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vvvvvv draft Private & Confidential Private & Confidential Jadwa REIT Saudi Fund – January 2020 – Online Version Valuation Report JADWA REIT SAUDI FUND 8 REAL ESTATE ASSETS, KSA (ON-LINE VERSION) REPORT ISSUED 21 JANUARY 2020 ValuStrat Consulting 703 Palace Towers 6th floor, South tower 111, Jameel square Dubai Silicon Oasis Al Faisaliah Complex Tahlia Road Dubai Riyadh Jeddah United Arab Emirates Saudi Arabia Saudi Arabia Tel.: +971 4 326 2233 Tel.: +966 11 2935127 Tel.: +966 12 2831455 Fax: +971 4 326 2223 Fax: +966 11 2933683 Fax: +966 12 2831530 www.valustrat.com 2 Valuation Report – 8 Real Estate Assets, KSA Private & Confidential Jadwa REIT Saudi Fund – January 2020 – Online Version TABLE OF CONTENTS 1 Executive Summary 4 1.1 THE CLIENT 4 1.2 THE PURPOSE OF VALUATION 4 1.3 INTEREST TO BE VALUED 4 1.4 VALUATION APPROACH 4 1.5 DATE OF VALUATION 5 1.6 OPINION OF VALUE 5 1.7 SALIENT POINTS (General Comments) 5 2 Valuation Report 8 2.1 INTRODUCTION 8 2.2 VALUATION INSTRUCTIONS/INTEREST TO BE VALUED 6 2.3 PURPOSE OF VALUATION 8 2.4 VALUATION REPORTING COMPLIANCE 8 2.5 BASIS OF VALUATION 9 2.6 EXTENT OF INVESTIGATION 11 2.7 SOURCES OF INFORMATION 11 2.8 PRIVACY/LIMITATION ON DISCLOSURE OF VALUATION 12 2.9 DETAILS AND GENERAL DESCRIPTION 13 2.10 ENVIRONMENT MATTERS 26 2.11 TENURE/TITLE 27 2.12 VALUATION METHODOLOGY & RATIONALE 29 2.13 VALUATION 35 2.14 MARKET CONDITIONS & MARKET ANALYSIS 48 2.15 VALUATION UNCERTAINTY 53 2.16 DISCLAIMER 53 2.17 CONCLUSION 54 APPENDIX 1 – PHOTOGRAPHS 3 Valuation Report – 8 Real Estate Assets, KSA Private & Confidential Jadwa REIT Saudi Fund – January 2020 – Online Version 1 EXECUTIVE SUMMARY THE EXECUTIVE 1.1 THE CLIENT SUMMARY AND Ms. Nora Alkahtani VALUATION SHOULD NOT Alternative Investment & Product Development BE CONSIDERED OTHER Jadwa Investment, Riyadh, KSA THAN AS PART OF THE ENTIRE REPORT. 1.2 THE PURPOSE OF VALUATION This valuation exercise is for the Public Listing Offering (REIT) and year-end update. 1.3 INTEREST TO BE VALUED The below-mentioned (8) properties located within the Kingdom of Saudi Arabia are the scope of this valuation exercise: #S/N Property Name Property Type Land Area (m²) Location Interest 1 Al Sulay Warehouses Industrial 218,925 Riyadh Freehold 2 Al Fanar Complex Retail & Res’l. 62,462 Al Khobar Freehold 3 Marvella Compound Residential 73,198.17 Riyadh Freehold 4 Al Yaum Tower Office 4,800 Dammam Freehold 5 Al Maarefah Colleges Educational 18,117.22 Riyadh Freehold 6 Rawd Aljinan School Educational 3,000 Riyadh Freehold 7 Labour Court Olaya Office 3,300 Riyadh Freehold 8 Aber Hotel Hotel 3,640 Riyadh Freehold Source: Client 2019 1.4 VALUATION APPROACH Income Capitalization Approach to valuation. 1.5 DATE OF VALUATION Unless stated to the contrary, our valuations have been assessed as at the date of our report based on 31 December 2019. The valuation reflects our opinion of value as at this date. Property values are subject to fluctuation over time as market conditions may change. 4 Valuation Report – 8 Real Estate Assets, KSA Private & Confidential Jadwa REIT Saudi Fund – January 2020 – Online Version 1.6 OPINION OF VALUE S/N Property Name Location Type Income (SAR) Yield Property Value (SAR) 1 Al Sulay Warehouses Riyadh Industrial 20,000,000 8.50% 235,300,000 2 Al Fanar Complex Al Khobar Retail & Res’l. 20,125,000 7.75% 259,700,000 3 Marvella Compound Riyadh Residential 50,000,000 7.75% 645,200,000 4 Al Yaum Tower Dammam Office 23,833,200 8.25% 288,900,000 5 Al Maarefah Colleges Riyadh Educational 16,000,000 7.25% 220,700,000 6 Rawd Aljinan School Riyadh Educational 2,500,000 8% 31,000,000 7 Labour Court Olaya Riyadh Office 6,000,000 8.5% 70,000,000 8 Aber Hotel Riyadh Hotel 3,400,000 8.5% 40,000,000 Aggregate Portfolio Value (SAR) [Rounded] 1,790,800,000 The executive summary and valuation should not be considered other than as part of the entire report. 1.7 SALIENT POINTS (GENERAL COMMENTS) This is an online version of the report whereby confidential information has not been published such as tenancy contracts, tenancy schedules and other legal documents possibly. We advise investors to request full copies from the appointed ‘Fund Manager’. Since the last exercise in June 2019 prices/values have remained unchanged with market conditions remaining subdued. We expect the subject mixed portfolio referred in this report to remain stable in the foreseeable future subject to ongoing maintenance, upkeep of the property and to provide yield stability with the real estate sector generally follows the fortunes of the greater economy. A funds performance relies on the performance of the underlying income generating investments and there is counterparty default risk that could affect the value of your investment. Past performance