams to ensure the successful development of the Project and the implementation of our future business strategy; • We expect that Dubai Parks and Resorts will face significant competition once the Project is completed; • We expect that Dubai Parks and Resorts will be subject to factors that generally affect the leisure and recreation industry and which are outside our control, including, in particular, general economic conditions; • Our future results of operations will depend on tourism in Dubai and the UAE; • We are subject to political and economic conditions in Dubai, the UAE and the MENA region;

13 • Our IP rights are critical to the successful future operation of our theme parks and we would be materially adversely affected if we lose any of our IP rights or if the value of the brands to which we have secured IP rights materially declines; • Once Dubai Parks and Resorts becomes operational, we will be dependent on the performance of our operators; • Our ability to market Dubai Parks and Resorts will be critical to our future success; • The Project and Dubai Parks and Resorts could be adversely affected by catastrophic events, acts of terrorism and other factors beyond our control; • We are exposed to the risk of serious accidents and other safety incidents; • We could be adversely affected by changes in public and consumer tastes; • Our growth strategy may not be successful; • We expect that our future results of operations will show significant seasonality driven by prevailing weather conditions in Dubai and the timing of the Holy Month of Ramadan; • To help fund the Project, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility and drawings under this facility could, in certain circumstances, have a material adverse effect on our future operations and future ability to pay dividends; • We may not be able to fund future capital expenditure and investment in new attractions; • We may not have adequate insurance; • The high fixed cost structure of theme park operations can result in significantly lower margins if our revenue declines; • We are and will be required to comply with applicable laws and regulations and to maintain licences and permits to operate our existing and future businesses, and our failure to do so could materially adversely affect our future operations and prospects; • We are subject to various environmental and health and safety laws, regulations and standards in connection with the Project; • The success of Dubai Parks and Resorts will depend on our ability to recruit and train an appropriate workforce; • We are dependent on our IT systems, which may fail or be subject to disruption; • We are not currently a party to certain key Project-related contracts which could adversely affect us should a counterparty default before we become a party to the relevant contract; • In preparation for the Offering, we have implemented a number of corporate governance and other policies, processes, systems and controls which have a limited operating history; • After the Offering, our founder will continue to be able to exercise significant influence over us, our management and our operations; • Substantial sales of Ordinary Shares by our founder could depress the price of the Ordinary Shares; • We may not pay cash dividends on the Ordinary Shares. Consequently, you may not receive any return on your investment unless you sell your Ordinary Shares for a price greater than that which you paid for them; • The Offering may not result in an active or liquid market for the Ordinary Shares; • The DFM is significantly smaller in size than other established securities markets and there can be no assurance that a liquid market in the Ordinary Shares will develop; • Investors’ rights as shareholders will be governed by UAE law and may differ in some respects to the rights of shareholders under the laws of other jurisdictions; • It may be difficult for shareholders to enforce judgments against us in the UAE, or against our directors and senior management; and

14 • Holders of the Ordinary Shares may not be able to exercise their pre-emptive rights if we increase our share capital.

EXPECTED TIMETABLE

Procedure Date Commencement of subscription ...... Monday, 17 November 2014 Expected closing date of the Offer Period for the Qualified Institutional Offering ...... Thursday, 27 November 2014 Expected closing date of the Offer Period for the UAE Offer ...... Sunday, 30 November 2014 Latest date and time by which payment for the Shares purchased in connection with the Qualified Institutional Offering must be made (unless otherwise agreed with the Joint Bookrunners) ...... Sunday, 30 November 2014, 2:00pm (UAE time) Constitutive General Assembly ...... Monday, 8 December 2014 Expected date of delivery of the Shares, Admission and first day of trading of the Ordinary Shares on the DFM (the Closing Date) . . . Wednesday, 10 December 2014

15 SUMMARY HISTORICAL FINANCIAL INFORMATION The summary special purpose combined financial information below shows our combined financial statements as at and for the following periods: • the period from 11 July 2012 to 31 December 2012; • the year ended 31 December 2013; and • the eight months ended 31 August 2014. The summary special purpose combined financial information has been derived from our Historical Financial Information included elsewhere in this Offering Memorandum and should be read in conjunction with our Historical Financial Information. See also ‘‘Presentation of financial and other information—Historical Financial Information’’ for important information about the financial information presented below.

Special purpose combined statement of comprehensive income

Period Period ended Year ended ended 31 August 31 December 31 December 2014 2013 2012 (AED millions) General and administrative expenses ...... (6.9) (12.8) (4.2) Loss for the period ...... (6.9) (12.8) (4.2) Other comprehensive income ...... ——— Total comprehensive loss for the period ...... (6.9) (12.8) (4.2)

Special purpose combined statement of financial position

As at As at As at 31 August 31 December 31 December 2014 2013 2012 (AED millions) ASSETS Property and equipment ...... 838.9 317.2 44.0 Investment properties ...... 17.9 2.6 — Advances to contractors and prepayments ...... 114.2 20.0 14.6 Total assets ...... 970.9 339.8 58.6 EQUITY AND LIABILITIES Equity Share capital ...... 0.3 0.6 0.3 Proposed share capital increase ...... 685.8 —— Accumulated losses ...... (23.9) (17.0) (4.2) Total equity/(deficit) ...... 662.2 (16.4) (3.9) Liabilities Due to related parties ...... — 315.5 58.7 Trade and other payables ...... 308.7 40.8 3.8 Total liabilities ...... 308.7 356.3 62.5 Total equity and liabilities ...... 970.9 339.8 58.6

16 Special purpose combined statement of cash flows

Period Period ended Year ended ended 31 August 31 December 31 December 2014 2013 2012 (AED millions) Cash flows from operating activities Loss for the period ...... (6.9) (12.8) (4.2) Adjustment for non-cash items: General and administrative expenses ...... 6.9 12.8 4.2 Net cash from operating activities ...... ——— Cash and cash equivalents at the end of the period ...... ———

17 SUMMARY PROJECTIONS The summary Projections below show our projected consolidated balance sheet, income statement and cash flow information as at, and for the four months ended, 31 December 2014 and as at, and for each of the years ended, 31 December 2015, 2016, 2017, 2018 and 2019. The summary Projections have been derived from the Projections included elsewhere in this Offering Memorandum and should be read in conjunction with all of the information under ‘‘Financial projections’’. See also ‘‘Presentation of financial and other information—Projections’’ for important information about the Projections presented below.

PROJECTIONS Projected consolidated statements of financial position The table below shows our projected consolidated statements of financial position as at 31 December in each of 2014, 2015, 2016, 2017, 2018 and 2019.

As at 31 December 2014 2015 2016 2017 2018 2019 (AED thousands) ASSETS Property and equipment ...... 1,772,304 4,607,844 8,786,021 8,460,041 8,176,659 7,906,357 Intangible assets ...... ——62,545 56,131 49,716 43,301 Investment properties ...... 228,372 312,827 374,236 365,248 357,454 350,269 Inventories ...... ——37,034 39,329 44,891 50,425 Accounts receivables ...... ——41,351 44,359 47,657 53,616 Advances to contractors and prepayments ...... 198,832 352,392 10,050 12,764 15,478 18,191 Cash and bank balances ...... 4,327,052 3,785,536 486,946 622,139 619,787 742,430 Total assets ...... 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589 Equity and liabilities Equity Share capital ...... 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828 Statutory reserve ...... ————10,846 35,779 Accumulated losses ...... (121,085) (446,679) (1,005,800) (1,041,595) (943,985) (719,583) Total equity ...... 6,200,742 5,875,148 5,316,027 5,280,233 5,388,688 5,638,024 Liabilities Borrowings ...... — 2,496,197 4,013,438 4,214,558 3,793,102 3,371,646 Provision for end of service benefits . ——2,874 14,701 25,650 36,356 Trade and other payables ...... 325,817 687,254 437,214 60,018 70,129 80,006 License fees accruals ...... ——6,699 7,038 7,210 8,395 Deferred revenue ...... ——21,930 23,464 26,862 30,162 Total liabilities ...... 325,817 3,183,450 4,482,155 4,319,779 3,922,953 3,526,565 Total equity and liabilities ...... 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589

18 Projected consolidated statements of comprehensive income The table below shows our projected consolidated statements of comprehensive for the four month period ending 31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and 2019.

For the 4 month period ended 31 December For the year ended 31 December 2014 2015 2016 2017 2018 2019 (AED thousands) Revenue ...... ——562,942 2,447,051 2,754,975 3,085,806 Direct costs ...... ——(374,948) (1,578,690) (1,740,537) (1,926,159) Gross profit ...... ——187,994 868,361 1,014,437 1,159,647 General and administrative expenses . (97,162) (359,896) (682,900) (634,424) (663,223) (694,526) Operating (loss)/income for the period ...... (97,162) (359,896) (494,906) 233,937 351,214 465,122 Interest income ...... — 34,302 ———— Interest expense ...... ——(64,215) (269,732) (242,759) (215,785) (Loss)/income for the period ...... (97,162) (325,594) (559,121) (35,795) 108,455 249,336 Other comprehensive income ...... —————— Total comprehensive (loss)/income for the period ...... (97,162) (325,594) (559,121) (35,795) 108,455 249,336

19 Projected consolidated cash flow statements The table below shows our projected consolidated cash flow statement for the four month period ending 31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and 2019.

For the 4 month period ended 31 December For the year ended 31 December 2014 2015 2016 2017 2018 2019 (AED thousands) Cash flows from operating activities Loss for the period ...... (97,162) (325,594) (559,121) (35,795) 108,455 249,336 Adjustment for non-cash items: Provision for end of service benefits . . ——2,874 11,828 12,419 13,271 Depreciation ...... ——88,017 352,628 355,758 360,267 Amortisation ...... ——1,604 6,415 6,415 6,415 Interest expense ...... ——64,215 269,732 242,759 215,785 Interest income ...... — (34,302) ———— Payment of employees end of service benefits ...... ————(1,470) (2,565) Changes in working capital: Advances to contractors and prepayments ...... (84,664) (153,560) 278,193 (2,714) (2,714) (2,714) Inventories ...... ——(37,034) (2,296) (5,562) (5,534) Accounts receivables ...... ——(41,351) (3,009) (3,298) (5,959) Trade and other payables ...... 211,949 361,436 (250,039) (377,196) 10,111 9,877 License fees accruals ...... ——6,699 338 172 1,185 Deferred revenue ...... ——21,930 1,534 3,399 3,300 Net cash generated from / (used in) operating activities ...... 30,123 (152,020) (424,013) 221,466 726,444 842,665 Cash flows from investing activities Expenditures on property and equipment ...... (216,987) (2,708,534) (4,105,832) (17,661) (63,348) (80,874) Expenditure on investment properties . (30,699) (84,455) (63,655) — (1,234) (1,907) Net cash used in investing activities .. (247,686) (2,792,989) (4,169,487) (17,661) (64,583) (82,781) Cash flows from financing activities Share capital introduced ...... 4,544,615 — ———— Proceeds from / (repayment of) bank loan ...... — 2,496,197 1,517,241 201,120 (421,456) (421,456) Cash transferred to a debt service reserve account and restricted cash . — (204,866) (904) (4,394) (6,988) (7,421) Interest received ...... — 34,302 ———— Interest paid ...... — (127,007) (222,330) (269,732) (242,759) (215,785) Net cash generated from / (used in) financing activities ...... 4,544,615 2,198,626 1,294,007 (73,006) (671,202) (644,662) Cash and cash equivalents at the beginning of the period ...... — 4,327,052 3,580,670 281,177 411,976 402,635 Cash and cash equivalents at the end of the period ...... 4,327,052 3,580,670 281,177 411,976 402,635 517,857

Supplemental cash flow information (non-cash transactions) See ‘‘Related Party Transactions’’ for a description of non-cash contribution made or to be made by our founder. In addition, we reclassified AED 64 million from Advances to contractors and prepayments to Intangible assets for the year ended 31 December 2016 reflecting the anticipated commencement of park operations.

20 THE OFFERING

Company ...... Dubai Parks and Resorts PJSC, a public joint stock company (PJSC) under incorporation in the Emirate of Dubai, UAE, pursuant to Federal Law No. 8 of 1984 concerning commercial companies, as amended (the Companies Law). Offering ...... 2,528,731,083 Ordinary Shares are being offered in the Offering. The Offering comprises the Qualified Institutional Offering and the UAE Offer. The Qualified Institutional Offering will comprise up to 60 per cent. of the Shares. The UAE Offer will comprise a minimum of 40 per cent. of the Shares. The Offering is subject to the full subscription of all the Shares including the subscription of the UAE Offer to a minimum of 40 per cent. of the Shares. The Shares are being offered outside the United States in reliance on Regulation S. The Exempt Offer is being made in the DIFC pursuant to an exemption from registration under the Markets Rules Module of the DFSA’s Rulebook. Subject to the approval of the SCA, the Company reserves the right to alter the percentage of the Offering which is to be made available to either the UAE Offer or the Qualified Institutional Offering. Qualified Institutional Offering . Up to 1,517,238,650 Ordinary Shares (representing up to 60 per cent. of the total Shares offered in the Offering) are being offered to institutional investors in the Qualified Institutional Offering outside the United States in reliance on Regulation S. The minimum subscription application size under the Qualified Institutional Offering is 10,000,000 Shares per applicant. Exempt Offer ...... A number of Ordinary Shares to be determined by the Joint Bookrunners and the Company are being offered in the Exempt Offer in the DIFC, as part of the Qualified Institutional Offering pursuant to an exemption from registration under the Markets Rules Module of the DFSA’s Rulebook. UAE Offer ...... The UAE Offer will comprise a minimum of 885,055,879 Ordinary Shares (representing a minimum of 35 per cent. of the total Shares offered in the Offering), to be allocated as follows: (a) 252,873,108 Ordinary Shares (representing 10 per cent. of the total Shares offered in the Offering) to natural persons, with a minimum subscription application size of 5,000 Shares and a maximum subscription application size of 4,999,999 Shares; and (b) 632,182,771 Ordinary Shares (representing 25 per cent. of the total Shares offered in the Offering) to certain types of juridical persons and high net worth individuals, with a minimum subscription application size of 5,000,000 Shares. In addition, the EIA has the right to subscribe for 126,436,554 Ordinary Shares (representing 5 per cent. of the total Shares offered in the Offering). If, however, the EIA elects not to subscribe, such Shares will be made available to natural persons on the basis described in (a) above. Ordinary Shares ...... Upon conversion of the Company to a public joint stock company, our share capital will consist of 6,321,827,708 Ordinary Shares, each with a nominal value of AED 1.00, which are fully paid, issued and outstanding. The Ordinary Shares have the rights described under ‘‘Description of share capital’’. Offer Price ...... The Offer Price is AED 1.01 per Share, which includes AED 0.01 per Share in offer costs.

21 Commencement of the Offering . On 17 November 2014. Expecting Closing Date ...... On or about 10 December 2014. Payment and settlement ...... Payment for the Shares purchased in connection with the Qualified Institutional Offering shall be made in AED. Purchasers will be required to make full payment for the Shares to the Joint Bookrunners for receipt by the Joint Bookrunners on or prior to 2:00 pm (UAE time) on 30 November 2014, unless otherwise agreed with the Joint Bookrunners. In the event of a failure to make timely payment, purchasers of Shares may incur significant charges or forfeit their Shares. Delivery of the Shares is expected to be made on the Closing Date to the accounts of purchasers through the book-entry facilities operated by the DFM. Trading of the Shares will take place through the trading system of the DFM. Shares will be held under national investor numbers (NINs) assigned by the DFM either to the holders directly or through custodian omnibus accounts and the ownership of the Shares will be evidenced by the holdings under each such NIN. Clearing and settlement of trades on the DFM by brokers or custodians may be performed only through members of the DFM that are authorised clearing members (the Clearing Members). Settlement of securities trading on the DFM is governed by the DFM’s rules and regulations, which are available from its website, www.dfm.ae. Restrictions on purchases and transfers of Shares ...... The Shares are subject to certain restrictions on their purchase, resale and transfer. For more information, see ‘‘Subscription and sale’’ and ‘‘Transfer restrictions’’. Dividends ...... Based on the Projections, the Company does not expect to earn significant revenue until 2017 at the earliest. As a result, the Company is unlikely to pay dividends on the Ordinary Shares until the business becomes fully operational, subject to the availability of profits, capital expenditure plans and other cash requirements in future periods. There is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be. See ‘‘Dividend policy’’. Use of proceeds ...... The net proceeds generated by the Offering (after the deduction of the fees and commissions payable to the Managers and the other expenses of the Offering payable by the Company) will be approximately AED 2,494,000,000. The Offering is being conducted, among other reasons, to provide equity to fund the Project. Listing and trading ...... We have applied for the Ordinary Shares to be listed on the DFM under the symbol ‘‘DUBAIPARKS’’. Prior to the Offering, there has not been any public market for the Ordinary Shares. There will be no conditional dealings in the Ordinary Shares prior to Admission. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on the DFM on or about the Closing Date.

22 Lock-up ...... Pursuant to the terms of an underwriting agreement, to be entered into prior to Admission, among the Company and the Managers (the Underwriting Agreement), we will contractually agree, for a period of 180 days after Admission and, pursuant to the terms of an agreement to be entered into prior to Admission, among our founder, us and the Joint Bookrunners (the Founder Lock-up Agreement), our founder will contractually agree for the Two-year Lock-up Period (as defined below), not to, in each case, and subject to certain customary exceptions (A) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell or grant any option, right, warrant, or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, any of our or their Ordinary Shares or other shares of ours, or securities convertible or exchangeable into or substantially similar to Ordinary Shares, (B) enter into any other agreement with the same economic effect, or (C) publicly announce such an intention to effect any such transaction, in each case, without the prior written consent of the Joint Global Coordinators. For more information, see ‘‘Subscription and sale’’. The members of the senior management team named under ‘‘Management’’ who acquire Shares in the Offering have contractually agreed with us and the Joint Bookrunners that they shall not, directly or indirectly offer, sell, contract to sell, pledge, charge, grant options over or otherwise dispose of, directly or indirectly, any of their Shares, other than to their legal heirs or the trustees for the time being of their estate and personal representatives, for a period of 2 years after Admission or make any announcement relating thereto. In addition, pursuant to the Companies Law, our founder will be restricted from selling or transferring its Ordinary Shares during the period commencing on the Closing Date and ending on the date on which the Company publishes its audited financial statements for the second financial year following its conversion to a public joint stock company (the Two-year Lock-up Period). Taxation ...... For a discussion of certain tax considerations relevant to an investment in the Shares, see ‘‘UAE taxation’’. General Information ...... The DFM trading symbol of the Shares offered hereby will be DUBAIPARKS.

23 RISK FACTORS Investing in and holding the Shares involves significant financial risk. In the short- to medium-term, our business will principally comprise the development and construction of a multi-theme park complex in Dubai. Based on the Projections, we do not expect to earn material amounts of revenue until 2017 at the earliest. As a result, we are unlikely to generate profits or pay a dividend on the Ordinary Shares until the new business is fully operational and is generating a stable cash flow. Accordingly, should you sell your Shares before we pay any dividends, your investment returns will depend on the price of the Ordinary Shares at the time of sale. There are a number of factors which could negatively affect the price of the Ordinary Shares and you should pay particular attention to the following risks associated with an investment in us and the Ordinary Shares, which should be considered together with all other information contained in this Offering Memorandum. If one or more of the following risks arises, this could impact the accuracy of the Projections and may have a material adverse effect on our business, financial condition, results of operations and prospects, as well as on the price of the Ordinary Shares, and you could lose all or part of your investment. The risks set out below may not be exhaustive and do not necessarily include all of the risks associated with an investment in us and the Ordinary Shares. Additional risks and uncertainties not currently known to us or which we currently deem immaterial may arise or become material in the future. These could also impact the accuracy of the Projections and may have a material adverse effect on our business, results of operations, financial condition and prospects, as well as on the price of the Ordinary Shares. You should consider carefully whether an investment in the Shares is suitable for you in light of the information in this Offering Memorandum and your personal circumstances. If you are in any doubt about any action you should take, you should consult a competent independent professional adviser who specialises in advising on the acquisition of listed securities. This document also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks we face. See ‘‘Information regarding forward-looking statements’’. Save as required by applicable law, we are not obliged to, and make no commitment to, release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this Offering Memorandum.

RISK FACTORS RELATING TO THE PROJECT AND OUR FUTURE BUSINESS The Project involves the development of three theme parks and two related facilities over a remaining period that is expected to be two years and, as a result, we are exposed to significant development and construction risks We are presently in the early stages of developing the Project which we currently expect to complete before the end of the third quarter of 2016 at a total capital cost of AED 10.5 billion, although this is subject to a wide range of development and construction risks. The Project involves the construction of three theme parks, a four star resort hotel and a retail, dining and entertainment complex which will be known as Dubai Parks and Resorts. Some of the key risks and uncertainties to the successful and timely execution of the Project include: • delays in construction and cost overruns whether due to variations to original design plans or for any other reason, such as unforeseen engineering problems and design faults and/or defective materials or building methods; • delays in completing necessary infrastructure works; • a shortage and/or increase in the cost of construction and building materials, equipment or labour as a result of overall real estate development conditions in Dubai and the UAE, rising commodity prices or inflation or otherwise; • our inability to pass through risks contractually to contractors as a result of which we may become exposed to various market or contractor risks; • default by or financial difficulties faced by contractors and other third-party service and goods providers or failure by any of our contractors or other providers to meet their contractual obligations; • our inability to find a suitable contractor following a default by an appointed contractor; • disputes between contractors and their employees, other work stoppages and accidents; • the need to make significant capital expenditures without receiving revenue from the Project until after it is completed;

24 • delays or inability to obtain all necessary building, development and other required governmental and regulatory licences, permits, approvals and authorisations; and • possible shortage of available cash to fund any unanticipated cost increases and the related possibility that any required additional financing for the Project as a result may not be available on acceptable terms or at all. We are also reliant on the skills of a wide range of consultants, including in particular Samsung C&T Engineering and Consulting Group (Samsung C&T), who are responsible for programme management, and Hill International, Inc. (Hill International), who are responsible for technical management, as well as the timely performance by them of their contractual obligations. See ‘‘We are dependent on the skills and experience of our management and key members of our consulting teams to ensure the successful development of the Project and the implementation of our future business strategy’’ below. In addition, we are reliant on the vendors of the 73 attractions to be included in the theme parks and the expected 10 additional attractions in the LEGOLAND Dubai waterpark to construct and install those attractions in a timely manner and in accordance with all contractual specifications. Reflecting these factors and any unforeseen events that may occur, we cannot be certain that the Project will be completed within the anticipated time frame, in accordance with the original specifications, within the original budget or at all. Any of the factors referred to above, either alone or in combination, could materially delay the completion of the Project or materially increase the costs associated with the Project, which could materially adversely affect our future operating results and, in the case of a material delay, could result in the loss of certain intellectual property rights. See ‘‘Our IP rights are critical to the successful future operation of our theme parks and we would be materially adversely affected if we lose any of our IP rights or if the value of the brands to which we have secured IP rights materially declines’’. The failure to complete construction according to specifications may also result in liabilities, reduced efficiency and lower financial returns than anticipated which may result in our having to enter into restructuring negotiations with our creditors. These risks are further heightened by the fact that we are developing five components of the Project at the same time, with multiple contractors engaged, thereby increasing the overall complexity of the Project. Delays in one part of the Project may cause delays to other parts and to the overall Project completion timetable. For example, if any infrastructure and ground works are delayed, this would be likely to have knock on effects in relation to the construction works for the relevant area. We and our consultants and contractors are also exposed to the risk of incidents occurring in relation to the development of the Project, which may or may not be caused by design faults, construction defects or failures to comply with applicable health and safety or other regulatory requirements. These incidents may result in personal injuries, loss of life or material property damage for which we might be responsible in whole or in part. Any such incidents could materially adversely affect us through fines or other sanctions, through reputational damage and through remediation costs if the incident is not covered by our insurance, as to which see ‘‘We may not have adequate insurance’’ below. In addition, a prolonged period of difficult economic conditions could result in slow downs and/or defaults in the performance of services by any of our contractors who are faced with financial difficulties. Conversely, a boom in the construction industry in the UAE and wider Middle East and North Africa (MENA) region could result in shortages of materials and availability of third party service providers, resulting in delays to the Project and increased costs. Either of these effects could be aggravated by the fact that we will be relying on income from the Project in order to repay the financing incurred in connection with the Project.

This Offering Memorandum contains projections of our future results which are unlikely to prove accurate over time The Projections included in this document in respect of the Post-opening Period are based on detailed estimates and assumptions which were prepared by the Technical Expert and included in the Feasibility Study. A summary of the Assumptions is set out under the heading ‘‘Financial projections—Assumptions’’. The Assumptions include the following overarching and specific assumptions:

Overarching assumptions • the UAE and Dubai will demonstrate healthy GDP growth and attain the targets set out in Dubai Tourism Vision 2020 and will continue to be a strong tourist destination beyond that;

25 • the Project will be successfully completed and Dubai Parks and Resorts will be opened on schedule before the end of the third quarter of 2016; and • Dubai Parks and Resorts will have high quality, well-managed world class operations.

Specific assumptions • the number of visits (being each entry by a visitor, with a visitor able to make more than one visit in a specified period) to each of the three parks comprised within the Project, based on addressable market and theme park penetration assumptions; • the number of visits to each of the three theme parks, based on addressable market and theme park penetration assumptions; • ticket prices, based on assumptions in relation to ticket packages and non-admission spend for each of the theme parks; • the revenue per available room at the hotel, based on estimated rack rates, yields and occupancy figures; • the gross leasable area and lease rates for Riverpark; • key cost items such as staff expenses, cost of goods sold, marketing costs and maintenance; • reinvestment capital expenditure; • growth rates for each of the assumptions above; and • other specific assumptions provided by the Company (for further detail, see ‘‘Financial projections—Assumptions’’. The Projections cover both the Pre-opening period and the Post-opening Period and extend to 31 December 2019. The Projections do not constitute a forecast or guarantee of our future results. The Projections cover an extended period of time for a business venture with no previous trading history and are primarily based on the Assumptions which are subject to numerous and substantial uncertainties. Reflecting these factors and the wide range of possible events that could impact any of the estimates and assumptions made as well as the likelihood that significant unusual or non-recurring events may also occur, the Projections are unlikely to prove accurate over time. You should carefully consider the Assumptions underlying the Projections and form your own view, in conjunction with your own professional advisers, as to the reasonableness or otherwise of them. If our actual results do not match or exceed the Projections, the price of the Ordinary Shares could be materially adversely affected.

We are dependent on the skills and experience of our management and key members of our consulting teams to ensure the successful development of the Project and the implementation of our future business strategy There is a limited pool of people both globally and regionally with the skills and experience to develop and manage new theme parks and consequently competition for their services is intense. In particular, many of our competitors are globally established businesses with significant financial resources. Accordingly, we expect that from time to time members of our key management, design and project management staff may receive alternative offers of employment from these competitors and our ability to retain these key personnel (or replace any of them who leave our service) will, in large part, depend on whether there are features of the offer which we are unable to match. In addition, we expect that key staff members may also choose to leave us for personal or other reasons. We cannot be certain that we will be able to retain all of our key personnel and we may incur significant costs in replacing any lost personnel, in particular our Chief Executive Officer (CEO), the Technical Adviser to our CEO, our Chief Technical Officer, our Chief Projects Officer, our Chief Financial and Investment Officer and our Senior Director, Theme Park Operations, all of whom have significant relevant experience in relation to the Project. In addition, our ability to execute our future business strategy is likely to be impaired if we are unable to replace such persons in a timely manner. Furthermore each of our key consultants, Samsung C&T and Hill International, and certain of their team members have considerable experience in theme park programme and construction management. If we lose the services of either of these consultants for any reason our ability to deliver the Project may be disrupted, and if any of the key staff members at either consultant change employment during the

26 construction of the Project, the performance of the relevant contractors might be adversely impacted which in turn could also affect our ability to deliver the Project on time and on budget.

We expect that Dubai Parks and Resorts will face significant competition once the Project is completed We expect that, once the Project is completed, Dubai Parks and Resorts will compete for discretionary tourist and local spending and discretionary free time with many other entertainment alternatives in the UAE and regionally and that the Project will be subject to a range of factors that generally affect the recreation and leisure industry, including general economic conditions. Dubai Parks and Resorts will compete directly for discretionary spending and discretionary free time with: • other theme parks (such as Ferrari World in Abu Dhabi which is currently being expanded and other theme parks in the UAE which have either been announced, such as a proposed Warner Brothers theme park in Abu Dhabi, or are currently under development, such as IMG Worlds of Adventure in Dubai). See generally ‘‘Market overview—Competitive environment—Leisure and entertainment options in the UAE’’; and • other visitor attractions (including, in particular, a number of large waterparks in the UAE), and indirectly with all other types of recreational and cultural facilities and alternative forms of entertainment, tourism and recreation activities, including shopping malls, new media, in-home entertainment, sporting events (both regular and ‘‘one-off’’ events such as the Olympics and the FIFA World Cup) and vacation travel. Within our regional market, we expect that the principal factors affecting competition will include the location and brand positioning of Dubai Parks and Resorts, price, customer-friendliness, the uniqueness and perceived quality and safety of the attractions, activities and/or entertainment on offer, the atmosphere and cleanliness of Dubai Parks and Resorts and the quality of the food and beverage and other services offered. Future competition may divert consumers from Dubai Parks and Resorts which could reduce our future revenue and/or increase our future marketing costs. It may also cause us to reduce, or limit our ability to raise, admission and other relevant prices (such as hotel room rates) and may require us to make significant new investments to increase the attractiveness of our offering to avoid losing visitors to competitors and competing alternatives. In addition, we may experience competition for resources, including new intellectual property rights and labour, which could result in increased admission prices and room rates which could have a negative affect on visitor attendance at Dubai Parks and Resorts. We cannot be certain that competition from other free and paid-for attractions or other forms of entertainment will not materially adversely affect our business in the future.

We expect that Dubai Parks and Resorts will be subject to factors that generally affect the leisure and recreation industry and which are outside our control, including, in particular, general economic conditions We expect that Dubai Parks and Resorts will be exposed to a range of factors that generally affect the recreation and leisure industry and discretionary consumer spending trends, leading to changing visitor patterns that are outside our control. In particular, we expect that general economic conditions and trends, both in the UAE and in our principal target markets within a reasonable travel radius of Dubai, will have a significant impact on our future business. Economic conditions could affect our future business in a number of ways, including: • visitor volumes at Dubai Parks and Resorts and the amount that visitors spend when they visit may decrease if relative disposable income decreases, unemployment increases or the spending habits of potential visitors change to reflect any increased uncertainty or apprehension regarding economic, social or political conditions. In addition, to the extent that these factors impact the countries which generate the most tourist visits to Dubai (for example, Saudi Arabia, India, the United Kingdom, the United States and Germany which between them generated 32.5 per cent. of Dubai’s tourist visitors in 2013 based on statistics published by the Dubai Department of Tourism and Commerce Marketing (DTCM), the effects on our future business could be magnified; • fluctuations in global exchange rates, particularly any strengthening of the US dollar, could reduce the spending power in Dubai of tourists whose home currency is not either the US dollar or another currency whose exchange rate is pegged to the US dollar and this could impact both attendance at Dubai Parks and Resorts and reduce the amount spent by those who do visit. Such fluctuations may also

27 increase our supply costs where material supply contracts require payment in currencies other than the dirham or the US dollar; • increases in prices generally could result in a shift in consumer demand away from the leisure and entertainment products that we offer which could adversely affect our future revenue whilst at the same time potentially negatively impacting (i.e. increasing) our costs. Further, an increase in specific prices, such as fuel prices, could impact travel costs that could adversely affect travel to Dubai and operating costs dependent on fuel such as utilities and cooling, see ‘‘Our future results of operations will depend on tourism in Dubai and the UAE’’ below; and • difficult economic conditions and recessionary periods in particular markets could negatively affect our ability to obtain supplies, services and credit and could also negatively impact the ability of third parties in those markets (including the vendors of the attractions to be installed in our theme parks) to meet their contractual obligations to us. We are also exposed to adverse regional political and macroeconomic developments, see ‘‘We are subject to political and economic conditions in Dubai, the UAE and the MENA region’’ below as well as changes in consumer tastes and spending habits, see ‘‘We could be adversely affected by changes in public and consumer tastes’’ below.

Our future results of operations will depend on tourism in Dubai and the UAE We anticipate that a significant proportion of the visitors to Dubai Parks and Resorts will be tourists, both from the MENA region and the Indian subcontinent, as well as from more distant key international markets which have represented a significant portion of Dubai’s historic tourist markets. Accordingly, a decline in the attractiveness of Dubai Parks and Resorts to international visitors and/or a decline in tourist arrivals in Dubai or the UAE generally would have a material adverse effect on our future operating results. In particular, our Project assumes a level of continued growth in Dubai’s tourist numbers. See ‘‘Financial projections—Assumptions’’. If our visitor numbers were to remain below the levels we have assumed when assessing the feasibility of the Project or were to decrease significantly at any time following the completion of the Project, our future operating results will be materially adversely affected. Our ability to attract international visitors to Dubai Parks and Resorts is subject to a number of factors, many of which are outside our control. These factors include: • the continued attractiveness of Dubai as a tourist destination, which could be negatively affected by a number of factors, including, for example, the imposition of onerous visa requirements or negative political developments in the region, see ‘‘We are subject to political and economic conditions in Dubai, the UAE and the MENA region’’ below; • the attractiveness of the theme parks as compared to competing destinations in Dubai, the MENA region or elsewhere in the world, see ‘‘We expect that Dubai Parks and Resorts will face significant competition once the Project is completed’’ and ‘‘We expect that Dubai Parks and Resorts will be subject to factors that generally affect the leisure and recreation industry and which are outside our control, including, in particular, general economic conditions’’ above; • the effectiveness of our marketing campaigns and initiatives, as well as those of the government of Dubai, targeting international visitors, see ‘‘Our ability to market Dubai Parks and Resorts will be critical to our future success’’ below; • the timely execution and delivery of planned hotel growth in Dubai and the UAE more generally as well as planned enhancements in other tourism-related infrastructure, such as announced airport expansion programmes in both Dubai and Abu Dhabi and related fleet increases in the major carriers based at those airports; • the extent to which other cities in the region choose to undertake significant development with the aim of capturing a larger share of tourist traffic; • significant increases in the cost of air travel, for example as a result of increased oil prices or increased taxes on airlines, or other factors which negatively impact air travel such as natural disasters like the Icelandic volcanic eruption in 2010, safety concerns following major incidents and prolonged airport or air traffic control strikes; and • factors that may adversely affect tourist visits to the region as a whole or more generally, such as political or social instability, global economic conditions, terrorist attacks or natural catastrophes, see ‘‘The

28 Project and Dubai Parks and Resorts could be adversely affected by catastrophic events, acts of terrorism and other factors beyond our control’’ below and ‘‘We are subject to political and economic conditions in Dubai, the UAE and the MENA region’’ below. If any of these or other factors result in a significant reduction in the number of international visitors to Dubai Parks and Resorts once it is open, our future operating results will be materially adversely affected.

We are subject to political and economic conditions in Dubai, the UAE and the MENA region All of our operations are and will be located in Dubai. While Dubai and the UAE more generally historically have experienced a relatively stable political environment, certain other jurisdictions in the MENA region have not. In particular, since early 2011 there has been political unrest in a range of countries in or proximate to the MENA region, including Syria, Iraq, Egypt, Turkey, Bahrain, Algeria, Libya, Iran, Lebanon, Jordan, Tunisia and Yemen. This unrest has ranged from public demonstrations to, in extreme cases, armed conflict and civil war, has led to the collapse of political regimes in Tunisia, Egypt and Libya, civil war in Syria and armed insurrection in Iraq and has given rise to significantly increased political uncertainty across the region. Our future business may be affected by the financial, political and general economic conditions prevailing from time to time in the UAE and the MENA region. For example, increased regional uncertainty could reduce foreign direct investment in the region and lead to capital outflows, increased repatriation of expatriates, increased volatility in regional financial markets and/or a reduction in tourism. It is not possible to predict the occurrence of events or circumstances such as war or hostilities, or the impact of such occurrences, and we cannot be certain that we will be able to sustain our operations if significant adverse political events or circumstances occur. A general downturn or instability in certain sectors of the UAE or the regional economy could also materially adversely affect us. You should also note that our business and future financial performance may be adversely affected by political, economic or related developments both within and outside the MENA region because of inter-relationships within the global financial markets. You should also be aware that investments in emerging markets, such as the UAE, are subject to greater risks than those in more developed markets, including risks such as: • political, social and economic instability; • external acts of warfare and civil clashes; • governments’ actions or interventions, including tariffs, protectionism, subsidies, expropriation of assets and cancellation of contractual rights; • changes in taxation and other laws and regulations; • difficulties and delays in obtaining new permits, licences and consents for business operations or renewing existing ones; and • potential lack of reliability as to title to real property in certain jurisdictions. Accordingly, you should exercise particular care in evaluating the risks involved and must decide for yourselves whether, in the light of those risks, your investment is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risk involved.

Our IP rights are critical to the successful future operation of our theme parks and we would be materially adversely affected if we lose any of our IP rights or if the value of the brands to which we have secured IP rights materially declines The right to use the trademarks, content and other intellectual property rights (together, the IP rights) associated with Dubai Parks and Resorts, including a range of DreamWorks Animation L.L.C. (DreamWorks) and Sony Pictures Consumer Products Inc. (Sony Pictures) IP rights in our motiongate theme park, LEGO IP rights in our LEGOLAND theme park and numerous film and other IP rights in our Bollywood Parks theme park, has been granted to us under a number of separate contractual agreements. For example, we have licensed the right to exploit 16 DreamWorks and eight Sony films in our motiongate theme park for periods of 10 and approximately eight years, respectively, from commencement of operations which is expected to be before the end of the third quarter of 2016.

29 We believe that our IP rights are critical to the successful future operation of our theme parks. However, many of these agreements include provisions allowing the grantor of the relevant IP rights to withhold approval of the manner in which we propose to use the relevant IP rights and to terminate the grant of the IP rights in certain circumstances, including, for example, material breach of the relevant licence and, in some cases, failure to open the relevant theme park or the hotel within an agreed period. See ‘‘Material contracts—Intellectual property agreements’’. If we lose any of our material IP rights or any of our licences to use the IP rights are not renewed when they expire, we would incur significant levels of capital expenditure in removing the relevant trademarks from the relevant theme parks and in introducing new trademarks and theming to, and marketing of, the affected theme parks. In addition, the loss of the benefit of association with these trademarks and the operational disruption would likely have a negative effect on visitor volumes to our theme parks. Further, we may incur significantly increased costs when renewing licences to use IP rights or extending any licences to cover new films. Each of our licences to exploit IP rights in our motiongate and Bollywood Parks theme parks provides that we will have the exclusive right to exploit the relevant films in a theme park anywhere within the Gulf Cooperation Council (GCC) region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the UAE). Our licence in respect of LEGOLAND Dubai covers in addition Algeria, Cyprus, Egypt, Jordan, Libya, Lebanon, Malta, Morocco, Syria, Tunisia and Yemen. As a result, we could be adversely affected by any loss of this exclusivity prior to the expiration date of the relevant licences or if a directly competing theme park opened in another nearby country in respect of which we do not have exclusivity. We could also be materially adversely affected by events which negatively impact the value of any of the brands in respect of which we have obtained IP rights. These events could include changes in consumer preferences generally (see ‘‘We could be adversely affected by changes in public and consumer tastes’’ below), unauthorised use of the brands by third parties or specific actions in relation to a particular brand, all of which are outside our control. Any material loss in value of one or more brands in respect of which we have IP rights could negatively impact attendance at any of our theme parks and/or result in significant additional costs should we decide to replace the affected brand.

Once Dubai Parks and Resorts becomes operational, we will be dependent on the performance of our operators When established, our theme parks will be managed by Parques Reunidos Servicios Centrales S.A.U. (Parques Reunidos) (in the case of motiongate and Bollywood Parks) and Merlin Entertainments Group Luxembourg s.a.r.l. (Merlin Entertainments) (in the case of LEGOLAND Dubai) and our hotel will be managed by Luxury Hotels International Lodging Ltd., a Marriott International Inc. (Marriott) company. As a result, our results of operations will, to a large extent, depend upon the performance of these operators under their respective management agreements as well as the reputation of, and developments affecting, these third party operators. Under the terms of our management agreements, these third party operators will have significant day to day control over the operations of our theme parks and resort hotel. As a result, even if we believe that a theme park or the hotel could be managed more efficiently in the future, we may not be able to convince the relevant operator to change its method of operation. In addition, if we wish to replace any operator, we may be unable to do so under the terms of the relevant management agreement or may need to pay substantial termination fees to do so and could experience substantial disruption at the affected theme park or hotel as a result. We are also exposed to: • adverse publicity or other adverse developments (such as safety-related incidents at other theme parks operated by our operators) affecting our operators or their brands generally which could result in reduced visitor numbers and revenue from one or more of our theme parks and our hotel; • changes in control of our operators which could impact our future relationship with the operator or affect the business of our assets managed by them; and • the bankruptcy or insolvency of any our operators which could result in lost revenue under the relevant management agreements and significant disruption as a result of replacing the bankrupt operator.

30 Our ability to market Dubai Parks and Resorts will be critical to our future success We have established a destination management company which we expect will manage a front-facing sales, marketing, packaging and sponsorship team designed to enhance overall Dubai Parks and Resorts revenues. See ‘‘Business of the group—Marketing strategy’’. During 2015 and up to the commencement of operations before the end of the third quarter of 2016, we expect to regularly release updates around key construction milestones, build credibility by attending travel exhibitions and other industry events, organise site visits for the media, establish a social media presence, sign up sponsors, initiate market specific campaigns to attract visitors, and create and start selling theme park visitor packages. If our marketing efforts do not appear to be attracting sufficient interest in Dubai Parks and Resorts, we may need to increase significantly the amount we spend on marketing and this level of expenditure may need to be sustained for a significant period after the opening of Dubai Parks and Resorts, which could have a negative effect on our future results of operations.

The Project and Dubai Parks and Resorts could be adversely affected by catastrophic events, acts of terrorism and other factors beyond our control The development of the Project and our business operations following its completion could be adversely affected or disrupted by a wide range of events which are outside our control. These events include: • adverse weather conditions arising from short-term weather patterns or long-term changes to predominant natural weather, hydrologic and climatic patterns, including sea levels; • excessive heat or rain, earthquakes, tsunamis, tropical cyclones, floods or other natural disasters; • major incidents, including chemical and radioactive or other material environmental contamination; • health concerns and major epidemics such as H1N1/swine flu, H5N1/bird flu and Ebola; • international and regional political or military developments; and/or • criminal acts or acts of terrorism. The occurrence of any of these events affecting Dubai, the UAE and/or the MENA region as well as travel to and from Dubai and the UAE or the willingness of the public to gather in public spaces may cause material disruptions to the development of the Project and/or our business operations following its completion, particularly to the extent that they impact the number of visitors to Dubai Parks and Resorts or tourist arrivals in Dubai more generally. In the event of any terrorist or other disruptive activity successfully targeting or otherwise impacting, or a catastrophic event impacting, Dubai Parks and Resorts, we cannot be certain that we would seek, or receive approval, to rebuild, restore or otherwise repair any damage, or that visitor volumes could be restored to levels experienced prior to the occurrence of such event. The effect of any of the events described above may be exacerbated to the extent that any such event involves risks for which we are uninsured or not fully insured. See ‘‘We may not have adequate insurance’’ below.

We are exposed to the risk of serious accidents and other safety incidents The safety of our contractors, employees and the visitors to Dubai Parks and Resorts is and will be one of our top priorities. We are at risk of accidents and other safety incidents occurring both during the construction of the Project and at Dubai Parks and Resorts once it becomes operational, particularly in relation to thrill rides which are inherently risky. In addition, we are also exposed to the risk of other safety incidents, including social disturbances and health concerns such as instances of food-borne illnesses at our food outlets, water-borne illnesses on our water rides and air-borne illnesses at any of our theme parks or other destinations. Any accident or other safety incident at one of our theme parks involving loss of life or harm to any persons or damage to property or assets (or the public perception of risk thereof) could expose us to financial risk, including personal injury and other liability claims and criminal proceedings. Investigations which we, our insurers or other interested parties may undertake following an incident involving a ride or attraction could cause the affected ride or attraction to be closed for a period of time or indefinitely which could negatively impact our reputation and visitor volumes. In addition, rides (including

31 high profile rides) at our theme parks could be subject to stoppages as a result of mechanical or technical faults. Accidents or other safety incidents at other theme parks, including those operated by the operators of our theme parks, may generate adverse media coverage which could adversely impact the visitor attractions industry generally and the general attitudes of potential visitors to Dubai Parks and Resorts. Any of these events could adversely affect our future visitor volumes and the impact of any particular event could be significantly magnified by media attention and the rapidly growing use of social media.

We could be adversely affected by changes in public and consumer tastes The future success of Dubai Parks and Resorts depends substantially on consumer tastes and preferences that can change in often unpredictable ways and on our ability to ensure that Dubai Parks and Resorts meets the changing preferences of the broad consumer market. In addition, our Bollywood Parks theme park will be the first of its kind in the world and whilst we believe that the concept will appeal to a large segment of our target market, we cannot assure you that this will be the case. Visitor traffic at Dubai Parks and Resorts could be adversely affected if the value of any the key brands around which it is themed diminishes as a result of changes in public and consumer tastes or for any other reason. See ‘‘Our IP rights are critical to the successful future operation of our theme parks and we would be materially adversely affected if we lose any of our IP rights or if the value of the brands to which we have secured IP rights materially declines’’ above. Similarly, any of the significant attractions at our theme parks may fail to achieve appropriate levels of consumer acceptance which could also affect visitor numbers at the relevant theme park and could mean that we incur significant additional capital expenditure in changing the relevant attraction. The continuing success of Dubai Parks and Resorts once it is operational will depend on our ability to maintain its consumer appeal and to create further attractions that meet the preferences of a broad consumer market and respond to any competitive developments. See ‘‘Our growth strategy may not be successful’’ below. If Dubai Parks and Resorts does not achieve sufficient consumer acceptance, our revenue from admission charges, hotel room charges, concessions, merchandise and food and beverage sales and leasing may decline or fail to grow to the extent that we anticipate when making investment decisions, thereby affecting the profitability of our future business.

Our growth strategy may not be successful Our future growth strategy is based around ensuring the successful completion of the Project in the short-term which involves many risks discussed in this section including, but not limited to, significant construction and development risks and risks relating to our ability to successfully market the Project. See ‘‘The Project involves the development of three theme parks and two related facilities over a remaining period that is expected to be two years and, as a result, we are exposed to significant development and construction risks’’ and ‘‘Our ability to market Dubai Parks and Resorts will be critical to our future success’’ above. In the medium-term, we expect to undertake expansion projects at some or all of our existing theme parks as well as make regular, planned investments that are intended to increase visitor numbers, support price increases and drive revenue growth and margin enhancement, as well as to maintain the long-term attractiveness of Dubai Parks and Resorts. We expect that these investments will include: • installing new attractions; • replacing old attractions with new, more up-to-date attractions; • upgrading and/or re-theming existing attractions; • potentially, securing new IP rights or extensions to existing IP rights; and • the general maintenance of existing attractions (including ensuring health and safety standards are met). We cannot be certain, however, that any of our future investments will result in revenue growth or margin enhancement at levels that we anticipate (or at all) or that, if our revenue does increase, the additional revenue will be sufficient to recover the amounts we invested and provide a return on the investment.

32 In addition, we may be unable to purchase or contract with third parties to build high quality attractions and to continue to service and maintain those attractions at competitive or beneficial prices, or to provide the replacement parts needed to maintain the operation of such rides. In addition, if our third-party suppliers’ financial condition deteriorates or they go out of business, we may not be able to obtain the full benefit of manufacturer warranties or indemnities typically granted or may need to incur greater costs for the maintenance, repair, replacement or insurance of these assets. This medium-term growth strategy will involve significant commitments of management resources and capital investments and will be subject to our ability to fund such investments. See, for example, ‘‘We may not be able to fund future capital expenditure and investment in new attractions’’ below. Although each of our existing theme parks includes an area for future expansion, most of the remaining land surrounding Dubai Parks and Resorts is owned by our founder. Whilst we may, in conjunction with our founder or alone, consider constructing additional theme parks or other distinct attractions in close proximity to Dubai Parks and Resorts, any such decision would be subject to our ability to: • acquire the necessary land from our founder, and we currently have no contractual right to require the sale of any part of that land to us except through our right of first refusal. See ‘‘Business of the group— Strategy’’; • secure the necessary IP rights; and • secure appropriate funding for the development. As discussed under ‘‘Business of the group—Strategy’’, our founder has executed a MoU with Six Flags which relates to the development of a Six Flags branded theme park in the GCC to be located adjacent to the Project. Whilst we expect that our founder will offer to transfer its rights and obligations under the MoU and any definitive documentation entered into to us, no agreement has been reached between us and our founder in relation to this proposed theme park and any such agreement would need to include the necessary land to be transferred and would be subject to appropriate financing, which could include additional equity being issued. There is no certainty that we will enter into definitive documentation with our founder relating to this theme park, or if such documentation is executed, that we will be able to successfully develop and open a Six Flags branded theme park and you should not rely on this possibility when making your investment decision. Any future development that we decide to undertake may fail to become operational on the timetable expected or fail to open due to setbacks similar to those described above under ‘‘The Project involves the development of three theme parks and two related facilities over a remaining period that is expected to be two years and, as a result, we are exposed to significant development and construction risks’’ or otherwise. We will also be required to invest substantial amounts in securing the relevant IP rights, developing new theme park attractions or hotel and other resort facilities before we can determine the extent to which these developments will earn consumer acceptance. In addition, once opened, any future developments may not attract the anticipated volumes of visitors, either in the short- or long-term, or may result in a short- or medium-term reduction in visits to our then existing theme parks. Furthermore, any future expansion may place substantial strain on our managerial, financial and operational resources.

