Brochure March 2018

Swicorp Wabel REIT Swicorp Wabel REIT صندوق سويكورب وابل ريت SWICORP WABEL REIT FUND

A closed-ended Shariah-compliant Real Estate Investment Traded Fund listed in the Saudi Stock Exchange () The offering of Swicorp Wabel REIT units has been approved by the Saudi Arabian Capital Market Authority on 10/04/1439H (Corresponding 28/12/2017G) Certificate no. SCP-726-06-01-08-17

Fund Size SAR 1,180,000,000 Number of units offered to public 35,400,000 Units Value of units offered to public SAR 354,000,000

Fund Manager

The Fund’s Terms & Conditions and its financial reports are available at: Fund Website swicorpwabelreit.com Fund Manager Website www.swicorp.com Saudi Stock Exchange (Tadawul) Website www.tadawul.com.sa

Swicorp Wabel REIT 2 The Fund

Swicorp Wabel REIT “Swicorp Wabel REIT” is a closed-end Sharia compliant Real Estate Fund, listed in the Saudi Stock Exchange “Tadawul”, established in , and adhere to the “Real Estate Investment Funds regulations” and Real Estate Investment Traded Funds Instruction as specified by Capital Market Authority “CMA”.

Fund Objective The Fund aim to invest in real estate assets within the Kingdom of Saudi Arabia, and distribute at least 90% of the fund’s net profit annually to unitholders. The Fund may invest in under construction assets bearing that at least 75% of the fund’s total assets value must be invested in developed real estates qualified to generate periodic rental income. Further, the Fund will not invest in vacant land.

Fund Term 99 years, starting from the date of listing the Fund units’ in the Saudi Stock Exchange “Tadawul” and making it available for trading and extendable for similar periods at the discretion of the Fund Manager and after obtaining CMA approval.

3 Swicorp Wabel REIT Why Swicorp Wabel REIT Fund? Why Swicorp Wabel REIT Assets?

Compared to all other existing REIT in KSA market, at its • Wabel’s properties (“Malls”) • The properties consist of launch, Swicorp Wabel REIT features: are newly constructed, a modern entertainment located in selective areas in spacious area as well High Targeted Gross Initial Yield * (2018) 8.6% prime locations within fast- as fine restaurants and growing cites of Saudi to: cafes to make the mall a Highest Targeted Net Initial Yield * (2018)** 7.7% (i) enjoy the first mover and shopping and entertainment monopoly benefits; (ii) exploit destination; the advantage from high • The properties are Low fund management fee (of NAV) 0.75% demand coupled with low generating periodical supply and (iii) correspond positive rental consistent Low Total Fund fees*** 0.9% consumers requirements with potential investors to provide various goods appetite as more than and products that they are 50% of the value of the No capital structuring fee 0.0% looking for in their area; existing lease agreements • The properties are anchored are between 5-20 years. by 423 major local and Furthermore, more than 50% * Per Par Value international retailers and of the executed contracts ** As per the feasibility study conducted by “ValuStrat” the net yield is targeted to will cater to a wide, cross- contain escalation clauses; reach 8.3% in 2020 section of high quality • While the properties are still *** The total Fund fees is including Management Fee specialty retailers and newly built, they are enjoying national chain operators; high occupancy rates, with an average of 96.38% of the total available GLA.

Swicorp Wabel REIT 4 Fund Overview

Targeted Yield Per Par Value Number of Properties: 4 Assets 2018 2019 2020 Occupancy Rate: 96.38% Gross Yield 8.6% 9.04% 9.20% Net Yield 7.70% 8.14% 8.30% Total Fund Size: SAR 1,180,000,000 Fund Fees Targeted Net Rent Proceed in 2018: SAR 101.9M Management Fee 0.75% per annum of NAV Subscription Fee 1% of subscription amount (including VAT) Total Built-up Area: 229,853 m2 Property 3.0% of total rent collected Management Fee 2018 Targeted Gross Yield: 8.6% Custody Fee 0.025% per annum of NAV Estimated at 0.15% of NAV (Capped at 0.5% Other Fees 2018 Targeted Net Yield: 7.7% of NAV)

