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Shareholder Circular in Respect of the Merger of EMAAR PROPERTIES

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Shareholder Circular in Respect of the Merger of EMAAR PROPERTIES THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, it is recommended that you seek your own independent financial advice from a financial adviser licensed by the Securities and Commodities Authority of the UAE. If you have sold or otherwise transferred all of your Emaar Properties Shares or Emaar Malls Shares, please send this document as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into or to any Restricted Jurisdiction. If you have sold or transferred only part of your holding of Emaar Properties Shares or Emaar Malls Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. This document is not being published or distributed, and should not be forwarded or transmitted, in or into or to any Restricted Jurisdiction. Implementation of the Merger is conditional upon, amongst other things, each of the resolutions set out in the notice of the Emaar Properties GM (set out in Annex I to this document) receiving a vote in favour by holders of the requisite majority of Emaar Properties Shares represented at the Emaar Properties GM and each of the resolutions set out in the notice of the Emaar Malls GM (set out in Annex II to this document) receiving a vote in favour by holders of the requisite majority of Emaar Malls Shares represented at the Emaar Malls GM. The conditions to, and process for, implementing the Merger are set out in full in Section 9 of this document. Shareholder Circular in respect of the merger of EMAAR PROPERTIES PJSC and EMAAR MALLS PJSC by way of a merger pursuant to Article 283(1) of the UAE Federal Law No. 2 of 2015 concerning Commercial Companies For a discussion of certain risk factors which should be taken into account when considering whether to vote in favour of the resolutions to be considered at the Emaar Properties GM and the Emaar Malls GM, see Section 7 of this document. Unless the context requires otherwise, capitalised terms used in this document have the meanings given in Appendix 1 of this document. References to times and dates in this document are to United Arab Emirates time and the Gregorian calendar, respectively, unless otherwise stated. Notices of the Emaar Properties GM, to be held using electronic means and also at the Address Hotel, Dubai in conference room (Sky View) at 3 p.m. on Sunday, 10 October 2021, and the Emaar Malls GM, to be held using electronic means and also at the Address Hotel, Dubai in conference room (Sky View) at 4 p.m. on Sunday, 10 October 2021, are set out in Annex I and Annex II, respectively, to this document. 1 CONTENTS SECTION PAGE 1. JOINT LETTER FROM THE CHAIRMEN OF EMAAR PROPERTIES PJSC AND EMAAR MALLS PJSC........................................................................................................................................9 2. GENERAL INFORMATION ..............................................................................................................10 3. INFORMATION ABOUT THE COMBINED GROUP........................................................................17 4. INFORMATION ABOUT EMAAR PROPERTIES PJSC....................................................................24 5. INFORMATION ABOUT EMAAR MALLS PJSC .............................................................................30 6. HISTORICAL FINANCIAL INFORMATION ....................................................................................34 7. RISK FACTORS................................................................................................................................. 36 8. ADDITIONAL INFORMATION.........................................................................................................67 9. TERMS AND CONDITIONS OF THE MERGER...............................................................................70 APPENDIX I DEFINITIONS.........................................................................................................................73 ANNEX I EMAAR PROPERTIES PJSC NOTICE OF GENERAL ASSEMBLY MEETING .........................76 ANNEX II EMAAR MALLS PJSC NOTICE OF GENERAL ASSEMBLY MEETING..................................78 ANNEX III MORGAN STANLEY FAIRNESS OPINION.............................................................................80 ANNEX IV CREDIT SUISSE FAIRNESS OPINION.....................................................................................84 ANNEX V SUMMARY OF INDEPENDENT VALUATION.........................................................................87 2 IMPORTANT NOTICE Statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and the publication of this document (or any action taken pursuant to it) shall not give rise to any implication that there has been no change in the facts or affairs of Emaar Properties or Emaar Malls as set out in this document since such date. Nothing contained in this document is intended to be or shall be deemed to be a forecast, projection or estimate of the future financial performance of Emaar Properties or Emaar Malls and no statement in this document should be interpreted to mean that earnings per share for current or future financial periods of Emaar Properties or Emaar Malls will necessarily match or exceed historical published earnings per share. No person has been authorised to give any information or to make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by Emaar Properties, Emaar Malls, Morgan Stanley, Credit Suisse or any other person in connection with the Merger. No person should construe the contents of this document as legal, financial or tax advice. If you are in any doubt as to the action you should take, it is recommended that you seek your own independent financial advice from an independent financial adviser licensed by the SCA. This document will not be posted to Emaar Properties Shareholders or Emaar Malls Shareholders but copies can be obtained (without charge) from the head offices of each of Emaar Properties (in the case of Emaar Properties Shareholders) and Emaar Malls (in the case of Emaar Malls Shareholders), at the Emaar Properties GM and the Emaar Malls GM and from each of Emaar Properties’ or Emaar Malls’ websites at http://www.emaar.com and https://properties.emaar.com/en/investor-relations/, respectively. Except in respect of the foregoing and Emaar Properties’ and Emaar Malls’ financial statements for the financial years ended 31 December 2018, 31 December 2019 and 31 December 2020 and the unaudited interim consolidated financial statements for the periods ending 30 September 2019, 30 June 2020, 30 September 2020 and 30 June 2021, neither the content of any website of Emaar Properties or Emaar Malls nor the content of any website accessible from hyperlinks on any of such websites is incorporated into, or forms part of, this document and no person accepts any responsibility for the contents of such websites. Morgan Stanley, which is regulated in the Dubai International Financial Centre by the Dubai Financial Services Authority, is acting exclusively as financial adviser to Emaar Properties and for no one else in connection with the Merger and will not be responsible to anyone other than Emaar Properties for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Merger, the content of this document or any other matter referred to in this document. Furthermore, the written opinion of Morgan Stanley set out in Annex III, addressed solely to the Emaar Properties Board, and rendered in connection with such engagement, does not constitute a recommendation to any Emaar Properties Shareholder as to any action that a Emaar Properties Shareholder should take relating to the Merger. Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser solely for the purpose of providing a fairness opinion in relation to the Merger to Emaar Malls and for no one else in connection with the Merger and will not be responsible to anyone other than Emaar Malls for providing the protections afforded to clients of Credit Suisse. Other than the provision of the fairness opinion, Credit Suisse is not providing advice in relation to the Merger, the content of this document or matters referred to in this document. Furthermore, the written fairness opinion of Credit Suisse set out in Annex IV, addressed solely to the Emaar Malls Board, and rendered in connection with such engagement does not constitute a recommendation to any Emaar Malls Shareholder as to any action or inaction that an Emaar Malls Shareholder should take relating to the Merger. The formal shareholder circular is published in the Arabic language. No reliance should be placed on this English translation, which may not entirely reflect the official Arabic language shareholder circular, save in relation to the fairness opinions from Morgan Stanley and Credit Suisse, which appear at Annexes III and IV respectively, to this document, in relation to each of which the English language version
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