IMPORTANT: You Must Read the Following Disclaimer Before Continuing

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus (the ‘‘document’’) and you are therefore advised to read this carefully before reading, accessing or making any other use of the attached document. In accessing the 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 you will not 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 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 this document, you are deemed to have represented to Merrill Lynch International (‘‘BofA Merrill Lynch’’), J.P. Morgan Securities plc (‘‘J.P. Morgan’’), Morgan Stanley & Co. International plc (‘‘Morgan Stanley’’, together with BofA Merrill Lynch and J.P. Morgan, the ‘‘Joint Global Coordinators’’), HSBC Bank Middle East Limited, National Bank of Abu Dhabi PJSC, Emirates Financial Services PSC and EFG Hermes UAE Limited (together with the Joint Global Coordinators, the ‘‘Joint Bookrunners’’), N M Rothschild & Sons Limited (the ‘‘Financial Adviser’’), the Company and the Selling Shareholders that (i) you are acting on behalf of, or you are either (a) an institutional investor outside the United States (as defined in Regulation S under the Securities Act), or (b) in the United States and a QIB that is acquiring securities for your own account or for the account of another QIB; (ii) if you are in the UK, you are a relevant person; (iii) if you are in any member state of the EEA other than the UK, you are a Qualified Investor; (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 (as defined in the Prospectus Directive); and (v) if you are outside the US, UK and EEA (and the electronic mail addresses that you gave us and to which this document has been delivered are not located in such jurisdictions), you are a person into whose possession this document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. This 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 Selling Shareholders, the Joint Bookrunners, the Financial Adviser, or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and any hard copy version. By accessing the linked document, you consent to receiving it in electronic form. A hard copy of the document will be made available to you only upon request. You are reminded that this document has been made available to you solely on the basis that you are a person into whose possession this 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 this 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. THE DOCUMENT CONTAINS INFORMATION THAT IS SUBJECT TO COMPLETION AND CHANGE. NO OFFER OF SECURITIES WILL BE MADE AND NO INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THIS DOCUMENT ALONE, BUT ONLY ON THE BASIS OF THIS DOCUMENT AS FINALISED AND COMPLETED BY THE RELEVANT PRICING NOTIFICATION. None of the Joint Bookrunners, the Financial Adviser or any of their respective affiliates, or any of their respective directors, officers, employees or agents, accepts any responsibility whatsoever for the contents of this document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the offer. The Joint Bookrunners, the Financial Adviser 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 such document or any such statement. No representation or warranty, express or implied, is made by any of the Joint Bookrunners, the Financial Adviser or any of their respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in this document. The Joint Bookrunners and the Financial Adviser are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the offer. They will not regard any other person (whether or not a recipient of this document) as their client in relation to the offer and will not be responsible to anyone other than the Company and the Selling Shareholders 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 this 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. 9SEP201416422042 EMAAR MALLS GROUP 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, with a paid up share capital of AED 13,014,300,000)

Global Offering of 2,000,000,000 Shares Offer Price Range: AED 2.50 to AED 2.90 per Share