We expect that our future results of operations will show significant seasonality driven by prevailing weather conditions in Dubai and the timing of the Holy Month of Ramadan The Project is located in Dubai which experiences hot and humid weather, especially during the months of June to September. We expect that these conditions will result in fewer visitors during this period both because it is a relatively low season for tourist arrivals to Dubai and because it is a period when many UAE residents travel abroad. Accordingly, we expect that our revenue for these months will be lower than during other periods. In addition, attendances at our theme parks may be adversely affected at times of unseasonably hot, humid or wet weather or when forecasts of such weather are made. The Holy Month of Ramadan occurs annually and its timing moves forward by approximately 11 days each calendar year. Muslims who observe Ramadan do not eat or drink during daylight hours and are therefore unlikely to visit the theme parks at those times. As we expect that a significant proportion of the visitors to our theme parks will be Muslim, we also expect that our visitor numbers and resulting revenue from operations will be reduced during Ramadan in each year. This is expected to have a proportionately more significant effect on our future revenue in years when the Holy Month falls during our peak attendance times.

33 The fact that our revenue is expected to be seasonal means that we are exposed to the risk that the impact of any events which may have a short-term adverse effect on our future business will be proportionately more significant if they occur during our peak attendance times than during periods of lower attendance.

To help fund the Project, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility and drawings under this facility could, in certain circumstances, have a material adverse effect on our future operations and future ability to pay dividends On 9 November 2014, we entered into a U.S.$1.15 billion (AED 4.2 billion) term facility with a syndicate of banks (the Committed Facility). Coupled with this committed funding, following completion of the Offering and an additional equity subscription by our founder prior to the Offering, we will have secured sufficient funding to meet the currently budgeted total Project cost of AED 10.5 billion, see ‘‘Business of the group—Project costs and funding—Funding’’. However, we remain exposed to funding risk to the extent that completion of the Project is materially delayed or our actual capital expenditure in completing the Project exceeds our current budget. Although the Parent Guarantors have agreed with the lenders under the Committed Facility to provide additional funding through an interest-free shareholder loan to us to enable completion of the Project in these circumstances, we have no rights to enforce this agreement and accordingly, there is no assurance that any additional funds from the Parent Guarantors will be forthcoming. Any material funding shortfall could result in our needing to find other ways to finance the Project, which may include scaling back, deferring or eliminating some aspects of the Project, which could adversely impact our future revenue and extend the time until we elect to pay dividends. To the extent that we are able to secure the necessary financing to fund any cost overrun, our future returns from the Project will also be adversely affected as such additional financing has not been included in the Projections. Under the terms of the Committed Facility, we are required to adhere to certain financial covenants, including maintaining a leverage ratio of Project consolidated total net debt to Project consolidated EBITDA within a defined range; maintaining a debt service cover ratio at or above a defined level; and maintaining the Project’s consolidated tangible net worth at or above a defined amount. These covenants, which are summarised under ‘‘Material contracts—Committed Facility’’, could limit our financial and operational flexibility in planning for, or responding to, future changes in our business and industry. In addition, our future indebtedness could also affect us in a number of ways, including: • a substantial portion of the cash flow which we expect to derive from our future operations may be dedicated to the payment of interest on this indebtedness, thereby reducing the funds available for other purposes (including making distributions to shareholders); • our ability to obtain additional financing in the longer term, including our ability to refinance this indebtedness on comparable terms, or at all, could be limited; • in the event of a downturn in revenue, our leverage could have a disproportionately negative effect on our profitability; and • drawings under the Committed Facility will bear interest at variable rates and an increase in interest rates will therefore have a negative effect on our future profitability and cash flow. To the extent that our cash flows from future operations and capital resources are insufficient to service our future indebtedness at any time, we may be forced to reduce or delay capital expenditure, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not enable us to meet our scheduled debt service obligations, in which case we may default on our debt obligations and be at risk of insolvency proceedings. Our ability to restructure or refinance our debt will depend on numerous factors, including general economic and market conditions, international and domestic interest rates, credit availability from banks or other financiers and investor confidence in us and their perceptions of our future business success. Any refinancing of our debt could be at higher interest rates and may require us to comply with onerous covenants, which could further restrict our business operations.

We may not be able to fund future capital expenditure and investment in new attractions A principal competitive factor for a theme park is the originality and perceived quality of its attractions. We expect that we will need to make continued capital investments through maintenance and the regular addition of new attractions. Our ability to fund this future capital and investment expenditure will depend on our ability to generate sufficient cash flow from operations and to raise capital from third parties. We

34 cannot be certain that our operations will be able to generate sufficient cash flow to fund such costs or that we will be able to raise sufficient financing, which will depend on similar factors to those discussed under ‘‘To help fund the Project, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility and drawings under this facility could, in certain circumstances, have a material adverse effect on our future operations and future ability to pay dividends’’ above. In past years, global credit markets have experienced sometimes prolonged periods of difficult conditions, including reduced liquidity, greater volatility, widening of credit spreads, liquidity and solvency concerns at both regional and international banks leading to significant government intervention and financial support, and decreased availability of funding generally. Any recurrence of these conditions could make it difficult or significantly more expensive for us to obtain additional financing, either on a short- or long-term basis, to fund developments or to repay our existing indebtedness.

We may not have adequate insurance We manage our construction risks by requiring all of our contractors to obtain and maintain comprehensive insurance, and prior to the theme parks becoming operational, we intend to adopt insurance coverage that is in accordance with industry standards. Although we seek and will continue to seek to ensure that the Project and, once it is completed, Dubai Parks and Resorts are and will be appropriately insured, we cannot be certain that any of our existing insurance policies will be renewed on equivalent terms or at all or that we will be able to obtain, or increase the amount of, insurance for any new risks that we may face in the future on terms that are acceptable to us. For example, we currently carry third party liability insurance but may need to increase the amount of this insurance once Dubai Parks and Resorts is operational. We will also need to take out property insurance to cover all the new assets constructed as part of the Project and will be required by law to obtain terrorism insurance, which we expect will be expensive. Accordingly, there is a risk that we may be unable to obtain the insurance cover we desire at premiums which we believe to be reasonable. Companies engaged in the theme park industry may be sued for substantial damages in the event of an actual or alleged incident, which could increase our future insurance costs or make such insurance more difficult to obtain. In addition, our properties and future business could suffer physical damage from fire or other causes, resulting in losses (including loss of future income) that may not be fully compensated by insurance. Further, certain types of risks and losses (for example, losses resulting from acts of war or certain natural disasters) are not economically insurable or generally insured. If we experience an uninsured or uninsurable loss in the future or if any insurance proceeds which we receive are insufficient to repair or replace a damaged or destroyed property, we could incur significant capital expenditure and our future business results could be materially adversely affected. Any significant insurance claims in respect of incidents at Dubai Parks and Resorts or other similar attractions could result in significantly increased insurance premiums or make the relevant insurance more difficult to obtain. Where we experience an insured against event, we cannot be certain that the proceeds of insurance which we receive will fully cover our loss. Our insurance policies may be subject to deductibles or exclusions that could materially reduce the amount we recover and, in certain circumstances, the policies could be void or voidable at the option of the insurer. In addition, our insurers may become insolvent and therefore not be able to satisfy any claim in full or at all.

The high fixed cost structure of theme park operations can result in significantly lower margins if our revenue declines We expect that a large portion of our future expenses related to the operation of our theme parks will be relatively fixed because the costs for full-time employees, maintenance, utilities, advertising and insurance generally do not vary significantly with changes in visitor numbers. These fixed costs may increase at a greater rate than our revenue and we may not be able to reduce them at the same rate as declining revenue. If cost-cutting efforts are insufficient to offset declines in revenue or are impracticable, we could experience a material decline in margins, revenue, profitability and reduced or negative cash flow. Such effects can be especially pronounced during periods of economic contraction or slow economic growth.

35 We are and will be required to comply with applicable laws and regulations and to maintain licences and permits to operate our existing and future businesses, and our failure to do so could materially adversely affect our future operations and prospects We are required to comply with numerous laws and regulations, both at the local and federal level, during the development and construction of the Project, and will be required to comply with additional laws and regulations when Dubai Parks and Resorts becomes operational. These laws and regulations currently require and will require the maintenance and renewal of a range of licences and permits. Because of the complexities involved in procuring and maintaining numerous licences and permits, as well as in ensuring continued compliance with different and sometimes inconsistent local and federal licensing regimes, we cannot be certain that we will at all times be in compliance with all of the requirements imposed on us. In part due to the desire of certain countries in the MENA region, including in particular the UAE, to accede to the World Trade Organisation, the governments of these countries have begun, and we expect will continue, to implement new laws and regulations which could impact the way we conduct our business. As a result, we cannot be certain that any future changes to current laws would not increase our costs or otherwise materially adversely affect the way in which we conduct our business. Our failure to comply with applicable laws and regulations and/or to obtain and maintain requisite approvals, certifications, permits and licences, whether intentional or unintentional, could lead to substantial sanctions, including criminal, civil or administrative penalties, revocation of our licences and/or increased regulatory scrutiny, and liability for damages. It could also trigger a default under one or more of our financing arrangements or result in contracts to which we are a party being deemed unenforceable. For the most serious violations, we could be required to suspend our operations until we obtain requisite approvals, certifications, permits or licences or otherwise bring our operations into compliance. In addition, any adverse publicity resulting from any such non-compliance, particularly as regards the safety of the leisure and entertainment venues located in Dubai Parks and Resorts, could have a material adverse effect on our reputation and future business operations and prospects.

We are subject to various environmental and health and safety laws, regulations and standards in connection with the Project We intend to adopt health and safety standards that match the best practices adopted by industry leaders. In addition, we are and will continue to be required to comply with applicable laws and regulations in Dubai and the UAE and we require and will continue to require all of our contractors to comply with all applicable health and safety requirements. If we and/or one or more of our contractors fails to comply with the relevant standards, we or they may be liable to penalties and our future business and/or reputation might be materially and adversely affected. In addition, we seek and will continue to seek to ensure that we and our contractors comply with all applicable environmental laws in Dubai and the UAE. While we believe that we are in compliance with currently applicable environmental laws, we cannot be certain that we will not be subject to environmental liability in the future. If an environmental liability arises in relation to the Project or any of our theme parks or other destinations once they are completed and it is not remedied, or it is not capable of being remedied, this could have a material adverse effect on the Project or the relevant destination, either because of the cost implications or because of disruption to operations at the relevant property. Amendments to the existing laws and regulations relating to health and safety and environmental standards may impose more burdensome and costlier requirements and our compliance with such laws or regulations may require us to incur significant capital expenditure or other obligations or liabilities, which could materially adversely affect our future operating results.

The success of Dubai Parks and Resorts will depend on our ability to recruit and train an appropriate workforce The success of Dubai Parks and Resorts, once it is operational, will in large part depend on our ability to attract, train, motivate and retain a large number of qualified employees to meet our needs. As there are only a limited number of theme parks in the UAE, there is a significant lack of potential employees with the necessary experience or training. As a result, we expect to make a significant investment, in terms of both time and money, in recruiting and training the necessary workforce. This training will need to cover all aspects of theme park operations, including running attractions safely, delivering shows and other entertainment and a high level of customer service. If we are unable to recruit sufficient staff, or to train them to the necessary standards, our future operating results may be adversely affected.

36 We are dependent on our IT systems, which may fail or be subject to disruption Our current and future operations, including in particular the online booking systems we expect to implement in relation to our theme parks, will be dependent on our information technology (IT) systems, and there is a risk that these systems could fail. We cannot be certain that our IT systems will be able to support the volumes of online traffic we may experience. Although we intend to maintain business continuity procedures and security measures in the event of IT failures or disruption, including backup IT systems for business critical systems, these procedures and measures may not anticipate, prevent or mitigate a network failure or disruption and will not protect against an incident to the extent that there is no alternative system or backed-up data in place. Once our theme parks are operational, our staff and our IT systems will process sensitive personal customer data (including name, address, bank details and credit card details) and therefore must comply with strict data protection and privacy laws. Such laws and regulations will restrict our ability to collect and use personal information relating to customers and potential customers including the use of that information for marketing purposes. We also expect to be at risk from cyber-crime. Whilst we intend to implement procedures to ensure compliance with the relevant data protection regulations by our employees and any third party service providers, and to implement security measures to help prevent cyber-crime, we will remain exposed to the risk that sensitive data is wrongfully appropriated, lost or disclosed in breach of applicable regulation. In such a case, we could face liability under data protection laws or sanctions by card merchants. This could also result in the loss of customer goodwill and deter new customers which could materially adversely affect our future business operations and prospects.

We are not currently a party to certain key Project-related contracts which could adversely affect us should a counterparty default before we become a party to the relevant contract To date, our founder has undertaken a significant proportion of all Project-related work, including, either itself or through a subsidiary, entering into the key Project-related contracts such as IP licences, operator agreements, consultancy contracts, procurement contracts in relation to attractions and design and construction contracts. Our founder has agreed to use reasonable endeavours to procure the novation of all relevant contracts to us and is in the process of securing these novations. As the novations require the consent of the other parties to the relevant contracts, it can take considerable time for each novation to be finalised. Unless and until a contract is novated to us, we will have no direct rights to enforce the contract against the relevant counterparties in the event of a default by any of them. As a result, should any counterparty default prior to the novation taking place, we will not be able to obtain redress ourselves and would also have no right to compel the original Meraas group party to the contract to enforce it on our behalf.

In preparation for the Offering, we have implemented a number of corporate governance and other policies, processes, systems and controls which have a limited operating history We are a recently established privately owned company. In preparation for the Offering, we have implemented a number of corporate governance and other policies, processes, systems and controls to comply with the requirements for a publicly listed company on the DFM. While we believe we will be in full compliance with these requirements from Admission, we do not have a track record on which we can assess the performance of these policies, processes, systems and controls or an analysis of their outputs. Any material inadequacies, weaknesses or failures in our policies, processes, systems and controls could have a material adverse effect on our future business operations and prospects.

After the Offering, our founder will continue to be able to exercise significant influence over us, our management and our operations As at the date of this Offering Memorandum, our founder holds, directly and indirectly, 100 per cent. of our issued share capital. Immediately following the Offering, our founder will hold, directly and indirectly, 60 per cent. of our issued share capital. As a result, our founder will be able to exercise control over our management and operations and over our shareholders’ meetings, such as in relation to the payment of dividends, substantial mergers or other business combinations, the acquisition or disposal of substantial assets, the issuance of equity or other securities and the appointment of the majority of the directors to our Board of Directors (the Board) and other matters. We cannot assure you that the interests of our founder will coincide with the interests of purchasers of the Shares.

37 Furthermore, our founder’s significant ownership may: • delay or deter a change of control of the Company (including deterring a third party from making a takeover offer for the Company); • deprive shareholders of an opportunity to receive a premium for their Shares as part of a sale of the Company; and • affect the liquidity of the Ordinary Shares, each of which could have a material adverse effect on the market price of the Ordinary Shares. We are currently in the development and construction phase of the Project and have not yet established all the functions which are necessary to operate our business. Whilst we intend to have all such functions in place prior to the opening of our theme parks, during this interim phase of our development we currently rely on services from our founder to provide the required support in certain areas, including IT, finance and accounting, internal audit, human resources, insurance and legal servicing. See ‘‘Related party transactions—Services agreement’’. Finally, whilst our founder has agreed not to develop or operate theme parks which would compete with our theme parks (see ‘‘Related party transactions—Relationship agreement’’), it is possible that future developments by our founder may indirectly compete with Dubai Parks and Resorts, and it may take decisions with respect to those businesses that are adverse to the interests of our other shareholders.

RISKS RELATING TO THE OFFERING AND TO THE ORDINARY SHARES Substantial sales of Ordinary Shares by our founder could depress the price of the Ordinary Shares Sales of a substantial number of Ordinary Shares by our founder following the completion of the Offering may significantly reduce our share price. Pursuant to the Companies Law, our founder is restricted from selling or transferring its Ordinary Shares during the Two-year Lock-up Period. In addition, pursuant to the terms of the Underwriting Agreement, we will contractually agree, for a period of 180 days after Admission and, pursuant to the terms of the Founder Lock-up Agreement, our founder will contractually agree for the Two-year Lock-up Period and the members of the senior management team named under ‘‘Management’’ who acquire Shares in the Offering have contractually agreed for a period of 2 years after Admission, to certain restrictions on our and their ability to sell, transfer and otherwise deal in our and their Ordinary Shares, unless otherwise consented to by the Joint Global Coordinators. Nevertheless, we are unable to predict whether substantial amounts of Ordinary Shares (in addition to those which will be available in the Offering) will be sold in the open market following the completion of the Offering. Any sales of substantial amounts of Ordinary Shares in the public market, or the perception that such sales might occur, could materially and adversely affect the market price of the Ordinary Shares.

We may not pay cash dividends on the Ordinary Shares. Consequently, you may not receive any return on your investment unless you sell your Ordinary Shares for a price greater than that which you paid for them We currently have negative retained earnings and do not expect to earn material amounts of revenue until 2017 at the earliest. As a result, we are unlikely to generate profits or pay a dividend on the Ordinary Shares until the business is fully operational and we are generating stable cash flow in excess of operational requirements. While we intend to pay dividends in respect of the Ordinary Shares once our business is generating sufficient and stable cash flow and profits, there can be no assurance that we will do so. See ‘‘Dividend policy’’. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, applicable law and regulations, our results of operations, financial condition and cash requirements, contractual restrictions (including, in particular, the distributions and excess cash flow provisions contained in our Committed Facility as described under ‘‘Material contracts—Committed Facility’’), our future projects and plans and other factors that our Board may deem relevant. As a result, you may not receive any return on your investment in the Shares unless you sell your Shares for a price greater than that which you paid for them.

The Offering may not result in an active or liquid market for the Ordinary Shares Prior to the Offering, there has been no public trading market for the Ordinary Shares. We cannot guarantee that an active trading market will develop or be sustained following the completion of the Offering, or that the market price of the Ordinary Shares will not decline thereafter below the Offer Price. The trading price of the Ordinary Shares may be subject to wide fluctuations in response to many factors,

38 as well as stock market fluctuations and general economic conditions or changes in political sentiment that may adversely affect the market price of the Ordinary Shares, regardless of our actual performance or conditions in Dubai.

The DFM is significantly smaller in size than other established securities markets and there can be no assurance that a liquid market in the Ordinary Shares will develop The Company has applied for the Ordinary Shares to be admitted to the Official List of Securities of the DFM. The DFM has been open for trading since March 2000, but its future success and liquidity in the market for the Shares cannot be guaranteed. The DFM is substantially smaller in size and trading volume than other established securities markets, such as those in the United States and the United Kingdom. As at 11 November 2014, there were 67 companies with securities traded on the DFM, which had a total trading volume of AED 259.7 billion in 2013. The market capitalisation on the DFM as at 11 November 2014 was approximately AED 371.7 billion. Brokerage commissions and other transaction costs on the DFM are generally higher than those in Western European countries. These factors could generally decrease the liquidity and increase the volatility of the share prices, which in turn could increase the price volatility of the Ordinary Shares and impair the ability of a holder of Ordinary Shares to sell any Ordinary Shares on the DFM in the desired amount and at the price and time achievable in more liquid markets.

Investors’ rights as shareholders will be governed by UAE law and may differ in some respects to the rights of shareholders under the laws of other jurisdictions We are in the process of being converted from a limited liability company to a public joint stock company incorporated in the UAE. The rights of holders of the Ordinary Shares are governed by the Articles of Association and UAE law. These rights may differ in some respects from the rights of shareholders in companies incorporated outside the UAE. See ‘‘Description of share capital—Memorandum and articles of association’’ for a summary of the Articles of Association as in force following Admission and applicable UAE law. In particular, protections for minority shareholders are less developed under UAE law than in more developed securities markets.

It may be difficult for shareholders to enforce judgments against us in the UAE, or against our directors and senior management The Company is in the process of being converted from a limited liability company to a public joint stock company incorporated in the UAE. All of the Company’s assets are located in the UAE. In addition, most of our directors and officers reside in the UAE. As a result, it may not be possible for investors to effect service of process outside the UAE upon the Company or our directors and senior management or to enforce in courts outside the UAE judgments obtained against them in courts outside the UAE.

Holders of the Ordinary Shares may not be able to exercise their pre-emptive rights if we increase our share capital Under our Articles of Association (the Articles) to be adopted with effect from, and conditional upon, our conversion to a public joint stock company, holders of Ordinary Shares generally have the right to subscribe and pay for a sufficient number of Ordinary Shares to maintain their relative ownership percentages prior to the issuance of any new ordinary shares in exchange for cash consideration. However: • such right is disapplied in certain circumstances where such issuance is approved by a resolution of the extraordinary general assembly of the Company (pursuant to a recommendation of the Board) and in limited cases that are in the interest of the Company and its shareholders, being (i) entry of a strategic investor as a shareholder in the Company, provided that its activities are similar or complementary to the Company’s activities and results in a real benefit to the Company; (ii) conversion of the Company’s debts into Ordinary Shares; or (iii) the implementation of an employee incentive plan; and • non-UAE holders of the Ordinary Shares may not be able to exercise their pre-emptive rights unless the relevant offer is qualified under the securities laws of their home jurisdiction or exempt from such laws. We currently do not intend to effect any such qualifications, and no assurance can be given that an exemption will be available to enable such holders to exercise their pre-emptive rights or, if available, that we will utilise such exemption. To the extent that any holder of the Ordinary Shares does not have pre-emptive rights or is not able to exercise any pre-emptive rights that the holder may have, the proportional interest of such holder would be reduced.

39 USE OF PROCEEDS The gross proceeds from the Offering are expected to total approximately AED 2,554,018,394. After the deduction of the fees and commissions payable to the Managers and the other expenses of the Offering payable by the Company, which are expected to amount to approximately AED 60 million in aggregate, the net proceeds of the Offering will amount to approximately AED 2,494,000,000. All of the net proceeds will be received by the Company. The Company intends to use the net proceeds from the Offering to fund a portion of the equity financing of the Project. For additional information, see ‘‘Business of the group— Project costs and funding’’.

40 DIVIDEND POLICY We do not expect to earn material amounts of revenue until 2017 at the earliest. As a result, we are unlikely to generate profits or pay a dividend on the Ordinary Shares until our business is fully operational and we are generating stable cash flow in excess of operational requirements. At that time, we intend to adopt a progressive dividend policy while maintaining an appropriate ratio of dividends to profitability and complying with the distributions and excess cash flow covenants in our Committed Facility which are described under ‘‘Material contracts—Committed Facility’’. This dividend policy will reflect our earnings potential and will allow us to retain sufficient capital to fund ongoing operating requirements and continued investment. Our expectations in relation to dividends are subject to numerous assumptions, risks and uncertainties, which may be beyond our control. See ‘‘Information regarding forward-looking statements’’ and ‘‘Risk factors—Risk factors relating to the Project and our future business—To help fund the Project, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility and drawings under this facility could, in certain circumstances, have a material adverse effect on our future operations and future ability to pay dividends’’ and ‘‘Risk factors—Risks relating to the Offering and to the Ordinary Shares—We may not pay cash dividends on the Ordinary Shares. Consequently, you may not receive any return on your investment unless you sell your Shares for a price greater than that which you paid for them’’.

41 CAPITALISATION AND INDEBTEDNESS The table below shows our capitalisation and indebtedness as at 31 August 2014 and as adjusted to reflect the following factors: • the issue of new Ordinary Shares to our founder in consideration for (i) a further AED 2.0 billion in cash contributions, (ii) the transfer and lease of land as discussed under ‘‘Presentation of financial and other information—Land valuation’’; (iii) the funding of certain expenditures carried as liabilities on our balance sheet as at 31 August 2014 as detailed under ‘‘Related party transactions’’; • the issue of new equity as part of the Offering; and • assumed drawings of AED 4.2 billion under the Committed Facility, sufficient, when added to the equity contributions described above, to fully fund the budgeted capital expenditure of the Project.

As at 31 August 2014 Original As adjusted (AED million) Long-term debt ...... — 4,214(1) Share capital ...... 0(2) 6,322(3) Proposed share capital increase ...... 686(4) 0 Accumulated losses ...... 24 24 Total capitalisation ...... 662 10,513

Notes: (1) Assumes that the Committed Facility has been drawn in an amount sufficient, when added to our existing equity (including the proposed share capital increase), the proceeds of the Offering, and the additional equity contributed by our founder as referred to in note 3(i) and (ii) below, to fully fund the budgeted capital expenditure of the Project (AED 10.5 billion). The Company anticipates that it will commence drawing under the Committed Facility during 2015. (2) Comprises 300 Ordinary Shares of AED 1,000 each which have been authorised, issued and fully paid. (3) (i) AED 2.5 billion in net proceeds from the Offering and (ii) equity contributions in cash or in kind made or to be made by our founder totalling AED 3.1 billion as follows: (a) additional cash contributions committed to be made by our founder in an amount of AED 2.0 billion, (b) a contribution of land in kind valued at AED 896 million and (c) funding of certain Project costs we carried on our balance sheet as liabilities as of 31 August 2014 in the amount of AED 195 million. (4) Relates to the waiver of related party liabilities against the issue of new shares, see note 9(g) to the Historical Financial Information and ‘‘Related party transactions—Related party transactions prior to 31 August 2014’’.

42 MARKET OVERVIEW OVERVIEW OF THE THEME PARK INDUSTRY Introduction Theme parks are typically outdoor sites with rides and shows as the main attractions and are typically seasonally operated. Theme parks often focus on a central concept or multiple themes and aim to appeal to families and/or young adults. Theme park revenue is driven by visitor volumes, upfront admission fees and, because of the duration of stay, secondary spend, which may include sales of retail merchandise, food and beverages, accommodation and ancillary products, such as souvenir photography. Theme parks may be categorised in a number of ways, including by type, and we set out below a brief analysis of our categorisation of theme parks by number of visits. A significant portion of the market data and analysis included in this section has been obtained from the Feasibility Study prepared by the Technical Expert. See also ‘‘Financial projections—Assumptions’’.

International destination theme parks We consider international destination theme parks to be parks that typically target visitors from a wide catchment area, including international ‘‘fly-in’’ tourists, and attract families as their prime demographic. The majority of international destination theme parks are located in the United States (with Walt Disney World and Universal Studios in Orlando, Florida being examples). We categorise international destination theme parks as theme parks which typically attract more than five million visits in aggregate (i.e. across the destination) annually. The attractions at international destination theme parks tend to be themed experiences, with a focus on storytelling and are based on owned or licensed intellectual property. Secondary spend is a significant source of revenue at international destination theme parks, with on-site accommodation comprising an important element. In Europe, Disneyland Paris is currently the only example of an international destination theme park based on 2013 visits (as recorded by TEA/AECOM’s Global Attractions Attendance Report 2013 (AECOM)) and there are a small number of international destination theme parks in Asia.

National/regional destination theme parks We consider national/regional destination theme parks to be parks that target visitors from the surrounding area (generally a two hour drive but up to five hours), in some cases complemented by a limited number of international visitors from neighbouring countries. We categorise national/regional destination theme parks as theme parks which typically attract between one and five million visits annually. The attractions at national/regional destination theme parks tend to be themed experiences, typically attracting families and teens for one to three day visits. Retail merchandise, food and beverages and ancillary products are key secondary sources of revenue, and we believe that accommodation, including on-site hotels, are becoming more relevant to national/regional destination theme parks. In Europe, we believe that most theme parks (including the European LEGOLAND theme parks, Europa Park in Germany, Tivoli Gardens in Denmark and De Efteling in The Netherlands) are national/regional destination theme parks based on visit numbers in 2013 (as recorded by AECOM). The Busch Gardens theme parks in Florida and Virginia are examples of national/regional destination theme parks in the United States whilst Yokohama Hakkeijimo Sea Paradise and Songcheng Park in Japan and China, respectively, are examples in Asia (again based on 2013 visits as recorded by AECOM). We believe that Aquaventure, the leading water park in the UAE by visit numbers according to AECOM and by size (at 1.8 million square feet, according to the Feasibility Study), constitutes a national/regional destination theme park, with 1.2 million visits in 2013.

Regional amusement parks(1) Regional amusement parks have historically developed from travelling shows and are now characterised by having thrill rides with limited theming as their main attractions. Regional amusement parks generally attract older children and young adults with an average stay of half a day and a typical driving journey time of up to two hours. We categorise regional amusement parks as those which typically attract up to one

(1) According to the Feasibility Study, Wild Wadi, Yas Waterworld and Ferrari World had visits of approximately 860 thousand, 700 thousand and 750 thousand, respectively, in 2013 and are approximately 520 thousand, 1.6 million and 2.2 million square feet, respectively, in size.

43 million visits annually. Rather than charge admission fees up front, some regional amusement parks offer a ‘pay-as-you-go’ format where secondary spend is typically limited. We believe that two water parks in Dubai and Abu Dhabi, Wild Wadi and Yas Waterworld, as well as the Ferrari World theme park in Abu Dhabi, currently constitute regional amusement parks based on 2013 visit numbers (as recorded by AECOM) which were all under 1 million visits in 2013.

Major international destination theme parks around the world by number of visits The table below, which uses data from AECOM, shows the number of visits for each theme park worldwide which generated more than five million visits in 2013.

Theme park Country Region 2013 number of visits Disney Florida ...... United States Americas 50.1 million(1) Disney Tokyo ...... Japan Asia 31.3 million(2) Disney California ...... United States Americas 24.7 million(2) Universal Florida ...... United States Americas 15.2 million(2) Disneyland Paris ...... France Europe 14.9 million(2) Universal Osaka ...... Japan Asia 10.1 million Ocean Park ...... Hong Kong Asia 7.5 million Disney Hong Kong ...... Hong Kong Asia 7.4 million Lotte World ...... South Korea Asia 7.4 million Everland ...... South Korea Asia 7.3 million Universal California ...... United States Americas 6.1 million Nagashima Spa Land ...... Japan Asia 5.8 million Seaworld Florida ...... United States Americas 5.1 million

Notes: (1) Comprises four separate theme parks with visit numbers aggregated for each park. (2) Comprises two separate theme parks with visit numbers aggregated for each park.

Dubai Parks and Resorts We are positioning Dubai Parks and Resorts as an international destination theme park, given the integration of the three theme parks under a single destination management organisation, and we believe that it will be the first such theme park in the Middle East. Our projected visit numbers in 2017, being our first full year of operations, are for 6.7 million visits across the three parks. See ‘‘Financial projections’’.

Theme parks by demographic appeal We believe that there are three main demographic categories that theme parks seek to target: • Families and young adults: generally international and national/regional destination theme parks target the broader segment of families (including grandparents with their grandchildren) and young adults; • Teenagers and young adults: theme parks that target teenagers, young adults and families with older children tend to be positioned as regional amusement parks with a focus on thrill rides, with visitors typically spending no more than a day at the park given the intense nature of the entertainment. State-of-the-art rides and the introduction of new rides are key drivers of visitor volume at these parks; and • Families with young children: theme parks that target families with young children generally have the backing of a strong family brand (for example, LEGO) or appeal to both children and adults who are seeking an enjoyable experience alongside an element of education. Within Dubai Parks and Resorts each of motiongate and Bollywood Parks will primarily target the first two demographic segments while LEGOLAND Dubai will primarily target the third demographic segment listed above.

44 Park operators The table below shows the top 10 theme park operators worldwide in 2013, in terms of theme park visits, according to AECOM.

Theme park group 2013 visits 1 Walt Disney Attractions ...... 132,549,000 2 Merlin Entertainments Group ...... 59,800,000 3 Universal Parks and Resorts ...... 36,360,000 4 OCT Parks China ...... 26,320,000 5 Six Flags Inc...... 26,100,000 6 Parques Reunidos ...... 26,017,000 7 Cedar Fair Entertainment Company ...... 23,519,000 8 Seaworld Parks & Entertainment ...... 23,400,000 9 Fantawild Group ...... 13,118,000 10 Haichang Group ...... 10,096,000 The motiongate and Bollywood Parks theme parks at Dubai Parks and Resorts will be operated by Parques Reunidos, while LEGOLAND Dubai will be operated by Merlin Entertainments. Parques Reunidos is a Spanish theme park operator that has almost 50 years of experience in theme park operations. Parques Reunidos operates over 50 water, amusement, zoo and nature and other parks in 11 countries, with a significant presence in Spain and the United States. In 2013, Parques Reunidos was the sixth largest global theme park operator, based on number of visits, according to AECOM. Merlin Entertainments is a British theme park operator, operating 100 attractions in 22 countries across four continents. In 2013, Merlin Entertainments was the second largest global theme park operator, based on number of visits, according to AECOM. Merlin Entertainments operates the six other LEGOLAND theme parks, in addition to the Madame Tussauds wax museums across the world, resort theme parks in Europe and other attractions.

Trends in theme park attendance Aggregate attendance at the top 25 theme parks worldwide by 2013 visit numbers grew by an average of 4.4 per cent. per annum between 2010 and 2013, from 189 million visits in 2010 to 215 million visits in 2013, with the top 10 theme parks growing by an average of 3.2 per cent. per annum, according to figures in TEA/AECOM’s Global Attractions Attendance Reports from 2011-2013. In response to growing demand for theme park attractions, there has been significant growth and investment in theme park establishments, particularly in Asia, with the opening of Universal Studios Singapore in 2010, LEGOLAND Malaysia in 2012, Indonesia Jungleland in 2013, Happy Valley Tianjin in China in 2013 and Cartoon Network Amazone Thailand in 2014. In addition, IMG Worlds of Adventure in Dubai is expected to open in 2015, Twentieth Century Fox World in Malaysia is expected to open in 2016 and Warner Brothers in Abu Dhabi may open in the future, although no date has yet been announced. According to the Feasibility Study, theme parks across the world are transitioning into integrated resorts by adding themed hotels, additional attraction areas and retail, dining and entertainment outlets, and are increasingly offering multi-day ticket and hotel packages and themed experiences, in order to increase time spent at the particular destination, thereby capturing increased tourist spend. An example of this trend is the transitioning of certain LEGOLAND theme parks, such as those in Windsor and California, to LEGOLAND resorts. We believe that we are ideally positioned to capture theme park demand in the Middle East where there are only limited smaller offerings and currently no international destination theme parks. See ‘‘Competitive environment—Leisure and entertainment options in the UAE’’ below. In addition, we are positioning Dubai Parks and Resorts as a fully integrated international destination theme park to maximise both visit numbers and visitor spend.

KEY THEME PARK INDUSTRY DEMAND DRIVERS The performance of the theme park industry is influenced by a number of factors, some of which are external drivers and affect the overall number of visitors to theme parks, and others are internal drivers, within the control of each operator. Over the longer-term, the demand for leisure attractions such as

45 theme parks has proven to be relatively resilient to short-term changes in external factors, such as economic fluctuations or periods of unusual weather conditions. We believe that the following are the main drivers influencing the theme park industry.

Theme park demand The majority of theme parks are reliant on existing resident and tourist markets as a key determinant of attendance levels (although the scale of market required to support a regional amusement park is typically considerably lower than for an international destination theme park). The theme park demand within a given target market is influenced by the scale and growth of both residents and tourists, as well as the propensity of individuals to visit theme parks. We have analysed our potential theme park demand below, see ‘‘Demographic trends’’, ‘‘Trends in international tourism’’ and ‘‘Financial projections—Assumptions’’.

Economic conditions Increasing globalisation, urbanisation and rising disposable income have been major factors for growth in international tourism. During economic upturns (as currently being experienced in the UAE), disposable income grows and individuals have more to spend on leisure activities. Conversely, during economic downturns, individuals have less to spend. During downturns, however, regional/national destination theme parks and regional amusement parks tend to benefit from a staycation effect, as individuals opt to trade down from destination holidays but do not entirely cease their spend on entertainment. Over the longer-term, growth in disposable income is an important driver of the demand for entertainment.

Demographic trends Demographic shifts within a theme park’s catchment area influence the number of potential visitors within that theme park’s target market. The target market for Dubai Parks and Resorts includes the UAE, the rest of the Middle East, the Indian subcontinent, other major tourist markets, including Russia, the UK and the United States as well as growing markets such as China. The UAE’s population grew at a compound annual growth rate of 8.8 per cent. between 2006 and 2013, from 5.0 million to an estimated 9.0 million, according to data from the International Monetary Fund (IMF) World Economic Outlook Database, April 2014 (the IMF 2014 Database) and is estimated by the same source to grow at a compound annual growth rate of 2.9 per cent. between 2013 and 2019 to 10.7 million. A significant part of this population is non-national, comprising a large expatriate workforce. Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and 61 per cent. of residents under the age of 45, according to the Feasibility Study. Moreover, according to the Feasibility Study based on data from the UAE National Bureau of Statistics, the UAE’s economically active population is expected to reach 3.1 million by 2026, a CAGR of 3 per cent. from 2.2 million in 2013.

Trends in international tourism According to ITB World Travel Trends Report 2014, city trips are becoming the preferred holiday destination of international tourists. Between 2009 and 2013, city trips grew by 47 per cent. compared to touring, the second most favoured option, which grew by 27 per cent. There are multiple factors impacting this trend, including the fact that cities in emerging markets are providing new destinations. Leisure and entertainment attractions are supported by increasing and sustainable attendance by inbound tourists and residents in the locale where the attraction is based. The Middle East, and the UAE in particular, has experienced strong flows of tourists, with sources of inbound tourists coming from other Middle Eastern countries and from outside the region. From 2000 to 2013, inbound tourism to the Middle East more than doubled to 51.6 million inbound tourists in 2013, compared to 24.1 million inbound tourists in 2000, according to the UN World Tourism Organisation’s Tourism Highlights, 2014 Edition (2014 UN Tourism Highlights Report). The UAE, in particular, experienced an 8.6 per cent. year-on-year growth in hotel tourist arrivals between 2006 and 2013, driven largely by tourist arrivals in Dubai, according to DTCM statistics. According to the 2014 UN Tourism Highlights Report, tourist arrivals in the Middle East are expected to increase from 52 million in 2013 to 149 million in 2030, making it the fastest growing region in the world in terms of inbound tourism. Tourist arrivals (as measured by hotel guests) in Dubai numbered 11.0 million in

46 2013, according to DTCM, and are expected to reach 22.6 million tourists in 2020, according to the Feasibility Study based on BMI forecasts. For specific factors influencing tourism to Dubai and the UAE, see ‘‘Tourism drivers in Dubai and the UAE’’ below.

Weather Weather conditions (good or bad) have a larger influence at regional/national destination theme parks (which generally involve day trips planned at shorter notice) than international destination theme parks (where trips and travel are generally planned longer in advance). Reflecting the generally hot and humid weather that the UAE experiences in the summer, particularly during July and August, many of the attractions in Dubai Parks and Resorts are planned to be in an indoor air-conditioned environment and many outdoor features will be shaded to provide protection from the sun. Although these summer months are popular visiting periods with more budget conscious tourists, we nevertheless expect that visitor attendances in these months will be lower than in other cooler periods and intend to address these seasonal effects by opening later in the day and for longer in the evenings as well as through ticket discounts and tailored package offerings.

External events Extraordinary or one-off events can have a significant impact on travel patterns and consequently visitor numbers at leisure attractions. All theme parks, and international destination theme parks in particular, derive revenue from international tourism, which has proven susceptible to extraordinary events, such as terrorism, SARS, bird flu and swine flu outbreaks and sporting events such as the FIFA World Cup and the Olympics. Conversely, national/regional destination theme parks in unaffected locations tend to benefit from the corresponding decline in domestic holidaymakers travelling abroad. One feature that will be unique to Dubai Parks and Resorts among international destination theme parks worldwide will be the impact that the Holy Month of Ramadan may have on visitor attendances. The Holy Month occurs annually and its timing moves forward by approximately 11 days each calendar year. Muslims who observe Ramadan do not eat or drink during daylight hours and are therefore unlikely to visit the theme parks at those times. In addition, the availability of food and drink in the theme parks will be restricted to certain indoor or other non-public locations during daylight hours, which may discourage some non-Muslim visitors from attending. We expect to address the seasonal effects of the Holy Month by opening later in the day and for longer in the evenings as well as through ticket discounts and tailored ticket packages. See ‘‘Risk factors—Risk factors relating to the Project and our future business—We expect that our future results of operations will show significant seasonality driven by prevailing weather conditions in Dubai and the timing of the Holy Month of Ramadan’’.

Transportation infrastructure and accommodation Improvements in transport services and accommodation may positively affect customer satisfaction and visitor numbers at theme parks. Transport and accommodation costs form part of the target audience’s overall spend on a visit and hence any reduction in these costs for a given theme park relative to alternative destinations generally makes the theme park more appealing to visitors. In addition, ease of travel to a theme park may also be a significant factor affecting the number of its visitors. Accommodation offerings at theme parks also encourage multi-day visits as well as higher levels of secondary spending. For an overview of Dubai’s transport infrastructure, see ‘‘Tourism drivers in Dubai and the UAE—Tourism enablers’’ below. We believe that Dubai Parks and Resorts will be developed in line with Dubai’s overall transport plans, with good access by road and a proposed extension of the Dubai Metro to link it to Dubai Parks and Resorts.

TOURISM DRIVERS IN DUBAI AND THE UAE Dubai as a business and leisure tourism hub Dubai has sought to position itself as an important business and leisure tourism hub within the Middle East region. According to DTCM, Dubai’s principal tourist attractions include The Dubai Mall (one of the world’s largest shopping malls), the Burj Khalifa (the world’s tallest building), Burj Al Arab (one of the world’s most luxurious hotels), Ski Dubai (an indoor ski slope) and the Palm Islands (one of the world’s

47 largest man-made islands). See ‘‘Competitive environment—Leisure and entertainment options in the UAE’’ for an indication of the range of such options currently available to leisure tourists to Dubai. As of July 2014, Dubai was the fifth most visited city in the world based on estimated international overnight visitors, with 12.0 million visitors, more than New York, Hong Kong and Milan, according to the MasterCard 2014 Global Destination Cities Index, a growth of 7.5 per cent. from 11.1 million visitors in 2013. Dubai has become a convenient and popular airport hub with good connectivity, as a result of large UAE-based airlines expanding their fleets and partnering with other airlines to multiply their global reach. Dubai is also well-situated, with approximately 3 billion people living within a four-hour flight to Dubai and approximately 6 billion people living within an eight-hour flight to Dubai, according to analysis performed by the Technical Expert based on World Bank data and direct flying times. Many countries within the four hour flight radius (which includes the MENA region and South Asia) do not have significant leisure and entertainment attractions within a convenient distance, and Dubai is a convenient destination with world-class leisure and entertainment options for tourist consumption, particularly those with high disposable income who are likely to have a high daily tourist spend. For example, tourists from the UAE and other GCC countries have the highest travel spend per person in the world, with Emiratis, Saudis and Qataris spending an average of U.S.$3,280, U.S.$3,360 and U.S.$4,100 per person respectively, daily, according to the Arabian Travel Market. GDP per capita (current prices) for the UAE, Saudi Arabia and Qatar was U.S.$43,876, U.S.$24,847 and U.S.$100,260, respectively, in 2013, according to the IMF 2014 Database. Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and 61 per cent. of residents under the age of 45, according to the Feasibility Study. This demographic represents a core target audience for certain regional theme and amusement parks and commercial attractions. Target neighbouring countries in the Indian subcontinent are also experiencing growth in their middle classes, with greater numbers of families having a higher level of disposal income which may lead to increased spend on leisure activities. In particular, the number of Indian middle class households is anticipated to increase to approximately 583 million by 2025 (representing a CAGR of 14.6 per cent. from 50 million in 2007), according to a 2007 McKinsey Global Institute report. Dubai is also considered an important location for hosting international conferences, exhibitions and large cultural events such as the Dubai International Film Festival and Art Dubai. Reports by the Dubai World Trade Centre show that 373 meetings, incentives, conferences and exhibitions (MICE) were held in 2013, up from 302 in the previous year, attracting visitors from 153 countries, and exhibiting companies from over 130 nations. In 2013, 2.2 million visitors attended MICE held in Dubai, an increase of approximately 19 per cent. from 1.9 million in 2012, further helping the tourism sector of Dubai’s economy, according to the Dubai World Trade Centre. Major shopping events, such as the Dubai Shopping Festival and the Dubai Summer Surprises, are also key drivers for the growth of Dubai’s tourism sector. The table below shows certain statistics in relation to the Dubai Shopping Festival in each of 2011 and 2012.

2011 2012 Festival days ...... 32 32 Total visitors (thousands)...... 3,980 4,400 Daily average number of visitors ...... 124,375 137,500 Total spending (AED million)...... 15,100 14,700 Daily average spending (AED million) ...... 472 459

Source: Dubai Statistics Centre

48 The table below shows certain statistics in relation to the Dubai Summer Surprises in each of 2011 and 2012.

2011 2012 Festival days ...... 40 32 Total visitors (thousands)...... 3,952 4,360 Daily average number of visitors ...... 98,800 136,250 Total spending (AED million) ...... 8,828 12,300 Daily average spending (AED million) ...... 221 384

Source: Dubai Statistics Centre In May 2013, Dubai Tourism Vision 2020 was announced by the Ruler of Dubai. Tourism Vision 2020 targets a doubling of annual tourist visits to Dubai by 2020, from 10 million in 2012 to 20 million by 2020 and a trebling of the annual contribution made by tourism to Dubai’s economy between 2012 and 2020. According to DTCM, the target of 20 million visitors will be achieved through increasing the existing market share of the outbound tourism of all source markets and, in particular, by increasing awareness and consideration to visit in a number of potentially large markets such as Latin America, China and the emerging economies of Africa, as well as increasing the number of repeat visits in more traditional markets such as other GCC countries, Europe, Russia and South Asia.

Tourism enablers Dubai has developed a significant tourism infrastructure to facilitate its tourism strategy. According to a press release by DTCM in March 2014, there were 611 operating hotels and hotel apartments in Dubai at the end of 2013. Dubai’s hotels and hotel apartments accommodated 11 million guests in 2013, an increase of 11 per cent. from 10.0 million guests in 2012, while hotel occupancy increased from 78 per cent. in 2012 to 80 per cent. in 2013 and hotel apartments occupancy increased from 77 per cent. in 2012 to 82 per cent. in 2013, along with a 3.2 per cent. increase in the number of hotel rooms and hotel apartments in 2013, from 80,414 to approximately 83,000. DTCM also reported a 16 per cent. increase in annual revenue for Dubai’s hotels and hotel apartments in 2013, from AED 18.8 billion in 2012 to AED 21.8 billion in 2013. The table below shows certain statistics in relation to tourism in Dubai for each of 2009 to 2013. References to hotels in the table below should, save in relation to occupancy figures, be read as including hotel apartments.

2009 2010 2011 2012 2013 No. of hotels ...... 540 573 575 599 611 No. of guests (million)...... 7.58 8.29 9.10 9.96 11.01 No of hotel rooms ...... 61,487 70,955 74,843 80,414 83,000 Hotel occupancy ...... 70% 70% 74% 78% 80% Hotel apartment occupancy ...... 66% 68% 74% 77% 82% Hotel revenue (AED billion) ...... 12.5 13.3 16.0 18.8 21.8

Source: DTCM By 2018, the number of hotel rooms and apartments in Dubai is projected to increase to 104,000, with an additional 39,000 in Abu Dhabi, making 143,000 available hotel rooms and apartments in total, according to the Feasibility Study based on information from Jones Lang LaSalle and BMI, all of which will be within a relatively short driving distance from the Project. According to the Feasibility Study based on information from Jones Lang LaSalle and BMI, based on the current pipeline, only 9 per cent. of the hotels that will be completed between 2014 and 2018 will be resorts, and, apart from our Hotel Lapita, none of these resort hotels is expected to be integrated with a theme park. Dubai and the UAE are also investing in airport infrastructure to support high capacity traffic. For example, Dubai International Airport handled 66 million passengers in 2013 and surpassed Heathrow in February 2014 in terms of the number of passengers on a year-to-date basis, according to Airport Council International data. Dubai International Airport is currently undergoing an AED 28.8 billion airport and airspace expansion programme, announced in September 2014, in order to handle 90 million passengers per annum by 2018. In addition, Abu Dhabi International Airport, which handled 12.5 million passengers in 2013, according to the Feasibility Study, is expected to be able to accommodate up to 40 million passengers in 2018, as a result of an AED 25 billion expansion programme, according to the Abu Dhabi

49 National Exhibition Centre. Dubai is also home to Al Maktoum International Airport which opened for passengers in 2013 and which is designed to be the biggest airport in the world, with an expected capacity of up to 160 million passengers in the future, according to a Dubai Airports press release. We believe that Dubai Parks and Resorts is ideally located midway between the Dubai and Abu Dhabi International Airports and close to the Al Maktoum International Airport. In line with these airport expansion programmes, both Emirates and Etihad Airways, Dubai and Abu Dhabi’s leading carriers respectively, are expanding their fleet sizes significantly and increasing their global reach. According to its 2014 annual report, Emirates handled 44.5 million passengers in its 2014 financial year (ending 31 March 2014) and expects to handle 70 million by 2020, according to Emirates President Tim Clark in a presentation in October 2013. According to its 2014 annual report, at 31 March 2014, Emirates flew to 142 destinations, and has access to additional destinations worldwide through its code share arrangements with other major airlines. In 2013, Etihad Airways handled 11.5 million passengers, according to its 2013 annual report, and expects to handle 25 million passengers by 2020 according to its website. According to its 2013 annual report, Etihad Airways flies to 102 destinations and has access to almost 400 destinations worldwide through its code share arrangements. In addition, the UAE’s two most prominent low cost carriers are also investing in new aircraft, with flydubai owning 39 aircraft as at 16 July 2014 and expecting to add four aircraft to its fleet by the end of 2014, according to a flydubai press release in July 2014, and Air Arabia owning 37 aircraft as at 10 March 2014 and expecting 21 additional Airbus aircraft by the end of 2016, according to a press release in March 2014. The UAE also has significant destination management companies, such as Dnata, which play a key role in marketing the UAE and promoting travel to the country. The UAE has also eased visa requirements for tourists holding passports from 33 countries, including those from high tourist source countries such as Germany, the UK and the United States, allowing these passport holders to obtain a visa upon arrival. Currently, outbound tourists from the Middle East as well as certain key international markets such as Russia face barriers to travel to the United States and Europe as a result of lengthy and often complicated visa procedures, which require advance planning, whereas GCC residents do not require a visa.