Fund Manager Investment: SAR 35,400,000 Cash Contribution

5 Swicorp Wabel REIT Fund Initial Portfolio Portfolio Summary

Property #1 #2 #3 #4

City Hafr Al Batin Tabuk

Completion Date * June 2016 December 2016 March 2016 October 2015

Fund Ownership Freehold Freehold Freehold Lease Contract

Acquisition Price (SAR million) 470.2 323.6 219.4 166.8

Occupancy Rate as of 15th November 2017 ** 97.46% 93.14% 96.72% 97.25%

2018 Targeted Revenue (SAR million) 52.6 24.2 21.8 27.0

2018 Targeted Net Income (SAR million) 42.8 19.9 17.8 21.4

2018 Targeted Gross Yield 11.20% 7.49% 9.92% 16.21%

2018 Targeted Net Yield 9.10% 6.16% 8.12% 12.82%

* As per construction completion certificates ** Occupancy rate is based on weighted average of GLA

Swicorp Wabel REIT 6 Fund’s Assets 1/4 Al Makan Mall – Hafr Al Batin Location Map Property Al Makan Mall City Hafr Al Batin Completion Date June 2016 Fund Ownership Freehold 85 Acquisition Price * 470.2 Occupancy Rate as of 15th November 2017 97.46% 2018 Targeted Revenue * 52.6 2018 Targeted Net Income * 42.8 2018 Targeted Gross Yield 11.20% Road Aziz Abdul King 2018 Targeted Net Yield 9.10% * All amounts are in SAR million Top 10 brands by value Top brand owners by value 5 % The asset is occupied by local and international renowned 3 % companies that contribute to the total mall revenue as follow: 3 % 2 % 8% ◌ Al Shaya In’l 8% ◌ Dar Al Bander 2 % 6% ◌ Fawaz AlHokair 2 % 65% 5% ◌ Al Abdulkareem Group 1 % 5% ◌ 3% Azizia Panda 1 % ◌ Asateer 1 % ◌ Others 1 %

7 Swicorp Wabel REIT City Overview on the Initial Portfolio’s Portfolio Assets Hafr Al Batin: Al Makan Mall Hafr Al Batin Exterior City Overview • Located in the Eastern Province, within 430 km north of Riyadh, 94 km from Kuwait border and 74 km from the Iraqi border • Considered as a desert route for pilgrims to arrive to Makkah & Madina from neighboring GCC countries • Comprises more than 35 villages with a population of 466,000 as of 2017 growing at CAGR of 1.88% between 2017 and 2020

Key Demand Drive • Hafr Al Batin attracts a high number of travelers from Iraq and Kuwait Interior • Shopping is the key activity as the town has limited entertainment options • Government investment in Hafr Al Batin by opening new industrial cities in Hafr Al Batin will create employment opportunities & strong demand for retail • The nearby King Khalid Military City & Hafr Al Batin University attracts the surrounding residents and is a big driver of growth for mall traffic

source: ValuStrat

Swicorp Wabel REIT 8 Fund’s Assets 2/4 Al Makan Mall – Riyadh

Property Al Makan Mall Location Map City Riyadh Completion Date December 2016 Fund Ownership Freehold Acquisition Price * 323.5 Prince Mohammad

Occupancy Rate as of 15th November 2017 93.14% Road

2018 Targeted Revenue * 24.2 Al ImamFaysal saud Road Ibh 2018 Targeted Net Income * 19.9 2018 Targeted Gross Yield 7.49% 2018 Targeted Net Yield 6.16% Top 10 brands by value

* All amounts are in SAR million 10 % Top brand owners by value 9 % The asset is occupied by local and international renowned 5 % companies that contribute to the total mall revenue as follow: 4 %

◌ Dar Al Bandar 4 % ◌ AlShaya In’l Tara Center 2 % 28% ◌ Azizia Panda 40% Sport 1 2 % ◌ Al Abdulkareem Group 2 % ◌ Others 17% 2 % 5% 10% 2 %