2,000,000,000 ordinary shares with a nominal value of AED 1.00 each (the ‘‘Shares’’) of Emaar Malls Group PJSC (the ‘‘Company’’) are being offered in this global offering (the ‘‘Global Offering’’) by our shareholders, Emaar Properties PJSC (‘‘Emaar Properties’’) and its wholly-owned subsidiary, Emirates Property Holdings Limited (together, the ‘‘Selling Shareholders’’). The Global Offering comprises an offering of Shares (i) in the United States to qualified institutional buyers (each a ‘‘QIB’’) as defined in, and in reliance on, Rule 144A (‘‘Rule 144A’’) under the US Securities Act of 1933 (the ‘‘Securities Act’’), and outside the United States to institutional investors in reliance on Regulation S (‘‘Regulation S’’) under the Securities Act (together, the ‘‘Qualified Institutional Offering’’), (ii) in 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 (iii) in the United Arab Emirates (the ‘‘UAE’’) to (A) natural persons who are shareholders of Emaar Properties PJSC as at 10 September 2014, (B) natural persons who are citizens of any country (with the exception of persons located in the United States within the meaning under the Securities Act), and (C) in accordance with the UAE Council of Ministers’ Resolution No. 8 of 2006, the Emirates Investment Authority, up to 5% of the Shares (the ‘‘UAE Individual Offer’’). Prior to the Global Offering, there has been no public market for the Shares. We have applied for the Shares to be listed on the Dubai Financial Market (the ‘‘DFM’’) and to list the Shares on the DFM under the symbol ‘‘EMRMLS’’ (the ‘‘Admission’’). There will be no conditional dealings in the Shares prior to Admission. It is expected that Admission will become effective and that dealings in the Shares will commence on the DFM on or about 2 October 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 and within the United States only to QIBs in reliance on Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and the distribution of this Prospectus, see ‘‘Subscription and Sale’’ and ‘‘Transfer Restrictions’’. The Shares are offered 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 the business day prior to the Closing Date, and delivery of the Shares is expected to be made on the Closing Date through the book-entry facilities operated by the DFM. The DFM takes 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. DIFC Exempt Offer Statement: This Prospectus 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 Securities and Commodities Authority of the UAE (the ‘‘SCA’’) has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The SCA has not approved this Prospectus nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this Prospectus 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 Prospectus, you should consult an authorised financial adviser.

Joint Global Coordinators and Joint Bookrunners BofA Merrill Lynch J.P. Morgan Morgan Stanley

Joint Bookrunners HSBC Bank Middle National Bank of Emirates Financial EFG Hermes UAE East Limited Abu Dhabi PJSC Services PSC Limited

This Prospectus is dated 14 September 2014. IMPORTANT INFORMATION This Prospectus 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 securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful. THIS PROSPECTUS CONTAINS INFORMATION THAT IS SUBJECT TO COMPLETION AND CHANGE. NO OFFER OF SECURITIES WILL BE MADE AND NO INVESTMENT DECISION SHOULD BE MADE ON THE BASIS OF THIS PROSPECTUS ALONE, BUT ONLY ON THE BASIS OF THIS PROSPECTUS AS FINALISED AND COMPLETED BY THE RELEVANT PRICING NOTIFICATION. Recipients of this Prospectus are authorised solely to use this Prospectus for the purpose of considering the acquisition of the Shares, and may not reproduce or distribute this Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information herein for any purpose other than considering an investment in the Shares. Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus. Prior to making any decision as to whether to invest in the Shares, prospective investors should read this Prospectus 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 their own examination, analysis and enquiry of the Company and the terms of the Global Offering, including the merits and risks involved. The investors also acknowledge that: (i) they have not relied on the Joint Bookrunners or the Financial Adviser or any person affiliated with the Joint Bookrunners or the Financial Adviser in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied only on the information contained in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised by the Company, the Joint Bookrunners or the Financial Adviser. Neither the delivery of this Prospectus 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, the Joint Bookrunners or the Financial Adviser or any of their respective representatives is making 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 Prospectus 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 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 Company’s knowledge, in accordance with the facts and contains no omissions likely to affect its import. None of the Company, the Selling Shareholders, the Joint Bookrunners or the Financial Adviser 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 Global Offering or the Company. None of the Company, the Selling Shareholders, the Joint Bookrunners or the Financial Adviser makes any representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. Merrill Lynch International (‘‘BofA Merrill Lynch’’), J.P. Morgan Securities plc (‘‘J.P. Morgan’’) and Morgan Stanley & Co. International plc (‘‘Morgan Stanley’’) have been appointed as joint global co-ordinators and joint bookrunners (the ‘‘Joint Global Coordinators’’) and HSBC Bank Middle East