Expo 2020 In November 2013, the UAE won its bid to host the World Expo in Dubai in 2020, which will run from October 2020 to April 2021. The World Expo takes place every five years and allows participating countries to showcase their products, arts and culture. DTCM expects around 25 million visitors, 70 per cent. of whom are expected to come from outside the UAE, to visit Dubai during Expo 2020’s run, according to various public statements by DTCM officials, and for tourist arrivals to grow by 18 per cent., on a year-by-year basis, between 2019 and 2020, although growth in tourist arrivals is expected to stabilise at around 4 per cent. from 2022, according to DTCM data and the Feasibility Study based on BMI forecasts. The sectors contributing the most to Dubai’s current economic development are likely to be the key gainers from Expo 2020. The hospitality, logistics and retail sectors are expected to benefit the most from the expected growth in tourist numbers, a general increase in economic activity before and during the event, and corresponding population growth, according to Jones Lang LaSalle’s 2014 Top Trends for UAE Real Estate report. Dubai playing host to Expo 2020 is also expected to boost the construction sector as the Dubai government intends to commit an estimated U.S.$8.1 billion in public funding to the event, the majority of which is directed at infrastructure and public transport projects, according to a statement by Sheikh Ahmed bin Saeed Al Maktoum, head of Dubai’s Supreme Fiscal Committee, in November 2013. Estimates by Oxford Economics indicate that over 277,000 jobs will be created in Dubai between 2013 and 2021, 40 per cent. of which are expected to be within the travel and tourism sector and 30 per cent. in the construction sector. Expo 2020 will be located on 438 hectares at Dubai World Central—Jebel Ali, on the south-western edge of Dubai, equidistant from the centres of Abu Dhabi and Dubai. The site is in close proximity to Dubai Parks and Resorts.

50 Government support for tourism in the UAE Growth in tourism in the UAE has also been bolstered by government initiatives, particularly in Dubai and Abu Dhabi. In its Dubai Strategic Plan 2015 (the 2015 Plan), released in February 2007, the Dubai government set out its objectives and strategy for developing five sectors, including the economy. The 2015 Plan’s economic development strategy lays out six vertical building blocks, including tourism, that are conducive to future growth and on which the government intends to focus in order to facilitate economic growth. To facilitate the 2015 Plan’s objectives relating to tourism, the Dubai government established DTCM whose vision is to position Dubai as the leading tourism destination and commercial hub in the world. Further, in May 2013, HH Sheikh Mohammed bin Rashid Al Maktoum, the Ruler of Dubai, approved Dubai Tourism Vision 2020, as discussed above under ‘‘Dubai as a business and leisure tourism hub’’. In its Vision 2030, the Abu Dhabi government aims to shift the focus of Abu Dhabi’s economy away from hydrocarbons and towards non-energy sectors and intends to focus its spending on other areas, including tourism and sectors that are expected to draw skilled expatriate workers to Abu Dhabi. The Abu Dhabi government is also aiming to grow its inbound tourist numbers from 3.3 million in 2013 to 4.9 million tourists in 2020 and 7.9 million tourists in 2030, according to the Plan Abu Dhabi 2030: Urban Structure Framework Plan, and has established the Tourism and Culture Authority to facilitate tourism growth. Abu Dhabi’s tourism strategy is largely complementary to that of Dubai, with a significant focus on cultural attractions, such as the Zayed National Museum and the proposed Louvre Abu Dhabi and Guggenheim Abu Dhabi, as well as leisure attractions such as the Formula One race track, Ferrari World and Yas Waterworld, all of which attract, or are expected to attract, additional visitors to the UAE.

COMPETITIVE ENVIRONMENT Theme parks compete directly for discretionary spending and discretionary free time with: • other theme parks; and • other similar commercial attractions (such as waterparks), and indirectly with all other types of recreational and cultural facilities and alternative forms of entertainment, tourism and recreation activities, including shopping malls, new media, in-home entertainment, sporting events (both regular and ‘‘one-off’’ events such as the Olympics and the FIFA World Cup) and vacation travel.

Leisure is the primary driver of inbound tourism in the Middle East, especially Dubai According to the UN World Tourism Organisation Report—2014 and the Feasibility Study based on information from BizGate Marketing & Consultancies, in 2013, travel for recreation and leisure accounted for the majority of global tourist arrivals (comprising 52 per cent. of all international tourist arrivals). In particular, in the Middle East, tourists travel to a destination looking primarily for shopping, leisure and entertainment, followed by sun and beach, a halal experience and luxury. Once the Project is completed, we expect to have a broad set of competitors within the industry, as well as from other attractions including cinemas, museums, sporting events and large shopping malls that compete for both the time and money that consumers spend on leisure and entertainment. • Saudi tourists comprised 11.3 per cent. of all tourist arrivals to Dubai in 2012 and 3.3 per cent. of all tourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu Dhabi Tourism & Culture Authority, respectively. Saudi tourists tend to travel in large family groups and to stay for three to five days at a time during short stays and between 28 and 56 days during their annual long stay time, according to Dnata, with spring being a particularly popular time for Saudi visitors to Dubai. They are among the highest spending tourists in the world with an average tourist expenditure of U.S.$3,360 per day (based on 2011 data) according to the Arabian Travel Market; • Indian tourists comprised 7.7 per cent. of all tourist arrivals to Dubai in 2012 and 6.2 per cent. of all tourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu Dhabi Tourism & Culture Authority, respectively. Indian tourists tend to visit for week-long trips, according to Dnata, with summer being a popular time for lower budget travellers, and have an average tourist expenditure of U.S.$1,645 per day according to Nielsen and Pacific Asia Travel Association;

51 • British tourists comprised 6.9 per cent. of all tourist arrivals to Dubai in 2012 and 5.7 per cent. of all tourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu Dhabi Tourism & Culture Authority, respectively. British tourists stay for 4.5 days on average, according to Dnata, with summer being a popular time; • American tourists comprised 5.1 per cent. of all tourist arrivals to Dubai in 2012 and 3.2 per cent. of all tourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu Dhabi Tourism & Culture Authority, respectively. American tourists tend to stay for only 2 days, according to Dnata, typically on their way to another destination; and • German tourists comprised 3.2 per cent. of all tourist arrivals to Dubai and 4.2 per cent. of all tourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu Dhabi Tourism & Culture Authority, respectively.

Leisure and entertainment options in the UAE Although Dubai has world-class leisure and entertainment options for tourists, there are few large-scale leisure and entertainment options in the UAE generally, with most of the current offerings being small or having a single product focus. We believe that Dubai Parks and Resorts, once completed in 2016, will become a premier destination which will help to meet increasing demand both locally and regionally. In the UAE, the principal leisure and entertainment options that might compete directly with Dubai Parks and Resorts are three major water parks, Ferrari World in Abu Dhabi (a regional amusement park themed around a single specialist concept), the planned IMG Worlds of Adventure theme park in Dubai which is currently under construction and a proposed Warner Brothers theme park in Abu Dhabi. The IMG Worlds of Adventure theme park, a 1.5 million square foot indoor themed entertainment destination based on Cartoon Network and Marvel brands according to a May 2014 press release, is expected to constitute a single park with four zones. IMG Worlds of Adventure is expected to open in 2015. The Warner Brothers theme park was first announced in 2007, and recent reports have noted that the Warner Brothers theme park is part of an expansion of Yas Island and will constitute a single theme park with indoor and outdoor areas with 19 themed rides, although an expected opening date has not yet been announced. Other attractions(1) in the UAE include a number of large shopping malls, significant cultural attractions such as the Zayed National Museum and the proposed Louvre Abu Dhabi and Guggenheim Abu Dhabi, kids’ destinations (such as Sega Republic and Kidzania), other general attractions (such as Ski Dubai and Global Village) and a range of major sporting events including the annual Abu Dhabi Formula One Grand Prix, the Dubai Rugby 7s, horse racing events, such as the Meydan World Cup, international golf and tennis events, off road racing in the Dubai Desert Challenge and air and power boat racing. We believe that these attractions and events are complementary to Dubai Parks and Resorts, as they may drive traffic to Dubai Parks and Resorts.

Directly competing theme park options in the Middle East (outside the UAE) Outside the UAE, there are limited theme park attractions in the Middle East, including a seven ride theme park in Bahrain which we categorise as a regional amusement park and water parks in Bahrain, Kuwait, Lebanon, Qatar and Jordan. There are currently no international destination theme parks or national/regional destination theme parks in the Middle East.

Competitive environment outside the Middle East Outside the Middle East, there are a large number of directly competing theme park attractions, with 11 of the top 25 theme parks in terms of visitor attendance in 2013 being located in the United States, five being located in Europe and nine being located in Asia (five in Japan, two in South Korea and two in Hong Kong), according to AECOM. Additionally, a new theme park destination resort, Twentieth Century Fox

(1) Sega Republic had approximately 750 thousand visits in 2013 and is approximately 76 thousand square feet in size; KidZania had approximately 500 thousand visits in 2013 and is approximately 80 thousand square feet in size; Ski Dubai had approximately 750 thousand visits in 2013 and is approximately 32 thousand square feet in size; and Global Village had approximately 5 million visits in its five-month season across 2013 and 2014 and is approximately 17.2 million square feet in size, according to AECOM and the Feasibility Study.

52 World, is being built in Malaysia, an hour’s drive from Kuala Lumpur. Twentieth Century Fox World is due to open in 2016 and is expected to feature 25 rides and attractions based on Fox films, in addition to retail outlets, hotels and show area for live shows, according to the website of its developer Genting Malaysia Berhad. The global theme park industry continues to see attendance growth, with the top 25 theme parks worldwide attracting 214.7 million visits in 2013, up 4.3 per cent. from 2012, according to AECOM. Importantly, visitor attendance at theme parks has maintained growth throughout the recent global economic downturn. From the end of 2008 through 2013, annual attendance at the top 25 global theme parks grew, on average, by 3 per cent, according to the TEA/AECOM’s Global Attractions Attendance Reports for 2010 to 2013. We believe that these global and regional trends support our strategy for Dubai Parks and Resorts.

53 BUSINESS OF THE GROUP OVERVIEW We are currently developing Dubai Parks and Resorts, a multi-themed leisure and entertainment destination that will offer 73 attractions in three separate theme parks, a four star Marriott-operated resort hotel (to be known as Hotel Lapita), and Riverpark, a complementary and centrally located retail, dining and entertainment district connecting the three theme parks and hotel. Dubai Parks and Resorts will be set in 25.0 million square feet of land, of which approximately 12.4 million square feet is owned by us and approximately 3.6 million square feet is leased under a long-term automatically renewable lease from our founder. The remaining 9.0 million square feet principally comprises land owned by our founder for which we have been granted easement rights to construct access roads and other supporting infrastructure. Our founder has also granted us a 10-year lease in respect of approximately 6.5 million square feet of additional land that can also be used for parking pending the possible future development of multi-story parking facilities. The land on which Dubai Parks and Resorts will be located is strategically located on Sheikh Zayed Road midway between the Dubai and Abu Dhabi International Airports. Our vision for Dubai Parks and Resorts is that it will become a premier year-round global entertainment destination, catering to a wide variety of visitor segments from the Middle East, the Indian subcontinent and globally by offering world-class and varied attractions based on an exclusive portfolio of globally- recognised licenced brands. The Project is currently anticipated to be complete before the end of the third quarter of 2016 and the total estimated number of visits in the first full year of operation in 2017 is approximately 6.7 million, with significant growth expected over the following four-year period. We hold licences that are exclusive within a defined geographical area, which varies between the licenses, to a portfolio of globally recognised brands from DreamWorks, Sony Pictures and, through our development and management agreement with Merlin Entertainments, LEGO and also have licences in relation to a number of major Bollywood films. We have partnered with leading global operators, including Parques Reunidos and Merlin Entertainments for our theme parks and Marriott for our hotel. We have also appointed a leading programme management consultant (Samsung C&T) and a leading technical consultant (Hill International). When complete, Dubai Parks and Resorts will offer a broad selection of attractions, themed areas, concerts and shows, restaurants, and retail outlets, and thereby provide a complete family-oriented entertainment experience. Our three theme parks, resort hotel and Riverpark are designed to take full advantage of our intellectual property licences and the lack of similar destinations in the Middle East. They have been designed and developed in close cooperation with our intellectual property and operating partners and project consultants. The table below provides an overview of each destination:

Theme park / hotel Estimated visits in operator and term of Key intellectual property Overview Key facts 2017 and dwell time* agreement licensors and licences motiongate ...... Innovative theme park • 4.0 million square feet 3.1 million visits Parques Reunidos, a DreamWorks (licence concept based on of total land area leading European-based extends until 31 March DreamWorks and Sony (initial park footprint of6.5 hour dwell time operator of international 2026 and is exclusive within Pictures movie intellectual approximately leisure parks (contract has the GCC region) property providing rides, 1.9 million square feet) a 10 year term from park shows and other attractions opening) Sony Pictures (licence until as well as themed food and • Four themed zones: 31 August 2024 and is exclusive within the GCC beverage outlets and • Studio Central merchandise leveraging the region) brands we have licensed • DreamWorks Targeted at a wide • Smurfs Village demographic, including • Sony Pictures families, teenagers and Studios young adults, couples and thrill seekers • 27 attractions on park opening (including multi-media, 3D motion simulator, rollercoasters, drop tower and other rides as well as child-oriented attractions) • Key brands / movies include: Shrek, Madagascar, Kung Fu Panda, How to Train your Dragon, Hotel Transylvania Ghostbusters and The Smurfs

54 Theme park / hotel Estimated visits in operator and term of Key intellectual property Overview Key facts 2017 and dwell time* agreement licensors and licences LEGOLAND Dubai . . LEGOLAND branded • 3.2 million square feet 1.9 million visits Merlin Entertainments, the Merlin Entertainments, the theme park, based on the of total land area (1.5 million for the theme operator of all holder of the global well-established (initial park footprint of park and 0.4 million for the LEGOLAND theme parks LEGOLAND licence LEGOLAND theme park approximately waterpark) globally (contract has a (licence extends for brand and LEGO product, 1.9 million square feet) 25 year term from park 25 years after opening and and adapted to local6.5 hour dwell time opening) is exclusive within the GCC climate conditions • Six themed zones region, Algeria, Cyprus, • LEGO City Egypt, Jordan, Lebanon, Targeted at families with Libya, Malta, Morocco, younger children between 2 • Adventure Syria, Tunisia and Yemen) to 12 years of age • LEGO Kingdom • Create • Factory • Miniland • In addition, a LEGO-themed waterpark with separate ticketing • 30 attractions on park opening (including building experience, rollercoasters, family and child-oriented rides and play areas) and an expected 10 additional waterpark attractions on park opening

Bollywood Parks . . . A first-of-its-kind family- • 2.1 million square feet 1.7 million visits Parques Reunidos (contract Skye Entertainment JLT oriented theme park of total land area (1.5 million for the theme has a 3 year term from (licences extend for leveraging the popularity of (initial park footprint of park and 0.2 million for the park opening) 10 years after opening and the ‘‘Bollywood’’ Indian approximately Rajmahal theatre) are generally exclusive film industry brand 1.7 million square feet) within the GCC region) 5.5 hour dwell time The park will include a • Five themed zones: full-size theatre offering live shows and musicals, as • Bollywood well as other attractions Boulevard and food, beverage and • Mumbai Chowk retail outlets • Rustic Ravine Targeted at families, teenagers and young adults, • Bollywood Film couples and active seniors Studios and Hall of and designed to appeal in Heroes particular to the Central • Royal Plaza, Asian demographic including Rajmahal theatre with separate ticketing for a permanent show and other events • 16 attractions on park opening (including live shows and thrill, family and child-oriented rides) • Key movie themes include: Rock On!!, Don, Dabangg, Lagaan, Sholay, Zindagi Na Milegi Dobara, Krrish, Ra One and Mughal-e-Azam

Hotel Lapita ..... Set on an artificial lagoon • The hotel’s 500 rooms — Marriott, under the — and centrally located, Hotel and three villas will be Autograph collection Lapita will be a four star centred around an Polynesian-themed resort artificial lagoon, Management contract hotel with 500 rooms and comprised of eight extends for 20 years from three villas clusters of 50 rooms hotel opening and a central building Targeted at leisure with 100 rooms travellers to Dubai and visitors who prefer the • The hotel will include convenience of staying an all-day dining on-site restaurant, as well as a speciality restaurant, spa, rooftop bar and other amenities

55 Theme park / hotel Estimated visits in operator and term of Key intellectual property Overview Key facts 2017 and dwell time* agreement licensors and licences Riverpark ...... A central retail, dining and • 220,000 square feet ——— entertainment gateway that gross leasable area will connect the theme parks • Four themed zones: Riverpark will be themed • French Village around a ‘‘journey through • Boardwalk time’’, ranging from a French village in the 1600s • India Gate through to early Los • The Peninsula Angeles and Las Vegas in the 1950s Targeted at both theme park and hotel guests, as well as local residents, corporate parties and other visitors such as those within the meetings, incentives, conferences and events market

* See ‘‘Financial projections’’ for the basis of the estimates of visits and dwell time. We have established a subsidiary, Dubai Parks Destination Management LLC (Destination Management), which will act as a front-facing sales, marketing, packaging and sponsorship team designed to enhance revenue by marketing Dubai Parks and Resorts as a theme park destination. We currently expect Destination Management to operate in four core areas: • dynamic packaging of entry tickets with other services and the creation of specialised ticketing packages to enhance yield and revenue management at a destination level; • destination marketing in co-ordination with the park and hotel operators as well as Dubai government tourism efforts; • coordination of ticketing distribution and customer support; and • cross-asset sponsorship and co-ordination of asset level sponsorship initiatives. To date, we have completed a number of key project milestones on schedule and within budget, including entering into agreements with all of our IP partners and operators and obtaining all major regulatory approvals. We have completed the concept and schematic design phases (which can be a key area of timing and cost uncertainty) for all five destinations and expect to have completed the detailed design phase for all destinations around the middle of 2015. We have also placed orders for more than 80 per cent. by value of the 42 theme park rides. The total cost of the Project is budgeted at AED 10.5 billion, of which the construction costs are AED 8.7 billion. As at 31 August 2014, we had incurred AED 881 million of Project costs and accruals. These costs are reflected in the Company’s balance sheet as property and equipment of AED 839 million, investment properties of AED 18 million and accumulated losses of AED 24 million. As of 31 August 2014, our founder had injected, by way of share capital (comprised of share capital in addition to a proposed share capital increase), AED 686 million of Project costs. Our founder has transferred or leased on a long-term basis land parcels valued at AED 896 million and has agreed to fund AED 195 million of our expenditures that were carried as liabilities on our balance sheet at 31 August 2014, in consideration for share capital as a contribution in kind. We believe that these equity contributions by our founder, together with the anticipated proceeds of the Offering and drawings under our Committed Facility, will fully fund the AED 10.5 billion Project cost. In the Committed Facility, Meraas Holding and Meraas Leisure (the Parent Guarantors) have guaranteed the construction risk of the Project to the lenders. In particular, each of the Parent Guarantors has agreed with the lenders that if certain Project milestones are not reached the Parent Guarantors will provide an interest-free shareholder loan to us to enable completion of the Project. See ‘‘Material contracts—Committed Facility—Construction risk guarantee and release of Parent Guarantors’’. In May 2013, the Ruler of Dubai announced Dubai Tourism Vision 2020, which targets a doubling of annual tourist visits to Dubai by 2020, from 10 million in 2012 to 20 million by 2020 and a trebling of the annual contribution made by tourism to Dubai’s economy between 2012 and 2020. See ‘‘Market overview— Tourism drivers in Dubai and the UAE—Dubai as a business and leisure tourism hub’’. We believe that Dubai Parks and Resorts will be a key factor that will both support and benefit from Dubai Tourism Vision 2020.

56 INVESTMENT HIGHLIGHTS Favourable UAE demographic and macroeconomic trends We believe that Dubai Parks and Resorts will benefit from strong local demand as a result of attractive demographic and macroeconomic trends. Dubai and the UAE have a growing, young and affluent population, with significant disposable income. The UAE’s population grew at a compound annual growth rate of 8.8 per cent. between 2006 and 2013, from 5.0 million to an estimated 9.0 million, according to data from the IMF 2014 Database and is estimated by the same source to grow at a compound annual growth rate of 2.9 per cent. between 2013 and 2019 to 10.7 million. Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and 61 per cent. of residents under the age of 45, according to the Feasibility Study. The UAE’s economy, measured by nominal GDP in US dollars, grew at a compound annual growth rate of 8.9 per cent. between 2006 and 2013, from U.S.$222 billion to an estimated U.S.$402 billion, according to data from Euromonitor International and is estimated by the same source to grow at a compound annual growth rate of 5.0 per cent. between 2013 and 2020 to U.S.$567 billion. According to the IMF World 2014 Database, the UAE economy is forecast to continue its strong growth, with real GDP forecast to grow by 4.4 per cent. in 2014 and by between 4.4 and 4.6 per cent. per year from 2015 to 2019, and according to the same source, the UAE had the world’s eighteenth highest nominal GDP per capita for 2013, at an estimated U.S.$43,876.

Dubai’s location, significant existing attractions and strong tourist infrastructure position it well to benefit from anticipated strong tourism growth in the Middle East According to the 2014 UN Tourism Highlights Report, the Middle East is expected to be the fastest growing region for inbound tourism in the world, with visitor numbers expected to increase by 2.9 times to 149 million in 2030 compared to 52 million in 2013. We believe that Dubai will benefit from this growth. In addition to sound local fundamentals, Dubai benefits from being one of the leading global tourism and commercial centres in the Middle East, with approximately 3 billion people within a four-hour flight time and 6 billion within an eight-hour flight according to analysis performed by the Technical Expert based on World Bank data and direct flying times. Between 2006 and 2013, tourist arrivals in Dubai grew at a compound annual growth rate of 7.0 per cent., from 6.4 million to 11.0 million, according to DTCM. Dubai is currently the fifth most visited city in the world based on estimated international overnight visitors according to Mastercard 2014 Global Destination Cities Index, with approximately 79 per cent. of tourist arrivals in Dubai being leisure-oriented according to World Travel & Tourism Council, Travel & Tourism, Economic Impact 2014, United Arab Emirates. Dubai has differentiated itself amongst worldwide tourist destinations through the development of iconic offerings such as The Dubai Mall (one of the world’s largest shopping malls and most visited tourist destination globally), Burj Khalifa (the world’s tallest building), Burj Al Arab (one of the world’s most luxurious hotels), Ski Dubai (an indoor ski slope) and Palm Jumeirah (one of the world’s largest man made islands) which attract visitors from across the globe. Dubai’s growth as a tourist centre is expected to continue as the Dubai government has set a target of 20 million annual visitors by 2020, which implies a compound annual growth rate of 9 per cent., with the government of Dubai firmly behind efforts to grow Dubai as a leisure and entertainment destination Dubai’s infrastructure also supports its attractiveness as a tourism destination and regional aviation hub, with hotel rooms in Dubai predicted by the Technical Expert, based on information from Jones Lang LaSalle and BMI, to increase from approximately 83,000 in 2013 to around 104,000 by 2018. In addition, the growth of the airline Emirates and the facilities of Dubai International Airport, the new Al Maktoum International Airport as well as the close proximity of Abu Dhabi International Airport are also expected to significantly contribute to growth in tourism. Accordingly, we believe that Dubai Parks and Resorts is ideally located in a market with strong drivers for continued local and international demand and growth.

Limited regional competition The MENA region and the Indian subcontinent are relatively underpenetrated in the theme park sector compared to other major global markets and we believe that Dubai Parks and Resorts will benefit from an early mover advantage combined with a prime and easily accessible location in the UAE.

57 According to AECOM, of the world’s top 25 theme and amusement parks by number of visits in 2013, eleven were located in North America, five were in Europe and nine were in Asia (with five in Japan, two in South Korea and two in Hong Kong). Dubai, the wider MENA region and the Indian subcontinent currently do not have a multi-themed international destination theme park that offer a similar range of branded attractions to Dubai Parks and Resorts, with the nearest similar destination being Yas Island in Abu Dhabi on which a Formula One motor racing track, Ferrari World, a Ferrari-themed amusement park, and Yas Water World, a major water park, are located. A Yas Island-based Warner Brothers theme park was first announced in 2007 and recent press reports in the Middle East suggest that this project may now be at the relatively early technical proposal stage. In addition, IMG Worlds of Adventure, a Dubai-based 1.5 million square foot indoor themed entertainment destination based on Cartoon Network and Marvel brands according to a May 2014 press announcement, is currently expected to open prior to Dubai Parks and Resorts. Dubai also currently hosts two of the world’s top 10 water parks by visitor rankings, according to TripAdvisor. Given the relatively proximate location of these attractions, we expect Yas Island and Dubai’s other waterparks, as well as the new IMG theme park when open, to be both complementary as well as competing leisure attractions. Dubai Parks and Resorts will be well-located on Sheikh Zayed Road, which is the main highway in Dubai and the main connection to Abu Dhabi, only 63km from Dubai International Airport, 68km from Abu Dhabi International Airport and 20km from the new Al Maktoum International Airport in Dubai, which is designed to be the biggest airport in the world, with an expected capacity of up to 160 million passengers in the future, according to a Dubai Airports press release. Moreover, we expect that Dubai Parks and Resorts will have excellent local access, with both metro and rail links being planned to facilitate access to Dubai Parks and Resorts. As result of our strategic location, we also expect to benefit from an early mover advantage which, given the development lead time and substantial capital investment requirements, should enable us to capitalise on what we believe will be significant demand for a multi-themed destination such as Dubai Parks and Resorts. Further, we expect that our industry leading operators, leading intellectual property partners and broad offering, as well as strong Dubai government support for tourism development, will be key strengths of Dubai Parks and Resorts once it is opened in 2016.

A differentiated and integrated multi-themed offering backed by a unique IP portfolio We believe that our multi-theme park approach and portfolio of intellectual property will attract and appeal to guests from the MENA region, the Indian subcontinent and other major Dubai tourist markets (including the UK, the United States and Russia which, together with Saudi Arabia and India, were Dubai’s top five source markets for tourist visitors in 2013 according to DTCM), as our intellectual property portfolio is an established part of popular culture in the region. We have also designed our theme parks to provide broad appeal across the demographic spectrum. We expect that Dubai Parks and Resorts will be an attractive destination for both resident visitors and tourists and intend to design our ticketing packages to attract all types of visitor as discussed further below. We hold: • DreamWorks/motiongate: a licence from DreamWorks which extends until the tenth anniversary of the motiongate park opening and is exclusive within the GCC region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the UAE) to utilise 16 licensed films (including Shrek, Madagascar, Kung Fu Panda and How to Train your Dragon) and certain additional films released during the term of the licence in our motiongate theme park; • Sony Pictures/motiongate: a licence from Sony Pictures which extends until 31 August 2024 and is exclusive within the GCC region to utilise eight licensed films (comprising The Smurfs and Smurfs 2, Ghostbusters, Cloudy with a Chance of Meatballs 2, Hotel Transylvania, Zombieland, Green Hornet and Underworld Awakening) in our motiongate theme park; • Merlin/LEGO: a licence from Merlin Entertainments which extends until the 25th anniversary of the LEGOLAND Dubai theme park opening to use the LEGO, LEGOLAND and related intellectual property rights owned by Merlin Entertainments and its subsidiaries in the construction and operation of our LEGOLAND Dubai theme park. This licence is exclusive within the GCC, Algeria, Cyprus, Egypt, Jordan, Lebanon, Libya, Malta, Morocco, Syria, Tunisia and Yemen; and

58 • Bollywood Parks: a number of individual licences which have been granted by Skye Entertainment JLT (Skye Entertainment), which each extend until the tenth anniversary of the Bollywood Parks theme park opening and are generally exclusive within the GCC region to exploit specific popular Bollywood films in our Bollywood Parks theme park as well as a licence from Super Cassette Industries Limited which extends for 10 years and is exclusive in the UAE to exploit 500 songs from the Bollywood films which we have licensed. Our licenses typically include the right to sell merchandise featuring all the movies and characters in respect of which we have licences at the parks, use the movies in our advertising, use characters in the movies as walk-around characters and use the movies and characters in theming for rides, attractions and retail outlets. We believe that our unique combination of intellectual property will promote strong demand, support higher ticket prices, increase length-of-stay and enhance in-park sales. Accordingly, we have designed Dubai Parks and Resorts as a multi-themed destination to specifically take advantage of the differentiated nature of each of these intellectual properties to create a destination to appeal to a wide range of customers and to provide an enhanced family entertainment experience. In particular, we have designed our attractions to be diversified across a range of categories, including: • Attraction format: Our theme parks offer a range of attraction types, ranging from live Bollywood- inspired musical shows to thrill rides and family-friendly attractions, seeking to capture different interests from local, regional and international markets; • Demographics: Through our range of theme parks and attractions, we plan to cater our offering to various age groups, including, in particular, young children in our LEGOLAND Dubai theme park and family groups, teenagers and adults in our other two theme parks; • Local, regional and international target market: We are designing our attractions to attract residents from the UAE, as well as visitors from the GCC, the Indian subcontinent and the broader Dubai tourism market in order to reduce our dependence on any single geography; • Price points: We are planning to offer a range of packages from short one or two hour visits to single theme parks to multi-day multi-theme park packages actively promoted by Destination Management in order to maximise our appeal, the duration of visits to our theme parks and in-park spending; and • Diversity of intellectual property: Our intellectual property includes both well-established brands (such as LEGO and LEGOLAND, Sony Pictures and DreamWorks) and newly-developed concepts (such as Bollywood Parks) in order to appeal to both existing demand streams and potentially untapped markets as well. As a result of our unique mix of intellectual property rights and diversified offering, we believe that we will have a compelling leisure and entertainment offering designed from the ground-up to appeal to a wide range of potential visitors.

Proven and experienced management implementing a clear strategy of reducing project execution risk Our senior management team includes experienced theme park executives, with an average tenure of more than 21 years in the industry between five key individuals: Raed Al Nuaimi, our CEO; Dr. Mohamed Newera, Technical Adviser to our CEO; Paul La France, our Chief Projects Officer; Matthew Priddy, our Chief Technical Officer; and Brian Machamer, our Senior Director, Theme Park Operations. The management team comprises skilled and dedicated professionals with wide ranging experience in theme park design, development, operations, business development and marketing, see ‘‘Management’’. Our senior management team is supported by highly experienced project advisers, with a team of approximately 200 advisers from Samsung C&T and Hill International, approximately 60 per cent. of whom have previous theme park construction experience, including working on projects such as Tokyo DisneySea, Hong Kong Disneyland, Adventureland in Euro Disney, Animal Kingdom at Walt Disney World in Florida and Universal Studios in Singapore. We have sought to de-risk our project development by appointing experienced consultants and reputable contractors and attraction vendors and imposing extensive pre-qualification requirements. We have also appointed Cumming Construction Management, a leading cost consultant, who is responsible for cost management and have established a clear contingency plan for time and cost overruns. Our rides are based on standardised and tested designs incorporating high standards of safety. They are being manufactured by leading theme park ride vendors which are required to have them certified by TUV¨ Sud,¨ a leading technical services organisation whose services include inspection, testing and certification for theme park

59 rides, before delivery and installation under the supervision of the vendors, further reducing our construction risk. Moreover, we have partnered with leading international operators who have extensive experience in theme park operations and have involved them in our design and development phases. Parques Reunidos, who will operate motiongate and Bollywood Parks, is an international Madrid-based entertainment operator that manages 54 theme and amusement parks, water parks, zoological and marine life parks around the world, primarily across Europe and the US. Merlin Entertainments is Europe’s leading and the world’s second largest visitor attraction operator, operating LEGOLAND parks in six locations in the United States, Europe and Asia. Marriott is one of the world’s largest hospitality companies with more than 3,900 properties and 18 brands across the globe. To date, we have completed a number of key Project milestones on schedule and within budget, including entering into agreements with all of our IP partners and operators and obtaining all major regulatory approvals. We have completed the concept and schematic design phases (which can be a key area for timing and cost uncertainty) and for all five destinations and expect to have completed the detailed design phase for all destinations around the middle of 2015. We have also placed orders for more than 80 per cent. by value of the 42 theme park rides. As a result of these factors, we believe that we are well-positioned to deliver the Project on-schedule and on-budget in 2016.

STRATEGY Our vision for Dubai Parks and Resorts is that it will be the premier year-round entertainment destination in the Middle East, providing world class attractions that are memorable, entertaining, interactive and educational and supporting Dubai’s status as a leading international leisure and tourism hub. We aim to create a high growth, high return, family entertainment business based on internationally-recognised brands with long-term appeal. In the short-term, our strategy is to focus on completing the construction of the Project and ensuring the implementation of an effective public relations strategy, see ‘‘Marketing strategy’’ below. Once Dubai Parks and Resorts is operational, which we currently anticipate will be before the end of the third quarter of 2016, we expect to focus on operational excellence (particularly in terms of the customer experience and safety) and to deliver additional growth following the opening and stabilisation of visitor numbers by: • building a destination management team, in line with standard practice at other major integrated theme park destinations such as Disney and Universal Studios theme parks, that will seek to maximise destination revenue and yields by actively monitoring our pricing, duration of visit and in-park spend and adjusting pricing to maximise our revenue (including through flexible pricing to manage peaks and troughs in anticipated demand and multi-visit discounts) as well as designing new plans and packages to attract additional market segments; • continuing to focus on promotion strategies, including on-line, social media and e-commerce initiatives, as well as by coordinating our marketing with that of the Dubai government bodies which market Dubai as a tourist destination; and • focusing our marketing efforts on specific regions, including core markets such as local attendance from the UAE, regional visitors from the Middle East and the Indian subcontinent and other top tourist markets for Dubai such as the UK, the United States and Russia, as well as other emerging markets such as China. In the medium- to longer-term, we aim to further develop Dubai Parks and Resorts through a number of initiatives, including: • fully capitalising on major regional events such as the Expo 2020 in Dubai and the FIFA World Cup 2022, which is expected to be held in Qatar; • ensuring that we make regular and cost-efficient investments in each of our theme park destinations which are designed to maintain the quality and safety of our attractions and to increase visitor numbers, support price increases and drive revenue growth and margin enhancement, as well as to maintain the long-term attractiveness of Dubai Parks and Resorts. These investments are likely to include installing new attractions, replacing old attractions with new, more up-to-date attractions, upgrading and/or re-theming existing attractions, potentially, securing new IP rights or extensions to existing IP rights and

60 the general maintenance of existing attractions (including ensuring health and safety standards are met); and • potentially expanding one or more of our three theme parks to meet additional demand (the land area within which each park is constructed contains sufficient room to permit such expansion). Together with our founder, we continue to explore other opportunities to develop the land surrounding Dubai Parks and Resorts which is currently owned by our founder, and our founder has agreed to offer us a right of first refusal in relation to any project proposed to be developed by it on this land, pursuant to a relationship agreement entered into between us and our founder (the Relationship Agreement). Examples of such development might include the addition of new theme parks, hotels and retail, dining and entertainment destinations. Any such proposals would be governed by the Relationship Agreement and be subject, at least, to prior agreement being reached in relation to: • the acquisition from our founder of the necessary land at its then current fair market value, as determined by a independent valuer; • appropriate IP rights and operator arrangements in the case of new theme parks and, potentially, hotels; and • the necessary funding of the relevant proposed development. We have entered into the Relationship Agreement in which our founder has given certain covenants. See ‘‘Related party transactions—Relationship agreement’’ for a description of this agreement. Our founder executed an MoU with Six Flags on 7 April 2014. The MoU relates to an exclusive licence (the Licence) to develop a Six Flags branded theme park in the GCC to be located adjacent to the Project. The MoU also contemplates a licence agreement and a management services agreement (the Management Services Agreement) pursuant to which Six Flags would provide management services for the proposed theme park for a specified term. The MoU terminates on 15 March 2015 (the Long Stop Date), unless definitive documentation in relation to the Licence and the Management Services Agreement has been executed by that time. The MoU provides that Six Flags will deal exclusively with our founder with regard to the development of a Six Flags branded theme park in any member country of the GCC prior to the Long Stop Date. The MoU also sets out a specific schedule of fees for our founder to pay to Six Flags prior to the opening of the proposed theme park. Several of these payments have been made by our founder in accordance with the fee schedule. Negotiations with respect to definitive documentation is ongoing. Although, as a result of the Relationship Agreement, we expect that our founder will offer to transfer its rights and obligations under the MoU and any definitive documentation entered into to us, no agreement has been reached between us and our founder in relation to this proposed theme park and any such agreement would need to include the necessary land to be transferred and would be subject to appropriate financing, which could include additional equity being issued. Any such transactions will be related party transactions and will be subject to the approval process discussed under ‘‘Related party transactions— Relationship agreement’’. There can be no assurance that we will enter into definitive documentation with our founder relating to this theme park, or if such documentation is executed, that we will be able to successfully develop and open a Six Flags branded theme park.

RECENT DEVELOPMENTS On 20 October 2014, our founder transferred title to a significant portion of the land on which Dubai Parks and Resorts is being constructed to us and on or about 16 November 2014 our founder leased certain additional land to us under a long-term lease. See ‘‘Presentation of financial and other information—Land valuation’’. On 9 November 2014, we entered into the Committed Facility. See ‘‘Material contracts—Committed facility’’. Since 31 August 2014, we and our founder have entered into a number of novation agreements, including in relation to certain of the contracts identified under ‘‘Material contracts’’. See ‘‘Material contracts’’.

61 GROUP ORGANISATIONAL STRUCTURE AND FOUNDER Organisational structure Our group comprises the Company and its eight subsidiaries as shown in the chart below:

(1) Dubai Parks and Resorts PJSC (Company) 99% Meraas Leisure and Entertainment LLC (MLE) 1% Meraas Holding LLC

LL Dubai Dubai Parks Bollywood Dubai Parks Destination Motiongate LLC Themepark River Park LLC (MGL) Parks LLC Hotel LLC Management LLC (LLDT) 99% Company 99% Company LLC 99% Company 99% Company 99% Company 1% MLE 1% MLE 1% MLE 1% MLE 1% MLE 99% Company 1% MLE

Mgate LL Dubai Operations Operations LLC LLC 99% MGL 99% LLDT 1% Company 1% Company 10NOV201419064553

Note: (1) Currently under incorporation. Motiongate LLC owns approximately 4.0 million square feet of land and is responsible for the development and operation of our motiongate theme park on that land. See ‘‘Description of the Project— motiongate’’ below. Its subsidiary, Mgate Operations LLC, will be the operating entity for the motiongate theme park in accordance with the management agreement entered into with Parques Reunidos. LL Dubai Themepark LLC owns approximately 3.2 million square feet of land and is responsible for the development and operation of our LEGOLAND Dubai theme park on that land. See ‘‘Description of the Project—LEGOLAND Dubai’’ below. LL Dubai Operations LLC will be the operating entity for the LEGOLAND Dubai theme park in accordance with the management agreement entered into with Merlin Entertainments. Bollywood Parks LLC owns approximately 2.1 million square feet of land and is responsible for the development and operation of our Bollywood Parks theme park. See ‘‘Description of the Project— Bollywood Parks’’ below. We currently expect that Bollywood Parks LLC will establish a subsidiary to be the operating entity for the Bollywood Parks theme park in accordance with the management agreement entered into with Parques Reunidos. River Park LLC and the Company leases, on a long-term automatically renewable basis, approximately 3.6 million square feet of land from our founding shareholder, and River Park LLC is responsible for the development and operation of our retail, dining and entertainment district that connects the three theme parks and the resort hotel. See ‘‘Description of the Project—Riverpark’’ and ‘‘Land bank’’ below. Dubai Parks Hotel LLC owns approximately 0.9 million square feet of land and is responsible for the development and overall operation of our Lapita resort hotel, which will be managed by Marriott. See ‘‘Description of the Project—Hotel Lapita’’ below. Dubai Parks Destination Management LLC will be responsible for the overall promotion of our theme parks as a destination, including sales, marketing, packaging and sponsorship. See ‘‘Marketing strategy’’ below.

Founder Our founder, which currently owns, directly and indirectly, all of our share capital, was founded in 2007 by the Ruler of Dubai. It has a portfolio of investments in tourism, leisure, real estate development and asset management and its goal is to generate long-term wealth and to enhance the economic and social development of Dubai. Our founder aims to create sustainable shareholder value growth through

62 development projects and life cycle asset management, with an additional focus on appropriate strategic investments. Our founder has a portfolio of ongoing real estate development projects and its completed and nearly completed developments to date include: • Citywalk phase 1—comprising over 350 metres of retail frontage with 51 retail and food and beverage outlets, phase 1 of Citywalk is an outdoor lifestyle retail development that opened in October 2013. Future phases envisage a total length of over 1.3 kilometres of promenade and a range of services that includes retail, hospitality and family entertainment facilities. Phase 1 of Citywalk is fully leased; • The Beach—formed around a pedestrian esplanade that meanders between four distinct plazas, The Beach is a beachfront outdoor mall with 70 retail, food and beverage, and entertainment outlets including a mix of top brands and attractions. Three of The Beach’s five zones opened in March 2014 and the remaining two zones opened in October 2014. The Beach is located opposite Jumeirah Beach Residence; and • Box Park—an urban and youthful retail concept constructed from stripped and refitted shipping containers and inspired by pop-up stores in Europe. Box Park is located in Dubai and is expected to open before the end 2014. For more information regarding the relationship with our founder, see ‘‘Related Party Transactions’’.

DESCRIPTION OF THE PROJECT Overview The Project comprises the development of three theme parks offering 73 attractions, Hotel Lapita, a four star Marriott operated resort hotel and Riverpark, a complementary retail, dining and entertainment district that connects the three theme parks and the hotel. In total, our Project is set in approximately 25.0 million square feet of land, of which approximately 16.0 million is owned or leased by us. We have all necessary easements in respect of the remaining approximately 9.0 million square feet of land which will principally be used for access roads and supporting infrastructure. The plan below shows the relative locations and size of our theme parks, hotel and Riverpark. It also indicates the initial footprint of each theme park and the area available for potential future expansion in relation to each theme park.

10NOV201418460847

63 We believe that, when completed, Dubai Parks and Resorts will be a unique leisure and entertainment destination in the MENA region. We currently expect to open our three theme parks before the end of the third quarter of 2016, although this is subject to development and construction risks. See ‘‘Risk factors— Risk factors relating to the Project and our future business—The Project involves the development of three theme parks and two related facilities over a remaining period that is expected to be two years and, as a result, we are exposed to significant development and construction risks’’. The total cost of the Project is budgeted at AED 10.5 billion. In accordance with our operator agreements, we are required to establish a separate subsidiary to act as operator of each theme park. This subsidiary will be directed in its operating activities by the relevant park operator in conjunction with us, although the operators will control the individual day to day operations of each park. See ‘‘Risk factors—Risk factors relating to the Project and our future business—Once Dubai Parks and Resorts becomes operational, we will be dependent on the performance of our operators’’. We expect that Dubai Parks and Resorts will, when operational, generate a range of revenue streams. For example, each of the three theme parks will generate admission fees, which we expect to be their major source of revenue, as well as retail, food and beverage and other income. Each of LEGOLAND Dubai and Bollywood Parks is expected to generate additional admission revenue from a major feature (the waterpark in the case of LEGOLAND Dubai and a permanent show and other events at the Rajmahal theatre in the case of Bollywood Parks) for which we expect to sell tickets separately. Our Hotel Lapita will principally generate revenue from room rates with food and beverage also forming a significant, but smaller, income stream. In Riverpark, our main source of revenue is expected to be lease income as we anticipate that we will mainly act as a landlord in Riverpark, although we may choose to operate one or more outlets directly at any time. Dubai Parks and Resorts is located on Dubai’s Sheikh Zayed Road close to the Palm Jebel Ali and approximately half way between the Dubai and Abu Dhabi international airports. The location of Dubai Parks and Resorts is shown on the map below.

5NOV201411521474 Given the hot and humid summer months in the UAE, particularly in July and August, our masterplan for Dubai Parks and Resorts includes an integrated cooling strategy which aims to support visit numbers regardless of weather conditions. The master plan includes a number of indoor attractions at each theme park as well as 30 minutes of air conditioned queuing. In addition, the architecture and landscaping of the Project emphasises shading. We have also incorporated additional cooling technology, such as fans and misting fans, in the designs. We also expect to adjust the opening hours of Dubai Parks and Resorts throughout the year to avoid peak temperatures and to take account of other cultural and religious events,

64 such as the holy month of Ramadan, holiday periods such as the Eid breaks, and periods of major tourist activity, such as shopping festivals and major sporting attractions. motiongate Introduction Our motiongate theme park will be located on approximately 4.0 million square feet of land (with a footprint on construction of approximately 1.9 million square feet) and will have four themed zones containing 27 attractions. It will be themed around major DreamWorks and Sony Pictures movies, including Shrek, Madagascar, Kung Fu Panda, How to Train your Dragon, Ghostbusters and The Smurfs. We have contracted Parques Reunidos, one of the largest theme park operators globally, to operate motiongate. The budgeted capital cost of constructing motiongate is approximately AED 2.5 billion. We expect the motiongate theme park to attract approximately 3.1 million visits in its first full year of operations in 2017, growing to an estimated 4.8 million visits by 2021, with an estimated dwell time of around 6.5 hours. See ‘‘Financial projections’’.

Themed zones and key attractions Visitors to motiongate will enter into Studio Central, the first themed zone, where they will experience working movie sets of New York City. Behind the facades of Studio Central, guests will find a variety of shops, an old-fashioned ice cream parlour, a bakery and a confectionary. The Studio Central area leads to motiongate’s main hub from which visitors will be able to access the park’s three other zones.

DreamWorks There are four unique lands in DreamWorks: • How To Train Your Dragon, which will present the Village of Berk and contain a range of attractions, including Dragon Gliders, a state-of-the-art attraction in which guests will be carried by dragons for an adventure in the skies above Berk, and The Swinging Viking, where guests will be taken for a thrill ride aboard a retired Viking battleship; • Kung Fu Panda, which will be based in the Valley of Peace and contain key attractions such as Kung Fu Panda: Unstoppable Awesomeness, a 3D motion simulator in which guests will participate in Dragon Warrior Po’s mission to free the Furious Five, Mr. Ping’s Noodle Fling and Kung Fu Academy, an interactive live show; • Madagascar, which will be set in the Fur Power circus and feature rides such as Madagascar Mad Pursuit, in which guests ride an out of control train to evade capture by Captain DuBois, Penguin Air, where riders control the height of Penguin-created aircraft on a high-flying spinning ride and the Melman go-around; and • Shrek, which will be set in the land of the films and contain attractions such as the Great Shrek Adventure, a stylised dark ride that takes guest through a land evoking the films’ storybook prologues, and Swamp Slider, where guests surf on the mud bubbles of Shrek’s grassy swamp.

Smurfs Village This zone will present the Smurfs’ Village and contain a range of attractions aimed at families and younger guests. The attractions will include a Smurf Studio Tour ride which showcases a day in the life of the Smurfs’ own working movie studio, Smurf Village and Smurfberry Factory, which are both playground- based attractions, Smurf Village Playhouse, a theatre setting where guests and Smurfs can interact, and Village Express, a coaster ride through the village.

