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8MAR201402313116 Emirates REIT (CEIC) Limited (the ‘‘Fund’’) is registered as a public fund with the Dubai Financial Services Authority (‘‘DFSA’’). The Fund is regulated by the DFSA and is governed by, amongst others, the Collective Investment Law 2010 (‘‘CIL’’), Collective Investment Rules (‘‘CIR’’ or ‘‘CIR Rules’’) and the Dubai International Financial Centre (‘‘DIFC’’) Companies Law 2009. The Fund is categorised under the CIR as a Domestic Fund, an Islamic Fund, a Property Fund and a Real Estate Investment Trust (REIT). Emirates REIT (CEIC) Limited (incorporated in the Dubai International Financial Centre as a closed-ended investment company with limited liability and registered in the Dubai International Financial Centre under registered number 0997) Offer of 128,676,471 Shares and Admission to the Official List of Securities of the Dubai Financial Services Authority and Admission to trading on NASDAQ Dubai (subject to an over-allotment arrangements in respect of up to 19,301,470 additional Shares) Offer Price: US$1.36 per Share This prospectus relates to the offer of 128,676,471 shares in the Fund (by the Fund Manager for and on behalf of the Fund), with a nominal value of US$1 each in the capital of Emirates REIT (CEIC) Limited (the ‘‘Shares’’). The Shares are being offered in or from the DIFC pursuant to the Market Rules of the DFSA and Part 7 of the CIR. Prior to the Offer there has been no public market for the Shares. Application has been made to the DFSA for the Shares to be admitted to the Official List of Securities and application has been made to NASDAQ Dubai for the Shares to be admitted to trading on NASDAQ Dubai under the symbol ‘‘REIT’’. It is expected that Admission will become effective and that trading in the Shares will commence on or about 8 April 2014 (the ‘‘Admission Date’’). Payment for and delivery of the Shares is expected to be made through the book entry facilities of the Central Securities Depositary operated by NASDAQ Dubai on or about 8 April 2014 (the ‘‘Closing Date’’). There will be no conditional dealings in the Shares prior to Admission. The Fund has granted to SHUAA Capital psc a right exercisable within 30 days from the Admission Date to subscribe for up to an additional 19,301,470 Shares at the Offer Price, solely to cover over-allotments or short positions resulting from the stabilisation transactions, if any, in the Offer (the ‘‘Over-allotment Arrangements’’). If the Over-allotment Arrangements are exercised in full, the Offer will amount to 147,977,941 Shares. Please refer to the ‘‘Underwriting’’ section of this Prospectus. The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including the accuracy or completeness of such information. The liability for the content of this Prospectus lies with the issuer of the Prospectus and other persons, such as experts, whose opinions are included in the Prospectus with their consent. The DFSA has also not assessed the suitability of the securities to which the Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus, or are unsure whether the securities to which the Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor. NASDAQ Dubai accepts no responsibility for the contents of this Prospectus, makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this Prospectus. Investing in the Shares involves significant risks. Please refer to the ‘‘Risk Factors’’ section beginning on page 19 of this Prospectus. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this Prospectus is not for distribution in or into the United States, Canada, Australia, Qatar, Kuwait, the Republic of South Africa or Japan or to any US persons (‘‘US Persons’’) as defined in Regulation S (‘‘Regulation S’’) under the US Securities Act of 1933, as amended (the ‘‘US Securities Act’’). The Shares have not been and will not be registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, or to, or for the account or benefit of, US Persons. The Shares are being offered and sold only to non-US Persons outside the United States in reliance on Regulation S under the US Securities Act. The Shares have not been and will not be registered under the securities laws of Canada, Australia, Qatar, Kuwait, the Republic of South Africa, or Japan. Accordingly, the Shares may not, subject to certain exceptions, be offered or sold, directly or indirectly in or into Canada, Australia, Qatar, Kuwait, the Republic of South Africa or Japan or to any national, citizen or resident of Canada, Australia, Qatar, Kuwait, the Republic of South Africa or Japan. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and the distribution of this Prospectus, please refer to the ‘‘Important Information about this Prospectus’’ and ‘‘Selling and Transfer Restrictions’’ sections in this Prospectus. This Prospectus has been approved by the Fund’s Shari’a Supervisory Board. Sponsor SHUAA Capital psc Joint Bookrunners SHUAA Capital psc Emirates NBD Capital Limited Co-Lead Managers Abu Dhabi Commercial Bank PJSC Dubai Islamic Bank PJSC EFG Hermes UAE Limited Financial Advisor to the Fund Shari’a Advisor to the Fund H.K. Advisory Services Limited Dar Al Shariah Legal & Financial Consultancy LLC This Prospectus is dated 3 April 2014 IMPORTANT INFORMATION ABOUT THIS PROSPECTUS This Prospectus, including the financial information and the appendices included herein, comprises a prospectus relating to the Fund prepared by Emirates REIT Management (Private) Limited (‘‘Fund Manager’’) in accordance with the DIFC Collective Investment Law 2010, DFSA Collective Investment Rules and the DFSA Markets Rules for the purpose of giving information with regard to the Fund in connection with the offering of the Shares and application for admission of the Shares to the Official List of Securities of the DFSA and the application to NASDAQ Dubai for the admission of the Shares to trading on NASDAQ Dubai. Accordingly, this Prospectus has been approved by the DFSA (as the competent authority in the DIFC) as an Approved Prospectus pursuant to Article 14 of the DIFC Markets Law and has been filed with the DFSA. This Prospectus is not a prospectus for purposes of the EU Prospectus Directive (Directive 2003/71/EC). To the best of the knowledge and belief of the Fund and the Fund Manager (together, the ‘‘Responsible Persons’’) this Prospectus complies with the Collective Investment Law 2010 of the DIFC, the DFSA Collective Investment Rules and the DFSA Market Rules and the Fund and the Fund Manager accept responsibility for the information contained in this Prospectus and, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of the knowledge of the Fund and the Fund Manager (who have taken all reasonable care to ensure that such is the case), in accordance with the facts and contains no omissions likely to affect its import. Prospective investors should rely exclusively on the information contained in this Prospectus. No person is authorised to give information or to make any representation in connection with the Offer other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by any of the Fund, the Fund Manager, SHUAA Capital psc (the ‘‘Sponsor’’ or ‘‘SHUAA’’), Emirates NBD Capital Limited (‘‘EMCAP’’ and, together with SHUAA, the ‘‘Joint Bookrunners’’), Abu Dhabi Commercial Bank PJSC, Dubai Islamic Bank PJSC or EFG Hermes UAE Limited (the latter collectively, the ‘‘Co-Lead Managers’’ and, together with the Joint Bookrunners, the ‘‘Banks’’) or any of their affiliates or advisers. The information contained in this Prospectus is accurate only as at the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of or subscription for Shares. Neither the delivery of this Prospectus nor any offer made hereunder shall under any circumstances imply that there has been no change in the Fund’s affairs or that the information set forth in this Prospectus is correct as of any date subsequent to its date. In making an investment decision, prospective investors must rely upon their own examination of the Fund and the Fund Manager and the terms of the Offer set out in this Prospectus, including the merits and risks involved. Prospective investors should exclusively rely on the information contained in this Prospectus. None of the Fund, the Fund Manager, the Sponsor or the Banks has authorised anyone to provide prospective investors with information different from that contained in this Prospectus. Persons receiving this Prospectus should note that the Banks are acting for the Fund and the Fund Manager (for and on behalf of the Fund) in relation to the Offer and for no one else and will not be responsible to anyone other than the Fund and the Fund Manager for providing the protections afforded to their respective clients or for providing advice in relation to the Offer or the contents of this Prospectus or any transaction, arrangement or matter referred to herein. The Banks make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Prospectus, including the suitability of the Shares for any particular investor, and nothing contained in this Prospectus is, or should be relied upon as, a promise or representation by the Banks or their respective affiliates or advisors.

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