9 Swicorp Wabel REIT City Overview on the Initial Portfolio’s Portfolio Assets Riyadh: Al Makan Mall Riyadh Exterior City Overview • Located in the Central Province, Riyadh is the capital and most popolated city in Saudi Arabia • Current population is 6.4 million and expected to grow at CAGR of 1.97% between 2017 and 2020 • Riyadh railway project expected to be completed in 2018, which will facilitate mobility between the districts • Headquarters of major companies and banks are based in Riyadh, making it the Kingdom’s first destination for job seekers

Key Demand Drive Interior • The Mall is located in populated area in north of Riyadh close to the Kind Abdullah Financial District • The area is an upcoming district of Riyadh mainly comprised of residential villa communities and vacant lands. • Lack of globally recognized entertainment coupled with severe hot climate, indoor entertainment facilities have become a popular leisure destination.

source: ValuStrat

Swicorp Wabel REIT 10 Fund’s Assets 3/4 Al Makan Mall – Tabuk

Property Al Makan Mall Location Map City Tabuk Completion Date March 2016 King Khalid Road Fund Ownership Freehold King Fahad Road Acquisition Price * 219.4 Occupancy Rate as of 15th November 2017 96.72% 2018 Targeted Revenue * 21.7 2018 Targeted Net Income * 17.8 2018 Targeted Gross Yield 9.92% 2018 Targeted Net Yield 8.12% Top 10 brands by value * All amounts are in SAR million 15 % Top brand owners by value 6 % The asset is occupied by local and international renowned 3 % companies that contribute to the total mall revenue as follow: 2 % 2 % ◌ Al Shaya In’l 16% ◌ Azizia Panda 2 % ◌ Al Abdulkareem Group 2 % 53% 16% ◌ Asateer 2 % ◌ Kamal Jamjoom 10% 2 % ◌ Others 3% 1 % 2%

11 Swicorp Wabel REIT City Overview on the Initial Portfolio’s Portfolio Assets Tabuk: Al Makan Mall Tabuk Exterior City Overview • Located in Northwest of the Kingdom, Tabuk region is close to the Jordan‐Saudi Arabia border • The city hosts the largest air force in KSA • The population as of 2017 is 777,000 with 1.81% CAGR between 2017 and 2020 • The Kingdom aims to revitalize the province with the newly announced “Neom” city (approx. 180 Km from Tabuk City) which is considered as one of the key projects of the Vision 2030

Key Demand Drive • Attracts a high number of travelers to Jordan by road Interior • Shopping is a major activity as the town lacks entertainment options • Lack of large grocery stores in the city such as Carrefour, Danube and Hyper Panda • High volume of tourists in Tabuk, due to its rich historical sites. Tourists are a major demand driver for Retail • The new city of “Neom” with an estimated investment of $500 billion is expected to significantly increase retail demand in the area source: ValuStrat

Swicorp Wabel REIT 12 Fund’s Assets 4/4 Al Makan Mall – Dawadmi Location Map Property Al Makan Mall City Dawadmi Completion Date October 2015 Fund Ownership Lease Contract Acquisition Price * 166.8 Occupancy Rate as of 15th November 2017 97.25% King Abdul Aziz Road 2018 Targeted Revenue * 27 2018 Targeted Net Income * 21.3 2018 Targeted Gross Yield 16.21% 2018 Targeted Net Yield 12.82% Top 10 brands by value

* All amounts are in SAR million 9 % Top brand owners by value 4 % The asset is occupied by local and international renowned companies that 4 % contribute to the total mall revenue as follow: 3 % 2 % ◌ Dar Al Bandar 15% 2 % ◌ Azizia Panda 9% ◌ AlShaya In’l 2 % 59% 8% ◌ Square Nine 2 % ◌ AbdulKareem Group 6% 2 % 3% ◌ Others 1 %

13 Swicorp Wabel REIT City Overview on the Initial Portfolio’s Portfolio Assets Dawadmi: Al Makan Mall Dawadmi Exterior City Overview • Dawadmi is a small town in . It is located on top of Hill which is the central area of Saudi Arabia, located 200 km West of Riyadh • The population as of 2017 is 260,000 with a CAGR of 1.89% between 2017 and 2020 • In 2003, the Dawadmi domestic airport was inaugurated which is located 30 km west of Dawadmi • There are many colleges affiliated to “Shakra” University in Dawadmi Key Demand Drive Interior • With virtually no competition, Al Makan Mall is the only shopping mall in Dawadmi • Shopping is a major activity as the town lacks entertainment options • International affordable brands are gaining popularity • The mall is located on the central area of activity which is the King Abdul Aziz Road • The mall attracts consumers from nearby cities such as “Sager city” where Dawadmi is considered as its main shopping destination source: ValuStrat