and forecasts are not reliable indicator of future results. Property values are subject to fluctuation over time as market conditions may change. Valuation considered full figure and may not be easily achievable in the event of an early re- sale. It also must be borne in mind that capital values can fall as well as rise. The client is advised that whilst all reasonable measures have been taken to supply an accurate valuation as possible as at the Valuation date, this figure should be considered in the context of the volatility of today’s marketplace. We have come to understand Al Maarefah College, Riyadh has suffered from the collapse of a roof to the underground pick-up area for students on the south side of the campus and site. Since the collapse of the roof, we have been informed the subject college has been closed by the civil defence and other relevant Saudi authorities until further direction from a committee set-up to deal with the current situation and to provide confirmation of remedial / reconstruction work timeline along 5 Valuation Report – 8 Real Estate Assets, KSA Private & Confidential Jadwa REIT Saudi Fund – January 2020 – Online Version with potential operational commencement of the subject college. It appears this could be some way in the future, although in the meantime, we understand from the terms of the 20-year lease contract that the lessee has the obligation of keeping up the rental payments. We do understand that the rental income is up to date. Accordingly, we have taken a commercial decision along with limited information available of the future operation and outcome that the current lease terms hold precedent; however, we will review the matter in the next semi-annual exercise in June 2020. In the meantime, should any adverse developments or worst-case scenario occur in relation to the non-opening of the college and/or the dissolution of the subject lease agreement, we reserve the right to amend our valuation and report. We visited the college campus on the 26 December 2019; however, we were informed by the security / college personnel, the college was closed by the Civil Defence and no was access was available until further notice. The Saudi REIT assets hold a distinct market position with a low/moderate risk profile due to the strong market dynamics with various asset classes and type of property. We appreciate general market risks; however, in this case (Saudi REIT), the risks are mitigated by strong covenant (leases) and with the commentary referred at section 2.13.2 in the main part of the report. Correspondingly, we have been informed by the client each property is backed by the following too: 1. Marvella Complex, Sulai Industrial Facility and Al Fanar Complex: • Revolving Corporate Guarantee • Promissory Note • Bank Guarantee 2. Al Maarefa College: • Assignment of Dividend Proceed • Pledge of Unit 3. Al Yaum Tower: • Pledge of Unit We are unaware of planning or other proposals in the area or other matters which would be of detriment to the subject property, although your legal representative should make their usual searches and enquiries in this respect. We confirm that on-site measurement exercise was not conducted by ValuStrat International, and we have relied on the site areas provided by the Client. In the event that the areas of the property and site boundary prove erroneous, our opinion of 6 Valuation Report – 8 Real Estate Assets, KSA Private & Confidential Jadwa REIT Saudi Fund – January 2020 – Online Version Market Value may be materially affected, and we reserve the right to amend our valuation and report. We have assumed that the properties are not subject to any unusual or especially onerous restrictions, encumbrances or outgoings and good title can be shown. For the avoidance of doubt, these items should be ascertained by the client’s legal representatives. ValuStrat draws your attention to any assumptions made within this report. We consider that the assumptions we have made accord with those that would be reasonable to expect a purchaser to make. We are unaware of any adverse conditions which may affect future marketability for the subject properties. It is assumed that the subject properties are freehold and are not subject to any rights, obligations, restrictions and covenants. This report should be read in conjunction with all the information set out in this report, we would point out that we have made various assumptions as to tenure, town planning and associated valuation opinions. If any of the assumptions on which the valuation is based is subsequently found to be incorrect, then the figures presented in this report may also need revision and should be referred back to the valuer. Please note that property values are subject to fluctuation over time as market conditions may change.