Sony Pictures Studios This zone will be an action-packed land which will contain a number of thrill rides as well as more family- oriented attractions, including: • Cloudy with a Chance of Meatballs: River Expedition, a whitewater raft boat ride where guests discover Flint Lockwood’s Food Animals, created by his food-creating invention, the FLDSMDFR;

65 • Flint’s Imagination Lab, a soft play area for younger guests featuring larger-than-life foam and inflatable food items ostensibly created by Flint and his FLDSMDFR machine; • The Green Hornet: High Speed Chase, a white-knuckle pursuit alongside the hero, The Green Hornet, in an outdoor rollercoaster; • Underworld: Descent 4D, a multi-sensory 4D theatre attraction which takes audiences on a cinematic thrill with the Vampire warrior, Selene; • Zombieland Blast Off, a drop tower amusement ride set in the post-Zombie Apocalypse of the hit horror-comedy Zombieland; • Ghostbusters: Battle for New York, an interactive shooter dark ride in which guests target ghosts which have overrun New York City; and • Hotel Transylvania, a light-hearted dark ride through the world’s only hotel for monsters.

Target demographic Our motiongate theme park is expected to attract families and visitors of all ages, both residents within the UAE and leisure tourists. Reflecting local climate conditions, 21 of the 27 attractions in motiongate will be indoor and air conditioned. motiongate is designed to provide a variety of enticing experiences for visitors of all ages through its architecture, choice of restaurants, retail offerings and wide array of rides, attractions and other entertainment offerings.

Operator We have entered into a management agreement with Parques Reunidos to manage our motiongate theme park. This agreement has a 10 year initial term, commencing from the opening date of the theme park, and its principal terms are summarised under ‘‘Material contracts—Operator contracts’’. According to its website, Parques Reunidos is an international Madrid-based entertainment operator that manages 54 theme and amusement parks, water parks, zoological and marine life parks around the world, primarily across Europe and the US.

Progress to date We have completed both the concept and schematic design phases for the motiongate theme park and detailed design work is in progress and is currently scheduled to be completed in April 2015. Our key design consultants are Riva Digital FZ LLC, part of RIVA GROUP, a Dubai- and Los Angeles-based company that brings together a consortium of theme park experts for individual projects and which is responsible for the concept, schematic and detailed design phases as well as show components and creative content, and Gensler and Associates International Ltd (Gensler), a US-based design consultant which is the lead design consultant for facility design (which includes structural, mechanical, electrical and plumbing, interior, acoustic, lighting and audio design elements). Construction work on the park, which is being undertaken by multiple international contracting firms, commenced in September 2014. The total budgeted capital cost for motiongate is AED 2.54 billion. As at 30 September 2014, we had awarded contracts in respect of AED 1.17 billion in capital expenditure towards the design and construction of motiongate, equal to 46.1 per cent. of the total budgeted capital cost. As at 30 September 2014, we had placed orders for 16 of the 19 rides to be located in the park. We have entered into IP licensing contracts with both DreamWorks and Sony Pictures relating to all of the movie themes that will feature in the motiongate theme park. See ‘‘Material contracts—Intellectual property agreements’’. Our main vendors for the motiongate attractions are ETF Machinefabriek B.V., Gerstlauer Amusement Rides GmbH, Mack Rides GmbH & Co KG (Mack Rides) and Simworx Limited (Simworx). See ‘‘Material contracts—Construction and consultancy agreements’’. Work has commenced on the motiongate park infrastructure.

66 LEGOLAND Dubai Introduction Our LEGOLAND Dubai theme park will be based on the standard LEGOLAND concept but adapted to reflect local climate conditions. It will be located on approximately 3.2 million square feet of land (with a footprint on construction of approximately 1.9 million square feet) and will have six themed areas containing 30 attractions and a separately ticketed LEGOLAND waterpark. We have contracted with Merlin Entertainments to operate LEGOLAND Dubai. The budgeted capital cost of constructing LEGOLAND Dubai is approximately AED 1.0 billion. We expect LEGOLAND Dubai to attract approximately 1.9 million visits (of which approximately 425 thousand visits are expected to be made to the waterpark, for which we expect to sell tickets separately) in its first full year of operations in 2017, growing to an expected 2.9 million visits (of which approximately 591 thousand visits are expected to be made to the waterpark) by 2021, with an estimated dwell time of around 6.5 hours. See ‘‘Financial projections’’.

Park design and key attractions LEGOLAND Dubai will be the seventh LEGOLAND park, joining existing offerings in Billund, Denmark; Windsor, England; Carlsbad, California; Gunzburg,¨ Germany; Winter Haven, Florida and Johor, Malaysia. LEGOLAND Dubai will feature over 15,000 LEGO model structures made from over 40 million LEGO bricks, along with 30 interactive rides, shows and other attractions. LEGOLAND Dubai will feature a separate LEGOLAND Waterpark that will be based on similar waterparks at other LEGOLAND destinations as well as six themed areas in the main park as follows:

LEGO City LEGO City will feature the famous LEGOLAND driving school, where children can obtain their own personalised driving license, a boating school, where visitors take the wheel of a battery powered boat and steer around waterways avoiding various obstacles, and a stunt show.

Adventure Adventure will cater to young explorers seeking an adventure. They will be able to battle their way through an ancient land in search of hidden treasures and experience an underwater adventure on a LEGO submarine ride.

LEGO Kingdom LEGO Kingdom includes: • Dragon Coaster, a ride to the top of the castle followed by a drop in a spiral motion above the moat. Riders will travel through the heights and depths of the castle, past animated LEGO models including a giant red dragon before exiting the building and flying through the treetops; and • for younger guests, a mini roller coaster.

Create The Create area will allow visitors to experience special effects, learn basic LEGO building and design techniques, participate in educational workshops and design and programme robots with LEGO MINDSTORMS. This area will also feature a 4D movie theatre, showcasing a number of LEGO 4D movies.

Factory Factory will feature a factory tour, only the second of its kind in a LEGOLAND. Visitors will be able to see how a LEGO brick is produced and learn about the manufacturing process. At the end of the visit, every visitor will receive a freshly moulded LEGO brick, as a memory of their visit to LEGOLAND Dubai. This area will also include a Big Shop, where visitors can buy LEGO themed toy sets, clothing, board games, videogames and general LEGO merchandise.

67 Miniland Miniland, which will be fully enclosed and air conditioned, will contain the greatest concentration of LEGO bricks in the park. Over 25 million pieces will be used to recreate scenes and famous landmarks from the GCC region and from around the world, all bustling with sounds, traffic, trains and boats.

Waterpark LEGOLAND Dubai will also feature a LEGOLAND Waterpark for which we intend to sell tickets separately. In common with other LEGOLAND waterparks, our waterpark will feature attractions designed to appeal to the same young family demographic as LEGOLAND Dubai. See ‘‘Target demographic’’ below. We expect the waterpark to include 10 attractions, but we have not included these in either the 30 stated LEGOLAND Dubai theme park attractions or the 73 stated total attractions for Dubai Parks and Resorts.

Target demographic Our LEGOLAND Dubai theme park is designed to attract principally families with children between the ages of 2 and 12 years old, both residents within the UAE and international leisure tourists to the country. Reflecting local climate conditions, 13 of the 30 attractions in LEGOLAND Dubai will be indoor and air conditioned. The target demographic for LEGOLAND Dubai does not demand expensive, large format ‘‘thrill’’ rides and, similarly to other LEGOLAND theme parks around the world, we expect that LEGOLAND Dubai will enjoy high repeat visitor numbers.

Operator We have entered into a management agreement with Merlin Entertainments, which also manages the other LEGOLAND attractions globally, to manage our LEGOLAND Dubai theme park. This agreement has a 25 year initial term, commencing from the opening of the theme park, and gives us the right to use the LEGO, LEGOLAND and associated brands throughout the theme park. The principal terms of the agreement are summarised under ‘‘Material contracts—Operator contracts’’ Merlin Entertainments, which was formed in 1999, is Europe’s leading and the world’s second largest visitor attraction operator. Merlin Entertainments runs over 100 attractions in 23 countries across four continents, which attracted 59.8 million visitors in 2013.

Progress to date We have completed all of the design phases for LEGOLAND Dubai. Construction work in the park, which is being led by Belhasa Six Construct—Orascom Construction Industries Joint Venture, a joint venture between Besix Group and Orascom Construction Industries, commenced in April 2014 and is currently scheduled to be complete in the second quarter of 2016. Our key consultants are Forrec Ltd. (Forrec), a planning and design firm that that specialises in the creation of entertainment and leisure environments worldwide and which is the lead design consultancy, and Kling Consult GmbH, which is responsible for construction supervision. In addition, Whitewater West Industries Ltd is principally responsible for the waterpark concept and schematic design. Our main vendors for the LEGOLAND Dubai attractions are Mack Rides, Zierer Karussel- und Spezialmaschinenbau GmbH, SB International AB, Sunkid-Heege GmbH and Metalbau Emmein GmbK & Co. KG. See ‘‘Material contracts—Construction and consultancy agreements’’. The total budgeted capital cost for LEGOLAND Dubai is AED 1.03 billion. As at 30 September 2014, we had awarded contracts in respect of AED 493 million in capital expenditure towards the design and construction of LEGOLAND Dubai, equal to 47.8 per cent. of the total budgeted capital cost. As at 30 September 2014, we had placed orders for 14 of the 16 rides to be located in the park. Work is also substantially complete on the LEGOLAND Dubai park infrastructure.

Bollywood Parks Introduction Our Bollywood Parks theme park is based on the rich film heritage of Bollywood, India’s mainstream Hindi-language film industry. It will be located on approximately 2.1 million square feet of land (with a

68 footprint on construction of approximately 1.7 million square feet) and will have five themed zones containing 16 attractions and the Rajmahal theatre. It will be themed around major Bollywood films, including Rock On!!, Don, Dabangg, Lagaan, Sholay, Zindagi Na Milegi Dobara, Krrish, Ra One and Mughal-e-Azam. The operator of the theme park will be Parques Reunidos. The budgeted capital cost of constructing Bollywood Parks is approximately AED 1.4 billion. We expect the Bollywood Parks theme park to attract approximately 1.7 million visits (of which approximately 202 thousand visits are expected to be made to the Rajmahal theatre, for which we expect to sell tickets separately) in its first full year of operations in 2017, growing to an estimated 2.6 million visits (of which approximately 264 thousand visits are expected to be made to the Rajmahal theatre) by 2021, with an estimated dwell time of around 5.5 hours. See ‘‘Financial projections’’.

Themed zones and key attractions Visitors to Bollywood Parks will enter onto Bollywood Boulevard, the first themed zone, which will feature a mix of cafes, food and beverage carts, retail outlets and entertainment. The key attraction in Bollywood Boulevard will be the Rock On!! restaurant and lounge which will present live shows celebrating the film’s band, Magik, and their music. The restaurant will offer international cuisine and, in the evening, Rock On!! will transform into a nightclub, catering to park guests, partygoers and socialites. From Bollywood Boulevard, visitors will be able to access each of the four other zones that make up Bollywood Parks.

Mumbai Chowk Mumbai Chowk will celebrate Mumbai, the financial capital of India and the birthplace of Bollywood. The key attraction in Mumbai Chowk will be Don The Chase, a 3D ride with Don himself on a chase through the streets of Dubai. This immersive media tunnel will propel guests into a world of Interpol agents tasked with tracking down the elusive Don.

Rustic Ravine Rustic Ravine will seek to bring the spirit of the Indian countryside to life in a picturesque setting of rock structures and village huts. There will be three key attractions in Rustic Ravine: • Dabangg, a live stunt show which involves the entire audience being taken hostage and features vehicles, explosions, martial arts, free running and wire work in a manner that highlights the particular brand of action popularised in the film; • Lagaan, which transports guests to the rural India of the 1890s and features food and beverage carts, carnival games and children’s fun rides. The main attraction is a simulator; and • Sholay, an interactive 3D shooter attraction in which guests will be recruited to help track down the bandit Gabbar Singh from the classic Bollywood film Sholay.

Bollywood Film Studios and Hall of Heroes Bollywood Film Studios and Hall of Heroes will combine to form a single zone. Bollywood Film Studios will provide guests with a glimpse into the behind the camera work that goes into creating Bollywood’s top films, including demonstrations of cinematic techniques and the chance to be included in some of the most memorable Bollywood scenes. The key attraction will be Zindagi Na Milegi Dobara, a 30 minute, family- friendly, multi-stage audience participation show, where guests go behind the scenes of this Bollywood blockbuster. Hall of Heroes will be Bollywood Parks’ only completely indoor zone and is home to an array of high-tech thrill attractions that celebrate Bollywood’s blockbuster superhero and sci-fi epics. The key attractions are: • Krrish, in which guests enjoy an aerial tour of some of India’s most beautiful sights, accompanied by one of Bollywood’s most famous superheroes, KRRISH. This attraction combines live-action footage, visual effects and a motion-based simulated flight experience; and • Ra One, which is set in the aftermath of the epic events of the film. This multi-sensory 4D theatre attraction takes the audience on an adventure into the heart of the digital world.

69 Royal Plaza Royal Plaza will highlight the beauty and wonder of Indian culture and architecture which have been celebrated in Bollywood films since the industry began making movies over 100 years ago. The key attractions will be: • the Rajmahal Theatre, which is the park’s main icon and visual landmark. The theatre will host a full scale Broadway style, Bollywood themed musical every evening as well as other events to be organised separately; and • Mughal-e-Azam, a five-star restaurant which will serve a variety of Mughlai delicacies in a venue inspired by the historic architecture of India’s Amber Fort.

Entertainment programme In addition to its 16 attractions, Bollywood Parks will have a site-wide live entertainment programme designed to keep guests engaged throughout their stay. The programme will combine dance performances, character interactions and street theatre. Outdoor stages, which will be located close to food and beverage areas, will host a progression of Bollywood-centric variety shows and musical performances throughout the day. In addition, guests may encounter one of several dance troupes, find themselves on a ‘‘Hot Set’’ as a film crew sets up a shot for their movie or be in the middle of a musical casting call for the next Bollywood spectacular. The park also has a dedicated events space that could be used for celebration of the varied Indian festivals and various corporate and social events.

Target demographic Bollywood Parks is expected to attract families and visitors of all ages, both residents within the UAE and leisure tourists, particularly those from the MENA region and the Indian subcontinent. Reflecting local climate conditions, 11 of the 16 attractions in Bollywood Parks will be indoor and air conditioned. Bollywood Parks is designed to provide a variety of enticing experiences for visitors of all ages through its architecture, choice of restaurants, retail offerings and wide array of rides, attractions, shows and dances inspired by Bollywood films. We believe that Bollywood Parks will create a completely new identity for theme parks, offering its visitors a diverse and extraordinary guest experience at a world-class destination.

Operator We have entered into a management agreement with Parques Reunidos to manage our Bollywood Parks theme park. This agreement has a three year initial term, commencing from the opening date of the theme park and its principal terms are summarised under ‘‘Material contracts—Operator contracts’’.

Progress to date We have completed both the concept and schematic design phases for the Bollywood Parks theme park and detailed design work is virtually complete. Our key design consultants are RIVA GROUP companies and Kling Consult International, a German design and engineering consultancy, which are responsible for all design phases. Theatre Projects Consulting, a theatre design group with its registered office in England, is responsible for the concept design of the Bollywood theatre. Infrastructure construction work in the park is being undertaken by ARCO General Contracting (ARCO) and commenced in September 2014. In addition, significant progress has been made on the construction of the Bollywood theatre where ARCO is also the main contractor. All park construction is currently scheduled to be complete in the second quarter of 2016. We have entered into IP licensing contracts relating to all of the movies that will feature in the Bollywood Parks theme park. See ‘‘Material contracts—Intellectual property agreements’’. Our main vendors for the Bollywood Parks attractions are Dynamic Attractions Ltd, Holovis International Ltd, Simworx, Simuline Inc and Triotech Amusement Inc. The total budgeted capital cost for Bollywood Parks is approximately AED 1.35 billion. As at 30 September 2014, we had awarded contracts in respect of AED 640 million in capital expenditure towards the design and construction of Bollywood Parks, equal to 47.4 per cent. of the total budgeted capital cost. As at 30 September 2014, we had placed orders for all of the seven rides to be located in the park.

70 Hotel Lapita Set on an artificial lagoon, our Hotel Lapita will be a four star resort hotel with 500 rooms and three villas and will form part of the Autograph Collection by Marriott when completed. The hotel will be located on a land area of approximately 900,000 square feet and, in addition to the three villas, will comprise a main building with 100 rooms and eight separate clusters, each containing 50 rooms. We have entered into a hotel operator agreement with Luxury Hotels International Lodging Ltd., a Marriott Corporation company, to manage our Hotel Lapita. This agreement has a 20-year initial term and its principal terms are summarised under ‘‘Material contracts—Operator contracts’’. Hotel Lapita will feature Polynesian resort themed architecture and landscaping. An all day dining restaurant, a speciality restaurant and a rooftop bar will cater to guests and the hotel will also feature a spa, kids club, gym, business centre and other amenities. We have completed the design work for our Hotel Lapita, which was led by RTKL—UK Ltd. (RTKL). Construction work on the hotel, led by ARCO, commenced in June 2014 and is currently scheduled to be complete in the second quarter of 2016. The total budgeted capital cost for Hotel Lapita is approximately AED 660 million. As at 30 September 2014, we had awarded contracts in respect of AED 332 million in capital expenditure towards the design and construction of Hotel Lapita, equal to 50.3 per cent. of the total budgeted capital cost. Work is substantially complete on the hotel infrastructure.

Riverpark Introduction Our Riverpark destination will be a retail, dining and entertainment area with approximately 220,000 square feet of gross leasable area and directly connected to the main entrance, all three theme parks and the resort hotel. The concept is similar to the Universal CityWalk entertainment and retail district associated with Universal Studios in California and Downtown Disney at Walt Disney World in Florida and at Disneyland in California. Riverpark, which has a total area of 3.6 million square feet (of which approximately 1.2 million is expected to be used for parking by the Company), will be accessible as a destination in its own right and, based on the experience at the Universal CityWalk and Downtown Disney concepts, we expect it to attract significant footfall from the resident population as well as from visitors to the theme parks. Our target market for Riverpark includes our theme park and hotel guests, UAE residents, corporate parties and the meetings, incentives, conference and events (MICE) tourism market. Once completed, it is expected that Riverpark will comprise approximately 39 food and beverage and approximately 15 retail and entertainment outlets, with a gross leasable area of approximately 220,000 square feet. We intend to lease these outlets, although we may elect to operate one or more outlets ourselves.

Themed zones Riverpark will be themed as a journey through time and will feature four zones: • French village, which will be based around a medieval town square surrounded by buildings that reflect the middle of Europe in the late 1600s. These buildings will house shops, street cafes´ and casual dining, all fronting onto a cobblestone town square; • Board Walk, which will also be the gateway to both the motiongate and LEGOLAND Dubai theme parks, will front onto the river and feature a range of live entertainment. Layering, super-scaled neon signage, towering structures and palm trees will aim to recreate the excitement of Los Angeles and Las Vegas in the 1950s to establish the character of this urban waterfront district promenade, setting the stage for terrace dinning along the waterfront; • India Gate, which will also be the formal gateway connecting the river to the entrance of Bollywood Parks. Inspired by the 1929 viceroy’s house in New Delhi, designed by Edwin Lutyens, the sweeping colonnades of India Gate frame a large urban piazza leading to the theme park. India Gate will feature live Indian entertainment as well as a range of retail and dining options; and • The Peninsula, which will be located at the heart of Riverpark on a higher land mass and surrounded by the river on three sides. A large piazza and adjoining park will serve as Riverpark’s largest outdoor

71 music venue and will be surrounded by casual dining pavilions based on a European Exposition from the late 19th century. The Peninsula will also connect the various districts by pedestrian bridges and will have its own tram stop linking it to the wider Dubai Parks and Resorts.

Progress to date We have completed the design work for Riverpark, which was led by RTKL. Construction work, led by ARCO, commenced in July 2014 and is currently scheduled to be complete in the first quarter of 2016. The total budgeted capital cost for Riverpark is approximately AED 201 million. As at 30 September 2014, we had awarded contracts in respect of AED 117 million in capital expenditure towards the design and construction of Riverpark, equal to 58.2 per cent. of the total budgeted capital. Work is substantially progressed on the Riverpark infrastructure.

DEVELOPMENT PROCESS Construction has commenced on all five areas of the Project. We believe that we have put together a strong team of leading international consultants to help deliver the Project. This team is led by Samsung C&T, who are responsible for programme management (essentially ensuring that all distinct Project phases (other than the attractions) are managed in accordance with the agreed timetable and budget), and Hill International, who are responsible for technical management (essentially managing the design, construction and installation of the attractions in accordance with the agreed timetable and budget). Together, the Samsung C&T and Hill International teams, comprise around 200 people, around 60 per cent. of whom have prior theme park experience. Samsung C&T is an engineering, procurement and construction contractor established in 1938 and specialises in construction programme management based on high levels of quality assurance. Samsung C&T has worked on high-profile developments and built some of the world’s tallest skyscrapers, including the Burj Khalifa in Dubai, Petronas Twin Towers in Kuala Lumpur and the Taipei 101. Hill International is a global construction consulting firm established in 1976 and has advised on high-profile projects, including the Panama Canal expansion project and the Palm Jumeirah in Dubai. We believe that we have established a rigorous cost control process, with clearly identified lines of responsibility and defined response times for our cost consultants, Cumming Construction Management (Cumming). Cumming is an international project and cost consulting firm, established in 1996, experienced in cost budgeting and cost management throughout large construction projects. We have defined contract tendering and award processes involving both the Samsung C&T project management team and Cumming and have also established variations control procedures designed to ensure that variations from initially agreed contractual parameters are efficiently managed and controlled. As additional security against escalating cost and in line with typical industry practice, our budget includes a contingency fund. We require a bank guarantee from our contractors in respect of all advance payments made by us to them. Typically we make advance payments upon execution of the contract for approximately 10 to 15 per cent. of the total contract amount and we aim to recover between 10 and 20 per cent. of the advance payment in each interim payment subsequently made. We also retain between 5 and 10 per cent. of each interim payment until certain criteria have been fulfilled. In most cases, half of the retention will be released when the taking-over certificate, which is a document issued by the contractor confirming that the project has been completed, is issued and accepted by us and the balance will be released when the defects liability period is over. We also require performance security from our contractors in the form of an unconditional bank guarantee in an amount equal to 10 per cent. of the contract sum. This guarantee must remain valid until the end of the defects liability period. All of our contractors must have or obtain appropriate insurance, see ‘‘Insurance’’ below. Although major construction projects such as the Project involve a high level of risk, we have sought to mitigate that risk through: • the appointment of highly qualified and experienced project managers with proven track records and effective management of the design process, including thorough reviews at all key stages;

72 • a procurement process that involves competitive tendering, typically on a fixed price basis, for all contractors; • involving our theme park and hotel operators at all stages of the design and construction process; • cost control and delay management strategies, including contingency plans and funds; • purchasing standardised and tested show and ride technologies from leading vendors who are responsible for supervising the installation; • requiring our ride vendors to obtain safety certifications from an independent safety management firm, TUV¨ Sud,¨ prior to the delivery and installation of the rides; • implementing robust training, safety, monitoring and maintenance procedures; and • maintaining a detailed and regularly updated risk register. We also intend to instruct TUV¨ Sud¨ to certify the safe installation of all rides once installed, and to certify each of the rides on an annual basis, although we have not yet entered into any contractual arrangements with TUV¨ Sud¨ to this effect.

PROJECT COSTS AND FUNDING Project costs Our total anticipated costs for completing the Project is AED 10.5 billion, of which AED 8.7 billion is construction capital expenditure and pre-opening expenditure. The table below shows our historical capital expenditure to 31 August 2014 and our budgeted capital expenditure split between key aspects of the Project.

Four To months to 31 August 31 December 2014 2014 2015 2016 2017(1) Total (AED million) motiongate ...... 285 66 682 1,382 124 2,539 LEGOLAND Dubai ...... 121 45 397 437 34 1,034 Bollywood Parks ...... 138 6 474 678 56 1,351 Hotel Lapita ...... 30 51 204 344 31 660 Riverpark ...... 18 31 84 61 7 201 Infrastructure(2) ...... 265 269 1,201 1,002 131 2,868 Land(3) ...... — 896 ——— 896 Other(4) ...... 24 76 596 291 — 987 Total ...... 881(5) 1,440 3,638 4,195 382 10,536

Notes: (1) Although the Project is expected to be complete before the end of the third quarter of 2016, we expect to incur expenditures in 2017 as a result of certain retention payments that are not expected to be paid until then. In addition, the timing of our expenditures is likely to differ from the budget presented above as payments in 2017 are expected to also include payments from 2016. (2) Infrastructure includes central project management costs, which principally relate to the costs of consultants employed in connection with the Project, and Destination Management expenditures, which principally relate to launch events and technology costs to be incurred in connection with ticketing and other systems. (3) The land transfers were completed in October 2014. See ‘‘Recent developments’’ above. (4) Other includes capitalised interest and other debt-related expenditures and corporate expenditures. (5) See ‘‘Funding’’ below. As at 30 September 2014, contracts in respect of AED 4.62 billion, or 53.4 per cent., of the total anticipated Project construction capital expenditure of AED 8.7 billion had been awarded. You should be aware, however, that we cannot be certain that the amounts discussed above will be the actual amounts of capital expenditure that may be incurred in each period. The timing and amount of our capital expenditure will be highly dependent on market conditions, the progress of the Project and a range of other factors that will be outside our control. See, for example, ‘‘Risk factors—Risk factors relating to the Project and our future business—The Project involves the development of three theme parks and two related

73 facilities over a remaining period that is expected to be two years and, as a result, we are exposed to significant development and construction risks’’.

Funding To date we have funded all of our incurred capital expenditure using the equity which our founder has injected. On 9 November 2014, we entered into the Committed Facility in the amount of U.S.$1.15 billion (AED 4.2 billion) with a syndicate of banks. See ‘‘Material contracts—Committed Facility’’. In addition, we expect to raise approximately AED 2.5 billion in net proceeds from the Offering and our founder has committed approximately a further AED 2.0 billion in cash contributions, in addition to its land contribution. The founder also agreed to fund certain expenses that were carried as liabilities on our balance sheet and waived the oustanding balance in the period to 31 August 2014, in consideration for share capital as a contribution in kind. The cash contributions, land contribution and payment on our behalf of incurred liabilities that have been or will be converted to equity will give our founder a total equity contribution of approximately AED 3.8 billion. In the absence of unforeseen circumstances, we believe that these amounts should be sufficient to meet our budgeted capital expenditure but we cannot be sure that this will be the case. In the Committed Facility, the Parent Guarantors have guaranteed the construction risk of the Project to the lenders. In particular, each of the Parent Guarantors has agreed that if certain Project milestones are not reached they will provide further equity to us to enable completion of the Project. See ‘‘Material contracts—Committed Facility’’ under the heading ‘‘Construction risk guarantee and release of Parent Guarantors’’. The table below shows the estimated sources and uses of the funds necessary to fulfil our capital expenditure plans.

Sources of funds (AED million) Uses of funds (AED million) Debt...... 4,214 Construction cost ...... 5,785 Equity ...... 6,322 Infrastructure cost ...... 2,868 of which: Land acquisition cost(1) ...... 896 Land contributed by founder .... 896 Other(2) ...... 987 Expenses incurred prior to 31 August 2014(3) ...... 881 Founder cash contribution(4) .... 2,016 Target proceeds of the Offering . . 2,529 Total sources ...... 10,536 Total uses ...... 10,536

Notes: (1) See ‘‘Land bank’’ below and ‘‘Presentation of financial and other information—Land valuation’’. (2) Other comprises capitalised interest and other debt related expenditures and corporate expenditures. (3) As of 31 August 2014, AED 881 million in Project costs and accruals had been incurred by our founder on behalf of the Company. Of such amount, as of 31 August 2014, our founder had made cash payments of AED 686 million (see ‘‘Related Party Transactions—Related Party Transactions prior to 31 August 2014—Project Costs Incurred’’) and agreed to pay the balance of AED 195 million before the closing of the Offering by way of additional cash contributions to us or payments on our behalf of incurred expenses (see ‘‘Related Party Transactions—Related Party Transactions after 31 August 2014—Project Costs Incurred’’). (4) On or before the Closing Date, our founder will provide AED 2,016 million in cash to the Company in consideration for the issuance of new Ordinary Shares with a par value of AED 2,016 million. See ‘‘Financial projections—Company commentary on certain projected financial statement numbers’’ for a reconciliation of the total Project cost of AED 10.5 billion to our projected statement of financial position at 31 December 2016 and our projected cash flow statement for the year ending 31 December 2016.

Capital structure policy We intend to maintain a modest leverage structure, under which our total indebtedness to the expected Project total capital cost of AED 10.5 billion is expected to remain at a prudent level and not expected to exceed 50 per cent. during the Project. We and our Board expect to review our leverage policy periodically.

74 LAND BANK The table below shows the area and DLD valuation of the land on which Dubai Parks and Resorts is being constructed.

DLD Project Total land area Initial footprint(1) valuation (square feet) (AED million) motiongate (owned) ...... 4,031,314 1,906,388 272 LEGOLAND Dubai (owned) ...... 3,166,314 1,853,115 207 Bollywood Parks (owned) ...... 2,124,577 1,732,491 133 Hotel Lapita (owned) ...... 929,912 929,912 104 Riverpark (leased) ...... 3,595,900 2,353,302(2) 180(3) Other (owned)(4) ...... 2,154,905 —— Other (easements) ...... 9,086,217 ——(5) Total ...... 25,089,139 8,775,208 896

Notes: (1) Only relevant to theme parks, each of which incorporates land purchased at pre-development prices for potential future expansion. (2) River Park LLC will lease approximately 2.35 million square feet. The Company will lease the remaining approximately 1.24 million square feet and is expected to use the area for parking. (3) A value is provided for leased land reflecting the fact that the lease has a 50 year term and is automatically renewed for an additional 49 years on each expiration at no additional cost. (4) Comprises land to be used for back of house functions as well as certain other land used for utilities and public transport facilities. No additional value was attributed to this land as it is not expected to be revenue generating. (5) Comprises land that will principally be used for access roads and parking. No value is provided for this land as we have no ownership interest in it. For more information on the land valuation and DLD methodology, see ‘‘Presentation of financial and other information—Land valuation’’. Approximately 12.4 million square feet, comprising the land on which the three theme parks and Hotel Lapita are located as well as some of the common areas, is owned by us. The approximately 3.6 million square feet on which Riverpark is located is leased by us from our founder for a single up front lease payment equal to the value of the land as assessed by DLD. The majority of the common area owned by us will be used for back of house functions. In addition to the 25.0 million square feet of Project land, we also have a 10-year lease in respect of approximately 6.5 million square feet of additional land which can also be used for parking pending the possible future development of multi-story parking facilities on land that we lease. See ‘‘Strategy’’ for a discussion of possible uses of the remaining land surrounding Dubai Parks and Resorts which is currently owned by our founder.

MARKETING STRATEGY Destination management We have established Destination Management which we expect will manage a front-facing sales, marketing, packaging and sponsorship team designed to enhance revenue by marketing Dubai Parks and Resorts as a theme park destination. We have entered into a memorandum of understanding with Emirates to explore mutually beneficial operational and promotional initiatives. We currently expect Destination Management to operate in four core areas:

Dynamic packaging This will involve creating multi-asset packages such as multiple theme park entry tickets and combined hotel/theme park packages. The dynamic packaging team will seek also to bundle park entry tickets with third parties such as hotels and will aim to build VIP and other specialised packages. The principal aim for the dynamic packaging team will be to enhance yield and revenue management at a destination level.

75 Destination marketing The destination marketing team will lead travel and trade show marketing efforts, including, for example, attending the World Trade Travel Market in London in November 2014 and the Arabian Travel Market in Dubai in May 2015 and will also manage our relationships with the Dubai government bodies who market the emirate as a tourist destination. The team will also co-ordinate annual plans at an individual asset level for local, international and event marketing and seek to maximise cross-asset marketing campaigns. The destination marketing team will also co-ordinate with each of the theme parks in relation to their pricing and will approve any discounts proposed by individual parks.

Distribution coordination We expect that our principal distribution channels will comprise tour operators (particularly for the tourist market) as well as online sales (which we expect will be the principal channel for the local market). Our attendance at travel and trade shows is a key part of our strategy to build up a strong distribution network for international visitors to Dubai Parks and Resorts. Our distribution coordination team will manage all online and call centre sales as well as our wider network of distributors. It will also be responsible for cross- asset VIP sales and all customer support activities.

Cross-asset sponsorship Whilst our operators will principally be responsible for individual asset sponsorship programmes at their respective parks, our cross-asset sponsorship team will initiate and secure cross-asset sponsorships as well as retail, dining and entertainment sponsorships. It will also coordinate asset level sponsorship initiatives to ensure that these are consistent with the overall destination strategy.

Marketing plans We commenced our Dubai Parks and Resorts awareness marketing efforts in September 2014 when we unveiled the blueprint for the three theme parks, Riverpark and Hotel Lapita and announced their expected completion in 2016. We have since built on this by establishing a parks website and we are progressively introducing the key partners, operators and brands involved. We also intend to start building credibility with our future distributors by attending travel shows and other relevant industry events. During 2015 and up to the park opening in 2016, we expect to focus increasingly on building public awareness (both locally and in Dubai’s principal source markets for tourists) by regularly releasing stories around key construction milestones, organising media site visits, establishing a social media presence, signing up sponsors, initiating market specific campaigns to attract visitors, and ultimately creating and starting to sell packages.

ENVIRONMENTAL AND HEALTH AND SAFETY REGULATION We are committed to full compliance with all applicable environmental and health and safety performance standards and requirements, both during the construction of the Project and once the theme parks are fully operational.

Environmental regulation The UAE Ministry of Environment and Water (MEW) is the body responsible for environmental conservation in the UAE. The environmental aspects of development projects are regulated at both the federal and local emirate level. The federal legislation aims to protect and conserve the quality and balance of the environment through the control of pollution, the sustainable development of natural resources and the conservation of biological diversity and also addresses certain aspects of major development projects, including impact assessments, environmental monitoring, ground water resources, air quality, permissible noise levels and liability and compensation issues for environmental damage. In addition, Dubai laws regulate noise levels, waste discharges and other pollutants and provide additional regulations designed to protect ground water resources. Halcrow International Partnership has, on our behalf and as required by applicable regulations, undertaken a full environmental impact assessment for the Project which has been approved by the appropriate regulatory bodies.

76 Health and safety regulation Construction phase We have prepared a comprehensive health, safety and environment plan for each of the major aspects of the Project (for example, the Rajmahal theatre forms a separate aspect within the Bollywood Parks aspect of the Project). Each of these plans is a live working document which is expected to evolve and develop throughout the life of the relevant aspect of the Project to which it relates and has been prepared to describe how the relevant works will be safely managed and controlled. Each plan clearly identifies the requirements of all relevant parties to protect the health, safety and welfare of all personnel engaged on the relevant aspect of the Project and others who may be affected by the operations of the relevant project team. We expect that each plan will be independently reviewed and evaluated at regular intervals not exceeding six months or as otherwise deemed necessary to ensure its effectiveness.

Theme park safety strategy We intend to develop a comprehensive health and safety strategy for Dubai Parks and Resorts that is in line with the high standards observed by major international theme park industry leaders. In particular, we intend to formulate a strategy that ensures full compliance with all applicable regulations, all manufacturer recommendations and all requirements of our operators. We anticipate that there will be daily safety inspections of all rides and periodic safety inspections of other facilities.

INSURANCE We manage our construction risks by requiring all of our contractors to obtain and maintain comprehensive insurance, including: • contractor’s all risk insurance (representing 115 per cent. of the contract sum); • contractor’s plant and machinery insurance; • workers compensation insurance; • public and third party liability insurance; • professional indemnity insurance; and • where relevant, marine cargo insurance. We approve the indemnity level of these insurances. We require waiver of subrogation, where applicable, and the inclusion of a principal’s interest clause to ensure that we are notified of any cancellation or material modification of the cover. We validate all certificates of insurance and, when required, insurance policies both at inception and at each renewal. Prior to the theme parks becoming operational, we intend to adopt insurance coverage that is in accordance with industry standards, including the terms of and the coverage provided by such insurance. In particular, we expect to obtain public and third party liability insurance to match normal industry levels, to obtain comprehensive property insurance in respect of the new assets delivered under the Project and to obtain terrorism insurance as required by applicable UAE law. We expect to use the services of reputable international insurance brokers for advising on relevant insurance matters. Our insurance policies may not cover all losses that we incur in the future, see ‘‘Risk factors—Risk factors relating to the Project and our future business—We may not have adequate insurance’’.

EMPLOYEES We currently have approximately 72 employees and rely on our founder for the provision of certain services to us, including IT, finance and accounting, internal audit, human resources, insurance and legal services. See ‘‘Material contracts—Services agreement’’. We anticipate that we will need to increase our employee numbers significantly in the period before the theme parks become operational. In particular, we will need to recruit and train approximately 3,000 front line staff, including those necessary to operate rides, perform in shows, manage retail and food and beverage outlets in our theme parks and operate our hotel. Most of this recruitment and training is expected to take place during the six month period prior to the opening of Dubai Parks and Resorts. We also expect to recruit a number of staff on short-term employment contracts to manage periods of higher demand.

77 We believe that attracting, motivating and retaining employees of the right calibre is vital to our future success. We intend to implement a performance development programme, such as a competency-based performance review system used to identify career aspirations and development needs, with company-wide grading to allow employees to plan their careers and provide a clear reward structure. We will seek to consistently improve visitor service levels. We intend to develop standard operating procedures that will apply across our parks and attractions to ensure that visitors receive a high level of care, and training in relation to these procedures will be conducted regularly. Health and safety matters will also form a key part of induction of all staff, and additional training will be provided to staff who are either operating rides or handling food and beverage sales before they are allowed to work in these areas.

INTELLECTUAL PROPERTY Our principal intellectual property rights are the various brand names and logos associated with our business, including Dubai Parks and Resorts, motiongate, Bollywood Parks, Lapita and Riverpark. We have sought to protect these brands by registering them in the GCC. In addition, we have licensed the right to use a range of brand names and logos in our theme parks and we pay a range of royalties and other fees in connection with these licenses. See ‘‘Material contracts—Intellectual property agreements’’.

IT IT is important to our business and will be increasingly so once Dubai Parks and Resorts becomes operational. We currently focus, and intend to continue to do so, on providing reliable and available information and systems to our counterparties and employees in a secure environment. We continuously assess our operational needs and aim to develop and implement new IT systems to meet them, with the primary aim of delivering efficient and cost-effective systems. In particular, we are analysing how our IT systems can better support operational efficiencies and analytics to assist our management in their decision making. We are also looking (i) to standardise systems across Dubai Parks and Resorts so that we can limit the amount of customisation required and (ii) at using IT to animate queuing so that visitors can have an augmented experience while at the theme parks. We carry out daily and other periodic data back-ups which are stored at a remote location. We intend to implement a disaster and recovery site on remote premises that can be activated when required, to ensure that critical systems and data continue to be fully operational. We also intend to carry out annual intrusion tests on our IT network with the assistance of an external vendor.

78 MANAGEMENT MANAGEMENT STRUCTURE The chart below illustrates our management structure.

Nomination and Audit Committee Board of Directors Remuneration Committee

Functional Reporting Company Secretary

Administrative Reporting Chief Executive Officer Internal Audit Raed Al Nuaimi

Director – Governance, Technical Adviser to Risk & Compliance CEO Muhammad Shoaib Mohamed Newera Suleman

Chief Destination Chief Projects Chief Technical Chief Parks Chief Retail & Chief Financial & Chief Business Management Officer Officer Operating Officer Hospitality Officer Investment Officer Support Officer Officer Paul La France Matthew Priddy Stanford Pinto To be appointed Sandesh Pandhare To be appointed Vinit Dinesh Shah

Infrastructure Rides management Sales Retail, dining and Finance Human resources Project management Animation/ media Marketing Senior Director, entertainment operations Investment Administration Construction Show production CRM Theme Park Hotel operations Treasury Facility maintenance Design management Creative Contact centre Operations Strategy Information technology Technical services Loyalty programmes, Brian Machamer Business development Business excellence Procurement and contracts Public relations Investors relations Sponsorship Cost control Event management Revenue operations Park operations 5NOV201411521892

BOARD OF DIRECTORS The principal duties of the Board are to provide the Company’s strategic leadership, to determine the fundamental management policies of the Company and oversee the performance of the Company’s business. The Board is the principal decision making body for all matters that are significant to the Company, whether in terms of their strategic, financial or reputational implications. The Board has final authority to decide on all issues save for those which are specifically reserved to the General Meeting of shareholders by law or by the Company’s Articles of Association. The key responsibilities of the Board include: • determining the Company’s strategy, budget and structure; • approving the fundamental policies of the Company; • implementing and overseeing appropriate financial reporting procedures, risk management policies and other internal and financial controls; • proposing the issuance of new ordinary shares and any restructuring of the Company; • appointing executive management; • determining the remuneration policies of the Company and ensuring the independence of Directors and that potential conflicts of interest are managed; and • calling shareholder meetings and ensuring appropriate communication with shareholders. Members of the Board are appointed by the shareholders for three-year terms. Board members may serve any number of consecutive terms.

79 We expect that the Board will consist of the six members listed below from the date of Admission.

Year of Name birth Nationality Position H.E. Abdulla Al Habbai ...... 1964 UAE Chairman, Non-executive Director Raed Al Nuaimi ...... 1979 UAE Executive Director and CEO Fahad Kazim ...... 1981 UAE Non-executive Director Abdul Wahab Al-Halabi ...... 1974 UAE Non-executive Director Dennis Gilbert ...... 1951 US Independent Non-executive Director Steven D Shaiken ...... 1947 US Independent Non-executive Director All members of the Board will be formally appointed at the constitutive general assembly of the Company (the Constitutive General Assembly) which will be held shortly after the date of this Offering Memorandum. The business address of each of the Directors is P.O. Box 123311, Dubai UAE. We are also in the process of appointing a third independent director with public market experience and expect that this appointment will be made before 31 March 2015. The management expertise and experience of each of the Directors is set out below:

H.E. Abdulla Al Habbai—Chairman, Non-executive Director His Excellency Abdulla Al Habbai is the Group Chairman of Meraas Holding. H.E. Al Habbai is also Chief Executive Officer of the Engineer’s Office, a post he has held since 2005. H.E. Al Habbai has more than 20 years’ experience in the property and real estate sector, including a 16-year association with Dubai Municipality where he was responsible for overseeing and translating the Emirate’s vision for urban planning. In addition to his capacities at Meraas Holding and the Engineer’s Office, H.E. Al Habbai is also the Chairman of Meraas Investments, as well as the Industrial and Investment Lands Committee, and Zabeel Investments. He is a board member of several leading private and Government entities in Dubai, including Noor Bank, Sheikh Mohammed Bin Rashid Housing Program, Dubai International Humanitarian City and the Dubai Real Estate Corporation. H.E. Al Habbai additionally serves as the Deputy Chairman of Deira Investment Company. H.E. Al Habbai holds a master’s degree in Cadastral and Land Information Management from the University of East London, United Kingdom.

Raed Al Nuaimi—Executive Director and Chief Executive Officer Raed Al Nuaimi is the Company’s CEO. He is responsible for providing strategic vision, planning and operational leadership to ensure the development and subsequent operation of Dubai Parks and Resorts. Mr. Al Nuaimi was previously the Chief Leisure and Entertainment Officer at Meraas Holding. During this tenure, he helped develop new strategies and identify opportunities for the company in the leisure and entertainment field. Prior to joining Meraas Holding, Mr. Al Nuaimi held senior management roles over a 10-year period with Tatweer, Dubailand, and Dubai Properties Group. During this time, Mr. Al Nuaimi gained extensive international theme park market intelligence. A former member of the UAE Naval Forces, Mr. Al Nuaimi holds a bachelor’s degree in Business Administration from Ashford University, UK. He is a member of the Chartered Institute of Personnel and Development.

Fahad Kazim—Non-executive Director Fahad Kazim is the Chief Commercial Officer at Meraas Holding where is responsible for the business development and asset management functions of the company’s real estate portfolio. He also oversees Meraas Holding’s retail interests, including its recently launched Food & Beverage division. Mr. Kazim was seconded for a period of two years to Bright Start LLC, a holding company with interests in real estate and investments, as its Chief Investment Officer. During his secondment, Mr. Kazim helped

80 formalise the company’s overall investment strategy and oversaw its developments in the real estate sector, including a Four Seasons Hotel and a mixed use development in Dubai. Prior to joining Meraas Holding, Mr. Kazim worked with PricewaterhouseCoopers as part of the Transaction Services team, focusing on financial due diligence and valuation assignments and advising clients on buy/sell transactions in the real estate sector with a focus on the hospitality and retail industries. He was also involved in significant assignments, including the establishment of one of the largest real estate development companies in the Kingdom of Saudi Arabia. In an earlier role, Mr. Kazim was a member of the audit practice at PricewaterhouseCoopers in Houston, Texas. Mr. Kazim currently serves on several boards, including Dubai Hills LLC and Dubai Inn LLC. Mr. Kazim has a bachelor’s degree in Accounting from Concordia University in Canada and is a qualified Certified Public Accountant.

Abdul Wahab Al-Halabi—Non-executive Director Abdul Wahab Al-Halabi is the Group Chief Investment Officer of Meraas Holding, where he is responsible for developing and directing Meraas Holding’s strategy as well as being responsible for its funding and investments. Mr. Al Halabi has more than 18 years’ experience in the real estate sector, with industry expertise in financial restructuring, crisis and debt management, credit enhancements and joint ventures. Mr. Al Halabi’s early career was spent at KPMG in the UK where he spent nine years specialising in insolvency and restructuring. Prior to joining Meraas, Mr. Al Halabi was a partner at KPMG where he was co-head of its transactions and restructuring divisions in the MENA region. Previously, he has also acted as Chief Executive Officer of Dubai Properties Group, a member of Dubai Holding, and has held other executive roles within Dubai Holding. Mr. Al Halabi is currently a non-executive director of Dubai Inn LLC, Dubai Hills LLC and Arthrogen B.V. In addition, he is a member of the supervisory board of Emirates REIT (CEIC) Limited. Mr. Al-Halabi holds a bachelor’s degree in Economics from the London School of Economics and an Executive MBA degree from Ecole Nationale des Ponts et Chaussees.´ He is a fellow of the Institute of Chartered Accountants in England and Wales and a member of the UK-based Securities Institute.

Dennis C. Gilbert—Independent Non-executive Director Dennis Gilbert has spent his career in the theme park and attraction business. He has been involved in all aspects of theme park operations, including rides, attractions, retail, food, marketing, maintenance and human resources for a number of theme parks since he began work as a summer host in 1967 in his first theme park. He has held positions of increasing management responsibility, including vice presidential positions with three Anheuser Busch Adventure Parks; Executive Vice President and General Manager of Sea World of Ohio; Chief Operating Officer for Malibu/Mountasia Family Entertainment parks, operating over 50 Entertainment Centers in North America; Vice President and General Manager for Stone Mountain Park, in Atlanta, Georgia; Chief Operating Officer for Ocean Embassy; and Senior Vice President of Attractions at Resorts World Sentosa, Singapore, including responsibility for Universal Studios Singapore, Maritime Museum, Adventure Cove Waterpark, Dolphin Adventure and the world’s largest aquarium, the South East Asia Aquarium. Mr. Gilbert is a partner in All Parks Solutions and has been involved with the planning and opening of a large number of theme parks and Family Entertainment Centers around the world during his career. He has provided operational consulting services for theme parks, water parks and attractions in both the start-up and planning and turn around phases, as well as evaluation services for ongoing operations. Mr. Gilbert has also provided safety, maintenance and operational inspections for rides and attractions for a number of theme parks and water parks around the world. In addition to his theme park business involvement, Mr. Gilbert is Chairman of the Board and majority stockholder for Gilberts of Atlanta, a restaurant company operating as a ‘‘Wendy’s’’ franchisee.

Steven D. Shaiken—Independent Non-executive Director Steven D. Shaiken heads his own consultancy firm, offering services within the branded and themed environment to global brands in the travel and leisure market such as Disney, Universal, Aramark, and

81 Hudson News. He also provides guidance on revenue generation and profit enhancement. He is currently involved with an emerging immersive destination offering called Evermore in the Salt Lake City Area. Mr. Shaiken has over 40 years’ experience in the destination branded entertainment arena, including government liaison, resort master planning, sourced entertainment zone venues, contract negotiations, supplier relations and vendor management. In his consultancy role, Mr. Shaiken was the Executive Managing Director at Adventure World Warsaw for 13 months during 2011 and 2012 where he was responsible for overseeing all aspects of project management, including marketing, revenue management, food service, hotel management, park operations and staff recruitment for this project which was the first of its kind in Central Eastern Europe. Earlier, Mr. Shaiken was the President of the Smithsonian Business Venture Unit. Prior to that, Mr. Shaiken was Senior Vice President of Global Retail and Revenue at Universal Parks & Resorts. In this capacity, he was responsible for the properties in Orlando, Japan, Hollywood and Spain. Concurrently, he also served as President of Spencer Gifts, a wholly owned division of Vivendi Universal. In his earlier capacities, Mr. Shaiken has worked with industry majors such as the Royal Caribbean International, Seaworld Parks & Entertainment, Disney Cruise Lines, Starwood and Hilton hotel chains, and Smithsonian Business Ventures.