Swicorp Wabel REIT 14 Subscription

Subscription in the Fund Subscription is available to Saudi individuals and their dependents, GCC citizens, Saudi residents with valid residency and their dependents, companies, institutions, investment funds, and other eligible entities and juristic persons, through Swicorp Company (Fund Manager), Al Rajhi Bank, Al Bilad Bank, National Commercial Bank, Saudi Fransi Bank and Al Jazira Capital (Receiving Parties). The minimum subscription amount per investor is SAR 500. Subscription period starts on 19/03/2018G (corresponding 02/07/1439H) and ends on 08/04/2018G (corresponding 22/07/1439H). For More Information For more information about the Fund, please visit the Fund’s website (swicorpwabelreit.com) to view the fund’s information and download the Fund’s Terms and Conditions.

Or contact the Fund’s Manager: Kingdom Tower 49th Floor King Fahd Road P.O. Box 2076 Riyadh, 11451 Kingdom of Saudi Arabia Phone: (+966) 9200 33 077 Email: [email protected]

15 Swicorp Wabel REIT Fund Directory

Fund Manager Auditor Legal Advisor Custodian

Shariah Advisor Real Estate Evaluators Feasibility Advisor Technical Advisor

Property Manager Tax Advisor Subscription Receiving Parties

Swicorp Wabel REIT 16 Important Notice

• This document has been prepared by Swicorp, a Saudi-based company • The risk level associated with an investment in the Fund is classified as under CR No. 1010233360 on 06-05-1428 AH, corresponding to 23-05-2007, medium to high, therefore the Fund may not be suitable for risk averse or licensed by SAGIA under No. 10030104289 and considered as an Authorized low risk preferences investors as the prices of the Fund’s units or dividend Person (AP) under the CMA license No. 37 – 12161, in accordance with the may fall due to the certain risks related to the investment in the Fund. regulations of Real Estate Investment Funds issued by the CMA pursuant to Consequently, the Fund does not entail any guarantee that such investment resolution No. 2006-193-1 dated 19/6/1427H corresponding to 15/7/2006G, shall not incur any loss. The potential investors are advised to consult and the regulations of the Real Estate Investment Traded Funds issued by an independent financial advisor licensed by the CMA prior to making an the CMA pursuant to the resolution No. 6-130-2016 dated 23-01-1438 AH investment decision in relation to the offer Units. Accordingly, the purchase (corresponding to 24-10-2016). of such units is only suitable for investors who can bear the risks associated • This document should be used as a supplement, not as a substitute for the with such investments. For more information in regard the risk pertains to Fund Terms and Condition (T&C). Potential investors must read the T&C before the investment in the fund please refer to Article 7 of the Fund’s Terms and making any decision relating to investment in the Fund. Potential investors Conditions. shall not deal with the contents of this document or the T&C as an investment • The information contained herein is, to the best knowledge and belief of the advice. All investors shall investigate and verify the opportunity and feasibility Fund Manager, true and correct in all material respects and is not misleading. of investment in the Fund, with respect to the advantages and risks involved In preparing this document, the Fund Manager exercise reasonable due in investing in the Fund. Investors are advised to consult their financial diligence. CMA neither bear any responsibility regarding the content of this advisors, legal advisors and accountants regarding the purchase, retention document nor grant any warranties regarding their accuracy or completeness and disposition of fund units. and expressly disclaim any liability whatsoever for any loss that may be • All fees and expenses mentioned in this document do not include the Value incurred from reliance on any part of these document. Each recipient of this Added Tax (VAT) unless disclosed otherwise in the document. Amount of taxes document is responsible for making his own independent evaluation of the imposed or exemptions of them are subject to changes in the future. information contained herein.

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