i Limited, National Bank of Abu Dhabi PJSC, Emirates Financial Services PSC and EFG Hermes UAE Limited have been appointed as joint bookrunners (together with the Joint Global Coordinators, the ‘‘Joint Bookrunners’’). BofA Merrill Lynch, J.P. Morgan, Morgan Stanley and N M Rothschild & Sons Limited (the ‘‘Financial Adviser’’), which are each authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and HSBC Bank Middle East Limited, National Bank of Abu Dhabi PJSC, Emirates Financial Services PSC and EFG Hermes UAE Limited are acting exclusively for the Company and no one else in connection with the Global Offering, will not regard any other person (whether or not a recipient of this document) as a client in relation to the Global 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 Global Offering or any transaction or arrangement referred to in this document. The Joint Bookrunners and the Financial Adviser 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 Global Offering, the Joint Bookrunners, the Financial Adviser 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 Global 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 Joint Bookrunners and any of their affiliates acting as investors for their own accounts. In addition, certain of the Joint Bookrunners, the Financial Adviser or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such Joint Bookrunners and Financial Adviser (or their affiliates) may from time to time acquire, hold or dispose of Shares. None of the Joint Bookrunners or the Financial Adviser 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 Joint Bookrunners or the Financial Adviser 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 Joint Bookrunners or the Financial Adviser 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 document 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 Global Offering and nothing in this Prospectus will be relied upon as a promise or representation in this respect, whether as to the past or future. Each of the Joint Bookrunners and the Financial Adviser 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 Prospectus or any such statement. The Global Offering relates to securities of a UAE public joint stock company to be listed on the Dubai Financial Market and potential investors should be aware that this document and any other documents or announcements relating to the Global 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 Dubai Financial Market, all of which may differ from those applicable in any other jurisdiction. This Prospectus is not intended to constitute a financial promotion, offer, sale or delivery of shares or other securities under the Dubai International Financial Centre (‘‘DIFC’’) Markets Law (DIFC Law No. 12 of 2004, as amended (the ‘‘Markets Law’’), or under the Markets Rules (the ‘‘Markets Rules’’) of the Dubai Financial Services Authority (‘‘DFSA’’). The Global Offering has not been approved or licensed by the DFSA, and does not constitute an offer of securities in the DIFC in accordance with the Markets Law or the Markets Rules.

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, the Selling Shareholders, the Joint Bookrunners

ii or the Financial Adviser 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 actions have been taken to allow for a public offering of the Shares under the applicable securities laws of any other jurisdiction, including Australia, Canada, Japan or the United States. This Prospectus 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.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES The Shares are being offered and sold outside the United States in reliance on Regulation S and within the United States to ‘‘qualified institutional buyers’’ in reliance on Rule 144A under the Securities Act (‘‘Rule 144A’’). Prospective purchasers are hereby notified that sellers of the Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and the distribution of this Prospectus, see ‘‘Subscription and Sale’’ and ‘‘Transfer Restrictions’’. The Shares offered by this Prospectus have not been approved or disapproved by the United States Securities and Exchange Commission (the ‘‘SEC’’), any State securities commission in the United States or any other United States regulatory authority, nor have any such authorities passed upon, or endorsed the merits of, the Global Offering or the accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (‘‘RSA 421-B’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

iii TABLE OF CONTENTS

Page Important Information ...... i Presentation of Financial and Other Information ...... 2 Glossary ...... 5 Summary ...... 6 Risk Factors ...... 24 Use of Proceeds ...... 37 Dividend Policy ...... 38 Capitalisation ...... 39 Selected Financial Information and Operating Data ...... 40 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 44 Business ...... 71 Industry Overview ...... 104 Regulation of Real Estate in Dubai ...... 117 Management ...... 124 Related Party Transactions ...... 131 Principal and Selling Shareholders ...... 132 Description of Share Capital ...... 134 Taxation ...... 141 Subscription and Sale ...... 144 Transfer Restrictions ...... 151 Settlement and Delivery ...... 153 Legal Matters ...... 154 General Information ...... 155 Historical Financial Information ...... F-1 Annex A: JLL Valuation Report ...... A-1

1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Historical financial information The Company’s historical financial information as of and for the three years ended 31 December 2011, 2012 and 2013, and as of 30 June 2014 and for the six-month periods ended 30 June 2013 and 2014 (the ‘‘Historical Financial Information’’) have been included in this Prospectus beginning on page F-1. The Historical Financial Information has been prepared in accordance with the requirements of International Financial Reporting Standards (‘‘IFRS’’) as issued by the International Accounting Standards Board and applicable requirements of UAE laws, save as described in Note 2.1 to the Historical Financial Information. The historical financial information for the six-month period ended 30 June 2013 is unaudited.