SENIOR MANAGEMENT In addition to the members of the Board, the day-to-day management of our operations is conducted by our senior management team, as follows:

Year of Name birth Nationality Position Raed Al Nuaimi ...... 1979 UAE Chief Executive Officer Dr. Mohamed Newera ...... 1961 US Technical Advisor to CEO Muhammad Suleman ...... 1982 Pakistan Director—Governance, Risk and Compliance Paul La France ...... 1952 Canada Chief Projects Officer Matthew Priddy ...... 1952 US Chief Technical Officer Vinit Shah ...... 1974 US Chief Destination Management Officer Stanford Pinto ...... 1974 India Chief Parks Operating Officer Brian Machamer ...... 1972 US Senior Director, Theme Park Operations Sandesh Pandhare ...... 1966 India Chief Financial and Investment Officer To be appointed ...... Chief Retail & Hospitality Officer To be appointed ...... Chief Business Support Officer All members of the senior management team, save for two positions that are still to be filled, will be formally appointed at the Constitutive General Assembly which will be held shortly after the date of this Offering Memorandum. We expect to make the remaining two appointments before 31 December 2014. The management expertise and experience of each of the senior management team (other than the Chief Executive Officer which is set out under ‘‘Board of directors’’ above) is set out below.

Dr. Mohamed Newera—Technical Advisor to CEO Dr. Mohamed Newera has more than 30 years’ experience in the construction industry, with expertise in structural engineering, design direction, project management, cost control and delivery. Prior to joining Meraas Holding, Dr. Newera worked as a Senior Projects Development Director with Majid Al Futtaim where he was mandated to oversee the design of projects in Egypt and China with a special focus on land valuation, market research and facilities management. Earlier, Dr. Newera worked with the Abu Dhabi Future Energy Company and Sorouh in Abu Dhabi. For a total of 16 years, Dr. Newera also held various positions at Walt Disney Imagineering worldwide and was a member of the development teams for Hong Kong Disneyland, Tokyo DisneySea, Tokyo Disneyland, Disney’s Animal Kingdom and Euro Disney. Dr. Newera holds a doctorate from Southampton University in the UK and an MBA from Abu Dhabi University in the UAE.

82 Muhammad Suleman—Director—Governance, Risk and Compliance Muhammad Suleman is the Director of Governance, Risk and Compliance and is responsible for developing our corporate governance framework and ensuring the group’s compliance with applicable policies, procedures and regulations. Mr. Suleman’s expertise lies in governance, risk advisory, corporate compliance, policies development, business process review and assessment of design and operating effectiveness of the internal controls. Prior to joining us, Mr. Suleman served as Senior Manager Governance for the Engineer’s Office of His Highness Sheikh Mohammed Bin Rashid Al Maktoum responsible for the development of its governance and control framework. Earlier, Mr. Suleman worked with KPMG (Dubai Office) as part of the Assurance & Business Advisory services division focusing on statutory audits for a wide range of global clients. He also managed a Sarbanes-Oxley compliance audit for a US SEC-registered client. In an earlier role, Mr. Suleman served with AFF & Co. (a member firm of PricewaterhouseCoopers) in Karachi. In his capacity as auditor, he was responsible for assurance and risk advisory. He was also involved in delivering a range of services including the implementation of the PCAOB 2 and COSO frameworks, business process and controls reviews, financial and operational due diligence and statutory audits. Mr. Suleman is an Associate Member of the Institute of Chartered Accountants of Pakistan. He holds an Advanced Diploma in Management Accountancy from CIMA—UK and a bachelor’s degree in Commerce from the University of Karachi, Pakistan.

Paul La France—Chief Projects Officer Paul La France is Chief Projects Officer. In this role, Mr. La France is responsible for developing the design and construction of the Project. Mr. La France has more than 37 years’ experience in worldwide entertainment and hospitality developments. He led the development of numerous greenfield projects, as well as major expansions and capital improvements to existing and operational facilities globally. His specialties include turnkey project delivery from early concept design to completion and turnover to operational management. Prior to joining the Company, Mr. La France was Vice President of Program Management at Samsung C&T Corporation, Engineering & Construction Group, where he led a multi-disciplinary team responsible for the delivery of major hospitality, retail and entertainment projects in the UAE including theme parks, hotels and shopping malls. His responsibilities also included the installation of roads, bridges and utilities attendant to the projects that he managed. Earlier, Mr. La France worked as Vice President of Project Management for Walt Disney Imagineering on international and US destinations such as Euro Disneyland Paris, Walt Disney Studios Paris, Animal Kingdom in Florida and the Hong Kong Disneyland Resort. Mr. La France also was the Vice President of Development for Universal Creative and led the addition of major attractions at Universal Studios’ Hollywood and CityWalk in California and the development of Universal Studios Japan. Mr. La France was also the head of the development for Royal Island Resort in the Bahamas. Mr. La France holds a Bachelor’s degree in Civil Engineering from the University of Massachusetts.

Matthew Priddy—Chief Technical Officer Matthew Priddy is Chief Technical Officer, responsible for the design, engineering and production of shows and rides at Dubai Parks and Resorts. Mr. Priddy has more than 35 years’ experience in prototype, project development and real estate and his expertise includes the creative development of entertainment destination projects with special focus on owners’ representation, technical integration, design management and organisational leadership. Prior to joining the Company, Mr. Priddy spent 20 years with the Walt Disney Company, most recently as Senior Vice President of Worldwide Production for Walt Disney Imagineering. In this role, he was responsible for design, engineering, manufacturing and overall project management for a number of Disney theme parks, resorts and technical developments. Earlier, as an entrepreneur, Mr. Priddy delivered numerous high end retail projects as well as products for sale through Wal-Mart and Pet’s Mart. He has also developed patented technologies for the production of single and multi-family homes that significantly reduce cost and build time.

83 Mr. Priddy holds a bachelor’s degree in Theatrical Technology from the University of California, Los Angeles.

Vinit Shah—Chief Destination Management Officer Vinit Shah is the Chief Destination Management Officer. In this role, Mr. Shah is mandated to drive destination sales and marketing for Dubai Parks and Resorts. He is also responsible for strategic planning and management of activities including structuring and processes, third party contracting, supplier relationships, reservations and customer fulfilment. With more than 15 years’ experience in the leisure and hospitality industry, Mr. Shah specialises in the strategic development of entertainment destination projects. His expertise includes leading strategic projects and negotiations, driving commercial decisions, planning the strategic and operational process, business modelling, intellectual property acquisition and feasibility studies amongst others. Prior to joining the Company, Mr. Shah was Director of Strategic Planning and Business Development at Dubai Properties Group, a member of Dubai Holding. In this capacity, he developed new business plans for the company’s hospitality, retail and residential projects. As a member of the Dubai Holding management team, he led negotiation strategies and feasibility studies for the acquisition of various theme park-related intellectual properties. Mr. Shah began his professional career in the United States where he worked for over five years in various strategic finance roles with a number of Fortune 500 companies. Mr. Shah holds an MBA from the Asian Institute of Management in the Philippines, a Strategic Finance certificate from the Vienna University of Economics and Business, and a Master’s in Commerce and Business Management from the University of Mumbai, India.

Stanford Pinto—Chief Parks Operating Officer Stanford Pinto is the Chief Parks Operating Officer and is responsible for overseeing the business performance and operations of Dubai Parks and Resorts. Since the inception of Meraas’s entertainment business, Mr. Pinto has been part of the management team working closely with unit heads and the Group Chairman to formalise and implement the company’s strategic expansion plans. With over 20 years’ professional experience, Mr. Pinto’s expertise lies in the areas of risk management, corporate governance, internal auditing, as well as process control and design management. Prior to joining Meraas, Mr. Pinto held senior executive positions within the business consulting and risk management divisions of leading accounting firms including Arthur Andersen and Ernst & Young. Earlier in his career, Mr. Pinto also worked with Citibank’s corporate banking division in India. Mr. Pinto holds a MBA from Pune University and a bachelor’s degree in Commerce from the University of Mumbai. He is also a Certified Internal Auditor.

Brian Machamer—Senior Director, Theme Park Operations Brian Machamer is Senior Director, Theme Park Operations. In this role, Mr. Machamer directs strategic planning and development, financial management, operational consistency and customer experience across all parks. Mr. Machamer additionally oversees internal staff management with a focus on health and safety compliance. Mr. Machamer has more than 25 years’ experience in the theme park industry and has been closely associated the opening and operation of world-class theme parks in various parts of the world. Prior to joining Dubai Parks and Resorts, Mr. Machamer worked with Resorts World Sentosa as Assistant Vice President of Attraction Operations. During his four and a half year tenure, he was closely engaged in the pre-opening and ongoing operations of Universal Studios Singapore as well as the S.E.A. Aquarium and the Adventure Cove Waterpark. In his earlier association with Universal Studios Florida, Mr. Machamer helped manage the attractions, entry operations, special events, transportation and the logistical operations of the park. In 2008, Mr. Machamer joined the international team of Universal Studios to help with the design of the Universal Studios theme park planned for Dubai in the United Arab Emirates. Previously, Mr. Machamer worked with Walt Disney World’s Magic Kingdom in Orlando, Florida.

84 Sandesh Pandhare—Chief Financial and Investment Officer Sandesh Pandhare is the Chief Financial and Investment Officer. His responsibilities include strategic planning, new project investment and development, investor relations, internal and external reporting, and other financial administrative matters. Mr. Pandhare has more than 23 years’ experience in the private equity and investment industry with expertise in deal brokering, business analysis, investment valuation, capital structuring, financing and asset monitoring across diverse industry sectors. Prior to joining Meraas, Mr. Pandhare was the Managing Director and Head of Private Equity at Istithmar World, the investment arm of Dubai World. Mr. Pandhare has also worked with Jebel Ali Free Zone Authority, where he was in charge of driving the firm’s financial performance and evaluating investments in international free zones including Morocco, Djibouti and Malaysia. Early in his career, he worked as a fund manager and financial analyst across India and Oman. Mr. Pandhare is also a former board member and observer of various international companies, including Barneys New York in the United States, Cirque du Soleil in Canada and Gulf African Bank in Kenya. He was ranked among the 100 Most Powerful Indians in the Middle East (Arabian Business, 2010 and 2011) and Top 65 Influential Indians in the UAE (Gulf News, 2012). Mr. Pandhare is a CFA charter holder. He holds a master’s degree in Management Studies from Mumbai University and a bachelor’s degree in Engineering from Pune University, India.

DIRECTORS AND MANAGEMENT COMPENSATION The aggregate compensation payable to the members of the Board and the members of senior management listed above is expected to be AED 7.1 million in the four months ended 31 December 2014 and AED 23.2 million in 2015. We currently do not have, and nor do we currently expect to implement, any share-based compensation schemes for our directors and members of senior management.

CORPORATE GOVERNANCE We have prepared a code of conduct which our directors are required to comply with. The code contains provisions requiring our directors to act ethically and in compliance with all applicable laws and regulations. Directors must also represent the best interests of the Company and our shareholders, must act professionally and exhibit high standards of integrity, commitment and independence of thought, and must devote sufficient time to ensure the diligent performance of their respective duties. Directors are also, among other matters, under a duty to maintain confidentiality of sensitive information and avoid conflicts of interest, and there are restrictions regarding securities trading, including a ban on trading with inside information, and whistleblowing. Most of the other documentation that comprises our governance and risk management framework has been put in place, although certain documents, including business continuity and disaster recovery policies and procurement, human resource and health and safety policies, are only expected to be completed within the next 12 months.

Governance rules Our Board is committed to standards of corporate governance that are in line with international best practice. As at the date of this Offering Memorandum, and on and following Admission, our Board complies and intends to continue complying with the corporate governance requirements applicable to joint stock companies listed on the DFM as set out in the Governance Rules and Corporate Discipline Standards issued on 29 October 2009 pursuant to Ministerial Decree no. 518 (the Governance Rules). The Company will report to its shareholders and to the SCA on its compliance with the Governance Rules, in accordance with the provisions of the Governance Rules. As envisaged by the Governance Rules, our Board has established two permanent committees: an Audit Committee and a Nomination and Remuneration Committee. If necessary, our Board may establish additional committees as appropriate. The Chairman is not permitted to be a member of either the Audit Committee or the Nomination and Remuneration Committee. The Governance Rules require that the majority of the Board must comprise Non-executive Directors and that at least one third of the Board must be independent in accordance with the criteria set out in the

85 Governance Rules. Under the Companies Law, a majority of the Board must be UAE nationals. From the date of Admission, the Board is expected to consist of six members including five Non-executive Directors (including the Chairman). Two of the Non-executive Directors are ‘‘independent members of the Board’’ within the meaning of the Governance Rules and free from any business or other relationship that could materially interfere with the exercise of their independent judgment. The Governance Rules also require that the Board meet at least once every two months.

Audit Committee The Audit Committee assists our Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of our annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing our relationship with our external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of our internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts remains with our Board. The Audit Committee will give due consideration to the applicable laws and regulations of the UAE, the SCA and the DFM, including the provisions of the Governance Rules. The Governance Rules require that the Audit Committee must comprise at least three members who are Non-executive Directors and that the majority of members must be independent. One of the independent members must be appointed as the Chairman of the Audit Committee. In addition, at least one member is required to have recent and relevant audit and accounting experience. The current members of the Audit Committee are Steven D. Shaiken (Chairman and Independent Non-executive Director), Dennis C. Gilbert (Independent Non-executive Director) and Fahad Kazim (Non-executive Director). The Audit Committee is required to meet at least four times a year. The Audit Committee has taken appropriate steps to ensure that the Company’s auditors are independent of the Company as required by the Governance Rules and has obtained written confirmation from the Company’s auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies.

Nomination and Remuneration Committee The Nomination and Remuneration Committee assists our Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board and, in particular, for monitoring the independent status of the Independent Non-executive Directors. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise. In addition, the Nomination and Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, setting the over-arching principles, parameters and governance framework of our remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and senior management. The Governance Rules require the Nomination and Remuneration Committee to be comprised of at least three Non-executive Directors, of whom at least two must be independent. The chairman of the Nomination and Remuneration Committee must be chosen from amongst the independent committee members. The current members of the Nomination and Remuneration Committee are Dennis C. Gilbert (Chairman and Independent Non-executive Director), Steven D. Shaiken (Independent Non-executive Director) and Abdul Wahab Al-Halabi (Non-executive Director). The Nomination and Remuneration Committee is required to meet at least four times a year.

Other committees In addition to the two Board committees described above, we also intend to establish a Management Executive Committee. The purpose of this committee is expected to provide internal, executive level, oversight and to make decisions in areas that are critical to the Company’ operations, including, for example: • formulating the Company’s strategic plan;

86 • implementing operating plans and monitoring the Company’s progress against approved budgets and established key performance indicators; • monitoring all risk, insurance and health and safety issues; • reviewing operational challenges, deficiencies and any complaints; • reviewing corporate compliance; and • identifying business improvement opportunities.

Internal audit Our internal audit function is currently outsourced to our founder. We expect either to establish our own internal audit function or to outsource it to an independent audit firm in due course.

87 RELATED PARTY TRANSACTIONS Our related party transactions principally comprise transactions with our founder and other companies controlled by it. Save as described below, all such transactions are entered into at fair value and on arm’s- length terms.

RELATED PARTY TRANSACTIONS PRIOR TO 31 AUGUST 2014 Project costs incurred To date, our founder has incurred AED 881 million in Project costs and accruals on our behalf. These costs are reflected in our statement of financial position at 31 August 2014 as the following assets: • property and equipment of AED 839 million; • investment properties of AED 18 million; and • accumulated losses of AED 24 million. As at 31 August 2014, the actual cash payments made by our founder in respect of these expenditures totalled AED 686 million and these amounts were treated as funds advanced to us on an interest free and unsecured basis without any fixed repayment period. As at 31 August 2014, these funds were reclassified to equity as a proposed share capital increase on behalf of and for the benefit of our founder. The remaining AED 195 million represents liabilities on our balance sheet as at 31 August 2014 which our founder has paid on our behalf or to us since 31 August 2014 that will be converted into equity as described below. See also ‘‘Business of the group—Project costs and funding’’.

Letters of credit and guarantees In 2012, Meraas Leisure our immediate parent company, and Meraas Holding, as guarantor, obtained a facility for AED 368 million from a bank on our behalf. The facility pertains to letters of credit and guarantees to be issued in favour of suppliers to the motiongate theme park project. This facility is off balance sheet and, to the extent that any letters of credit or guarantees are called, the liability to the bank will lie with the Meraas parties and not us. As at 31 August 2014, AED 61 million of the facility has been utilised. This facility is expected to continue until maturity and we are not currently expecting it to be novated.

RELATED PARTY TRANSACTIONS AFTER 31 AUGUST 2014 Project costs incurred Since 31 August 2014, our founder has continued to make cash payments in respect of the remaining AED 195 million of Project costs incurred in the period prior to 31 August 2014 on our behalf. As a result, AED 195 million will also be converted into new Ordinary Shares on or before the Closing Date against payment of the expenditures or on additional cash contribution. Prior to the Closing Date, we and the founder may enter into further agreements in respect of additional Project costs, to be reimbursed following the Closing Date.

Land transfers Subsequent to 31 August 2014, we agreed with Meraas Estates LLC (Meraas Estates) that title to land with an area of approximately 16 million square feet would be transferred to us at the DLD valuations stated under ‘‘Land bank’’ above, by way of sale (in the case of approximately 12.4 million square feet) and lease (in the case of approximately 3.6 million feet). In addition, our founder has granted us easements over approximately 9.0 million square feet of additional land to enable us to construct roads and supporting infrastructure facilities. In consideration for the foregoing, we issued new Ordinary Shares with a par value of AED 896 million to our founder. See ‘‘Business of the group—Project costs and funding— Funding’’ and ‘‘Presentation of financial and other information—Land valuation’’.

Additional cash contributions On or before the Closing Date, our founder will inject additional equity in an amount of approximately AED 2.0 billion in the form of cash contributions in consideration for the issue of new Ordinary Shares with a par value of AED 2.0 billion.

88 RELATIONSHIP AGREEMENT On or about 16 November 2014, we entered into a Relationship Agreement with our founder. Under the Relationship Agreement, our founder has agreed: • to use its reasonable endeavours to promote and develop the Project, including using its reasonable endeavours to procure the novation to us of all contracts previously entered into by it or one of its subsidiaries relating to the Project by 31 March 2015 (see ‘‘Risk factors—Risk factors relating to the Project and our future business—We are not currently a party to certain key Project-related contracts which could adversely affect us should a counterparty default before we become a party to the relevant contract’’); • that it will not, and will procure that no member of its group (other than us) will, be concerned in any business which is, anywhere in the UAE or in any member state of the GCC in which we carry on a theme park business from time to time, in competition or likely to be in competition with our theme park business (other than certain activities that our founder and members of its group are permitted to carry on, notwithstanding this restriction) (the Non-Compete Agreement). No commitment has been made in relation to any other development that does not compete with our theme parks; • that it will offer us the right of first refusal (i) in relation to any proposed project to be developed on certain land owned by it which is adjacent to Dubai Parks and Resorts (the Adjacent Land) where that proposed project is or will (when developed) be in competition with any part of our theme park business or our wider theme park business (including retail, food and beverage areas, hotels and family entertainment centres) and (ii) in relation to any sale by it of some or all of the Adjacent Land, whether to another member of its group (other than us) or to a third party (the Right of First Refusal Agreement). Any Adjacent Land sold to us as a result of our exercising either of these rights of first refusal will be sold at a price which is determined by an internationally recognised independent valuation firm and approved by a majority of our Independent Non-executive Directors or, if there are only two Independent Non-executive Directors at the relevant time, both of them; and • that all transactions between us or any of our subsidiaries on the one hand and our founder or any member of its group (other than us) on the other hand (Related Party Transactions) shall (i) be on arm’s length terms, (ii) if the Related Party Transaction exceeds the Threshold Amount (as defined below) but is not a Qualifying Related Party Transaction (as defined below), it shall be subject to the prior approval of a simple majority of our Board including the approval of at least one Independent Non-executive Director and (iii) if the Related Party Transaction is a Qualifying Related Party Transaction, it shall require the prior approval of a majority of our Independent Non-executive Directors or, if there are only two Independent Non-executive Directors at the relevant time, both of them. For these purposes: Qualifying Related Party Transaction means a Related Party Transaction, or a series of Related Party Transactions entered into in any financial year of the Company, whose individual or aggregate value equals or exceeds 10 per cent. of our consolidated gross assets; and Threshold Amount means U.S.$10 million as increased automatically on each 1 January occurring on and after 1 January 2015 during the term of the Relationship Agreement by a percentage equivalent to the percentage increase (if any) in the General Price Index as published annually by the UAE Ministry of Economy in its report entitled ‘‘Yearly Consumer Price Index Numbers by Commodity Groups, Services and Emirate’’ (the CPI) since 1 January of the preceding year, provided that if the CPI is not available on 1 January in any year there will be no adjustment until the CPI becomes available. The Relationship Agreement provides that it will continue in force for so long as our founder or any member of its group owns at least 40 per cent. of our Ordinary Shares or has the right to appoint at least one member of our Board. The Relationship Agreement may also be terminated if both parties to it agree, provided that the termination shall require the prior approval of (i) a majority of our Independent Non-executive Directors or, if there are only two Independent Non-executive Directors at the relevant time, both of them, and (ii) our shareholders in a general meeting, with our founder excluded from voting on such matter.

SERVICES AGREEMENT On 30 October 2014, we entered into a Services Agreement (the Services Agreement) with our founder. Under the Services Agreement, our founder has agreed that it shall, if so requested by us, provide the Services (as defined below) to us for the term of this Services Agreement free of charge. The Services

89 Agreement will continue until we terminate it and it provides that we may terminate any (or all) of the Services, or any separable element of the Services, whether with or without cause at any time upon giving seven days’ notice in writing to our founder. The term Services, as used in the Services Agreement, covers each of the following: internal audit; marketing; human resources; information technology; administration; non-Project/office procurement; legal counsel; finance and accounting; governance, risk and compliance; treasury and funding and insurance.

90 PRINCIPAL SHAREHOLDERS The following table sets forth our shareholders holding ordinary shares in the Company (i) immediately prior to the conversion of the Company into a public joint stock company and (ii) immediately following the Offering and the issuance of new Ordinary Shares to our founder in consideration for certain items as described in ‘‘Related party transactions—Related party transactions after 31 August 2014’’:

Immediately following the Prior to conversion Offering Number of Number of ordinary ordinary shares(1) Percentage (%) shares(2) Percentage (%) Shareholders Meraas Leisure ...... 297 99.0 3,755,165,659(3) 59.4 Meraas Holding ...... 3 1.0 37,930,966 0.6 Public ...... ——2,528,731,083 40.0 Total ...... 300 100.0 6,321,827,708 100.0

(1) of AED 1,000 each. (2) of AED 1.00 each. (3) Includes new Ordinary Shares issued for: (a) additional cash contribution to be made by our founder in an amount of AED 2.0 billion, and (b) funding of certain Project costs we carried on our balance sheet as liabilities as of 31 August 2014 in the amount of AED 195 million. No holder of Ordinary Shares has voting rights that differ from those of any other holders of Ordinary Shares. As of the date of this Offering Memorandum, the Company is not aware of any arrangements that may result in a change in control of the Company.

91 DESCRIPTION OF SHARE CAPITAL CONVERSION The Company is in the process of being converted from a limited liability company to a public joint stock company in the Emirate of Dubai, UAE, pursuant to Companies Law. Completion of the conversion process and incorporation of the Company as a public joint stock company is expected to occur on or before 9 December 2014, subject to obtaining all relevant regulatory approvals in the UAE and subject to the Constitutive General Assembly of the Company (see below) approving such conversion. The Company has received certain exemptions from certain provisions of the Companies Law, as discussed in ‘‘Memorandum and articles of association’’ below. All prospective investors must note that the notice convening the Constitutive General Assembly is served pursuant to this Offering Memorandum. See ‘‘Notice of Constitutive General Assembly’’ below. The Constitutive General Assembly will take place at 8:00 am on 8 December 2014 at The Al Bader Ballroom, the Shangri-La Hotel, Sheikh Zayed Road, Dubai, UAE. All investors are invited pursuant to the notice to attend the Constitutive General Assembly on the date set out above. Successful investors will be notified of their allocation of Shares (if any) prior to the Constitutive General Assembly. In all cases, all investors will be entitled to attend the meeting on production of a copy of the investor’s corporate registration documents, the original passport copy of the investor’s representative and the original power of attorney or proxy pursuant to which the investor’s representative is authorised to attend the meeting which is notarised by a notary public in the UAE and/or attested by the relevant UAE embassy and legalised by the UAE Ministry of Foreign Affairs. All such investors will be entitled to attend and vote on the resolutions but only the votes of investors who have been allocated Shares will be counted. Each of Meraas Leisure and Meraas Holding will be entitled to attend and vote at the meeting. Any investor attending and voting at that meeting shall have a number of votes equivalent to the number of Shares that are allocated to such investor, following allocation.

SHARE CAPITAL Set out below is a summary of certain information concerning the Ordinary Shares, certain provisions of our Articles of Association (the Articles) to be adopted with effect from, and conditional upon, Admission, and certain requirements of applicable laws and regulations in effect as at the date hereof. This summary does not purport to be complete.

Share capital On incorporation as a limited liability company in July 2012, the Company’s share capital was AED 300,000 divided into 300 ordinary shares of AED 1,000 each. After its conversion into a public joint stock company, the Company’s share capital structure will be AED 6,321,827,708 divided into 6,321,827,708 Ordinary Shares of AED 1.00 each.

MEMORANDUM AND ARTICLES OF ASSOCIATION The following is a summary of the rights under the Articles and the Companies Law which attach to the Ordinary Shares, with which the Shares will rank pari passu in all respects. In the following description of the rights attaching to the Ordinary Shares, a holder of Ordinary Shares and a shareholder is, in both cases, the person registered in the Company’s register of shareholders as the holder of the Ordinary Shares.

Objects As set out in Article 4 of the Articles, the principal business activities of the Company are (i) investment in commercial enterprises and management, (ii) real estate development and (iii) investment in tourist enterprises and management. The Company is authorised to do such things as may be necessary to achieve its objectives in the manner set out in the Articles.

Share capital All Ordinary Shares rank in all respects equally with all other Ordinary Shares of the same class. Ordinary Shares are indivisible, but two or more persons may jointly hold one or more Ordinary Shares, provided

92 they are represented before the Company by one person only. Joint holders of one Ordinary Share are responsible jointly for the obligations arising from such Ordinary Share. Each Ordinary Share shall give its holder equal rights in the Company’s assets and dividends as well as rights to vote at the general assembly of shareholders on a one-share-one-vote basis.

Share register Upon listing on the DFM, the Ordinary Shares will be dematerialised and the share register will be maintained by the DFM. The Ordinary Shares may be sold, transferred, pledged, or otherwise disposed of in accordance with the provisions of the Articles and the applicable UAE regulations for selling, purchasing, clearing, settling and recording.

Deceased shareholders In the event of a death of a shareholder, his/her heirs shall be the only persons having rights or interests in the Ordinary Shares of the deceased shareholder. Such heirs shall be entitled to dividends and other privileges which the deceased shareholder had. Such heirs, after being registered in the Company in accordance with the Articles, shall have the same rights in his capacity as a shareholder as the deceased shareholder had in relation to his Ordinary Shares. The estate of the deceased shareholder shall not be exempted from any outstanding obligation relating to any Ordinary Share held by him or her at the time of death. Any person who becomes entitled to rights to Ordinary Shares in the Company as a result of the death or bankruptcy of any shareholder, or pursuant to an attachment order issued by any competent court of law, should within thirty days: • produce evidence of such right to the Board; and • elect either to be registered as a shareholder or nominate another person to be registered as a shareholder of the relevant Ordinary Share(s).

Changes in share capital The Company may by way of a special resolution at an extraordinary general assembly: • increase its share capital by creating new ordinary shares; • increase the nominal value of the Ordinary Shares; and • sub-divide all or any of its Ordinary Shares into shares of a smaller amount. The Company may, in accordance with the Companies Law, reduce its share capital in any way and on such terms as it may decide. The increase of capital may take place in one of the following ways: (i) the issuing of new ordinary shares; (ii) the merging of the reserves into the share capital; or (iii) the conversion of debentures into ordinary shares. New ordinary shares shall be issued with a nominal value equal to the nominal value of the Ordinary Shares. The extraordinary general assembly may resolve to add a premium to the nominal value of the Ordinary Shares and specify its amount provided that the approval of the SCA is obtained. This premium should be contributed to the statutory reserves even if it will result in exceeding half of the share capital.

Pre-emption rights The Company has received an exemption from Article 204 of the Companies Law and is permitted to issue ordinary shares on a pre-emptive or non-pre-emptive (in certain circumstances) basis based on a recommendation from the Board and a resolution from the shareholders at an extraordinary general assembly. Any issuances of new ordinary shares will also require the SCA’s approval of the size and terms of the issuance. Ordinary shares may be issued on a non-pre-emptive basis in limited cases that are in the interest of the Company and its shareholders, being (i) entry of a strategic investor as a shareholder in the Company, provided that its activities are similar or complementary to the Company’s activities and results in a real

93 benefit to the Company; (ii) conversion of the Company’s debts into ordinary shares, or (iii) the implementation of an employee incentive plan. If the shareholders decide to issue new ordinary shares on a pre-emptive basis then the chairman of the Board will publish in two local daily newspapers published in Arabic an announcement informing the shareholders of their priority in the subscription for the new ordinary shares, the dates of the subscription period and the price of the new ordinary shares. The shareholders must inform the Company within such subscription period of their desire to purchase such ordinary shares.

Dividends Subject to the provisions of the Companies Law and the approval of the SCA, the Company may by ordinary resolution, and based on a recommendation from the Board, declare dividends payable to the shareholders. Dividends due on Ordinary Shares shall be paid to the holder of those Ordinary Shares registered in the share register on the 10th day following the date of convening the ordinary general assembly which resolved to distribute the dividends. Only that shareholder shall have the right to the profits due on those Ordinary Shares whether these profits represents dividends or entitlement to a part of the Company’s assets. The Company may pay dividends out of the annual net profits of the Company as determined by the Company’s auditors after deducting 10 per cent. of the annual net profits which must be allocated to the statutory reserve. Such deduction shall cease to occur when the total amount of the reserve is equal to at least 50 per cent. of the share capital of the Company. If the statutory reserve falls below this threshold, the Company will be required to resume deductions.

Transfer of Ordinary Shares The Articles provide that the transfer of Ordinary Shares shall be governed by and shall comply with the regulations applicable to companies listed on DFM. The Ordinary Shares may be sold, transferred, pledged or otherwise disposed of in accordance with the Articles. Transfers made other than in accordance with the Articles shall be void. The transfer of Ordinary Shares shall at all times be subject to the requirement for GCC nationals to hold at least 51 per cent. of the share capital of the Company.

General meetings Annual general assembly An annual general assembly will be held at least once a year, within four months of the end of the financial year. The annual general assembly shall consider matters such as: • reviewing and approving the report of the Board on the Company’s activities, financial standing and the report of the auditor; • discussing and approving the financial statements of the Company; • electing members of the Board when necessary, appointing auditors and determining their fees; • reviewing the Board’s recommendations on distribution of profits; and • discharging the Board and the auditor from liability or resolve filing a liability claim against them, as the case may be. At least 21 days notice must be given of an annual general assembly. The quorum for the annual general assembly is the attendance of shareholders representing at least 50 per cent. of the share capital of the Company. If the quorum is not achieved at the first meeting, the annual general assembly must be called to a second meeting that must be held within 30 days following the first meeting. The quorum for the second meeting will be valid regardless of the number of shareholders attending.

Extraordinary general assembly Extraordinary general assemblies are convened to discuss and approve matters other than those considered in ordinary general assemblies, such as: • an increase or reduction of the share capital;

94 • the dissolution of the Company or its merger with another company; and • any amendment to the Articles. An extraordinary general assembly shall be held pursuant to an invitation from the Board. The Board will also issue such an invitation when so requested by shareholders holding not less than 40 per cent. of the share capital of the Company. At least 21 days notice must be given of an extraordinary general assembly. The quorum for an extraordinary general assembly is the attendance of shareholders representing at least 75 per cent. of the share capital of the Company. If the quorum is not met, a second meeting shall be held within 30 days following the first meeting. The second meeting shall be quorate if shareholders representing 50 per cent. or more of the share capital of the Company attend. If such quorum is not met in the second meeting, a third meeting shall be convened, to be held 30 days after the date of the second meeting. The third meeting shall be valid regardless of the number of the shareholders attending. Resolutions passed in the third meeting shall not be enforceable without the approval of the SCA. Resolutions of the extraordinary general assembly are passed by a majority of Ordinary Shares represented in the meeting, unless the resolution relates to the increase or decrease of the share capital of the Company, to extend or shorten the Company’s duration; to liquidate the Company; to merge the Company into another company or to convert it. In these circumstances, the resolution shall not be valid unless it was passed by at least 75 per cent. of the Ordinary Shares represented in the meeting. The extraordinary general assembly’s resolution is binding on all shareholders, including absent and dissenting shareholders.

The Board According to the Articles, the Company shall be managed by a Board of six members. The members of the Board are to be elected by way of secret cumulative voting during an ordinary general assembly. The first Board will be appointed by the Constitutive General Assembly for a period of three years commencing on the date of incorporation. A majority of the Board must be UAE nationals. The chairman of the Board must also be a UAE national. All Board members shall hold a term of three years and can be re-elected upon expiration of such period. If a position becomes vacant during the term of the Board, then the Board may appoint a new member so long as such appointment is presented to the next ordinary general assembly meeting following the appointment for ratification or to appoint/elect a replacement. Such new Board member shall complete the term of his predecessor. If the positions becoming vacant exceed one quarter of the number of the Board then the Board must call for an ordinary general assembly to fill the vacant positions within a maximum of three months from the date on which the last position on the Board became vacant. In all cases, the Board will fill all vacancies and the Directors shall complete the term of his or her predecessor and such Director may then be re-elected in the ordinary general assembly.

Appointment of the Board The Board shall elect from amongst its members a chairman and a vice-chairman. The chairman represents the Company before the courts and executes resolutions adopted by the Board. The vice-chairman shall act on behalf of the chairman in his or her absence or incapacitation. The Board may elect a managing director and determine his duties and remuneration. The Board may also form one or more committees from its members to manage the business performance of the Company, execute resolutions issued by the Board and other objectives of the Board. If a Director is absent for more than three successive Board meetings without an excuse approved by the Board, such Director shall be deemed to have resigned.

Powers of the Board The chairman, vice-chairman, managing director or any other director acting within the powers granted to him by the Board may severally sign on behalf of the Company. The Board shall have all the powers to manage the Company and shall have the authority to perform all deeds and act on behalf of the Company to the extent permitted by the Company. Such powers and authorities may only be restricted by the provisions of the Companies Law, the Articles or as resolved by the shareholders in a general assembly.

95 Board meetings The Board shall hold its meetings at the head office of the Company, or at any other place agreed by the Board. Meetings shall not be valid unless attended by a majority of the Board. A Director may appoint another Director to vote on his or her behalf and the appointee will have two votes, but a Director may not act on behalf of more than one Director. Resolutions are adopted by a majority of the votes of the Directors present or represented and, in case of a tie, the chairman or the person acting on behalf of the chairman shall have a casting vote. Details of the items discussed at meetings of the Board or its committees and decisions thereof, including any reservations or any dissenting opinions, shall be recorded in the minutes of such meetings provided that all the Directors present at the meeting sign the draft minutes prior to endorsement. Copies of the minutes shall be sent to the Directors following endorsement for their records. The minutes of the meetings or committees shall be kept with the secretary of the Board. If a Director refuses to sign the minutes, his or her refusal, with the reason for it, will be noted in the minutes.

Directors’ interests In the event that a Director has a conflict of interest with respect to a specific matter included in the agenda for consideration by the Board, the conflicted Director must disclose the interest to the Board and, if the Board determines such conflict of interest to be material, the conflicted Director may not vote on the matter in which he or she is conflicted.

Liability of the Board The Directors shall not be personally liable or obligated for the liabilities of the Company as a result of the performance of their duties, provided that the Directors have not exceeded their authority. The chairman and the Board shall be held liable towards the Company, shareholders and third parties for all acts of fraud, abuse of their delegated powers and for any breach of the Companies Law or the Articles.

Directors’ remuneration Pursuant to Article 118 of the Companies Law, the remunerations of Directors may not exceed 10 per cent. of the amount equivalent to the annual net profits of the Company after deducting depreciation, statutory reserve deduction and distribution of a dividend of at least 5 per cent. of the share capital of the Company to shareholders. Moreover, the Company may pay ancillary expenses or fees or a monthly salary in the amount fixed by the Board to any member if such a member works in any committee, exerts special efforts or undertakes additional duties for the Company beyond his or her normal duties as a Director

Liquidation rights The Company is incorporated for a 99 year term, which is renewable automatically for similar consecutive terms unless a resolution at an extraordinary general assembly is issued to dissolve the Company. The Company shall cease to exist upon the occurrence of any of the following events: (i) the expiration of the specified term of the Company, unless it is renewed in accordance with the provisions set out in the Articles; (ii) the issue of a resolution of the extraordinary general assembly to dissolve the Company; (iii) the fulfillment of the objectives for which the Company was established; and (iv) the merger of the Company with another company. In the event that the Company incurs losses amounting to at least half the capital of the Company, the Board shall call for an extraordinary general assembly to consider whether the Company should continue or be dissolved. Immediately upon the extraordinary general assembly approving the Company’s dissolution, the Company shall be considered to be in liquidation. The liquidation shall be performed by one or more liquidators appointed by the extraordinary general assembly with a simple majority vote required to approve such shareholder resolution. If the Company is liquidated pursuant to a court judgment, the court should specify the method of liquidation and appoint the liquidator.

96 The Company funds resulting from the liquidation should be distributed amongst the shareholders after settling the Company’s debts. Each shareholder shall, at the time of distribution, receive an amount equal to the value he or she had contributed to the share capital of the Company. Any remaining Company funds shall be distributed amongst the shareholders proportionately to their shareholding. If the net assets of the Company are insufficient to cover the payment of all the shareholders’ contribution to the share capital of the Company, the loss shall be distributed amongst them in proportion to their shareholding.

Notice of constitutive general assembly The notice set out below is relevant for all investors which have been allocated Shares. It calls for convening the Constitutive General Assembly Meeting at the date, time and place set out in the notice. All investors are entitled to attend and vote at such meeting. Any voting rights of any investor attending the Constitutive General Assembly meeting shall correspond to the number of Shares such investor receives following the allotment process.

Notice of Constitutive General Assembly Greetings, The founders of Dubai Parks and Resorts PJSC, a public joint stock company under incorporation in the Emirate of Dubai, UAE (the ‘‘Company’’), thank you for applying to purchase shares in the Company. The Founders’ Committee of the Company is pleased to invite you to attend the constitutive general assembly meeting to be held at 8:00am on Monday, the 8th of December 2014 in the Shangri-La Hotel, Sheikh Zayed Road, Dubai, Al Bader Ballroom. The legal quorum of the constitutive general assembly shall be reached with the attendance of shareholders, or their representatives, who hold 51% or more of the shares of the Company. The assembly shall be chaired by a person to be elected via the assembly from amongst the founders. If a legal quorum is not reached in the first constitutive general assembly meeting, the shareholders are invited to attend a second meeting in the same place and at the same time on Tuesday, the 9th December 2014. In the event that no legal quorum is reached for the second constitutive general assembly meeting, the shareholders are invited to attend a third meeting in the same place and at the same time on Wednesday, the 10th of December 2014. The agenda of the constitutive general assembly meeting shall be as follows: 1. Review and adopt the Founders’ Committee report on the incorporation procedures of the Company, and the related expenditures. 2. Approve the Memorandum of Association and Articles of Association of the Company. 3. Approve and adopt the appointment of the first Board of Directors of the Company for a term of three years, in accordance with Article 20 of the Articles of Association of the Company. 4. Approve the evaluation of in-kind shares. 5. Approve the appointment of the auditor for the Company, and determine its remuneration. 6. Announce the incorporation of the Company. All founders and all persons to whom shares in the Company have been allocated, shall be entitled to attend the meeting in person or through a legal representative, and to vote in the meeting. Each person shall have a number of votes equal to the number of shares that he owns, and in the event that a representative attends, then he/she must bring with him/her a written power of attorney authorizing him/ her to attend and vote on decisions on behalf of the principal shareholders (attached herewith is a sample power of attorney), noting that the power of attorney must be certified and notarized if the representative is not a shareholder. The representative may not be from amongst the members of the board of directors of the Company, and the number of shares which the representative holds on behalf of more than one shareholder may not exceed 5% of the share capital of the Company.

97 In the event any change occurs to the aforementioned, the same shall be announced in the local press following obtaining the approval of the Securities and Commodities Authority of the United Arab Emirates. Should you attend in person, kindly bring your proof of identification (passport, national identification or power of attorney) and if you are attending through an authorized representative, kindly ensure he/she brings with him/her a certified copy of your original passport and the original passport of your representative, in addition to a power of attorney notarized by a public notary. Kind regards,

The Founders’ Committee

Sample Power of Attorney Special power of attorney to attend and vote in the constitutive general assembly for Dubai Parks and Resorts (PJSC) (under incorporation): We/I, the undersigned do hereby delegate by virtue of this power of attorney Mr. (the ‘‘Attorney’’) to attend the constitutive general assembly for Dubai Parks and Resorts (PJSC) (under incorporation), on my behalf, and wherein, he shall have the right to vote on all resolutions and matters presented in said meeting, whether held on its set date or is postponed until a later date. The Attorney shall further have the right to sign on all resolutions and documents in this context. Signature: Mr.: Date:

98 MATERIAL CONTRACTS The following is a summary of certain terms of our material contracts. The following summaries do not purport to describe all of the applicable terms and conditions of such contracts and are qualified in their entirety by reference to the actual agreements. Under the Relationship Agreement, Meraas Holding has agreed to use reasonable efforts to procure the novation of each agreement summarised below to us.

INTELLECTUAL PROPERTY AGREEMENTS motiongate—DreamWorks Contract title: ...... Theme Park Uses Long Form License Agreement (for DreamWorks/Theme Park) Contract dated: ...... 2October 2014 Between:...... Motiongate LLC (Motiongate) and DreamWorks Subject matter:...... This agreement sets out the basis upon which Motiongate may use certain intellectual property rights relating to certain specified DreamWorks’ animated motion pictures in the context of a theme park in the UAE. Motiongate may use the themes, ideas, trademarks, trade names, logos, images, symbols, designs, all the music and other audio, visual, and other distinctive effects and other intellectual property associated with or used with the motion pictures that are or will be able to be licensed by DreamWorks for the Theme Park Uses (including, in respect of the DreamWorks branded portion of the theme park, related publicity and promotion, themed attractions (including character appearances, street entertainment, exhibits, rides, audio and lighting) and merchandising and food and beverage offerings). The relevant motion pictures comprise Shrek, How to Train Your Dragon, Kung Fu Panda, Madagascar and 12 other DreamWorks productions, as well as certain productions developed by DreamWorks during the term of the agreement. Term:...... The term comprises a Pre-Opening Phase (from 13 November 2011 to the opening of the theme park) and a Grand Opening and Operating Phase (anticipated to commence on 1 April 2016 and end on 31 March 2026, or as otherwise agreed). The agreement also provides that the Grand Opening and Operating Phase may be renewed, subject to the parties’ further agreement as to business terms, for an additional five year period. Exclusivity: ...... Motiongate shall have exclusive rights to the use and exploitation of the licensed rights in respect of Theme Park Uses in the GCC. DreamWorks retains the right to conduct its normal business in the licensing and promotional arenas outside of theme parks in the Territory (as defined in this agreement). Consideration payable: .... Creative services fees for DreamWorks consultancy during the Pre-Opening Phase through to the Grand Opening; theme park admission royalties, merchandise revenue, food and beverage revenue and sponsorship fees during the Grand Opening and Operating Phase. Termination rights:...... DreamWorks may terminate if: (i) there is a material breach by Motiongate of any obligation under the agreement, and such breach, if capable to be remedied, is not remedied within 30 calendar days after notice from DreamWorks to Motiongate; (ii) Motiongate fails to comply with an arbitration award rendered as a result of breach of the agreement, and ratified by competent court; (iii) an Arbitrator finds that Motiongate has failed to comply with material payment obligations on at least two occasions within a two year period; (iv) Motiongate files a bankruptcy petition or is adjudged bankrupt, or the like; (v) Motiongate fails to have control of the site for the Theme Park, or rights/permits necessary to construct or operate the Theme Park; (vi) Motiongate ceases to exist, Theme Park is closed for significant periods of time (other than due to a force majeure event),

99 Theme Park is closed for 90 days (cumulative) in any 12 month period due to reasons within Motiongate’s control, Theme Park is ready for opening but remains closed for more than 180 days due to unavailability of financing required to support commencement of operations; (vii) Theme Park or site is not compliant with applicable environmental laws and not otherwise suitable for construction and operation of the Theme Park and Motiongate fails to remedy such non-compliance within the period specified; (viii) Theme Park is not open to the general public on the completion date provided for in Motiongate’s final construction program (anticipated at 1 April 2016) solely as a result of its own failure; and (ix) Motiongate misses agreed milestone dates for the Theme Park, solely as a result of its own failure. Governing law: ...... California. motiongate—Sony Pictures Contract title: ...... License Agreement (together with certain associated, amending agreements) Contract dated: ...... 1 February 2012 Between:...... Dubai Adventure Studios (Meraas Leisure; Dubai Adventure Studios is a former name of Meraas Leisure and Entertainment LLC) and Sony Pictures. This contract was novated to the Company on 16 October 2014. Subject matter:...... This agreement sets out the basis upon which Meraas Leisure may use eight Sony Pictures’ theatrical motion pictures, and the themes, ideas, marks, trade names, logos, images, symbols, designs, elements, visual elements, other distinctive elements associated with or used in connection with such motion pictures, including (to the extent that Sony Pictures’ rights permit) the use of clips and other musical, audio and/or video content from the motion pictures, in the context of theme park attractions and related concept stores. The relevant motion pictures comprise The Smurfs and Smurfs 2, Cloudy with a chance of Meatballs 2, Hotel Transylvania, Ghost Busters, Zombieland, Green Hornet and Underworld Awakening. Term:...... The term of the agreement commences on 1 February 2012 and ends on 31 August 2024, extendable to 31 August 2029 at the option of Meraas Leisure. Exclusivity: ...... Sony Pictures shall not, during the term of the agreement, grant to any third party the right to develop, market, manufacture or operate any theme park attractions based on the licensed motion pictures in the GCC. This provision shall not prevent Sony Pictures from conducting temporary or occasional promotional or marketing activities in the GCC. Consideration payable: .... The consideration comprises specified minimum guarantee payments throughout the term and royalties for admission ticket sales and merchandise revenue (including food and beverage revenue), calculated as a percentage of the relevant revenue. Royalties will be paid after deduction in respect of minimum guarantee payments already made. Termination rights:...... If either party is in material breach of its obligations under the agreement, and the breach is not cured as provided in the agreement, the other party may terminate the agreement by written notice. Additionally, Sony Pictures may terminate immediately, at its option, in the event of certain insolvency events affecting Meraas Leisure. Governing law: ...... California LEGOLAND Dubai Contract title: ...... Development and Management Agreement (for LEGOLAND Dubai) (together with certain associated, amending and novation agreements)

100 Contract dated: ...... 1 May 2008 Between:...... Tatweer Dubai LLC (Tatweer Dubai) and Merlin Entertainments. This contract was novated to the Company on 30 October 2014. Subject matter:...... This agreement sets out the basis upon which Meraas Malls & Hospitality LLC (the current party to the contract in place of Tatweer Dubai) is entitled to develop and operate a LEGOLAND branded theme park in Dubai. The agreement sets out the terms upon which LEGO related intellectual property rights may be used, protected and enforced, in respect of the Dubai Park (the term used in the contract to describe Dubai Parks and Resorts), as well as the permitted merchandising in Dubai Park. Pursuant to the agreement, Merlin Entertainments will provide consultancy services with regard to the theme park design and construction and the agreement also provides the basis for Merlin Entertainments to provide operating services through the theme park operating company. Term:...... From 1 May 2008 until the 25th anniversary of the official opening to fee-paying customers of Dubai Park. Exclusivity: ...... Merlin Entertainments agrees that it shall not otherwise use or grant any right to any member of its group or any other person to use LEGO and LEGOLAND intellectual property rights in connection with any other theme parks in the Exclusive Territory. The Exclusive Territory is the UAE, Saudi Arabia, Oman, Yemen, Qatar, Bahrain, Kuwait, Jordan, Syria, Lebanon, Algeria, Cyprus, Egypt, Tunisia, Libya, Malta and Morocco. Consideration payable: .... Consultant fees relating to the consultancy services prior to the official opening to fee-paying customers; development fees over approximately an eight year period from 1 May 2008; a fixed operating fee and monthly revenue share relating to operating services based on a percentage of Dubai Park’s revenue. Termination rights:...... The agreement will terminate immediately in the event that certain related licensing agreements are terminated. Additionally, the agreement may be terminated by either party immediately upon notice in the event that (i) the other party has committed a material breach and (where capable of remedy) has failed to remedy such breach within 45 days’ of receipt of notice to do so; (ii) an insolvency event occurs; (iii) the other party has been affected for a period of 365 days or more by a force majeure event which has substantially and adversely affected the performance of its obligations; or (iv) the use of the subject intellectual property rights infringes a third party’s intellectual property rights to such an extent as to substantially and adversely affected the operation of Dubai Park. Further, if there is a change in control of Merlin Enterprises, whereby Merlin Enterprises becomes controlled by any of certain competitors of Meraas Malls & Hospitality LLC, then such change in control may, if it is not handled in the manner prescribed in the agreement, be treated as a material breach and a basis for termination. Governing law: ...... England and Wales Bollywood Parks—Skye Entertainment Contract title: ...... Theme Park Uses Agreements Contract dated: ...... Various dates from 30 May 2012 to 2 June 2013 Between:...... Meraas Leisure and Skye Entertainment. These contracts were novated to the Company on 27 October 2014.

101 Subject matter:...... These agreements set out the basis upon which Meraas Leisure is entitled to exploit various licensed rights relating to certain Bollywood films. The relevant films include: • Dil Chahta Hai, Laksyha, Don, Honeymoon Travels, Luck by Chance, Rock On, Karthik Calling Karthik, Game, Zindagi Na Milegi Dobara and Don2 (ultimately under licence from Excel Entertainment Pvt. Ltd.) Meraas Leisure has drafted an amendment that removes the requirement for a long form agreement, and this amendment is currently under execution. • Ra One (ultimately under licence from Red Chillies Entertainment Pvt. Ltd.); • Mughal-e-Azam (ultimately under licence from Sharpoorji Pallonji Co., Ltd.); • Krrish (ultimately under licence from Filmkraft Productions (I) Pvt., Ltd.); • Lagaan (ultimately under licence from Amir Khan Productions Private Limited); • Dabangg (ultimately under licence from Arbaaz Khan Productions Pvt., Ltd.); and • Sholay (ultimately under licence from Global Picture Services FZ LLC). The licensed rights include logos, trade names, trademarks, copyrights and other intellectual property rights that are associated with the motion pictures, but exclude the music rights of such motion pictures. Skye Entertainment’s rights to license the licensed rights are based on corresponding agreements between Skye Entertainment and the relevant rights holders named above. Term:...... The terms of each agreement comprise a Pre-Opening Phase (from execution of the agreement to the opening of the theme park) and a Grand Opening and Operating Phase (running for a period of ten years). Exclusivity: ...... During the term of each agreement, the parties agree that Meraas Leisure shall have exclusive rights to use and exploit the licensed rights in connection with any theme parks in the GCC. Consideration payable: .... The consideration comprises a fixed fee, an annual minimum guarantee and royalties in respect of merchandise revenue, food revenue and, in one instance, ticket revenue, in each case based upon a percentage of the relevant revenue. The royalties will be paid after deduction in respect of any minimum guarantee payments already made. Termination rights:...... If either party is in material breach of any obligations under an agreement, and such breach (if capable of being remedied) is not remedied within a defined period, the non-defaulting party may terminate the agreement by notice. Each agreement typically indicates that the opening of the theme park is expected to be 1 April 2017, although if the opening does not occur by the cut-off dates specified (typically 31 August 2017 but, in some cases, 1 October 2017), the agreement will automatically terminate. Governing law: ...... England and Wales Bollywood Parks—Super Cassettes Industries Limited Contract title: ...... License Agreement Contract dated: ...... 16 February 2014 Between:...... Meraas Leisure and Super Cassettes Industries Limited (Super Cassettes). This contract was novated to the Company on 27 October 2014.

102 Subject matter:...... The agreement sets out the basis upon which Meraas Leisure is entitled to use certain sound recordings relating to cinematographic films, and related audio visuals, at a theme park relating to Bollywood films located in the UAE. The licensed content includes a catalogue of 500 songs (400 existing, and 100 from forthcoming films during each year of the term of the agreement), as well as specific trademarks of Super Cassettes. The agreement enables Meraas Leisure to use music associated with Bollywood films, such rights being specifically excluded from the licences relating to Bollywood film content that Meraas Leisure has separately entered. The rights licensed include the right to publicly perform and to broadcast the licensed content within the theme park, as well as the right to remix and edit, to synchronise the licensed content with any attractions, rides and live performances, and to use the licensed content for promotional purposes on media such as the internet, television and radio and at concept stores associated with the theme park. Term:...... The term of the agreement commences on 16 February 2014 and remains in force for the period of ten years from the opening date of the theme park, unless renewed for further periods upon the agreement of the parties. Exclusivity: ...... UAE Consideration payable: .... The consideration comprises a specified minimum guarantee per year for a minimum of 500 songs. Additional songs can be added in blocks of 25, subject to payment of an additional per song licence fee as specified in the agreement. Termination rights:...... If either party is in material breach of the agreement (including, licensee’s failure to pay the licence fee and/or exploitation of certain excluded rights; and licensor’s failure to provide the licensed content in a timely manner), and the breach is not remedied within 30 days after notice of it, the non-breaching party may terminate the agreement. Additionally, Meraas Leisure may terminate upon 30 days’ written notice, with no entitlement to a refund of any licence fees already paid. Governing law: ...... England and Wales

OPERATOR CONTRACTS motiongate Contract title: ...... Management Agreement—Dubai Adventure Studios Park Contract dated: ...... 9 October 2013 Between:...... Meraas Leisure, Parques Reunidos and MGATE Operations LLC (OpCo). This contract was novated to the Company on 27 October 2014. Subject matter:...... The agreement sets out the basis on which Parques Reunidos will operate and manage motiongate on behalf of OpCo. Among other things, Parques Reunidos shall be responsible for ensuring that motiongate is fully operational in all material respects, is operated in accordance with applicable laws/regulations as well as local market demand and local culture, and that all attractions are maintained and operated to the safety standards applied in similar parks in Parques Reunidos’ portfolio. The role of OpCo shall include monitoring customer satisfaction, receiving all revenue generated by motiongate and employing and training all staff required to operate and maintain motiongate. motiongate shall be operated and managed by OpCo subject to the exclusive guidance and direction of Parques Reunidos. Term:...... The term of the agreement runs from 9 October 2013 to and including the day falling 10 years after the date on which the motiongate theme park is officially opened to the fee-paying public unless the agreement is

103 terminated earlier in accordance with its terms. The agreement also provides for an expectation that, 12 months prior to the end of the term, the parties will negotiate in good faith for the continued appointment of Parques Reunidos as the operator of motiongate Park. Non-compete:...... Parques Reunidos may not, during the term of the agreement, enter into any negotiation, agreement or similar arrangement with any party other than Meraas Leisure or OpCo in relation to any theme park, water park or similar project within the UAE, without Meraas Leisure’s prior written consent. Consideration payable: .... OpCo shall pay to Parques Reunidos a fixed operating fee (quarterly) in addition to variable fees (calculated at varying percentages on the basis of the quarterly revenue generated by the motiongate theme park). Termination rights:...... Meraas Leisure may terminate the agreement by giving not less than three months’ written notice to Parques Reunidos, such notice not to be served within 12 months of the opening of the theme park. However, in such case Meraas Leisure will remain liable to pay to Parques Reunidos the fees which would have been due under the agreement from the termination date until its scheduled end date. Either party may terminate the agreement upon 90 days’ written notice if the other party (a) commits a material default (which the defaulting party fails to remedy within 60 days of being required in writing to do so) or (b) experiences certain defined insolvency events. However, any termination notice given for these reasons shall not result in a termination of the agreement if a bona fide dispute has arisen between the parties and has been submitted to arbitration. Governing law: ...... England and Wales Bollywood Parks Contract title: ...... Management Agreement Contract dated: ...... 27 April 2014 Between:...... Meraas Leisure and Parques Reunidos. This contract was novated to the Company on 27 October 2014. Subject matter:...... The agreement sets out the basis on which Parques Reunidos will operate and manage Bollywood Parks on behalf of OpCo, being a subsidiary of Meraas Leisure to be incorporated. Once OpCo is incorporated, Parques Reunidos and Meraas Leisure shall sign an addendum to the agreement pursuant to which OpCo will become a party to it. Until OpCo becomes a party to the agreement, Meraas Leisure shall be directly responsible for OpCo’s obligations under the agreement. Pursuant to the agreement, Bollywood Parks shall be operated and managed by OpCo subject to the exclusive guidance and direction of Parques Reunidos. Among other things, Parques Reunidos shall be responsible for ensuring that Bollywood Parks is fully operational in all material respects, is operated in accordance with applicable laws/ regulations as well as local market demand and local culture, and that all attractions are maintained and operated to the safety standards applied in similar parks in Parques Reunidos’ portfolio. The role of OpCo shall include monitoring customer satisfaction, receiving all revenue generated by Bollywood Parks, and employing and training all staff required to operate and maintain Bollywood Parks. Term:...... The term of the agreement runs from 27 April 2014 to and including the day falling 36 months after the date on which Bollywood Parks is first officially opened to the fee-paying public, provided that where such date falls part way through a calendar quarter, the term shall be extended to the

104 last day of the calendar quarter, and save where the agreement is terminated earlier in accordance with its terms. Non-compete:...... Parques Reunidos may not, during the term of the agreement, enter into any negotiation, agreement or similar arrangement with any party other than Meraas Leisure or OpCo in relation to any theme park, water park or similar project within the UAE, without the prior written consent of Meraas Leisure. Consideration payable: .... OpCo shall pay to Parques Reunidos a fixed operating fee (quarterly) in addition to variable fees calculated at varying percentages on the quarterly revenue generated by Bollywood Parks. Termination rights:...... Meraas Leisure may terminate the agreement by giving not less than three months’ written notice to Parques Reunidos, such notice not to be served within 12 months of the opening of Bollywood Parks. However, in such a case Meraas Leisure will remain liable to pay to Parques Reunidos the fees which would have been due under the agreement from the termination date until its scheduled end date. Either party may terminate the agreement upon 90 days’ written notice if the other party (a) commits a material default (which the defaulting party fails to remedy within 60 days of being required in writing to do so) or (b) experiences certain defined insolvency events. However, any termination notice given for these reasons shall not result in a termination of the agreement if a bona fide dispute has arisen between the parties and has been submitted to arbitration. Governing law: ...... England and Wales Hotel Lapita Contract title: ...... Management Agreement (as amended by way of side letter), License and Royalty Agreement, International Services Agreement and Technical Services Agreement Contract dated: ...... 17 June 2014 Between:...... Meraas Estates and the companies of Marriott group (Luxury Hotels International Lodging Ltd, Global Hospitality Licensing S.A.R.L., Marriott International Design & Construction Services, Inc) (Marriott). This contract was novated to the Company on 30 October 2014. Subject matter:...... The Management Agreement sets out the basis upon which Marriott is entitled to manage and operate Hotel Lapita under the Autograph Collection brand on the basis that the hotel is to be constructed, equipped and furnished by Meraas Estates by 1 April 2018. The set of agreements signed along with the Management Agreement set out the terms upon which Marriott renders a range of consulting services to Meraas Estates at the construction stage of the hotel, grants a licence for the use of the Autograph Collection trademarks and renders a range of marketing and advertising services for the promotion of the hotel. As a result, upon completion of construction, Hotel Lapita shall be operating as an upscale four-star hotel in accordance with the brand standards and know-how of Marriott Group. Term:...... 20 years from the official opening of Hotel Lapita, and two renewal terms— each for 10 years Non-compete:...... Without Meraas Estates’ prior consent, which may be withheld in its sole discretion, Marriott may not open another hotel branded as ‘‘Autograph Collection’’ and with a predominant movie or cartoon related theme, within the restricted area shown on the map attached to the Management Agreement, from the Effective Date (being the date of the agreement) to the earliest of (i) the tenth anniversary of the opening of the hotel,

105 (ii) 18 months from the Effective Date if the start of construction of the hotel has not occurred by then, (iii) 1 January 2017 if the hotel opening has not occurred by then, and (iv) termination of the Management Agreement. Consideration payable: .... The main payments in favour of Marriott Group are: a management fee based on hotel gross revenue; a base royalty calculated based on hotel gross revenue; an incentive royalty calculated based on hotel operating profit depending on the operating profit margin; and a marketing fund contribution expressed as percentage of gross revenue to reimburse Marriott for all costs associated with its international marketing activities in relation to the hotel. Termination rights:...... A non-defaulting party may terminate the Management Agreement only if an Event of Default has a material adverse effect on the non-defaulting party. The following Events of Default are deemed to have a material adverse effect on the non-defaulting party: • certain insolvency events; • any impermissible sale of the hotel; • If Meraas Estates, or any of its defined related parties is or becomes a Restricted Person (as defined in the agreement); and • if Meraas Estates’ fails to meet certain defined construction milestones. Certain other events under the Management Agreement (such as non-payment and non-performance of covenants which is not cured within a defined time limit) and certain events under the related agreements may also be deemed to have a material adverse effect on the non-defaulting party. Meraas Estates may terminate the Management Agreement if the hotel manager fails the performance test (as defined in the agreement). All related agreements have similar termination provisions and each will be automatically terminated if the Management Agreement is terminated prematurely for any reason. Governing law: ...... England and Wales

106 CONSTRUCTION AND CONSULTANCY CONTRACTS The following is a summary of certain construction and consultancy contracts, including certain ride agreements, that that Company considers material to the Project.

Consultancy services—Samsung C&T Contract title: ...... Consultancy Services Agreement (for Programme Management Services) Contract dated: ...... 12 April 2013 Between:...... Meraas Development LLC (Meraas Development) and Samsung C&T. This contract was novated to the Company on 27 October 2014. Subject matter:...... This agreement sets out the basis upon which Samsung C&T is to act on behalf of and assist Meraas Development in managing all activities undertaken by Meraas Development’s contractors so that the infrastructure, motiongate, LEGOLAND Dubai, Bollywood Parks, Hotel Lapita and Riverpark projects at Dubai Parks and Resorts progress within the agreed timelines. Term:...... The services are to be provided from 12 April 2013 until 12 January 2016. Consideration payable: .... A fixed fee. Termination rights:...... Meraas Development has customary rights of termination, including by notice or for Samsung C&T’s material breach of the agreement or its insolvency. Samsung C&T may suspend and then terminate the services in the event of non-payment of an amount due. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE. Consultancy services—Hill International Contract title: ...... Short Form Consultancy Services Agreement (for the Show, Rides and Construction Management Consultancy Services) Contract dated: ...... 20 August 2014 Between:...... Meraas Leisure, as the agent of Meraas Hospitality & Retail LLC (Meraas Hospitality) and Hill International. This contract was novated to the Company on 27 October 2014. Subject matter:...... This agreement sets out the basis upon which Hill International is to provide show rides and construction management consultancy services (in conjunction with Samsung C&T) on the show and ride components at Dubai Parks and Resorts, including motiongate, LEGOLAND Dubai, Bollywood Parks, Hotel Lapita and Riverpark. Hill International is also to provide services for the Citywalk theme park. Term:...... The Services are to be provided until 28 February 2017. Consideration payable: .... A fixed fee. Termination rights:...... Meraas Leisure has customary rights of termination, including by notice or for Hill International’s material breach of the agreement or its insolvency. Hill International may suspend and then terminate the services in the event of non-payment of an amount due. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE Infrastructure works Contract title: ...... Lump Sum Construction Contract (for in-parks primary infrastructure works) Contract dated: ...... 4 June 2014

107 Between:...... Meraas Leisure, as the agent of Meraas Hospitality, and ARCO General Contracting (ARCO). This contract was novated to the Company on 27 October 2014. Subject matter:...... This agreement sets out the basis upon which ARCO is to construct and complete the general infrastructure and enabling works, including sewage works, electricity services, district cooling networks, roads and pavements and site hoarding and offices for LEGOLAND Dubai, Bollywood Parks, Hotel Lapita and Riverpark. Term:...... The works are to be executed and completed between 1 April 2014 and the date that is the latest of: • 147 days after 1 April 2014; • 175 days after Meraas Leisure gives an instruction to ARCO proceed with the infrastructure works for Bollywood Parks; • 152 days after Meraas Leisure gives an instruction to ARCO proceed with the infrastructure works for Hotel Lapita; and • 151 days after Meraas Leisure gives an instruction to ARCO to proceed with the infrastructure works for Riverpark. Consideration payable: .... A fixed price contract. Termination rights:...... Meraas Leisure has customary rights of termination, including by notice. ARCO’s rights of termination are limited to the non-payment of amounts due as well as prolonged suspension of work. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE. Utility construction contract Contract title: ...... Lump Sum Construction contract (for the design and build of the 132/11kv theme park substation) Contract dated: ...... 9 December 2013 Between:...... Meraas Development and Emirates Trading Agency (ETA) LLC (ETA). This contract was novated to the Company on 27 October 2014. Subject matter:...... This agreement sets out the basis upon which ETA is to design, construct and complete an electricity substation for Dubai Parks and Resorts. Term:...... The works are to be designed, executed and completed by 2 June 2015. Consideration payable: .... A fixed price contract. Termination rights:...... Meraas Development has customary rights of termination, including by notice. ETA’s rights of termination are limited to the non-payment of amounts due as well as prolonged suspension of work. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE

Construction contract—motiongate Contract title: ...... Lump Sum Construction Contract (Main Contractor for the construction of DreamWorks Box for motiongate Park) Contract dated: ...... 26October 2014 Between:...... Motiongate LLC (Motiongate) and Laing O’Rourke Middle East Holdings Ltd—Dubai Branch (Laing). Subject matter:...... This agreement sets out the basis upon which Laing is to construct, commission, test and complete the DreamWorks Box, including the substructure, superstructure, fa¸cade, roof, MEP, ride installation and fit-out works.

108 Term:...... The works are to be executed and completed between 31 August 2014 and 2 May 2016 and in accordance with the Milestone Dates (as defined in the agreement). Consideration payable: .... A fixed price contract. Termination rights:...... Motiongate has customary rights of termination, including upon notice. Laing’s rights of termination are limited to the non-payment of amounts due, as well as prolonged suspension of work. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE. Design consultancy services—motiongate Contract title: ...... Consultancy Services Agreement (for Lead Design Consultancy Services Package—Stage 2) Contract dated: ...... 26 June 2014 Between:...... Meraas Development and Gensler. This contract was novated to the Company on 6 November 2014. Subject matter:...... Under this agreement, Gensler is responsible for producing the detailed design, tender and construction documents for the construction of the DreamWorks facility, Studio Central, Sony Cloudy with a Chance of Meatballs Restaurant, Sony Retail Facility, Back of House buildings and the remaining motiongate facilities. Term:...... The services are to be provided until 15 March 2015. Consideration payable: .... A fixed fee. Termination rights:...... Meraas Development has customary rights of termination, including by notice or for Gensler’s material breach of the agreement or its insolvency. Gensler may suspend and then terminate its services in the event of non-payment of an amount due. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE Ride agreement—motiongate Contract title: ...... Ride Agreement (for Madagascar Mad Pursuit and Smurf Express rides) Contract dated: ...... 22 July 2014 Between:...... Meraas Leisure, as the agent of Meraas Hospitality, and Gerstlauer Amusement Rides GmbH (Gerstlauer). This contract was novated to the Company on 27 October 2014. Subject matter:...... This agreement sets out the basis upon which Gerstlauer is to design, fabricate, ship and install the Madagascar Mad Pursuit and Smurf Express rides for the motiongate theme park. Delivery Programme: ..... The projected delivery programme runs from the execution of the agreement until commissioning and final acceptance (certification) by a third-party verifier that the rides comply fully with the regulatory requirements. The latest date for final acceptance is projected to be 15 April 2016. Consideration payable: .... A fixed price contract. Termination rights:...... Meraas Leisure has customary rights of termination, including for Gerstlauer’s material breach of the agreement or its insolvency. Gerstlauer may terminate the agreement in the event of Meraas Leisure’s insolvency. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE.

109 Consultancy services—LEGOLAND Dubai Contract title: ...... Consultancy Services Agreement (for Lead Consultancy Services) Contract dated: ...... 18 December 2013 Between:...... Meraas Leisure, as the agent of Meraas Hospitality and Forrec. This contract was novated to the Company on 27 October 2014. Subject matter:...... This agreement sets out the basis upon which Forrec is responsible for producing the detailed design, tender and construction documents and post contract administration and construction supervision services for LEGOLAND Dubai. Term:...... The services are to be provided from 11 September 2013 for an unspecified period, although the projected completion date for site supervision in the project programme is 1 October 2015 Consideration payable: .... A fixed fee. Termination rights:...... Meraas Leisure has customary rights of termination, including by notice or on account of Forrec’s material breach of the agreement or its insolvency. Forrec may suspend and then terminate the services in the event of non-payment of an amount due or Meraas Leisure’s insolvency Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE. Construction contract—LEGOLAND Dubai Contract title: ...... Lump Sum Construction Contract (for LEGOLAND Main Contract Package 2—LEGO City, Create, Kingdom & Back of House) Contract dated: ...... 3November 2014 Between:...... LL Dubai Theme Park LLC (Dubai Theme Park) and Belhasa Six Construct, Orascom Construction Industries Joint Venture (JVBO). Subject matter:...... This agreement sets out the basis upon which JVBO is to construct, commission, test and complete the sub-structure, superstructure, building envelope, mechanical, electrical and plumbing works and finishes for LEGO City, Create, Kingdom and Back of House for LEGOLAND Dubai. Term:...... The works are to be executed and completed between 1 July 2014 and 31 December 2015 i.e., 549 days from the Commencement Date. Consideration payable: .... A fixed price contract. Termination rights:...... Dubai Theme Parks has customary rights of termination, including termination at its convenience. JVBO’s rights of termination are limited to the non-payment of amounts due as well as prolonged suspension of work. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE. Ride agreement—LEGOLAND Dubai Contract title: ...... Ride Agreement (for Caterpillar, Lost Kingdom, Tea Cups and Atlantis rides) Contract dated: ...... 17 December 2013 Between:...... Meraas Leisure, as the agent of Meraas Hospitality, and Mack Rides. This contract was novated to the Company on 22 October 2014. Subject matter:...... This agreement sets out the basis upon which Mack Rides is to design, fabricate, ship and supervise the installation of the Caterpillar, Lost Kingdom, Tea Cups and Atlantis rides. Meraas Leisure is to provide the labour, equipment and materials to install the rides under Mack Rides’ supervision.

110 Delivery Programme: ..... The projected delivery programme runs from the execution of the agreement until commissioning and final acceptance (certification) by a third-party verifier that the rides comply fully with the regulatory requirements. The latest date for final acceptance is projected to be 2 July 2015. Consideration payable: .... A fixed price contract. Termination rights:...... Meraas Leisure has customary rights of termination, including by notice or for Mack Rides’ material breach of the agreement or its insolvency. Mack Rides may terminate the agreement in the event of Meraas Leisure’s insolvency or if it fails to remedy a material breach of the agreement. Governing law: ...... England and Wales Ride agreement—Bollywood Parks Contract title: ...... Ride Agreement (for 4D Theatre RA One) Contract dated: ...... 20 March 2014 Between:...... Meraas Leisure, as the agent of Meraas Hospitality and Simworx. This contract was novated to the Company on or around 14 November 2014. Subject matter:...... This agreement sets out the basis upon which Simworx is to design, fabricate, ship and install the RA One multi-sensory theatre attraction ride. Meraas Leisure is to provide equipment and materials to assist Simworx in its installation of the rid Delivery Programme: ..... The projected delivery programme runs from the execution of the agreement until commissioning and final acceptance (certification) by a third-party verifier that the installed ride complies fully with the regulatory requirements, which is projected to be 15 August 2015. Consideration payable: .... A fixed price contract. Termination rights:...... Meraas Leisure has customary rights of termination, including for Simworx’s material breach of the agreement or its insolvency. Simworx may terminate the agreement in the event of Meraas Leisure’s insolvency. Governing law: ...... Dubai and, to the extent applicable, the Federal laws of the UAE COMMITTED FACILITY Contract title: ...... Conventional term facility and Islamic Murabaha facility Goldman Sachs has structured and led a U.S.$1.15 billion (AED 4.2 billion) financing for the Company which is fully underwritten by Goldman Sachs, Abu Dhabi Commercial Bank, Commercial Bank International, Emirates NBD and Noor Bank PJSC (together, the Financing Banks). The Financing Banks will be launching a general syndication to international and regional banks. Contract dated: ...... 9November 2014 Between:...... The Company, Meraas Holdings and Meraas Leisure (the Parent Guarantors), certain subsidiaries of the Company (the Subsidiary Guarantors) and Goldman Sachs, Abu Dhabi Commercial Bank PJSC, Commercial Bank International PSC and Emirates NBD Capital Limited, as Mandated Lead Arrangers and Joint Underwriters. Subject matter:...... The facilities are split into two tranches (U.S. dollar and AED) with an aggregate principal amount equivalent to approximately U.S.$1.15 billion (AED 4.2 billion). The facilities consist of a conventional term loan facility and an Islamic Murabaha facility. The facilities are subject to conditions to drawing, including that the Offering has been completed and customary conditions for facilities of this type.

111 The facilities may be used towards financing the costs, expenses and liabilities accrued by the Company and its Subsidiary Guarantors (the Project Obligors) prior to the project completion date (as such term is used in the facility documents) (the Project Costs). Term:...... The facilities are repayable in 36 quarterly instalments, beginning on 30 September 2017 and matures on 30 June 2026. Interest provisions:...... Drawings under the facilities will carry interest at LIBOR (in relation to U.S. dollar tranches) or EIBOR (in relation to the AED tranches) plus a margin which varies for each tranche. Construction risk guarantee and release of Parent Guarantors: ...... The Parent Guarantors guarantee construction risk, and they are required to inject (or procure the injection of) further equity by way of share capital or subordinated shareholder loans in the event that there are cost overruns, there are insufficient funds to pay scheduled amounts due and payable under the facilities documents or on the Guarantee Backstop Date, being 31 December 2020 or the Project consolidated total net debt to Project consolidated EBITDA ratio (the Leverage Ratio) does not meet a pre- agreed target. The Parent Guarantors may be released as guarantors under the facilities if certain conditions are satisfied. The Subsidiary Guarantors remain guarantors for the life of the facilities. Financial testing:...... The Company and the Subsidiary Guarantors are periodically required to meet certain ratio tests under the financial covenants set out in the facilities documents. In relation to the Company and the Subsidiary Guarantors, these include: • the Leverage Ratio is required to fall within a specified range during the life of the facilities; • a Project debt service cover ratio (DSCR) that is required to be at or above a defined level; and • maintaining the Project group’s consolidated tangible net worth at or above a defined amount. In addition, Meraas Holding is also periodically required to meet certain ratio tests under the financial covenants for so long as it remains a guarantor (see ‘‘Construction risk guarantee and release of Parent Guarantors’’ above). These include: • a consolidated total debt to consolidated tangible net worth ratio that is required to be below a defined level; and • maintaining the Parent Group’s consolidated tangible net worth at or above a defined level. Distributions and excess cash flow:...... The terms of the facilities provide for certain limitations on the ability of the Project Obligors to pay distributions and dividends. These limitations do not apply to (a) the transfer of Ordinary Shares in order to give effect the Offering; and (b) any payment by the Company using funds standing to the credit of any distributions account. Where there is excess cash, the Company is required to use a defined percentage of that excess cash to prepay drawings under the facility. The defined percentage varies based on the level at which the Company meets the Leverage Ratio, such that if the Leverage Ratio is close to the higher end of its required range all the excess cash is required to be used to prepay drawings whereas the closer the Leverage Ratio is to the lower end of its range, the greater the percentage of excess cash that can be credited to the distributions account and so be available for distributions and dividends.

112 Notwithstanding the above, transfers to the distributions account will also be blocked for a defined period if the Company fails to achieve a defined level of DSCR and may, in the case of prolonged non-achievement, be required to prepay drawings under the facility. Change of control: ...... The Company will be required to prepay the facility, in full, in the event of a change of control, as defined in the agreement. Transaction security:...... The facility is secured by a range of mortgages over property owned by the Company, security over bank accounts, assignments of certain contracts, rights to receivables and intra-group loans and pledges over shares in the Subsidiary Guarantors. The security described above is expressed to be enforceable in the event of the occurrence of an event of default (which is continuing) set out under the provisions governing the facility (which include non-payment, breach of financial covenants, cross default and other events that are usually included in LMA based facilities). Governing law: ...... The facility agreement will be governed by English law. The security will be governed by English law or, where appropriate, UAE law.

113 UAE TAXATION The following comments are general in character and are based on the current applicable tax regime in the UAE and the current practice of the UAE authorities as at the date of this document. The comments do not purport to be a comprehensive analysis of all the tax consequences applicable to all types of shareholders and do not relate to any taxation regime outside the UAE. Each shareholder is responsible for its own tax position and, if you are in any doubt as to your own tax position, you should seek independent professional advice without delay. There is no corporate tax legislation at the federal UAE level. However, corporate tax legislation has been enacted in some of the Emirates (including Dubai) through their own decrees. These tax decrees are currently only enforced on foreign oil companies and branches of foreign banks. However, it should be noted that there is no guarantee that tax will not be enforced on other corporate entities at some time in the future since there is no specific legislation that grants an exemption from tax to entities which are not foreign oil companies and branches of foreign banks. In accordance with the above practice, the Company is not currently subject to corporate income tax in the UAE. There is currently no personal tax levied on individuals in the UAE. Completion of the Offering is likely to be characterised for UAE tax purposes as a purchase of Shares by the shareholders. If a shareholder is tax resident outside the UAE and/or is subject to tax in another jurisdiction, the Offering may be characterised differently and may be subject to tax in that other jurisdiction. Based on the tax practice within the UAE outlined above, the purchase of Shares should not result in any UAE tax liabilities for shareholders who are individuals or corporations tax resident in the UAE, provided they are not subject to the tax in the UAE by virtue of them being a foreign oil company or branch of a foreign bank. Non-UAE tax residents, or dual tax residents, individuals and corporations, may be subject to taxation in jurisdictions outside the UAE with respect to the ownership of, or income derived in connection with, the Shares based on local tax regulations. Based on the same principles as outlined above, UAE resident shareholders who are not subject to tax in the UAE or jurisdictions outside the UAE (both corporate and individual), should not currently be taxed on the receipt of dividend income and gains on the future sale of the Shares. Shareholders who are subject to tax in the UAE by virtue of being a foreign oil company or branch of a foreign bank, or tax resident in jurisdictions outside the UAE, as well as shareholders tax resident in the UAE but also subject to tax in jurisdictions outside the UAE (both corporate and individual), should consult their own tax advisers as to the taxation of dividend income and gains on the future sale of the Shares under the relevant applicable local laws in those jurisdictions. There is currently no withholding tax in the UAE and, accordingly, any dividend payments made by the Company should be made free of UAE withholding tax, unless the applicable tax regime in the UAE changes.

114 SUBSCRIPTION AND SALE We and the Managers intend to enter into the Underwriting Agreement with respect to the Shares being offered in the Qualified Institutional Offering. Subject to the satisfaction of certain conditions to be set out in the Bookrunners Agreement (described below), each Manager will agree, in each case, severally but not jointly (a) to procure purchasers for a certain number of Shares and (b) procure payment by the purchasers for, and failing which to pay themselves for, such certain number of Shares.

UNDERWRITING AGREEMENT In the Underwriting Agreement, the Company will make certain representations and warranties and will agree to indemnify the several Managers against certain liabilities. The Managers are offering the Shares in the Qualified Institutional Offering, subject to certain customary conditions, including the validity of the Shares, Admission and the receipt by the Managers of officers’ certificates and legal opinions. The Joint Bookrunners will be able to terminate the Underwriting Agreement prior to the closing of the Offering under certain specified conditions, including in the event that the Offering is not fully subscribed or funded. If any of the conditions contained in the Underwriting Agreement are not satisfied or waived, or the Underwriting Agreement is terminated prior to the closing of the Offering, then the Offering will lapse and pre-payments made for Shares in the Qualified Institutional Offering are required to be refunded.

PRICING OF THE OFFERING Prior to the Offering, there has been no public market for the Ordinary Shares.

LOCK-UP ARRANGEMENTS Pursuant to the terms of the Underwriting Agreement, we will contractually agree, for a period of 180 days after Admission and, pursuant to the terms of the Founder Lock-up Agreement, our founder will contractually agree for the Two-year Lock-up Period, not to, in each case, and subject to certain customary exceptions, (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell or grant any option, right, warrant, or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, any of our or their Ordinary Shares or other shares of ours, or securities convertible or exchangeable into or substantially similar to Ordinary Shares, (ii) enter into any other agreement with the same economic effect, or (iii) publicly announce such an intention to effect any such transaction, in each case, without the prior written consent of the Joint Global Coordinators. The members of the senior management team named under ‘‘Management’’ who acquire Shares in the Offering have contractually agreed with us and the Joint Bookrunners that they shall not, directly or indirectly offer, sell, contract to sell, pledge, charge, grant options over or otherwise dispose of, directly or indirectly, any of their Shares, other than to their legal heirs or the trustees for the time being of their estate and personal representatives, for a period of 2 years after Admission or make any announcement relating thereto. In addition, pursuant to the Companies Law, our founder will be restricted from selling or transferring its Ordinary Shares during the Two-year Lock-up Period.

ALLOCATION The Offering comprises the Qualified Institutional Offering and the UAE Offer. The allocation of Shares pursuant to the Qualified Institutional Offering will be determined by the Joint Bookrunners and us. The Company has been, and continues to be, in discussions with a number of strategic investors that include certain affiliates of the Joint Bookrunners who have indicated their interest in placing early orders. To the extent these investors are secured, the Company has agreed to allocate (subject to not violating any requirements of SCA) the orders in full (up to a fixed aggregate percentage of the Qualified Institutional Offering) and (subject to SCA approval) announce the identity of these investors and their respective investment amounts after publication of this Offering Memorandum. Pursuant to UAE Council of Ministers’ Resolution No. 8 of 2006, the Emirates Investment Authority has the right to purchase up to 5 per cent. of the Shares.

115 Factors that may be taken into account by the Joint Bookrunners and us when determining the allocations between prospective investors in the event of over-subscription may include participation in the marketing process for the Offering, holding behaviour in previous offerings, holdings in similar companies, pre-funding of indication of interest and other factors that we and the Joint Bookrunners may deem relevant.

OTHER RELATIONSHIPS Subject to the terms and conditions of the Underwriting Agreement, each of the Managers and any affiliate, acting as an investor for its own account, in connection with the Offering, may take up Shares and in that capacity may retain, purchase or sell for its own account such Shares and any related investments and may offer or sell such Shares or other investments otherwise than in connection with the Offering. Accordingly, references in this Offering Memorandum to the Shares being offered or placed should be read as including any offering or placement of Shares to the Managers and any affiliate acting as an investor for its own account. None of the Managers intend to disclose the extent of any such investment or transactions otherwise than to the Company and in accordance with any legal or regulatory obligation to do so. In addition, in connection with the Offering, certain of the Managers or their affiliates may enter into equity investments or financing arrangements with investors, such as share swap arrangements or lending arrangements where securities are used as collateral, that could result in such Managers or their affiliates acquiring Shares in the Company. The Managers or any of their respective affiliates may also enter into financing arrangements, including lending arrangements, with the Company and provide other services to the Company in the ordinary course of business.

SELLING RESTRICTIONS No action has been taken or will be taken in any jurisdiction that would permit a public offering of the Shares or the possession, circulation or distribution of this Offering Memorandum or any other material relating to the Company or the Shares, in any country or jurisdiction where action for that purpose is required. Accordingly, the Shares may not be offered or sold, directly or indirectly, nor may this Offering Memorandum or any other offering material or advertisement or other document or information in connection with the Shares be distributed or published, in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction.

United States The Shares have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States except in certain transactions exempt from, or in a transaction not subject to, the registration requirements of the Securities Act. The Shares are being offered and sold outside the United States in reliance on Regulation S. In addition, until 40 days after the commencement of the Offering of the Shares, an offer or sale of Shares within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to another exemption from registration under the Securities Act.

United Kingdom In the United Kingdom, this Offering Memorandum is only addressed to and directed to Qualified Investors (i) who 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), and/or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). The Shares are only available in the United Kingdom to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Shares in the United Kingdom will be engaged in only with, Relevant Persons. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this Offering Memorandum or any of its contents.

116 European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, no Shares which are the subject of the Offering have been offered or will be offered to the public in that Relevant Member State, except that an offer of Shares may be made to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they are implemented in that Relevant Member State: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of Directive 2010/73/EU (the 2010 Amending Directive) which amends the Prospectus Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Joint Global Coordinators for any such offer; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Shares shall result in a requirement for the publication by the Company or any Joint Bookrunner of a Prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State, and each person who initially acquires any Shares or to whom any offer is made under the Offering will be deemed to have represented, acknowledged and agreed that it is a ‘‘qualified investor’’ as defined in the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer of any Shares to the public’’ in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information of the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase any Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State; the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State. In the case of any Shares being offered to a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Shares to the public other than their offer or resale in a Relevant Member State to Qualified Investors (as defined in the Prospectus Directive) or in circumstances in which the prior consent of the Managers has been obtained to each such proposed offer or resale. The Company and the Managers and their respective affiliates, and others will rely (and the Company acknowledges that the Managers and their respective affiliates and others will rely) upon the truth and accuracy of the foregoing representations, acknowledgements and agreements and will not be responsible for any loss occasioned by such reliance. Notwithstanding the above, a person who is not a Qualified Investor and who has notified the Managers of such fact in writing may, with the consent of the Managers, be permitted to subscribe for or purchase Shares.

United Arab Emirates (excluding the Dubai International Financial Centre) This Offering Memorandum is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this Offering Memorandum, you should consult an authorised financial adviser. By receiving this Offering Memorandum, the person or entity to whom it has been issued understands, acknowledges and agrees that this Offering Memorandum has not been approved by or filed with the UAE Central Bank, the SCA or any other authorities in the UAE, nor have the Managers received authorisation or licensing from the UAE Central Bank, the SCA or any other authorities in the UAE to market or sell securities or other investments within the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. It should not be assumed that any of the Managers is a licensed broker, dealer or investment adviser under the laws

117 applicable in the UAE, or that any of them advise individuals resident in the UAE as to the appropriateness of investing in or purchasing or selling securities or other financial products. The Shares may not be offered or sold directly or indirectly to the public in the UAE under this Offering Memorandum. The offer of Shares under this Offering Memorandum does not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. Nothing contained in this Offering Memorandum is intended to constitute investment, legal, tax, accounting or other professional advice. This Offering Memorandum is for your information only and nothing in this Offering Memorandum is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should consult with an appropriate professional for specific advice rendered based on their personal situation.

Dubai International Financial Centre The Shares have not been offered and will not be offered to any persons in the Dubai International Financial Centre except on that basis that an offer is: (i) an ‘‘Exempt Offer’’ in accordance with the Markets Rules Module of the DFSA; and (ii) made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSA Conduct of Business Module.

Kingdom of Saudi Arabia This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document you should consult an authorised financial adviser.

Lebanon This Offering Memorandum does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares in the Company in the Lebanese territory, nor shall it (or any part of it), nor the fact of its distribution, form the basis of, or be relied on in connection with, any subscription. The Company has not been, and will not be, authorised or licensed by the Central Bank of Lebanon and its Shares cannot be marketed and sold in Lebanon. No public offering of the Shares is being made in Lebanon and no mass-media means of contact are being employed. This Offering Memorandum is aimed at institutions and sophisticated, high net worth individuals only, and this Offering Memorandum will not be provided to any person in Lebanon except upon the written request of such person. Recipients of this Offering Memorandum should pay particular attention to the section titled ‘‘Risk factors’’ in this Offering Memorandum. Investment in the Shares is suitable only for sophisticated investors with the financial ability and willingness to accept the risks associated with such an investment, and said investors must be prepared to bear those risks.

Oman The Company is incorporated and registered under the laws of the United Arab Emirates. Neither this Offering Memorandum nor the Shares has / have been registered with or approved by the Central Bank of Oman (CBO) or the Oman Capital Market Authority (CMA) and neither the CBO nor the CMA assume responsibility for the contents of this Offering Memorandum or assume liability to any person for damage or loss resulting from reliance on any statement or information contained in this Offering Memorandum. The Shares will not be offered, issued, sold or delivered at any time, directly or indirectly, in the Sultanate of Oman in a manner that would constitute a public offering of shares in Oman as contemplated by the Commercial Companies Law (Royal Decree 4/74), the Capital Market Law (Royal Decree 80/98), or the Executive Regulations of the Capital Market Law (Decision 1/2009) and this Offering Memorandum does not constitute an offer (or an invitation to offer) to persons to purchase or subscribe for securities in any

118 circumstances in which such offer or invitation would be unlawful. Additionally, neither this Offering Memorandum nor any other materials concerning the public offering of shares by the Company are intended to lead to the conclusion of a contract of any nature whatsoever within the territory of Oman.

Bahrain Each Director of the Company has represented and agreed that the Shares have not been and will not be offered, sold, promoted or advertised by it in Bahrain other than in compliance with the Central Bank of Bahrain and Financial Institutions Law (Decree Law No. 64 of 2006), as amended, and the regulations promulgated thereunder, governing the issue, offering and sale of financial products and services in Bahrain. THIS OFFER DOES NOT CONSTITUTE AN OFFER OF SECURITIES ISSUED IN THE KINGDOM OF BAHRAIN AS DESCRIBED IN ARTICLE (81) OF THE CENTRAL BANK OF BAHRAIN AND FINANCIAL INSTITUTIONS LAW OF 2006 (DECREE LAW NO. 64 OF 2006). THIS OFFERING MEMORANDUM AND RELATED OFFERING DOCUMENTS HAVE NOT BEEN REGISTERED AS A PROSPECTUS WITH THE CENTRAL BANK OF BAHRAIN. ACCORDINGLY, NO SHARES MAY BE OFFERED, SOLD OR MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE NOR WITH THIS OFFERING MEMORANDUM OR ANY OTHER RELATED DOCUMENT OR MATERIAL BE USED IN CONNECTION WITH ANY OFFER, SALE OR INVITATION TO SUBSCRIBE OR PURCHASE THE SHARES, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN THE KINGDOM OF BAHRAIN OTHER THAN ACCREDITED INVESTORS. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE THE ‘‘RISK FACTORS’’ SECTION COMMENCING ON PAGE 24 OF THIS DOCUMENT.

Kuwait This Offering Memorandum is not for general circulation to the public in Kuwait. The Shares have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Shares in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990 and the implementing regulations thereto (as amended) and Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Shares is being made in Kuwait, and no agreement relating to the sale of the Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Shares in Kuwait.

Qatar The Shares have not been offered or sold, and will not be offered or sold or delivered, directly or indirectly, in the State of Qatar (including the Qatar Financial Centre) in a manner that would constitute a public offering. No application has been or will be made for the Shares to be listed or traded on the Qatar Exchange or the QE Venture Market. This Offering Memorandum has not been, and will not be, reviewed or approved by or registered or filed with the Qatar Financial Markets Authority, Qatar Central Bank nor any other authority in Qatar and may not be publicly distributed. This document is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose

Egypt This Offering Memorandum is not intended to be publicly offered, marketed, promoted or disseminated or to represent any public offering in the Arab Republic of Egypt and has not been reviewed or approved by the Egyptian Supervisory Authority (EFSA) for any such purposes. By subscribing to the Shares, you irrevocably and unconditionally confirm and acknowledge that you are A) a Qualified Buyer (as defined below), and B) you independently pursued and solicited the Company for this type of investment and understand all associated risks.

119 A Qualified Buyer is one of the following: (a) a Professional Financial Institution (banks, insurance companies, pension funds, investment funds and portfolio management companies); (b) a Professional Individual being an individual who has at least five years experience in capital markets and local or international stock exchanges or four years of experience for those who have passed a training programme with the EFSA; (c) a High Net Worth Investor being an individual investor: (i) who owns assets with a minimum value of EGP 2.0 million; or (ii) with a minimum annual income of EGP 500,000; or (iii) with a minimum bank savings account balance of EGP 500,000; or (iv) who, as at the placement date, holds securities in two joint stock companies (excluding the Company) with a minimum value of EGP 2.0 million; or (d) a High Net Worth Institutional Investor being an institution having (i) a minimum asset book value of EGP 20.0 million; or (ii) a minimum equity book value of EGP 10.0 million; or (iii) a minimum investment in securities (excluding securities related to the Company) of EGP 5.0 million as at the placement date; or (iv) a license to operate in the field of securities and permitted to acquire securities within its objective.

Japan The Shares have not been and will not be registered under the Financial Instruments and Exchange Law, as amended (the FIEL). This Offering Memorandum is not an offer of securities for sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or entity organised under the laws of Japan) or to others for reoffer or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements under the FIEL and otherwise in compliance with such law and any other applicable laws, regulations and ministerial guidelines of Japan.

Switzerland The Shares may not be publicly offered, sold or advertised directly or indirectly into or in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This Offering Memorandum has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland, and therefore do not constitute a prospectus within the meaning of the Swiss Code of Obligations, the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.. Neither this Offering Memorandum nor any other offering or marketing material relating to the Shares or the Global Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Hong Kong This Offering Memorandum has not been approved by the Securities and Futures Commission in Hong Kong and, accordingly, (i) the Shares may not be offered or sold in Hong Kong by means of this Offering Memorandum or any other document other than to ‘‘professional investors’’ as defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571) and any rules made thereunder, or in other circumstances which do not result in the document being a ‘‘prospectus’’ as defined in the Companies Ordinance of Hong Kong (Cap. 32) or which do not constitute an offer to the public within the meaning of the Companies Ordinance, and (ii) no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Shares which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as set out above).

Singapore This Offering Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore, and the Shares will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act). Accordingly, this Offering Memorandum and

120 any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Shares may not be circulated or distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act, or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Each of the following persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased Shares, namely a person who is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor, should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Shares under Section 275 of the Securities and Futures Act except: (i) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person or to any person pursuant to Section 275(1) and Section 275(1A) of the Securities and Futures Act, respectively and in accordance with the conditions specified in Section 275 of the Securities and Futures Act; or (ii) where no consideration is or will be given for the transfer; or (iii) where the transfer is by operation of law; or (iv) pursuant to Section 276(7) of the Securities and Futures Act.

121 TRANSFER RESTRICTIONS The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

UNITED STATES The Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and, subject to certain exceptions, may not be offered or sold within the United States.

Regulation S Each purchaser of the Shares outside of the United States pursuant to Regulation S, by its acceptance of delivery of this Offering Memorandum and the Shares, will be deemed to have represented, agreed and acknowledged as follows: • The purchaser is, or at the time the Shares were purchased will be, the beneficial owner of such Shares and (i) is, and the person, if any, for whose account it is acquiring the Shares is, outside the United States, (ii) is not an affiliate of the Company or a person acting on behalf of such an affiliate and (iii) is not in the business of buying or selling securities or, if it is in such business, it did not acquire the Shares from the Company or an affiliate thereof in the initial distribution of the Shares. • The purchaser (i) is aware that the Shares (a) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction within the United States; and (b) are being sold in accordance with Rule 903 or 904 of Regulation S and is purchasing such Shares in an ‘‘offshore transaction’’ in reliance on Regulation S. • The purchaser acknowledges that the Company and the Managers and their respective affiliates will rely upon the truth and accuracy of the acknowledgements, representations and agreements in the foregoing paragraphs.

122 SETTLEMENT AND DELIVERY Trading of the Shares will take place through the trading system of the DFM. Shares will be held under NINs assigned by the DFM either to the holders directly or through custodian omnibus accounts and the ownership of the Shares will be evidenced by the holdings under each such NIN. Clearing and settlement of trades on the DFM by brokers or custodians may be performed only through members of the DFM that are Clearing Members. Settlement of securities trading on DFM is governed by the DFM’s rules and regulations, which are available from its website, www.dfm.ae. Investors will be required to complete an application form for the Shares and return such form to the Joint Bookrunners during the book building period. Application forms will be available from the Joint Bookrunners. Investors who receive an allocation of Shares will be required to deliver to the Managers a signed trade confirmation on the business day following notice of its allocation. The form of trade confirmation will be provided to such investors when allocations are notified on or around 28 November 2014 to investors subscribing in the Qualified Institutional Offering. Payment for the Shares purchased in connection with the Qualified Institutional Offering shall be made in AED. Purchasers will be required to make full payment for the Shares to the Joint Bookrunners for receipt by the Joint Bookrunners on or prior to 2:00 pm on 30 November 2014, unless otherwise agreed with the Joint Bookrunners. In the event of a failure to make timely payment, purchasers of Shares may incur significant charge and may forfeit their allocation of Shares. Delivery of the Shares is expected to be made on the Closing Date to the accounts of purchasers through the book-entry facilities operated by the DFM. There can be no assurance that such Shares will be credited to the NIN account of the relevant investor during trading hours of the DFM on the Closing Date and such investor may not be able to deal in the relevant Shares comprising its allocation in the Offering until such time as they are in fact credited to its NIN account, which may be one or more business days following the Closing Date.

123 LEGAL MATTERS Certain legal matters with respect to the Offering will be passed upon for us by Allen & Overy LLP, London, England, Allen & Overy LLP, Abu Dhabi, UAE and Al Tamimi & Co, Dubai, UAE. Certain legal matters with respect to the Offering will be passed upon for the Managers by Clifford Chance LLP.

124 INDEPENDENT ACCOUNTANTS Deloitte & Touche (M.E.), of Building 3, Level 6, Emaar Square, Downtown Dubai, Dubai, UAE, have reported on the Historical Financial Information as stated in their report appearing under ‘‘Historical Financial Information’’.

125 GENERAL INFORMATION 1. It is expected that the Ordinary Shares will be admitted to trading on the DFM on 10 December 2014. 2. We have obtained all consents, approvals and authorisations in the UAE in connection with the Offering. 3. Copies of the following documents are available for inspection during usual business hours on any weekday (Fridays, Saturdays and public holidays excepted) for the life of this Offering Memorandum at the registered offices of the Company: • the Articles; • the report from Deloitte & Touche (M.E.) set out under heading ‘‘Historical Financial Information’’; and • this Offering Memorandum. The registered office of the Company is located at Emaar Square, Building 1, Office 201, P.O. Box 123311, Dubai, United Arab Emirates. 4. Save as disclosed under ‘‘Description of the group—Recent developments’’, there has been no significant change in our financial or trading position since 31 August 2014, the date to which our Historical Financial Information was prepared. 5. Deloitte & Touche (M.E.) has given and has not withdrawn its written consent to the inclusion in this Offering Memorandum of its report set out under heading ‘‘Historical Financial Information’’ in the form and context in which it appears. 6. PricewaterhouseCoopers, as Technical Expert, has given and not withdrawn its written consent to the inclusion in this Offering Memorandum of its name and the references thereto and to the Feasibility Study, in each case in the form and context in which they appear.

126 HISTORICAL FINANCIAL INFORMATION

Dubai Parks and Resorts Group Dubai—United Arab Emirates Special purpose combined financial statements and independent auditor’s report for the eight month period ended 31 August 2014

F-1 Dubai Parks and Resorts Group

Contents Pages Independent auditor’s report ...... F-3 - F-4 Special purpose combined statement of financial position ...... F-5 Special purpose combined statement of comprehensive income ...... F-6 Special purpose combined statement of changes in equity ...... F-7 Special purpose combined statement of cash flows ...... F-8 Notes to the special purpose combined financial statements ...... F-9 - F-26

F-2 INDEPENDENT AUDITOR’S REPORT The Shareholders Dubai Parks and Resorts Group Dubai United Arab Emirates

Audit Report on the Special Purpose Combined Financial Statements We have audited the accompanying special purpose combined financial statements of Dubai Parks and Resorts Group, Dubai, United Arab Emirates (comprising of entities listed in Note 1 to the financial statements; altogether referred as the ‘‘Group’’), which comprise the special purpose combined statements of financial position as at 31 August 2014, 31 December 2013, and 31 December 2012, comprehensive income, combined changes in equity and combined cash flows for the eight month period ended 31 August 2014, year ended 31 December 2013 and for the six month period ended 31 December 2012 (each the ‘‘period’’ and altogether the ‘‘periods’’) and a summary of significant accounting policies and other explanatory information. The special purpose combined financial statements have been prepared by management of the Group.

Management’s Responsibility for the Special Purpose Combined Financial Statements Management is responsible for the preparation and fair presentation of these special purpose combined financial statements in accordance with Note 3 to the special purpose combined financial statements, and for such internal control as management determines is necessary to enable the preparation of special purpose combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these special purpose combined financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the special purpose combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the special purpose combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the special purpose combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the special purpose combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the special purpose combined financial statements present fairly, in all material respects, the financial position of Dubai Parks and Resorts Group, Dubai, United Arab Emirates, as at 31 August 2014, 31 December 2013 and 31 December 2012 and its financial performance and cash flows for the eight month period ended 31 August 2014, year ended 31 December 2013 and for the six month period ended 31 December 2012, respectively, in accordance with the basis of preparation as set out in Note 3 to the special purpose combined financial statements.

Basis of Accounting and Restriction on Distribution Without modifying our opinion, we draw attention to Note 3 to the special purpose combined financial statements which describe the basis of preparation. The special purpose combined financial statements are prepared to provide Meraas Holding (LLC), as the Ultimate Parent Company, with a view of the financial

F-3 position of the Group as at 31 August 2014, 31 December 2013 and 31 December 2012 and its financial performance for the for the eight month period ended 31 August 2014, year ended 31 December 2013 and for the six month period ended 31 December 2012 in preparation of a share listing on the Dubai Financial Market. As a result, the special purpose combined financial statements may not be suitable for another purpose.

28 September 2014

F-4 Dubai Parks and Resorts Group Special purpose combined statement of financial position as at 31 August 2014

31 August 2014 31 December 2013 31 December 2012 Notes AED’000 AED’000 AED’000 ASSETS Property and equipment ...... 5 838,873 317,216 44,016 Investment properties ...... 6 17,878 2,629 — Advances to contractors and prepayments .... 7 114,168 19,997 14,600 Total assets ...... 970,919 339,842 58,616 EQUITY AND LIABILITIES Equity Share capital ...... 8 300 600 300 Proposed share capital increase ...... 9(g) 685,828 —— Accumulated losses ...... (23,923) (17,044) (4,228) Total equity/(deficit) ...... 662,205 (16,444) (3,928) Liabilities Due to related parties ...... 9 — 315,467 58,718 Trade and other payables ...... 10 308,714 40,819 3,826 Total liabilities ...... 308,714 356,286 62,544 Total equity and liabilities ...... 970,919 339,842 58,616

Chairman Chief Financial Officer

The accompanying notes form an integral part of these special purpose combined financial statements.

F-5 Dubai Parks and Resorts Group Special purpose combined statement of comprehensive income for the eight month period ended 31 August 2014

Period ended Year ended Period ended 31 August 31 December 31 December 2014 2013 2012 Note AED’000 AED’000 AED’000 General and administrative expenses ...... 11 (6,879) (12,816) (4,228) Loss for the period/year/period ...... (6,879) (12,816) (4,228) Other comprehensive income ...... — —— Total comprehensive loss for the period/year/period ..... (6,879) (12,816) (4,228)

The accompanying notes form an integral part of these special purpose combined financial statements.

F-6 Dubai Parks and Resorts Group Special purpose combined statement of changes in equity for the eight month period ended 31 August 2014

Proposed Share share capital Accumulated capital increase losses Total AED’000 AED’000 AED’000 AED’000 Introduction of share capital (Note 8) ...... 300 ——300 Total comprehensive loss for the period ended 31 December 2012 ...... ——(4,228) (4,228) Balance as at 31 December 2012 ...... 300 — (4,228) (3,928) Additional share capital (Note 8) ...... 300 ——300 Total comprehensive loss for the year ended 31 December 2013 ...... ——(12,816) (12,816) Balance as at 31 December 2013 ...... 600 — (17,044) (16,444) Share capital decrease (Note 8) ...... (300) ——(300) Additional contribution by the Parent Company during the year [Note 9(g)] ...... — 685,828 — 685,828 Total comprehensive loss for the period ended 31 August 2014 ...... ——(6,879) (6,879) As at 31 August 2014 ...... 300 685,828 (23,923) 662,205

The accompanying notes form an integral part of these special purpose combined financial statements.

F-7 Dubai Parks and Resorts Group Special purpose combined statement of cash flows for the eight month period ended 31 August 2014

Period ended Year ended Period ended 31 August 31 December 31 December 2014 2013 2012 AED’000 AED’000 AED’000 Cash flows from operating activities Loss for the period/year/period ...... (6,879) (12,816) (4,228) Adjustment for non-cash items: General and administrative expenses ...... 6,879 12,816 4,228 Net cash from operating activities ...... — —— Cash and cash equivalents at the end of the period/year/period . — ——

The Group does not hold any cash or cash equivalents and consequently, there are no cash flows for the Group for the periods ended 31 August 2014, 31 December 2013 and 31 December 2012, respectively.

The accompanying notes form an integral part of these special purpose combined financial statements.

F-8 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements for the eight month period ended 31 August 2014

1. Establishment and operations Dubai Parks and Resorts Group (the ‘‘Group’’) comprises of entities operating in the United Arab Emirates under different trade licenses issued by Government of Dubai under the Department of Economic Development. These special purpose combined financial statements include the financial performance, assets and liabilities of the following entities which are subsidiaries of Meraas Leisure & Entertainment (LLC) (the ‘‘Parent Company’’) and ultimately controlled by Meraas Holding (LLC) (the ‘‘Ultimate Parent Company’’) from incorporation to 31 August 2014:

Date of Legal Beneficial Principal Entity Country of incorporation incorporation interest interest activities Dubai Parks and Resorts (LLC) ...... United Arab Emirates 30 January 2014 99% 100% Investment. Motiongate (LLC) ..... United Arab Emirates 18 March 2013 99% 100% Theme park development. Dubai Parks Destination Management (LLC) . . United Arab Emirates 25 August 2014 99% 100% Theme park management. Bollywood Parks (LLC) . United Arab Emirates 25 August 2014 99% 100% Theme park development. Dubai Parks Hotel (LLC) ...... United Arab Emirates 25 August 2014 99% 100% Real Estate development. RiverPark (LLC) ...... United Arab Emirates 25 August 2014 99% 100% Real Estate development. Mgate (LLC)* ...... United Arab Emirates 8 April 2013 100% 100% Facilities management.

* Subsidiary of Motiongate (LLC)

Dubai Parks and Resorts (LLC) Dubai Parks and Resorts (LLC), was originally formed as Deo Real Estate (LLC), with commercial license number 673692 and was established on 11 July 2012 with share capital comprising of 300 authorized, issued and fully paid share of AED 1,000 each. At incorporation, the shareholders and their holdings were as follows:

Percent Amount holding % AED’000 Engineer’s Office of H.H. Sheikh Mohammed Bin Rashid Al Maktoum ...... 99% 297 Meraas Holding (LLC) ...... 1% 3 100% 300

The Engineer’s Office of H.H. Sheikh Mohammed Bin Rashid Al Maktoum (EO), a related party, held the shares on behalf and for the benefit of Meraas Holding (LLC). Since incorporation, the entity was dormant and on 30 January 2014, the legal ownership was formally transferred to Meraas Leisure & Entertainment (LLC), through the 297 shares representing 99% of the shareholding of the entity. Also on 30 January 2014, the entity changed its name to Dubai Parks Project (LLC). On 25 August 2014, the entity changed its name to Dubai Parks and Resorts (LLC).

F-9 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

1. Establishment and operations (Continued) As at 31 August 2014, the shareholdings are as follows:

Percent Amount holding % AED’000 Meraas Leisure & Entertainment (LLC) ...... 99% 297 Meraas Holding (LLC)* ...... 1% 3 100% 300

* Beneficially held for Meraas Leisure & Entertainment (LLC).

Motiongate (LLC) Motiongate (LLC) was established on 18 March 2013 with share capital comprising of 300 authorized, issued and fully paid share of AED 1,000 each. At incorporation, the shareholdings were as follows:

Percent Amount holding % AED’000 Meraas Leisure & Entertainment (LLC) ...... 99% 297 Meraas Holding (LLC) ...... 1% 3 100% 300

On 25 August 2014, Meraas Leisure & Entertainment (LLC) and Meraas Holding (LLC) assigned and transferred to Dubai Parks and Resorts (LLC) their shares in Motiongate (LLC). As at 31 August 2014, the shareholdings are as follows:

Percent Amount holding % AED’000 Dubai Parks and Resorts (LLC) ...... 99% 297 Meraas Leisure & Entertainment (LLC)* ...... 1% 3 100% 300

* Beneficially held for Dubai Parks and Resorts (LLC). On 8 April 2013, Motiongate (LLC) established a subsidiary, Mgate (LLC). As at 31 August 2014, the shareholdings of Mgate (LLC) are as follows:

Percent Amount holding % AED’000 Motiongate (LLC) ...... 99% 297 Dubai Parks and Resorts (LLC)* ...... 1% 3 100% 300

* Beneficially held for Motiongate (LLC).

F-10 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

1. Establishment and operations (Continued) Dubai Parks Destination Management (LLC), Bollywood Parks (LLC), Dubai Parks Hotel (LLC), River Park (LLC) Each entity has share capital comprises of 300 authorized, issued and fully paid shares of AED 1,000 each. As at 31 August 2014, the shareholdings of each of the four companies are as follows:

Percent Amount holding % AED’000 Dubai Parks and Resorts (LLC) ...... 99% 297 Meraas Leisure & Entertainment (LLC)* ...... 1% 3 100% 300

* Beneficially held for Dubai Parks and Resorts (LLC). All share capital, balances and transactions between Group entities combined in these special purpose combined financial statements have been eliminated upon combination. The Group’s registered address is P.O. Box 123311, Dubai, United Arab Emirates. The licensed activities of the Group are as follows: • Investment in commercial enterprises & management amusement park, investment in agricultural enterprises & management, investment in industrial enterprises & management and investment in tourist enterprises & management; and • Sport & recreational events tickets e-trading, marketing management, facilities management services, event management.

2. Application of new and revised International Financial Reporting Standards (‘‘IFRSs’’) 2.1 New and revised IFRS applied with no material effect on the special purpose financial statements In the current period, the Group for the first time has applied the following new and revised IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2014. The application of these new and revised IFRS has not had any material impact on the amounts reported for the current and prior periods but may affect the accounting for future transactions or arrangements. • Amendments to International Accounting Standard (IAS) 32 Financial Instruments: Presentation relating to application guidance on the offsetting of financial assets and financial liabilities. • Amendments to IAS 36 Impairment of Assets relating to recoverable amount disclosures. The amendments restrict the requirements to disclose the recoverable amount of an asset or CGU to the period in which an impairment loss has been recognised or reversed. They also expand and clarify the disclosure requirements applicable when an asset or CGU’s recoverable amount has been determined on the basis of fair value less costs of disposal. • Amendments to IAS 39 Financial Instruments: Recognition and Measurement relating to novation of Derivatives and Continuation of Hedge Accounting. The amendment allows the continuation of hedge accounting when a derivative is novated to a clearing counterparty and certain conditions are met. • IFRIC 21 Levies was developed to address the concerns about how to account for levies that are based on financial data of a period that is different from that in which the activity that give rise to the payment of the levy occurs. • Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 27 Separate Financial Statements—Guidance on Investment Entities. These amendments introduce the concept of an investment entity in IFRS and develop an exemption from the

F-11 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

2. Application of new and revised International Financial Reporting Standards (‘‘IFRSs’’) (Continued) requirement to consolidate subsidiaries for eligible investment entities (such as mutual funds, unit trusts, and similar entities), instead requiring the use of the fair value to measure those investments.

2.2 New and revised standards and interpretations are in issue but not yet effective

Effective for annual periods New and revised IFRS beginning on or after • Amendments to IFRS 2 Share based Payment relating to definition of 1 July 2014 ‘vesting condition’. The amendment was part of Annual Improvements Cycle 2010-2012. • Amendments to IFRS 3 Business Combination relating to contingent 1 July 2014 consideration and scope exception for joint ventures. The amendment was part of Annual Improvements Cycle 2010-2012. • Amendments to IFRS 7 Financial Instruments: Disclosures relating to When IFRS 9 is first applied. disclosures about the initial application of IFRS 9. • IFRS 7 Financial Instruments: Additional hedge accounting disclosures When IFRS 9 is first applied. (and consequential amendments) resulting from the introduction of the hedge accounting chapter in IFRS 9. • Amendments to IFRS 8 Operating Segments relating to aggregation 1 July 2014 of segments, reconciliation of segment assets. The amendment was part of Annual Improvements Cycle 2010-2012. • Amendments to IAS 24 Related Party Disclosures relating to 1 July 2014 management entities. The amendment was part of Annual Improvements Cycle 2010-2012. • Amendments to IAS 40 Investment Property relating to 1 July 2014 interrelationship between IFRS 3 and IAS 40. The amendment was part of Annual Improvements Cycle 2011-2013. • IFRS 14 Regulatory Deferral Accounts issued in January 2014 specifies 1 January 2016 the financial reporting requirements for ‘regulatory deferral account balances’ that arise when an entity provides good or services to customers at a price or rate that is subject to rate regulation. • IFRS 15 Revenue from Contract with Customers 1 January 2017 Management is in the process of assessing the impact of the Standards and Interpretations in issue but not yet effective. However, management anticipates that the adoption of these Standards and Interpretations in future years will not have material impact on the special purpose combined financial statements of the Group in the period of initial application.

3. Significant accounting policies Basis of preparation The special purpose combined financial statements for the eight month period ended 31 August 2014, for the year ended 31 December 2013, and for the six month period ended 31 December 2012, comprise the financial statements of businesses within the Group represented by the legal entities in Note 1 to the special purpose combined financial statements. These legal entities do not constitute a legal group throughout the periods. Accordingly, the special purpose financial statements, which have been prepared specifically for Meraas Holding (LLC), as the Ultimate Parent Company, in preparation of a potential listing on the Dubai Financial Market, are prepared on a basis that combines the results and assets and liabilities of the specified entities in the Group from 11 July 2012 to 31 August 2014.

F-12 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued) Internal transactions within the Group have been eliminated on combination. The special purpose combined financial statements have been prepared under the historical cost basis. The special purpose combined financial statements have been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) that are effective for financial periods beginning on or after 1 January 2014. IFRS does not provide for the preparation of special purpose combined financial statements, and accordingly the preparation of the special purpose combined financial statements results in the following material departure from IFRS: • The special purpose combined financial statements are prepared on a combined basis and therefore do not comply with the requirements of IFRS 10 Consolidated Financial Statements, however, the special purpose combined financial statements have been prepared by applying the principles underlying the consolidation procedures of IFRS 10. The special purpose combined financial statements have been prepared based on the following: • The assets, liabilities and the profit or loss of the entities comprising the Group have been aggregated. All transactions and balances between entities included within the special purpose combined financial statements have been eliminated. Transactions and balances with the Ultimate Parent Company and related parties under Meraas Holding (LLC) do not eliminate within the combined Group and are classified as related party transactions. • During the period certain transfers have taken place between the related parties and entities within the Group. Details of material transactions/transfers between the Group and the related parties are included in Note 9 to the special purpose combined financial statements. The principal accounting policies are set out below.

Statement of compliance The special purpose combined financial statements have been prepared in accordance with IFRS.

Revenue recognition Revenue from theme parks Revenue from theme parks comprises revenues from goods sold and services provided in theme parks and recognised when the goods are sold or services are rendered.

Lease income When it is probable that economic benefits will flow to the Group and the revenue and cost can be measured reliably, revenue is recognised. If all of the conditions for revenue recognition of IAS 18 Revenue are not satisfied, the revenue and the corresponding costs relating to the transaction are deferred, until such time that all conditions have been met. The Group’s policy for recognition of revenue from operating leases is described under leases.

Fit-out income Income arising from modifications to existing fit-outs at the building premises is recognised in the period in which the modification works have been completed.

F-13 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued) Service charges and expenses from tenants Income arising from expenses recharged to tenants is recognised in the period in which the expense can be contractually recovered. Service charges and other such receipts are included gross of the related costs in revenue as the Group acts as principal in this respect.

Revenue from rendering of services Revenue from rendering of services is recognised when the outcome of the transaction can be estimated reliably, by reference to the deliverables of the services or stage of completion of the transaction at the reporting date.

Interest income Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

Commission income Fee and commission income is recognized when the corresponding service is provided. Such fees comprise commission income received on sales of packages and services related to the same.

Cost of sales Cost of revenues includes the cost of operations of theme parks and operational expenses of leased assets.

Investment properties Investment properties comprise of properties held to earn rentals or for capital appreciation, or both, (including investment properties constructed for such purposes). Investment properties are measured initially at cost, including related transaction costs, less accumulated depreciation and any accumulated impairment losses in accordance with the cost model of IAS 40 Investment Properties. Depreciation is charged so as to write-off the cost of completed investment properties on a straight line basis over the estimated useful lives of such assets between 20 to 35 years. The useful lives and depreciation method of investment properties are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from these properties. Expenditure incurred to replace a component of an item of investment properties that is accounted for separately is capitalised and the carrying amount of the component that is replaced is written off. Other subsequent expenditure is capitalised only when it increases future economic benefits of the related item of investment properties. All other expenditure are recognised in the special purpose combined statement of comprehensive income as the expense is incurred. Investment properties are derecognised upon disposal or when the investment properties are permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property is included in the special purpose combined statement of comprehensive income in the period in which the property is derecognised. Transfers are made to investment properties when, and only when, there is a change in use evidenced by the ending of owner-occupation for a transfer from owner occupied property or commencement of an operating lease to another party from a transfer from inventories. Transfers are made from investment properties when, and only when, there is a change in use evidenced by commencement of owner-

F-14 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued) occupation for a transfer to owner occupied property or commencement of development with a view to sale for a transfer to inventories. Such transfers are made at the carrying value of the properties at the date of transfer.

Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The Group as a lessor Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The Group as a lessee Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Property and equipment Property and equipment comprise of buildings, temporary structures and leasehold improvements, computer and office equipment, furniture and fixtures, and capital work-in-progress. All items of property and equipment are initially recorded at cost. Subsequent to recognition, property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any, except for capital work-in-progress. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the cost of dismantling and removing the items and restoring the site on which they are located. Borrowing costs that are directly attributable to acquisition, construction or production of an asset are included in the cost of that asset. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Expenditure incurred to replace a component of an item of property and equipment that is accounted for separately is capitalised and the carrying amount of the component that is replaced is written off. All other repairs and maintenance are charged to the special purpose combined statement of comprehensive income when incurred.

F-15 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued) Depreciation is charged so as to write-off the cost of property and equipment, other than capital work-in-progress, less their estimated residual value, on a straight-line basis over the expected useful lives of the assets, as follows:

Years Buildings and infrastructure ...... 25 - 35 Rides ...... 15 - 20 Computer and office equipment ...... 3 - 4 Furniture and fixtures ...... 4 - 7 The estimated useful lives, residual values and depreciation method are reviewed at each year-end, with the effect of any changes in estimate accounted for on a prospective basis. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the special purpose combined statement of comprehensive income. Fully depreciated property, plant and equipment are retained in the special purpose combined financial statements until they are no longer in use and no further charge for depreciation is made in respect of these assets.

Capital work-in-progress Capital work-in-progress includes properties that are being constructed or developed for future use. Cost includes pre-development infrastructure, construction and other related expenditure such as professional fees and engineering costs attributable to the project, which are capitalised during the period when activities that are necessary to make the assets ready for their intended use are in progress. These properties are classified as capital work-in-progress until construction or development is completed, or until the plan for the project has been finalised by the management. Direct costs from the start of the project up to completion of the project are capitalised. No depreciation is charged on capital work-in-progress.

Intangible assets Intangible assets with finite useful life that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on straight-line basis over their estimated useful lives. The estimates useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses Amortization is charged so as to write-off the cost of property and equipment, other than capital work-in-progress, less their estimated residual value, on a straight-line basis over the expected useful lives of the assets, as follows:

Years Intellectual Property Rights ...... 10

Impairment of tangible and intangible assets At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such

F-16 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued) indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the consolidated statement of comprehensive income, unless the relevant asset is carried at a revalued amount in excess of cost, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, so long as the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the consolidated statement of comprehensive income, unless the relevant asset is carried at a revalued amount in excess of cost, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories Inventories are stated at lower of cost and net realisable value. Costs of inventories are determined on first-in-first-out basis. Net realisable value represents the estimated selling price of inventories less estimated costs of completion and costs necessary to make the sale.

Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the costs eligible for capitalisation. All other borrowing costs are recognised in the special purpose combined statement of comprehensive income in the year in which they are incurred.

Foreign currency transactions The special purpose combined financial statements are presented in the currency of the primary economic environment in which the Group operates (its functional currency). For the purpose of the special purpose combined financial statements, the results and financial position of the Group are expressed in Arab Emirates Dirhams (AED), which is the functional currency of the Group, and the presentation currency for the special purpose combined financial statements. In preparing the special purpose combined financial statements, transactions in currencies other than the Group’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined.

F-17 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued) Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the special purpose combined statement of comprehensive income for the year. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the special purpose combined statement of comprehensive income for the year except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Financial instruments Financial assets and financial liabilities are recognised on the Group’s special purpose combined statement of financial position when the Group has become a party to the contracted provisions of the instrument.

Financial assets Financial assets are classified as loans and receivables. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (includes trade and other receivables, other financial assets and cash and cash equivalents), are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected useful life of the financial asset, or where appropriate, a shorter period

Impairment of financial assets Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of past event, the estimated future cash flows of the investment have been affected. For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in the special purpose combined statement of comprehensive income.

F-18 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued) Derecognition of financial assets The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset.

Financial liabilities and equity instruments Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Other financial liabilities Other financial liabilities are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

Effective interest method The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Derecognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.

Provisions Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

F-19 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

4. Critical accounting judgments and key sources of estimation uncertainty Critical judgment in applying the Group’s accounting policies In the process of applying the Group’s accounting policies, which are described in Note 3 to the special purpose combined financial statements, management has made the following critical accounting judgments that have a significant effect on the amounts recognised in the special purpose combined financial statements:

Classification of properties Management determines at the time of acquisition or construction of the property, whether the property should be classified as development property, investment property or property, plant and equipment. The Group classifies a property as development property when the intention is to develop the property for the purpose of future sale to third parties. The Group classifies a property as investment property when the intention is to hold the property for rental, capital appreciation or for undetermined use. The Group classifies a property as property, plant and equipment when the intention is to use the property for its operations.

Key sources of estimation uncertainty The key assumptions concerning the future and key sources of estimation uncertainty at the reporting period, that have significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Estimation of useful lives of investment properties The asset’s residual values and useful lives are reviewed annually and adjusted if appropriate, taking into account technology developments. Uniform depreciation rates are established based on the straight-line method which may not represent the actual usage of the assets. As asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

5. Property and equipment

2014 2013 2012 AED’000 AED’000 AED’000 Cost Capital work-in-progress As at the beginning of the period/year/period ...... 317,216 44,016 — Transfer from a related party ...... — — 3,104 Additions during the period/year/period ...... 521,657 273,200 40,912 As at the end of period/year/period ...... 838,873 317,216 44,016

F-20 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

5. Property and equipment (Continued) The details and the movement in capital work-in-progress per project are as follows:

Bollywood Dubai Parks Destination Land Motiongate Parks Lego Land Hotel Management Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost Capital work-in-progress At incorporation ...... ——————— Transfer from a related party [Note 5(c)] ...... — 3,104 —— — —3,104 Additions ...... — 34,864 2,908 ——3,140 40,912 Balance as at 31 December 2012 .... — 37,968 2,908 ——3,140 44,016 Additions ...... — 110,767 48,015 38,687 8,592 67,139 273,200 Balance as at 31 December 2013 .... — 148,735 50,923 38,687 8,592 70,279 317,216 Additions ...... — 135,971 86,684 82,707 21,816 194,479 521,657 As at 31 August 2014 ...... — 284,706 137,607 121,394 30,408 264,758 838,873 a) The property and equipment relates to amusement park projects undertaken on land which the Group has exclusive right to develop on behalf of the Ultimate Parent Company. The Ultimate Parent Company is in the process of transferring to the Group the title of the related plots of land. b) Throughout the periods, contracts for acquisition and construction of property and equipment were entered into by related parties on behalf and for the benefit of the Group. c) During 2012, property and equipment costs with carrying amount of AED 3 million, which were incurred by related parties prior to incorporation of the Group, were transferred and recognised in this special purpose combined financial statements [Note 9(e)].

6. Investment properties

31 August 2014 31 December 2013 31 December 2012 AED’000 AED’000 AED’000 Cost Capital work-in-progress As at the beginning of the period/year/period ...... 2,629 —— Additions during the period/year/period ...... 15,249 2,629 — As at the end of the period/year/period ...... 17,878 2,629 — a) The investment properties are undertaken on land which the Group has exclusive right to develop on behalf of the Ultimate Parent Company. The Ultimate Parent Company is in the process of transferring to the Group the title of the related plots of land. b) Contracts for acquisition and construction of investment properties were entered into by related parties on behalf and for the benefit of the Group.

7. Advances to contractors and prepayments

31 August 2014 31 December 2013 31 December 2012 AED’000 AED’000 AED’000 Advances to contractors ...... 114,147 19,983 14,600 Prepayments ...... 21 14 — 114,168 19,997 14,600

F-21 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

8. Share capital

31 August 2014 31 December 2013 31 December 2012 AED’000 AED’000 AED’000 Authorised, issued and fully paid share capital ...... 300 600 300

At each reporting date, the share capital balances within the Group are detailed below:

31 August 2014 31 December 2013 31 December 2012 Number of Amount Number of Amount Number of Amount shares AED’000 shares AED’000 shares AED’000 Dubai Parks and Resorts (LLC) ...... 300 300 300 300 N/A N/A Motiongate (LLC) ...... 300 300 300 300 300 300 Dubai Parks Destination Management (LLC) ...... 300 300 N/A N/A N/A N/A Bollywood Parks (LLC) ...... 300 300 N/A N/A N/A N/A Dubai Parks Hotel (LLC) ...... 300 300 N/A N/A N/A N/A RiverPark (LLC) ...... 300 300 N/A N/A N/A N/A Mgate (LLC) ...... 300 300 300 300 N/A N/A 2,100 2,100 900 900 300 300 Eliminations* ...... (1,800) (1,800) (300) (300) N/A N/A 300 300 600 600 300 300

* Eliminations occur when there is a cross holding within the Group as at the end of the reporting period. The individual share capital balances of entities within the Group have been aggregated to produce a combined share capital balance as at 31 August 2014. Increases in share capital in 2013 reflect the addition of newly incorporated entities held by the Ultimate Parent Company which form part of the Group. Reductions in share capital in 2014 are as a result of changes to the legal structure of the Group with Dubai Parks and Resorts (LLC) becoming the legal parent of the Group.

9. Related party transactions The Group enters into transactions with companies and entities that fall within the definition of a related party as contained in International Accounting Standard 24 Related Party Disclosures. Related parties comprise companies and entities under common ownership and/or common management and control, and key management personnel. a) The management decides on the terms and conditions of the transactions and of services received from/rendered to related parties as well as on other charges. b) The Group also provides funds to and receives funds from related parties as and when required, interest-free and unsecured. As agreed with the related parties, the outstanding balance does not have any fixed repayment period. c) As at the reporting date, the outstanding balances with related parties were as follows:

2014 2013 2012 AED’000 AED’000 AED’000 Due to related parties Ultimate Parent Company ...... — 11,451 — Entities under common control ...... — 304,016 58,718 — 315,467 58,718

F-22 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

9. Related party transactions (Continued) d) The salaries and end-of-service benefits of key management have been incurred and recorded in the consolidated financial statements of the Ultimate Parent Company, and are included as part of general and administrative expenses. The Ultimate Parent Company has charged general and administrative expenses to the Group based on an allocation based on the Group’s policy on related party transactions (Note 11). e) From 2012, all legal contracts for acquisition of property and equipment, development, and services were entered into by related parties on behalf and for the benefit of the Group. However, property and equipment with carrying amount of AED 3 million, which were incurred by related parties prior to incorporation of the Group, was transferred and included in this special purpose combined financial statements following the assignment of rights and obligations of the related contracts to the Group [Note 5(c)]. f) Considering that the agreements with contractors and suppliers were initially entered into by related parties on behalf and for the benefit of the Group, all costs incurred have been capitalized as capital work-in-progress under property and equipment and investment property by the Group, while the corresponding liabilities to contractors and suppliers were recorded as due to related parties. During the period, it was decided to novate all contracts to the Group and this process has been initiated. g) As at 31 August 2014, the outstanding liability balance of due to related parties of AED 686 million has been forgiven by the related parties, as all these related parties are under the common control of the Ultimate Parent Company and was reclassified to equity as a proposed share capital increase on behalf and for the benefit of the Parent Company. h) In 2012, Meraas Leisure and Entertainment (LLC), immediate parent company of Dubai Parks and Resorts (LLC) and the Ultimate Parent Company, as a guarantor, obtained an off balance sheet trade finance facility for AED 368 million from a bank on behalf of the Group. The facility pertains to letter of credits and guarantees to be issued in favour of the various suppliers in respect of the import of various products related to the theme park projects. While the Group is responsible for all liabilities in relation to the facility, the covenants are at the Ultimate Parent Company level. As at the reporting date, AED 61 million of letters of credit have been issued (See Note 12b). As at 31 August 2014, the facility is secured by the following: • Pledge over wakala deposit of a related party; • Assignment of existing cash flows from a project of a related party; • Negative pledge on theme park project assets; and • Assignment of all theme park projects related guarantees in favour of the bank.

10. Trade and other payables

2014 2013 2012 AED’000 AED’000 AED’000 Retention payables ...... 17,814 —— Accrued expenses ...... 290,878 40,806 3,826 Other ...... 22 13 — 308,714 40,819 3,826

Retentions payable represents amounts withheld in accordance with the terms of the contract when progress payments are made to the contractors. Retentions payable are settled one to two years after completion of the related projects. As at 31 December 2013 and 2012, retention payables were included in due to related parties.

F-23 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

11. General and administrative expenses

Period ended Year ended Period ended 31 August 2014 31 December 2013 31 December 2012 AED’000 AED’000 AED’000 Recharged expenses from a related party [Note 9(d)] . 6,851 12,816 4,228 Professional and legal fees ...... 28 —— 6,879 12,816 4,228

12. Commitments and contingent liabilities a) Commitments Commitments for the acquisition of services for the development and construction of assets classified under developments in progress:

2014 2013 2012 AED’000 AED’000 AED’000 —Contracted for ...... 1,404,597 512,616 45,979 —Committed but not contracted for ...... 7,248,288 8,140,268 6,771,846 8,652,885 8,652,884 6,817,825

The estimated total commitments are reviewed and assessed by management on regular basis. The estimated costs are validated through historical pricing achieved, regular review of material prices and discussions with third party specialists. b) Contingent liabilities

2014 2013 2012 AED’000 AED’000 AED’000 Letters of credit ...... 60,951 ——

13. Financial instruments (a) Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset and financial liability are disclosed in Note 3 to the special purpose combined financial statements.

(b) Categories of financial instruments

2014 2013 2012 AED’000 AED’000 AED’000 Financial assets Loans and receivables ...... — —— Financial liabilities At amortised cost ...... 308,714 356,286 62,544

(c) Fair value of financial instruments The fair values of financial assets and financial liabilities at year-end approximate their carrying amounts at the reporting date.

F-24 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

14. Financial risk management The Group’s financial risk management policies set out the Group’s overall business strategies and risk management philosophy. The Group’s overall financial risk management program seeks to minimize potential adverse effects to the financial performance of the Group. The management carries out overall financial risk management covering specific areas, such as market risk (including foreign exchange risk and interest rate risk), credit risk, and liquidity risk and investing excess cash. The Group’s activities in future periods will expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. The Group does not hold or issue derivative financial instruments for speculative purposes.

(a) Interest rate risk management The Group is not exposed to interest rate risk since it has no interest bearing financial instruments as at the reporting date.

(b) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group is not exposed to credit risk as there is no outstanding financial asset as at the reporting date.

(c) Foreign currency risk management At the reporting date, there were no significant exchange rate risks as substantially all financial assets and financial liabilities are denominated in United Arab Emirates Dirhams (AED) or United States Dollars (USD) to which the AED is fixed. The exchange rate used in conversion of AED amounts to USD 1 is equivalent to AED 3.675.

(d) Liquidity risk management Ultimate responsibility for liquidity risk management rests with the management which has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding. The Group manages liquidity risk by maintaining adequate reserves, and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and financial liabilities.

Liquidity risk tables The following tables detail the Group’s remaining contractual maturity for its non-derivative financial assets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial

F-25 Dubai Parks and Resorts Group Notes to the special purpose combined financial statements (Continued) for the eight month period ended 31 August 2014

14. Financial risk management (Continued) assets and liabilities based on the expected maturity and the earliest date on which the Group is expected to pay. The table includes principal cash flows.

Less than Interest 1 year 2 - 5 years Total rate % AED’000 AED’000 AED’000 Financial liabilities 31 August 2014 Non-interest bearing financial liabilities ...... — 308,714 — 308,714 31 December 2013 Non-interest bearing financial liabilities ...... — 40,760 315,526 356,286 31 December 2012 Non-interest bearing financial liabilities ...... — 3,826 58,718 62,544

Non-interest bearing financial liabilities include due to related parties amounting to AED 315 million and AED 59 million as at 31 December 2013 and 31 December 2012, respectively [Note 9(c)].

15. Capital risk management The Group manages its capital to ensure it will be able to continue as a going concern while maximising the return to shareholders.

16. Comparative amounts The prior year’s/period’s amounts are not necessarily comparable to the current period’s amounts since the prior year/period financial statements are for the year ended 31 December 2013 and for the six month period from 11 July 2012 to 31 December 2012, respectively, whereas the current period figures are for the eight month period from 1 January 2014 to 31 August 2014.

17. Subsequent events The below events happened subsequent to the reporting date: a) On 7 September 2014, Dubai Parks & Resorts (LLC) has established a subsidiary, LL Dubai Theme Park (LLC). At incorporation date, the shareholdings of LL Dubai Theme Park (LLC) are as follows:

Percent Amount holding % AED’000 Dubai Parks and Resorts (LLC) ...... 99% 297 Meraas Leisure & Entertainment (LLC)* ...... 1% 3 100% 300

* Beneficially held for Dubai Parks & Resorts (LLC). b) Dubai Parks and Resorts LLC is in the process of being converted from a limited liability company to a public joint stock company in Dubai with the relevant authorities in the U.A.E. Furthermore, the Company will submit an application to the relevant authorities to increase its share capital and list its shares on the Dubai Financial Market.

18. Approval of the special purpose combined financial statements The special purpose combined financial statements were approved by the Board of Directors and signed for issuance on 28 September 2014.

F-26 FINANCIAL PROJECTIONS INTRODUCTION See ‘‘Presentation of financial and other information—Projections’’ for an explanation of the background to the preparation of the Projections and what they contain, an introduction to the Assumptions on which the Projections are based and a caution in relation to reliance on the Projections. All information in this section related to the Post-opening Period, save for that under ‘‘Company commentary on certain projected financial statement numbers’’, has been extracted from the Feasibility Study.

PROJECTIONS Projected consolidated statements of financial position The table below shows our projected consolidated statements of financial position as at 31 December in each of 2014, 2015, 2016, 2017, 2018 and 2019.

As at 31 December 2014 2015 2016 2017 2018 2019 (AED thousands) ASSETS Property and equipment ...... 1,772,304 4,607,844 8,786,021 8,460,041 8,176,659 7,906,357 Intangible assets ...... ——62,545 56,131 49,716 43,301 Investment properties ...... 228,372 312,827 374,236 365,248 357,454 350,269 Inventories ...... ——37,034 39,329 44,891 50,425 Accounts receivables ...... ——41,351 44,359 47,657 53,616 Advances to contractors and prepayments ...... 198,832 352,392 10,050 12,764 15,478 18,191 Cash and bank balances ...... 4,327,052 3,785,536 486,946 622,139 619,787 742,430 Total assets ...... 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589 Equity and liabilities Equity Share capital ...... 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828 Statutory reserve ...... ————10,846 35,779 Accumulated losses ...... (121,085) (446,679) (1,005,800) (1,041,595) (943,985) (719,583) Total equity ...... 6,200,742 5,875,148 5,316,027 5,280,233 5,388,688 5,638,024 Liabilities Borrowings ...... — 2,496,197 4,013,438 4,214,558 3,793,102 3,371,646 Provision for end of service benefits . ——2,874 14,701 25,650 36,356 Trade and other payables ...... 325,817 687,254 437,214 60,018 70,129 80,006 License fees accruals ...... ——6,699 7,038 7,210 8,395 Deferred revenue ...... ——21,930 23,464 26,862 30,162 Total liabilities ...... 325,817 3,183,450 4,482,155 4,319,779 3,922,953 3,526,565 Total equity and liabilities ...... 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589

P-1 Projected consolidated statements of comprehensive income The table below shows our projected consolidated statements of comprehensive for the four month period ending 31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and 2019.

For the 4 month period ended 31 December For the year ended 31 December 2014 2015 2016 2017 2018 2019 (AED thousands) Revenue ...... ——562,942 2,447,051 2,754,975 3,085,806 Direct costs ...... ——(374,948) (1,578,690) (1,740,537) (1,926,159) Gross profit ...... ——187,994 868,361 1,014,437 1,159,647 General and administrative expenses . (97,162) (359,896) (682,900) (634,424) (663,223) (694,526) Operating (loss)/income for the period ...... (97,162) (359,896) (494,906) 233,937 351,214 465,122 Interest income ...... — 34,302 ———— Interest expense ...... ——(64,215) (269,732) (242,759) (215,785) (Loss)/income for the period ...... (97,162) (325,594) (559,121) (35,795) 108,455 249,336 Other comprehensive income ...... —————— Total comprehensive (loss)/income for the period ...... (97,162) (325,594) (559,121) (35,795) 108,455 249,336

P-2 Projected consolidated cash flow statements The table below shows our projected consolidated cash flow statement for the four month period ending 31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and 2019.

For the 4 month period ended 31 December For the year ended 31 December 2014 2015 2016 2017 2018 2019 (AED thousands) Cash flows from operating activities Loss for the period ...... (97,162) (325,594) (559,121) (35,795) 108,455 249,336 Adjustment for non-cash items: Provision for end of service benefits . . ——2,874 11,828 12,419 13,271 Depreciation ...... ——88,017 352,628 355,758 360,267 Amortisation ...... ——1,604 6,415 6,415 6,415 Interest expense ...... ——64,215 269,732 242,759 215,785 Interest income ...... — (34,302) ———— Payment of employees end of service benefits ...... ————(1,470) (2,565) Changes in working capital: Advances to contractors and prepayments ...... (84,664) (153,560) 278,193 (2,714) (2,714) (2,714) Inventories ...... ——(37,034) (2,296) (5,562) (5,534) Accounts receivables ...... ——(41,351) (3,009) (3,298) (5,959) Trade and other payables ...... 211,949 361,436 (250,039) (377,196) 10,111 9,877 License fees accruals ...... ——6,699 338 172 1,185 Deferred revenue ...... ——21,930 1,534 3,399 3,300 Net cash generated from / (used in) operating activities ...... 30,123 (152,020) (424,013) 221,466 726,444 842,665 Cash flows from investing activities Expenditures on property and equipment ...... (216,987) (2,708,534) (4,105,832) (17,661) (63,348) (80,874) Expenditure on investment properties . (30,699) (84,455) (63,655) — (1,234) (1,907) Net cash used in investing activities .. (247,686) (2,792,989) (4,169,487) (17,661) (64,583) (82,781) Cash flows from financing activities Share capital introduced ...... 4,544,615 — ———— Proceeds from / (repayment of) bank loan ...... — 2,496,197 1,517,241 201,120 (421,456) (421,456) Cash transferred to a debt service reserve account and restricted cash . — (204,866) (904) (4,394) (6,988) (7,421) Interest received ...... — 34,302 ———— Interest paid ...... — (127,007) (222,330) (269,732) (242,759) (215,785) Net cash generated from / (used in) financing activities ...... 4,544,615 2,198,626 1,294,007 (73,006) (671,202) (644,662) Cash and cash equivalents at the beginning of the period ...... — 4,327,052 3,580,670 281,177 411,976 402,635 Cash and cash equivalents at the end of the period ...... 4,327,052 3,580,670 281,177 411,976 402,635 517,857

Supplemental cash flow information (non-cash transactions) See ‘‘Related Party Transactions’’ for a description of non-cash contribution made or to be made by our founder. In addition, we reclassified AED 64 million from Advances to contractors and prepayments to Intangible assets for the year ended 31 December 2016 reflecting the anticipated commencement of park operations.

P-3 PROJECTED CONSOLIDATED EBITDA AND EBITDA BEFORE OPERATOR FEE For a discussion of the manner in which we derive EBITDA and EBITDA before operator fee, see ‘‘Presentation of financial and other information—Non-IFRS information’’. The table below shows our projected EBITDA and projected EBITDA before operator fee for each of the years ended 31 December in each of 2016, 2017, 2018 and 2019. We do not expect to earn any revenue before 2016 and we only expect to earn revenue for the fourth quarter of 2016.

Year ended 31 December 2016 2017 2018 2019 (AED million) EBITDA before operator fee ...... (380) 706 842 972 EBITDA ...... (402) 605 726 845 The table below sets out a reconciliation of projected EBITDA and projected EBITDA before operator fee to projected net loss/(profit) for each of the years ended 31 December in each of 2016, 2017, 2018 and 2019.

Year ended 31 December 2016 2017 2018 2019 (AED million) Net (loss)/profit ...... (559) (36) 108 249 Depreciation, amortisation and other ...... 92 371 375 380 Interest ...... 64 270 243 216 EBITDA ...... (402) 605 726 845 Operator fees ...... 22 101 116 127 EBITDA before operator fee ...... (380) 706 842 972

COMPANY COMMENTARY ON CERTAIN PROJECTED FINANCIAL STATEMENT NUMBERS The management commentary below should be read in conjunction with the accounting policies disclosed in our Historical Financial Information.

Consolidated statement of financial position Property and equipment: Property and equipment includes land and development costs of capital work in progress (CWIP) for the Project (such as design costs, rides, buildings, furniture, fixtures and infrastructure) with costs projected to be incurred up to the end of the third quarter of 2016. Thereafter, CWIP will be transferred to the different fixed asset categories within property and equipment and depreciation will be charged once we commence theme park operations in the fourth quarter of 2016. The total cost related to property and equipment is projected to be AED 8.9 billion. The useful life of significant components of property and equipment is as follows:

Years Buildings and infrastructure ...... 25 - 35 Rides ...... 15 - 20 Computer and office equipment ...... 3 - 4 Furniture and fixtures ...... 4 - 7 In the years following 2016, substantial costs incurred that qualify for capitalisation in accordance with IFRS are included in the cost of property and equipment and are depreciated over the useful life of the assets concerned. Intangible assets: Intangible assets principally comprise intellectual property licensing fees related to the Project. During the Pre-opening Period, these fees are classified as advance payments. Once the park is operational and the intellectual property is used in the business, these advance payments will be reclassified as intangible assets and will be subject to amortisation over their useful economic life up to 10 years. The total cost related to intellectual property is projected to be AED 64 million.

P-4 Investment properties: Investment properties relate to Riverpark and comprise the buildings and land owned by us which will be leased to third parties. Riverpark is expected to become operational in the fourth quarter of 2016 at a total cost of AED 376 million. The investment properties are carried at cost in the financial statements. The building portion of investment properties will be depreciated over its useful life of 20-25 years commencing in the Post-opening Period. Inventories: Inventories generally relate to retail merchandise, food and beverage products and other operating supplies and are stated at the lower of cost and net realisable value. Accounts receivable: Accounts receivable generally relate to the part of revenue not collected in cash as at the reporting date. Advances to contractors/ trade and other payables: Advances and trade payables represent contractual assets and liabilities for construction costs and operating expenses and, in the Pre-opening period, licensing fees. Cash and bank balances: The Company commenced the operation of its own bank accounts in the fourth quarter of 2014. All cash transactions in the historical period up to 31 August 2014 were executed by our founder. As such there were no cash balances in this period. The cash balance for periods subsequent to 31 August 2014 includes the cash and cash equivalents principally reflecting proceeds from the Offering in 2014 and drawings under the Committed Facility in 2015 and restricted cash for items such as debt covenant requirements. Share capital: Our share capital includes equity contributed by our founder prior to the Offering and the target proceeds of the Offering. See ‘‘Business of the group—Project costs and funding—Funding’’. A portion of the contribution was in the form of land contributed by our founder. See ‘‘Presentation of financial and other income—Land valuation’’ for a discussion of certain land parcels transferred to us and the valuation methodology in relation to that land. The total share capital of the Company as of 31 December 2014 is expected to amount to AED 6.3 billion. The composition of the share capital is expected to be as follows:

Description Amount (AED thousands) Carry forward of share capital from 31 August 2014 ...... 300 Contribution in kind—payments made by and waived by the founder in consideration for share capital as at 31 August 2014 ...... 685,828 Contribution in kind—payments made by the founder on behalf of the Company in consideration for share capital during the four month period ending 31 December 2014 in relation to existing payables on the balance sheet as of 31 August 2014 .... 194,847 Contribution in kind—land contributed by the founder in consideration for share capital ...... 896,238 Share capital introduced—cash contributions in the Offering ...... 4,544,615 Share capital as at 31 December 2014 ...... 6,321,828 The carry forward of share capital from 31 August 2014 represents the share capital of the Company which was fully paid for at inception. Contribution in kind—payments made by and waived by the founder represents the outstanding liability balance of due to related parties of AED 686 million as at 31 August 2014 which has been waived by founder in consideration for share capital as a contribution in kind and was reclassified at 31 August 2014 as a proposed share capital increase. During the four months ending 31 December 2014, the proposed share capital increase was reclassified to share capital as a contribution in kind. As such, the increase in share capital to the extent of this contribution was not shown in the cash flow statement for the four months period ending 31 December 2014 as this increase is a non-cash transaction which is required to be excluded from the cash flow statement and to be disclosed separately as required by IFRS. Contribution in kind—payments made by the founder during the four month period ending 31 December 2014 represent liabilities of the Company to third parties which the founder has agreed to pay and then waive the outstanding due to related parties balance in consideration for share capital as a contribution in kind. As such, the increase in share capital to the extent of this contribution was not shown in the cash flow statement for the four months period ending 31 December 2014 as this increase is a non-cash transaction

P-5 which is required to be excluded from the cash flow statement and to be disclosed separately as required by IFRS. Contribution in kind—land contributed by the founder represents the land contributed in kind by the Company in consideration for the issue of share capital during the four month period ending 31 December 2014 which is recorded as property and equipment and investment property as of 31 December 2014. As such, the increase in share capital to the extent of this contribution was not shown in the cash flow statement for the four months period ending 31 December 2014 as this increase is a non-cash transaction which is required to be excluded from the cash flow statement and to be disclosed separately as required by IFRS. Share capital introduced—share capital introduced represents the cash contributed share capital in the Offering. Out of the total share capital introduced, an amount of AED 2 billion is contributed by the founder in cash. Statutory reserve (or legal reserve): Statutory reserve represents the cumulative statutory reserve required under UAE Companies Law (currently 10 per cent. of net profit until the statutory reserve reaches 50 per cent. of the issued share capital). Accumulated losses: Our projected negative retained earnings reflect the fact that in the period since our incorporation on 11 July 2012 and up to the projected completion of the Project we have not generated, and do not expect to generate, any revenue but have incurred, and expect to continue to incur, certain non-capitalised expenses. See ‘‘Historical Financial Information’’ which shows our accumulated losses in the period up to 31 August 2014. We expect to achieve profitable operations in accordance with IFRS in 2018 and thereafter. Borrowings: Our borrowings consist of drawings under our Committed Facility. The Projections assume that we will commence drawing down the Committed Facility in 2015 and will commence principal repayment in 2018. The Projections assume that the entire facility is committed before the date of the Offering. Deferred revenue: Deferred revenue mainly comprises ticket package sales not utilised at the reporting date and lease amounts received for future periods. The table below shows how the total Project cost of AED 10.5 billion is reconciled with our projected statement of financial position at 31 December 2016 and with our projected statement of cash flows for the year ending 31 December 2016.

At 31 December 2016 (AED thousands) Property and equipment ...... 8,786,021 Advances to contractors ...... 10,050 Investment properties ...... 374,236 Depreciation for the fourth quarter of 2016 ...... 88,017 9,258,324 Intangibles ...... 62,545 Amortisation for the fourth quarter of 2016 ...... 1,604 64,149 Accumulated losses ...... 1,005,800 Net loss for the fourth quarter of 2016(1) ...... (31,055) Interest income(2) ...... 34,302 1,009,047 Restricted cash as at 31 December 2015(3) ...... 204,866 Total ...... 10,536,386

Notes: (1) Net loss for the fourth quarter of 2016 is deducted from the accumulated losses balances as at 31 December 2016 as the Company is projected to commence operations at the beginning of that quarter. Therefore, the net result for the quarter is not relevant to the Company’s expenditures.

P-6 (2) Interest income is earned on short-term bank deposits as the Company will have a cash surplus in banks during the period. However, this amount is added back to the accumulated losses balance as at 31 December 2016 as it does not offset the projected expenditures made by the Company during the Pre-opening Period. (3) A debt service reserve account will be established by the Company during the year ended 31 December 2015. The reserve account will be part of cash and bank balances in the consolidated statement of financial position throughout the projected period.

Consolidated statement of comprehensive income Revenue: Revenue comprises revenue earned from the theme parks, the hotel and Riverpark. Direct costs: Direct costs include the cost of operations and operator fees. General and administrative expenses: This includes the payroll, repair and maintenance and office expenses of the theme parks, hotel, Destination Management and leased assets, as well as depreciation and amortisation costs. The significant increase in 2015 is a result of salaries (recruitment) and marketing expenses incurred before starting operations in the fourth quarter of 2016. Interest expense: Finance costs incurred after the start of operations in the fourth quarter of 2016 are recognised as interest expense. Qualifying finance costs incurred prior to start of operations are capitalised in accordance with IFRS.

ASSUMPTIONS This section summarises certain sections of the Feasibility Study relating to the assumptions and the methodology used by the Technical Expert to prepare such assumptions and the various benchmarks used.

Summary of scope and approach The key assumptions used to prepare the Projections and the basis thereof have been based on a variety of sources reviewed by the Technical Expert, including analysis and research by the Technical Expert, Company and founder information, UAE and other government sources, independent third party market and other data and discussions with third-parties, including key contractual counterparties to the Project (such as the operators of the theme parks and the resort hotel). There are certain data points included in the Feasibility Study which the Technical Expert relied solely on Company’s management to provide. These items include all items related to the Pre-opening Period, including the terms of all contracts, capital expenditure estimates and phasing, land value, head office costs, capital structure and sources of funding and financial statements covering the Pre-opening Period, staff numbers, and certain revenue and cost assumptions. The Technical Expert discussed all assumptions with the management of the Company. The table below summarises the Technical Expert’s scope and approach for preparing the assumptions underlying the Projections:

Key assumptions Technical Expert scope and approach for preparing key assumptions • Visitor and visit figures • Reviewed previous work prepared by a third-party consultant • Ticket prices and yields • Reviewed and analysed data from various statistical bodies, including government sources such as the UAE National • Food and beverage (F&B) and retail Bureau of Statistics (NBS), the UAE Ministry of Economy, revenue(1) DTCM, Dubai Statistics Centre (DSC), Abu Dhabi Tourism and Culture Authority (ADTCA) and Statistics Centre Abu Dhabi (SCAD)

(1) Retail revenue includes revenue generated from sales of souvenir items, T-shirts, mugs, toys and other retail merchandise which have the logo of the theme park or certain characters associated with the theme park.

P-7 Key assumptions Technical Expert scope and approach for preparing key assumptions • Midway games(2) and Midway • Benchmarking of international and local theme park data photography(3) from public sources (company websites, annual reports, news articles, including those related to the three major international theme park groups (Walt Disney, Merlin Entertainments and Universal)) and reports prepared by industry bodies such as AECOM Technology Corporation (a global engineering design firm) and International Association of Amusement Parks and Attractions (an international trade association) • Conducted interviews with theme park operators • Conducted interviews with key executives and management of the Company and the founder • Conduct interviews with Dubai-based tour operators and hospitality providers • Sense-checked data, as well as trend and comparison analysis of the industry Hotel revenue and costs (Occupancy, • Reviewed previous work prepared by a third-party consultant F&B etc.) • Conducted interview with key executives and management of the Company and the founder • Conducted interview with contractual hotel operator • Conducted interview with Dubai hospitality sector operators • Reviewed international and local benchmark data from public sources and reports • Sense-checked the data, conducted analysis of Dubai area hotels, and updated forecast figures Riverpark revenue and costs (lease and • Reviewed previous work prepared by a third-party consultant service fees) • Conducted interview with key executives and management of the Company and the founder • Sense-checked lease rates using UAE benchmarks and refined the forecast figures Staff numbers and costs • Conducted interviews with theme park operators • Received input from key executives and management of the Company and the founder based on budget and business plan • Reviewed international and local benchmark data from reports • Sense-checked salary numbers, staff to visitor ratios and refined the forecast figures Direct and indirect operating costs • Reviewed previous work prepared by a third-party consultant (marketing, maintenance, selling, • Conducted interviews with theme park operators and general and administrative, etc.) Company and the founder key executives and management • Sense-checked against international benchmarks available in the public domain and refined the figures

(2) Midway games are areas within Dubai Parks and Resorts where visitors can play classic arcade games and win prizes which require an additional fee above the ticket price. (3) Midway photography revenue is revenue generated from taking photos of visitors (whether novelty photos, with theme park walk-around characters or otherwise) and selling photos to visitors.

P-8 Key assumptions Technical Expert scope and approach for preparing key assumptions • IP, operator and license fees, tenure • Received and relied on information and figures on the terms of contracts of IP contracts, development costs, head office cost and other matters from key executives and management of the Company • Capital expenditure and the founder • Land value • Received and relied on land valuation from key executives • Head office costs and management of the Company and the founder • Debt, equity, and sources of funding • Relied on Pre-opening Period financial statements of the Company prepared by the Company • Financial statements covering the Pre-opening Period • No access to any Company or founder contracts • No access to founder historical and present financial statements, accounts or similar founder financial or accounting information

Methodology General assumptions The Technical Expert’s general assumptions which form the basis of the Feasibility Study are (a) the UAE and Dubai’s continued economic prosperity; (b) Dubai’s attainment of Dubai Tourism Vision 2020; (c) the successful construction and opening of Dubai Parks and Resorts in 2016; and (d) that Dubai Parks and Resorts will be a high quality, well managed and world class operation. In particular: The UAE and Dubai will demonstrate healthy GDP growth and attain Dubai Tourism Vision 2020, including the following key factors and assumptions: • The UAE is forecast to continue its strong economic growth in line with IMF forecasts of UAE real GDP growth at 4.7 per cent. in 2014 and between 4.4 to 4.6 per cent per year from 2015 to 2019 (source: IMF—United Arab Emirates—2014 Article IV Consultation Concluding Statement of the IMF Mission dated May 27, 2014) • Dubai Tourism Vision 2020 aims to double its visitors from 10 million in 2012 to 20 million by 2020, in line with the Expo 2020 forecast of attracting more than 25 million visitors to Dubai • The most significant ‘‘mega’’ projects in Dubai which have been announced will be completed within announced periods • Dubai World, Nakheel, and other government and private entities will continue to make loan repayments and manage their financial obligations from the 2008/9 crisis • The UAE will continue to benefit from its perceived safe-haven status amid regional instability The Project will be successfully constructed, tested and opened as per the announced schedule, including the following key factors and assumptions: • The Company will incur expenditure as predicted in its budgets and the accuracy of its budgets in general • The Company will receive the forecasted required funding from private and/or public sources to fund the anticipated Project cost (see ‘‘Business of the group—Project costs and Funding’’) • The Company, together with the founder, with the support and oversight of their respective Boards, will be able to complete construction of the Project • The Company will be able to satisfy all pre-operating test and safety requirements and open as per the announced schedule in 2016 Dubai Parks and Resorts will have high quality, well managed world class operations, including the following key factors and assumptions: • The Feasibility Study assumes that the operator contracts with Parques Reunidos, Merlin Entertainments and Marriott will be fully honoured by all parties and implemented thereby, ensuring

P-9 high quality expert management. The Company will retain and continue to attract skilled staff at all required levels of operations • Dubai Parks and Resorts will deliver world-class entertainment which reflects the stated descriptions of the theme parks and ride attractions

Specific assumptions The specific assumptions and forecasts which form the basis of the Feasibility Study and the Projections relate to (a) the number of visitors and visits to Dubai Parks and Resorts; (b) ticket prices and associated revenues; (c) consolidated operating and financing costs; and (d) capital expenditure. Each of these is summarised under a separate heading below.

P-10 Dubai Parks and Resorts visits The number of visits to Dubai Parks and Resorts was determined in the Feasibility Study as described below.

Total addressable market As a first step in determining future UAE theme park visits, the Technical Expert first determined the total potential UAE theme park addressable market (i.e. the total potential UAE theme park visitors). In order to estimate the total UAE addressable market, the Technical Expert conducted analysis focused on three key potential visitor segments: UAE hotel tourists, visiting friends and relatives (VFR) and UAE resident population.

UAE hotel tourists UAE hotel tourist arrivals were utilised by the Technical Expert as a proxy for general tourist visits to the UAE (excluding VFR). The Technical Expert projected future hotel tourist arrivals based on an analysis of historical trends of hotel tourist arrivals sourced from the DTCM and ADTCA, among others. According to the Technical Expert, hotel tourist arrivals in the UAE are projected to grow from 14.1 million in 2013 to 31.2 million in 2021 representing a CAGR of 10.4 per cent. It is further assumed that Dubai’s proportionate share of UAE tourists will be 79 per cent. (78 per cent. in 2013). Dubai leisure tourists are projected to remain constant at 79 per cent. of the total Dubai tourist arrivals with the remaining 21 per cent. representing business tourists. The growth in hotel tourist arrivals between 2016 and 2021 is mainly driven by the Expo 2020, which is forecast to attract more than 25 million visitors (although the impact of the Expo 2020 itself is expected to be limited to a six month period commencing at the end of 2020 and carrying over into 2021). Overall, international hotel tourist arrivals are forecast to grow at a CAGR of approximately 13.4 per cent. during the period between 2017 and 2021 and to account for approximately 86 per cent. of total arrivals in the UAE on an annualised basis. The remaining 14 per cent. of international hotel tourist arrivals comprise VFR. The graph below summarises the forecast assumptions for hotel tourist arrivals in the UAE used by the Technical Expert.

Graph: UAE hotel tourist forecast assumptions (millions)

31.2 CAGR: 10.4% 26.9 22.8 20.7 17.7 18.9 15.3 16.5 14.1

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F5NOV201412051896 2021F

Source: DTCM, DSC, ADTCA, SCAD, BMI and analysis by the Technical Expert

UAE resident population Based on analysis by the Technical Expert and data from third-parties, the UAE population was 9.0 million people in 2013 and is assumed to grow at 2.9 per cent. between 2013 and 2021 to reach 11.3 million. The Technical Expert analysed the UAE population based on family dynamics, income levels and location in order to understand the propensity for the resident population to visit UAE theme parks. The Feasibility Study assumes that UAE nationals continue to fall in high income bands and have large families that are likely to visit theme parks. Families represent a significant portion of residents in the UAE population with Abu Dhabi, Dubai and Sharjah accounting for 90 per cent. of the addressable population on average. Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and

P-11 61 per cent. of the residents under the age of 45, which represents a key target customer demographic for theme parks. The Technical Expert adjusted the UAE resident population downwards to account for those individuals that are not considered to have sufficient income to visit Dubai Parks and Resorts and other theme parks of its standard in the UAE. Approximately 1.2 million UAE residents (11.9 per cent. of the total UAE resident population) have been excluded from the addressable population because they earn below AED 36,000 per annum. Residents that earn between AED 36,000 to AED 96,000 annually represent 6 per cent. of the total UAE resident population and have been assumed to visit theme parks at a lower rate than residents within higher income brackets. However, given that there are a large number of South Asians within this segment—matching the target audience of Bollywood Parks—it is still possible that a higher proportion of this segment may save up to experience that park. In addition to adjusting the UAE resident population for income levels in order to arrive at the addressable population, the Technical Expert adjusted the UAE resident population to reflect residents’ propensity to drive to Dubai Parks and Resorts based on driving distance. The Ajman population has accordingly been adjusted downwards by 75 per cent. while the Ras Al Khaimah, Fujairah and Umm Al Quwain resident populations have been adjusted downwards by 90 per cent. After factoring in the adjustments for income levels and the propensity to drive, the overall UAE resident population is 7.0 million in 2013 and is projected to grow to 9.2 million in 2021, reflecting a CAGR of 3.5 per cent., slightly above the long term population growth rate of 2.9 per cent. used by the Technical Expert. The graph below summarises the UAE resident’s addressable forecast assumptions used by the Technical Expert.

Graph: UAE resident population addressable market forecast assumptions (millions)

CAGR: 3.5% 9.2 8.7 8.9 8.1 8.4 7.5 7.8 7.0 7.2

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F5NOV201412052156 2021F

Source: NBAS, UAE Ministry of Economy and analysis by the Technical Expert

VFR (Visiting friends and relatives) According to the Feasibility Study, approximately 14 per cent. of tourists visit the UAE for the purpose of visiting friends and relatives, staying with UAE residents rather than in hotels. In order to estimate the potential addressable VFR market, the Feasibility Study assumes, based on discussions with tour operators, surveys and information by DTCM and analysis by the Technical Expert of other data sources, that for every 10 VFR tourists, there will be approximately 4 UAE residents (0.4x factor) which accompany their guests on tourist activities. As such, VFR visitors are projected to grow from 2.3 million in 2013 to 5.1 million in 2021 representing a CAGR of 10.5 per cent. According to the Feasibility Study, VFR visitors represent approximately 10 per cent. to 11 per cent. of the total addressable population and the projected VFR growth will largely follow the growth in visitors being driven by the Expo 2020. The graph below summarises the VFR forecast assumptions used by the Technical Expert.

P-12 Graph: VFR forecast assumptions (millions)

5.1 CAGR: 10.5% 4.4 3.7 3.4 3.1 2.7 2.9 2.3 2.5

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F5NOV201412052331 2021F

Source: DTCM on Dubai Survey and analysis by the Technical Expert

Total addressable market Based on the analysis of the respective visitor categories outlined above, the Technical Expert forecast the overall theme park addressable market to grow from 23.4 million in 2013 to 45.4 million in 2021 representing a CAGR of 8.6 per cent. The overall addressable market mainly comprises international tourists (hotel guests and VFR) who are forecast to represent approximately 80 per cent. of the 45.4 million addressable market in 2021. The graph below summarises the total UAE theme park addressable market assumptions used by the Technical Expert.

Graph: Total UAE theme park addressable market assumptions (millions)

45.4 CAGR: 8.6% 40.2 5.1 35.2 4.4 32.5 9.2 28.4 30.1 3.7 25.0 26.6 3.4 8.9 23.4 2.9 3.1 8.7 2.5 2.7 8.4 2.3 7.8 8.1 7.5 7.0 7.2 26.9 31.2 18.9 20.7 22.8 14.1 15.3 16.5 17.7

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F Hotel Visitors UAE residents VFR 10NOV201418460391

Source: DTCM on Dubai Survey, NBS, DSC, SCAD, UAE Ministry of Economy, ADTCA, BMI and analysis by the Technical Expert In determining the conversion of the total UAE theme park addressable market into potential UAE theme park visits (see ‘‘—Dubai Parks and Resorts visitors to visits’’ for an explanation of the difference between visitors and visits), the Technical Expert examined other geographical markets to understand the theme park visit penetration rates of the local population (i.e., the local addressable population located within a two hour drive), VFRs and hotel tourists. The table below shows certain international theme park visit penetration rates considered by the Technical Expert (for residents, the table is based on total resident population rather than total addressable population due to availability of data; tourist figures in the table include hotel guests and VFR).

P-13 Table: Theme park visit penetration benchmarking

2013 Penetration Parks visits Residents Tourists Total rate (%) (millions) (millions) (millions) (millions) Orlando ...... 7 70.5 19.6 59.0 78.6 90% Hong Kong ...... 2 14.9 7.2 54.3 61.5 24% Singapore ...... 1 3.7 5.4 15.6 21.0 18% Denmark ...... 2 6.0 5.6 8.8 14.3 42% Japan ...... 5 51.4 127.3 10.4 137.7 37%

Source: AECOM, California Department of Finance, United States Census Bureau, State of Florida, OECD Library—Denmark, Department of Statistics Singapore, Statistics Bureau Japan, Japan National Tourist Organization, Tourism Commission Hong Kong, Census and Statistics Department Hong Kong, Singapore Tourism and Department of Statistics Malaysia The Technical Expert assumed that Dubai, with its favourable demographic and tourism profile, has much higher potential than Denmark (42 per cent.) and Japan (37 per cent.) in terms of theme park visit penetration. Orlando (90 per cent.), with seven of the top 25 theme parks globally, is a world-renowned theme park destination with over 40 years of experience and therefore less comparable to Dubai which has a relatively nascent theme park industry. Hong Kong (24 per cent.) and Singapore (18 per cent.) have limited offerings (two and one theme parks respectively). A significant proportion of the tourists in Hong Kong and Singapore are business travellers with a lower propensity to visit theme parks, so these visit penetration rates may be less comparable to visit penetration rates in the UAE. The Technical Expert assumed that the UAE theme park visit penetration would be higher considering (i) the high proportion of leisure tourists, (ii) the demographic profile, spending habits and purchasing power of residents and tourists, (iii) a large and growing UAE tourist base and (iv) the ability of Dubai to attract visitors to its iconic offerings. According to the Technical Expert, the UAE, as a new theme park destination, is expected to have theme park visit penetration levels of 37 per cent. of the addressable market in 2017, eventually reaching 44 per cent. by 2021. Based on these projected theme park visit penetration levels, the total potential UAE theme park visits are projected to grow from 7.6 million in 2013 to 19.8 million in 2021 based on the growth of the overall addressable market as well as an increase in the theme park visit penetration rate, which is a key driver of the growth in theme park visits. It is important to note that the projected potential UAE theme park visits, calculated using penetration rates based on the benchmarked international penetration rates in the table above, should be used as a reference point to gain further comfort on the actual visits assumed in the forecasts by the Technical Expert (as outlined in the sections below). The graph below summarises the total UAE potential theme park visits as forecast by the Technical Expert using assumed penetration rates of the addressable market.

Graph: Total UAE potential theme park visit assumptions (visits in millions)

19.8 CAGR: 12.7% 16.9 14.2 12.6 11.2 10.1 9.1 7.6 8.1

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F5NOV201412052029 2021F

Source: DTCM, BMI and analysis by the Technical Expert

P-14 Existing and future UAE theme park supply (excluding Dubai Parks and Resorts) As discussed in ‘‘Market overview’’, there is limited theme park offering in the UAE and wider GCC region. Currently there is only one operational theme park, Ferrari World, within the UAE. Ferrari World witnessed total visits of over 0.8 million in 2013. In addition to Ferrari World, there are two additional theme parks which have been announced and may open in the medium term. According to the Feasibility Study, IMG, located in the City of Arabia development in Dubailand, is scheduled to begin operations in 2015 with an estimated 0.8 million visits and Warner Brothers in Abu Dhabi is expected to commence operations in 2017 with 1.1 million visits. Overall, the Technical Expert projects the existing and projected theme park supply (excluding Dubai Parks and Resorts) to grow from 0.8 million in 2013 (Ferrari World) to 4.7 million in 2021 (Ferrari World, IMG and Warner Brothers). This growth is a result of new supply coming online over time as well as projected annual growth of Ferrari World, IMG and Warner Brothers visits at 2 per cent., 6 per cent. and 6 per cent., respectively. The Technical Expert forecasts the total theme park visit potential in 2017 to be 11.2 million visits (based on a theme park visit penetration rate of 37 per cent. of the addressable market) versus the actual forecast theme park visits assumed in the business plan of 9.6 million (representing the actual visits forecast by the Technical Expert based on existing and future theme park operations including Dubai Parks and Resorts as described below) implying a theme park visit penetration rate of 32 per cent. of the addressable market. The difference between the forecast theme park visit potential (11.2 million visits) and the actual forecast theme park visits assumed in the business plan (9.6 million visits) implies 1.6 million of additional theme park visits which could potentially be captured by Dubai Parks and Resorts. The Feasibility Study forecast this additional visit upside to further increase to 5.6 million by 2021. The graph below summarises the UAE theme park visit potential and the actual theme park visits assumed in the forecasts as determined by the Technical Expert.

Graph: Total UAE theme park potential visits and actual visits assumed in the forecasts (visits in millions)

Market Visit Penetration Potential 37% 44%

Actual Visit Penetration assumed in Business Plan 32% 31%

Potential visits upside (million visits) 1.6 5.6

19.8 16.9 14.2 12.6 14.2 11.2 10.1 12.8 9.1 11.4 8.1 10.6 7.6 9.6 9.5 8.3 6.6 7.2 3.7 6.1 1.8 1.4 0.8 0.9 4.3 4.5 4.7 2.3 3.4 4.0 2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F

Potential theme park visits Dubai Parks and Resorts theme park visits Other theme park visits10NOV201418461271

Source: Analysis by the Technical Expert.

Dubai Parks and Resorts visit forecasts The Technical Expert forecasts visits to Dubai Parks and Resorts (excluding waterpark and theatre visits) of 6.1 million in 2017. Dubai Parks and Resorts visits are forecasted to grow at a CAGR of 11.7 per cent. to 9.5 million in 2021. When the forecast Dubai Parks and Resorts visits are combined with the forecast visits from existing and future theme park offerings, the implied Dubai theme park visit penetration rate in 2017 and 2021 is 32 per cent. and 31 per cent. respectively. The graph below summarises the total Dubai Parks and Resorts visit assumptions used by the Technical Expert in the business plan. The methodology used to determine these figures is presented below.

P-15 Graph: Dubai Parks and Resorts theme park visits assumptions (visits in millions)

CAGR: 11.7% 9.5 8.3 7.2 6.6 6.1

1.4

2016F 2017F 2018F 2019F 2020F10NOV201418460524 2021F

Note: Dubai Parks and Resorts is assumed to be operational for only one quarter of 2016 and 2017 represents the first full year of operations; excluding waterpark and theatre visits. Source: Tourist and UAE resident figures were derived from NBS, DSC, DTCM, ADTCA, BMI and analysis by the Technical Expert

Dubai Parks and Resorts visitors by individual theme park The Technical Expert forecasts visits for Dubai Parks and Resorts by first forecasting visitor figures for each park within Dubai Parks and Resorts based on the international tourist (both hotel tourists and VFR) source country and the respective nationality of UAE residents. Visitors are defined as the number of people who attend a theme park or all of the parks. These assumptions were validated, updated and confirmed through discussions with Company’s management. The visitor figures for each theme park were estimated by assessing the propensity to visit by each of the tourists’ source countries (nationality). International tourists from source countries without equivalent theme parks were estimated to have a greater propensity to visit Dubai Parks and Resorts. For example, 10 per cent. of Saudi tourists are estimated to visit LEGOLAND Dubai compared to only 2 per cent. of tourists from the UK, given that there is an existing LEGOLAND (LEGOLAND Windsor) in the UK. International tourists from the Indian subcontinent were assumed to have a higher propensity to visit Bollywood Parks, See also ‘‘Market overview’’. The table below summarises the top tourist market data considered by the Technical Expert.

Table: Top visitor source countries to Dubai and Abu Dhabi—2012 (percentage of visitors)

Saudi Arabia 10.5% Russia 3.0% Egypt 0.7% India 7.7% Kuwait 2.5% Philippines 0.6% UK 6.7% Oman 2.1% Jordan 0.5% US 4.4% Iran 2.0% Syria 0.4% Germany 3.2% China 2.0% Pakistan 0.4%

Source: World Travel and Tourism Council (WTTC) Travel and Tourism Economic Impact UAE, WTTC World Tourism Report, 2014 and analysis by the Technical Expert

Dubai Parks and Resorts visitors to visits Ticket and package types Following the determination of the number of visitors to Dubai Parks and Resorts, the number of visits to Dubai Parks and Resorts was calculated based on the types of packages that would be available. The number of visits includes the total number of theme park entries (which can exceed the number of visitors as a visitor who purchases a multi-park or multi-day ticket is entitled to multiple visits). Accordingly, the number of visits is an important assumption made by the Technical Expert in calculating in-park expenditure (including F&B, retail, etc.). The Company’s Destination Management function is forecast by the Technical Expert to drive incremental visits based on the creation of various multi-park and multi-day packages. Package assumptions are based on information from certain global theme park operators, input from the Company’s management and interviews with travel agencies and tour operators. These types of tickets allow visitors to go to more than one park or the same park many times. Therefore, this constitutes multiple visits for one visitor. The Feasibility Study assumed that in 2017 approximately 20 per cent. of visitors will purchase these packages. Accordingly, visitors to Dubai Parks and Resorts are assumed to be able to choose between single or multi-park packages spread over one to five days.

P-16 The table below illustrates the different ticket types that are expected to be available and anticipated visits per visitor based on analysis by the Technical Expert considering the factors noted above:

Ticket types Description Operator Visits per visitor 1) Non-package Single entry, queue jumper or Single, fast-track or multiple Park operator 1 annual passes for each park annual entry for visitors in each of (motiongate, LEGOLAND the theme parks Dubai and Bollywood Parks) Single entry for LEGOLAND One-time entry for waterpark Merlin Entertainments 1 Dubai Waterpark visitors Single entry for Rajmahal One-time entry for theatre Parques Reunidos 1 theatre visitors 2) Combo LEGOLAND Dubai and Single entry per visitor to Merlin Entertainments 1 LEGOLAND Dubai Waterpark LEGOLAND Dubai and LEGOLAND Dubai Waterpark Bollywood Parks and theatre Single entry per visitor to Parques Reunidos 1 Bollywood Parks and Rajmahal theatre 3) Packages Park hopper (with and without Access to a choice of the three Destination Management 2.4 intraday bolt on) theme parks (choose 2 or choose 3) with a choice between 2 - 5 days Annual pass (multipark) Multiple access per visitor Destination Management 2.4 annually across all three theme parks Super VIP (motiongate, Entry to all three theme parks Destination Management 0.95* LEGOLAND Dubai and with VIP service and access to Bollywood Parks) private lounge Super VIP all (motiongate, Access to three theme parks and Destination Management 0.95* LEGOLAND Dubai, Bollywood associated FECs with VIP service Parks and family entertainment and private lounge centers (FECs))

* Visits per visitor for Super VIP packages were assumed to be less than 1 as such packages are sold by the Destination Management function and not at the theme park level and the visitor is assumed to have access to all three theme parks. i.e., one visitor accounts for one visit per day which is then divided among the number of theme parks that visitor attends in a given day. For example, if a visitor purchases a Super VIP package for one day only, which includes all three theme parks, each theme park would have 0.33 visits attributed to it. Source: Disney public information, interview with park operators, International Association of Amusement Parks and Attractions (IAAPA) publications, the Company’s management and analysis by the Technical Expert.

Forecast of visits to visitors based on package type The ratio of visits to visitors forecast by the Technical Expert in the Feasibility Study is 1.2x on average of visits to visitors overall based on a bottom-up approach based on analysis of types of packages that would be offered. Furthermore, the Feasibility Study assumes that package visits are expected to outpace the growth of non-package visits based on the successful execution of the Company’ Destination Management function as follows.

P-17 Table: Total package visitors and visits, 2017F forecast assumptions

Total Total in thousands visitors visits motiongate ...... 401 809 LEGOLAND Dubai ...... 350 710 Bollywood Parks ...... 300 610 Total ...... 1,051 2,129

Table: Forecast assumptions of visits by package vs. non-package

Visits in millions Q42016F 2017F 2018F 2019F 2020F 2021F Non package ...... 1.1 4.6 4.9 5.2 5.9 6.6 Package ...... 0.5 2.1 2.4 2.7 3.2 3.8 Total ...... 1.6 6.7 7.2 7.9 9.1 10.3

Source: Interviews with park operators and IP licensors, discussions with Company’s management and analysis by the Technical Expert

Total visits to Dubai Parks and Resorts by theme park The projected visit figures for Dubai Parks and Resorts are analysed by the Technical Expert in the Feasibility Study in the context of the overall growth in the UAE tourism market as well as the capacity of the individual Dubai Parks and Resorts theme parks. The table below summarises the projected total visit figures for Dubai Parks and Resorts estimated by the Technical Expert.

Table: Dubai Parks and Resorts visit forecast assumptions

2017F - 2021F 4Q2016F 2017F 2018F 2019F 2020F 2021F CAGR Package visits (millions) motiongate ...... 0.2 0.8 0.9 1.0 1.2 1.4 15.4% LEGOLAND Dubai ...... 0.2 0.7 0.8 0.9 1.1 1.3 15.8% Bollywood Parks ...... 0.1 0.6 0.7 0.8 0.9 1.1 15.5% Total ...... 0.5 2.1 2.4 2.7 3.2 3.8 15.6% Non-package visits (millions) motiongate ...... 0.5 2.3 2.5 2.7 3.0 3.4 10.4% LEGOLAND Dubai ...... 0.2 0.8 0.8 0.9 1.0 1.1 9.2% Bollywood Parks ...... 0.2 0.9 0.9 1.0 1.1 1.2 7.9% Total ...... 1.0 4.0 4.2 4.5 5.1 5.7 9.6% Park visits (millions) motiongate ...... 0.7 3.1 3.4 3.7 4.3 4.8 11.7% LEGOLAND Dubai ...... 0.4 1.5 1.6 1.8 2.0 2.3 12.3% Bollywood Parks ...... 0.4 1.5 1.6 1.7 2.0 2.3 11.0% Total theme park visits ...... 1.4 6.1 6.6 7.2 8.3 9.5 11.7% LEGOLAND Dubai waterpark ...... 0.1 0.4 0.4 0.5 0.5 0.6 7.9% Rajmahal theatre ...... 0.0 0.2 0.2 0.2 0.2 0.3 6.9% Total park visits ...... 1.6 6.7 7.2 7.9 9.1 10.3 11.3%

P-18 Revenue drivers and assumptions Theme park revenue drivers and ticket prices The theme park revenue forecasts in the Feasibility Study are driven by estimated admission ticket prices, yields and estimated non-admission spend. Key assumptions are discussed in further detail below. Dubai Parks and Resorts 2017 ticket prices are assumed to range between AED 240 and AED 330, and are forecast to grow by 3 per cent. per annum which is broadly in line with expected UAE inflation. The ticket price for the complementary offering of LEGOLAND Dubai Waterpark is assumed to be at a discount to the associated theme park ticket prices.

Table: Single ticket price forecasts (AED)

2017F 2018F 2019F motiongate ...... 330 340 350 LEGOLAND Dubai ...... 300 309 318 Bollywood Parks ...... 240 247 255 LEGOLAND Dubai Waterpark ...... 200 206 212 Rajmahal Theatre ...... 245 252 260 Based on an assumed 3 per cent. inflation rate, the Dubai Parks and Resorts 2014 ticket prices in 2014 price terms are assumed to range between AED 226 and AED 311. The Dubai Parks and Resorts ticket prices in 2014 price terms are in line with or below general ticket prices for local leisure and entertainment offerings and international theme parks.

Table: Sample ticket prices (AED) for UAE leisure and entertainment offerings and international theme parks

Regional International Wild Wadi ...... 275 Magic Kingdom ...... 363 Yas Waterworld ...... 240 Disneyland Tokyo ...... 218 Aquaventure ...... 250 Disneyland Anaheim ...... 352 Ferrari World ...... 240 Epcot ...... 345 Ski Dubai ...... 300 Disneyland Paris ...... 330 Universal Studios Singapore ...... 215 LEGOLAND Malaysia ...... 161 Median of top 5 theme parks globally(1) ... 345 Median of top 20 theme parks globally(1) ... 330

Source: Company websites (1) Calculated using CBRE, TEA/AECOM reports

Ticket / product yield assumptions A theme park’s yield is the percentage of the headline (e.g. ‘‘standard’’ or ‘‘full’’) ticket price that a theme park actually receives once discounts and commissions have been netted off. Single ticket and multipark tickets are not sold at face value because of the discounts and commissions given to tour operators, etc., particularly during periods of lower demand. Therefore, the Technical Expert has assumed different levels of product yields, ranging between 70 per cent. to 80 per cent. for Destination Management level packages, and 69 per cent. for theme park-level product. Based on the Feasibility Study, it is assumed that the Destination Management entity will be set up with an intention to cross-sell and market the different theme park and other offerings of Dubai Parks and Resorts in order to maximise overall yields.

Non-ticket revenue assumptions Non-ticket revenue includes the amount spent during each visit on F&B, retail (souvenir items, clothing, toys and other merchandise), Midway games (areas within a theme park where visitors can play classic arcade games and win prizes, etc.) and Midway photography (revenue from taking photos of the visitors and selling them to the visitor).

P-19 The table below sets forth the projected non-ticket price revenue per capita as included in the Feasibility Study.

Table: Non-ticket revenue per capita

2017F 2018F 2019F Non-ticket revenue per capita motiongate ...... 77 80 83 LEGOLAND Dubai ...... 84 86 88 Bollywood Parks ...... 62 65 67 Based on the Feasibility Study, per visit retail revenue for LEGOLAND Dubai was assumed to be the highest amongst the three parks, which is largely based on Merlin Entertainment’s experience in existing LEGOLAND theme parks. The retail revenue for LEGOLAND theme parks is driven by the high demand for LEGO products sold within the park. The Technical Expert has forecast retail revenue per visit for motiongate to be higher than Bollywood Parks given the higher familiarity and wider appeal of the motiongate intellectual property rights to a broader audience. Overall, non-ticket revenue is forecast to grow at 3 per cent. per year. According to the Feasibility Study, non-ticket revenue will be driven by the high spending levels exhibited by the Dubai Parks and Resorts visitor demographics, especially GCC nationals. According to the Feasibility Study, GCC tourists have the highest travel spend per person in the world with an average daily spend of U.S.$2,813. In addition, tourists from India, representing the second largest visitor segment to Dubai, spend U.S.$1,645 per day on average. The graph below shows the average travel spend per person for GCC nationals in 2012.

Graph: average travel spend per person for GCC nationals (U.S.$ per day in 2012)

4,100 3,360 3,280 2,670 1,860 1,606

Qatar KSA UAE Kuwait Bahrain5NOV201412051770 Oman

Source: Arabian Travel Market

Hotel revenue drivers The hotel revenue forecasts in the Feasibility Study are driven by estimated rack rate, yields, occupancy and estimated F&B and other revenue. The Technical Expert has calculated RevPar (revenue per available room) based on an assumed rack rate, yield and occupancy. Other spend (F&B revenue and other revenue such as laundry, phone, etc.) has been forecast on a per guest basis. The table below summarises the hotel revenue assumptions in the Feasibility Study. The rack rate is forecast to grow from AED 1,080 per room night in 2017 to AED 1,208 per room night in 2019. The blended occupancy, which is implied based on the occupancy of rooms sold through each of three channels—direct, destination management and third party tour operators—is forecast to increase from 80 per cent. in 2017 to 90 per cent. in 2019. These assumptions together imply that approximately 7 per cent. of Dubai Parks and Resorts visitors would stay at Hotel Lapita when visiting Dubai Parks and Resorts.

P-20 Table: Hotel revenue forecast assumptions

Revenue 2017F 2018F 2019F Accommodation Available rooms ...... 503 503 503 Rack rate (AED) ...... 1,080 1,150 1,208 Occupancy ...... 80% 85% 90% RevPar (AED) ...... 773 881 977 Hotel other revenue average spend per visit F&B (AED) ...... 138 147 155 Retail (AED) ...... 14 15 15

Riverpark revenue drivers The Riverpark revenue forecasts in the Feasibility Study are driven by estimated total area leased out for dining and retail outlets, lease rate per square metre and estimated service fee income. Riverpark effectively operates like a mall with six different types of lease rates. Key assumptions are summarised in the table below.

Table: Riverpark revenue forecast assumptions

Rental revenue 2017F 2018F 2019F Leased out GLA (sqm) ...... 17,500 19,700 19,700 Average lease rate (AED / sqm) ...... 2,693 2,731 2,812 Average service fee (AED / sqm) ...... 397 402 414

Forecast revenue Consolidated revenue is forecast in the Feasibility Study to grow at 12 per cent. annually from AED 2.5 billion in 2017 to AED 3.1 billion in 2019. Admission revenue represents the largest portion of theme park (76 per cent.) revenue from 2017 to 2019.

Table: Forecast theme park revenue

Percentage Theme park revenue by category* Average of theme park (AED ‘000) 4Q2016F FY2017F FY2018F FY2019F (2017F - 19F) revenue Tickets ...... 364,184 1,545,586 1,739,482 1,956,971 1,747,346 76.0% Retail ...... 48,383 204,941 228,959 257,261 230,387 10.0% F&B...... 52,843 224,391 249,609 280,437 251,479 10.9% Midway games, Midway photography and sponsorship ...... 14,988 62,582 71,345 78,264 70,730 3.1% Total ...... 480,398 2,037,501 2,289,394 2,572,933 2,299,943 100%

* Revenue by category excludes revenue generated from Hotel Lapita, Riverpark and Destination Management (included in table below)

P-21 Table: Forecast Dubai Parks and Resorts revenue

Percentage Average of total Total revenue by entity (AED ‘000) 4Q2016F FY2017F FY2018F FY2019F (2017F - 19F) revenue motiongate ...... 244,111 1,046,930 1,192,067 1,336,757 1,191,918 43.2% LEGOLAND Dubai ...... 121,314 498,280 562,616 634,956 565,284 20.5% LEGOLAND Dubai Waterpark . 12,563 52,521 55,952 61,640 56,704 2.1% Bollywood Parks ...... 91,447 392,543 426,641 482,322 433,835 15.7% Rajmahal theatre ...... 10,963 47,226 52,117 57,260 52,201 1.9% Total parks revenue ...... 480,398 2,037,501 2,289,394 2,572,933 2,299,943 83.4% Hotel Lapita ...... 45,186 219,700 250,590 277,668 249,320 9.0% Destination Management ...... 27,950 135,776 153,274 171,636 153,562 5.5% Riverpark ...... 9,408 54,074 61,716 63,568 59,786 2.1% Total ...... 562,942 2,447,051 2,754,975 3,085,806 2,762,610 100%

Consolidated operating cost assumptions Overview The Feasibility Study forecasts Project costs by each component of the Project (namely the three theme parks, resort hotel and Riverpark) which were then consolidated into specific cost categories at the overall Company level. Each of the cost elements at each component of the Project are driven differently and are based on information from theme park and hotel operators, prior work conducted by third party consultants, international and local benchmark data and interviews with key executives and management of the Company and the founder. Total costs comprise direct costs, overheads and operator fees, as outlined in the table below.

Costs 4Q2016F 2017F 2018F 2019F (AED ‘000) (% of total (AED ‘000) (% of total (AED ‘000) (% of total (AED ‘000) (% of total revenue) revenue) revenue) revenue) Staff costs ...... 148,312 26 609,249 25 638,073 23 678,327 22 Marketing costs ..... 59,280 11 250,617 10 278,185 10 307,586 10 Cost of goods sold . . . 47,935 9 205,653 8 231,548 8 254,891 8 License fees ...... 22,566 4 94,739 4 102,098 4 114,992 4 Maintenance & cleaning ...... 21,262 4 93,246 4 126,164 5 165,618 5 Utilities cost ...... 40,856 7 173,388 7 191,879 7 212,709 7 Other operating expenses ...... 25,587 5 105,133 4 112,523 4 122,806 4 Overheads ...... 49,212 9 209,511 9 232,968 8 257,240 8 Total costs ...... 415,011 74 1,741,535 71 1,913,438 69 2,114,169 69 Operator fees ...... 22,277 4 100,708 4 115,730 4 126,562 4 Total costs including operator fees ..... 437,288 78 1,842,243 75 2,029,168 73 2,240,731 73

Note: The above cost summary includes costs related to Head Office operations

Staff and staff cost assumptions Staff cost is expected to be the largest component of Dubai Parks and Resorts’ costs. Further to the Technical Expert’s analysis, Dubai does not have a readily available temporary staff pool similar to that available in the United States, Europe and Asia. Accordingly, the staff are hired on an annual basis and the associated cost takes relatively longer to adjust to changes in revenues when compared to other variable costs. Staff figures are forecast to increase to handle the increased number of visits in future years. The Feasibility Study assumes that staff levels across the different theme parks are based on the overall size of the theme park, the type of entertainment and the manpower requirements for the respective attractions. Accordingly, motiongate, the largest theme park by size, has the highest number of staff. While Bollywood Parks has fewer attractions, the large show / performance offering requires relatively higher staffing levels. Hotel Lapita and Riverpark are assumed to operate with staff levels in alignment with the overall respective industry. In addition to staff supporting the actual theme park, hotel and Riverpark operations, there are further staff requirements to support the Company’s own operations, including Destination Management, Head Office and operations of communal infrastructure.

P-22 At a consolidated level, staff costs (including head office expenses) represent on average 23.3 per cent. of total revenue between 2017 and 2019. Annual averages wages per employee in 2017F are estimated at AED124 thousands, AED148 thousands, AED117 thousands and AED87 thousands respectively for motiongate, LEGOLAND Dubai, Bollywood and Hotel Lapita.

Table: Staff cost assumptions

4Q2016F 2017F 2018F 2019F Number of employees motiongate ...... 1,270 1,270 1,303 1,373 LEGOLAND Dubai ...... 673 673 713 763 Bollywood Parks ...... 875 875 875 900 Hotel Lapita ...... 654 654 654 654 Riverpark—operational ...... 67 67 67 67 Total ...... 3,539 3,539 3,612 3,757

Note: The above employee count excludes employees from LEGOLAND Waterpark, Rajmahal Theatre, Destination Management, Head Office and operations of communal infrastructure

Marketing cost assumptions Marketing costs are forecast as a percentage of revenue. Marketing costs for theme parks are forecast to remain fixed at 9.5 per cent. of the respective revenue from 2016 to 2019, with such costs expected to decrease thereafter. In addition to marketing costs incurred at the respective theme park levels, there are additional marketing costs incurred by the Destination Management function which benefit the underlying theme parks. For Hotel Lapita, marketing costs are forecast at 4.5 per cent. of revenues from 2016 to 2019. For Riverpark, marketing cost is forecast to be a fixed annual figure which grows at 3 per cent. per year.

Cost of goods sold assumptions The cost of goods sold for F&B, retail, Midway games and Midway photography is estimated as a percentage of their respective revenue. The total costs of goods sold averages 8.4 per cent. of total revenue from 2016 to 2019. The cost of retail goods sold for LEGOLAND Dubai is higher than for motiongate and Bollywood Parks given the higher cost of LEGO products. As Midway games and photography are assumed to be outsourced at LEGOLAND Dubai, there is no cost associated. Similarly, for the hotel, cost of goods sold for accommodation, F&B and other revenue are estimated as a percentage of the respective revenue.

(percentage of related revenue) 2016F 2017F 2018F 2019F F&B All theme parks ...... 28% 28% 28% 28% Retail motiongate and Bollywood Parks ...... 35% 35% 35% 35% LEGOLAND Dubai ...... 54% 54% 54% 54% Midway games motiongate and Bollywood Parks ...... 60% 60% 60% 60% LEGOLAND Dubai ...... 0% 0% 0% 0% Midway photography motiongate and Bollywood Parks ...... 40% 40% 40% 40% LEGOLAND Dubai ...... 0% 0% 0% 0% Hotel Lapita Accommodation ...... 4% 4% 4% 4% F&B...... 18% 18% 18% 18% Other ...... 20% 20% 20% 20%

P-23 License fees assumptions License fees for intellectual property rights are projected as a percentage of park revenue for each of the theme parks and percentage of total revenue for Hotel Lapita, subject to a minimum guarantee in certain cases, depending on the terms of the IP agreements. At a consolidated level, license fees represent on average 3.8 per cent. of total revenue during the period 2016-2019.

Maintenance & cleaning Maintenance and cleaning costs for theme parks were assumed at an average of 4.1 per cent. of total revenue from 2016 and 2019. During the forecast period, theme park maintenance cost is assumed at 2.0 per cent. of theme park revenues, increasing to 4.0 per cent. by 2019, and Hotel Lapita maintenance costs were assumed at 4.2 per cent. of hotel revenue. Cleaning costs are assumed at 1.5 per cent. of theme park revenues. Considering the proposed business model for Riverpark, no maintenance or cleaning costs were assumed.

Utilities cost assumptions Utilities costs for theme parks and the hotel are forecast as 6.5 per cent. of revenue from 2016 to 2019, gradually decreasing over time until they reach a stable level of 6.0 per cent. of revenue. The relatively higher utility cost forecast of Dubai Parks and Resorts compared to international theme parks reflect the costs of air conditioning given the large number of indoor attractions and the weather conditions in Dubai.

Other direct operating expenses assumptions Other operating expenses were assumed to average 4.2 per cent. of total revenue from 2016 to 2019 and decreasing / stabilizing over time. Other operating expenses include items such as rental, events, travel, sponsorship, call centre and miscellaneous expenses. Forecast sponsorship costs are based on two components—a fixed cost and a variable cost. The fixed sponsorship cost is AED 1.2 million per year split between the theme parks depending on their headline ticket prices (i.e., as the most expensive park, motiongate has a higher fixed sponsorship cost). The variable sponsorship cost is 15 per cent. of the respective theme parks sponsorship revenue during the forecast period. Events costs are forecast as a percentage of revenue. motiongate and LEGOLAND Dubai events costs are forecast at a fixed rate of 1.5 per cent. of revenue. Given that Bollywood Parks is expected to include more events-based attractions compared to the other theme parks (i.e. street performances, theatre, etc.), the Feasibility Study forecasts that Bollywood Parks events costs will be higher at 2.5 per cent. of revenue. Rental and travel costs are forecast at 0.3 per cent. of theme park revenues.

Other overheads Other overheads include legal and professional costs, costs relating to insurance, IT and communal infrastructure and other indirect costs. These costs include a combination of fixed and variable costs and average 8.5 per cent. from 2016 to 2019.

Operator fees assumptions Operator fees for theme parks and Hotel Lapita include a fixed management fee paid to the operators for the operation of the theme parks as well as a variable operator bonus which is linked to the achievement of certain targeted financial metrics.

Investment capital expenditure assumptions Dubai Parks and Resorts will incur on-going investment capital expenditure in order to maintain existing rides and attractions as well as to develop new offerings in order to maintain the desirability of the theme park offering. This does not include up-front development capital expenditure (see ‘‘Business of the group—Project costs and funding’’). Reinvestment capital expenditure has been estimated as a percentage of revenue based on international benchmarks and input from the theme park operators. Reinvestment capital expenditure is expected to increase from 1 per cent. of revenue in 2017 to a run-rate level of 8-9 per cent. of revenue from the year six of operations (2022F) onwards.

P-24 The table below shows reinvestment capital expenditure by theme park for each of 2017, 2018 and 2019.

2017F 2018F 2019F (AED) (% of (AED) (% of (AED) (% of revenue) revenue) revenue) motiongate ...... 10,469,304 1.0% 23,841,345 2.0% 40,102,698 3.0% LEGOLAND Dubai ...... 4,982,800 1.0% 11,252,321 2.0% 19,048,670 3.0% Bollywood Parks ...... 3,925,431 1.0% 12,799,242 3.0% 14,469,650 3.0%

P-25 Merrill Corporation Ltd, London 14ZCX12901