Non-IFRS Information Included in this Prospectus are certain measures that are not measures defined by IFRS, namely, EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin. Information regarding EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin 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, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin alone do not provide a sufficient basis to compare our 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 they are helpful to investors and financial analysts in highlighting trends in our overall business. In addition, you should be aware that we are likely to incur expenses similar to the adjustments in this presentation in the future and that certain of these items could be considered recurring in nature. Our presentation of EBITDA, and in particular Adjusted EBITDA and related margins, should not be construed as an implication that our future results will be unaffected by unusual or non-recurring items. We encourage you to evaluate these items and the limitations for purposes of analysis in excluding them. For a reconciliation of EBITDA to profit for the year, see ‘‘Selected Financial Information and Operating Data’’.

Currency presentation Unless otherwise indicated, all references in this document to: • ‘‘UAE dirham’’ or ‘‘AED’’ are to the lawful currency of the United Arab Emirates; and • ‘‘US dollars’’ or ‘‘USD’’ are to the lawful currency of the United States.

Rounding Certain data in this document, including financial, statistical and operating information, has been rounded. As a result of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to 100%.

Definitions Unless the context otherwise requires, all references in this Prospectus to the ‘‘Company’’ are to Emaar Malls Group PJSC and all references in this Prospectus to ‘‘we’’, ‘‘our’’, ‘‘us’’ and the ‘‘group’’ refer, collectively, to the Company and its subsidiaries. Certain terms used in this document, including all capitalised terms and certain technical and other items, are defined and explained in ‘‘Glossary’’.

Market data In certain instances in this Prospectus, we have included our own estimates, assessments, adjustments and judgements in preparing market information, which has not been verified by an independent third party. Market information included herein is, therefore, unless otherwise attributed to a third-party source, to a certain degree subjective. While we believe that our own estimates, assessments, adjustments and judgements are reasonable and that the market information prepared by us approximately reflects the

2 industry and the markets in which we operate, there is no assurance that our own estimates, assessments, adjustments and judgements are the most appropriate for making determinations relating to market information or that market information prepared by other sources will not differ materially from the market information included herein. Where expressly indicated, the market information contained in the section headed ‘‘Industry Overview’’ has been extracted from the Valuation Report (as defined below under ‘‘—Real Estate Market Values’’). Unless otherwise indicated, other market data used in this Prospectus, including statistics in respect of our competitors’ sales volumes and market share, has been extracted from other official and industry sources and other sources we believe to be reliable, including, without limitation, in the sections headed ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and ‘‘Business’’. Such information, data and statistics may be approximations or estimates or use rounded numbers. We have relied on the accuracy of this information without independent verification. We confirm that the third-party information included herein 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 Joint Bookrunners accept liability for the accuracy of any such information, and prospective investors are advised to consider such information with caution.

No incorporation of website information Neither the contents of the Company’s website, any website mentioned in this Prospectus nor any website directly or indirectly linked to these websites have been verified and they do not form part of this Prospectus, and investors should not rely on such information.

Real Estate Market Values All real estate market values presented herein are from the report of Jones Lang LaSalle UAE Limited, Dubai Branch (‘‘JLL’’) (the ‘‘Valuation Report’’), an External Valuer (as defined in the RICS Valuation— Professional Standards January 2014), dated 30 June 2014 (hereinafter referred to as ‘‘Market Value’’). For the avoidance of doubt, JLL has valued the individual real estate assets only and has not established the combined or total value of the portfolio. The Valuation Report is included as Annex A to this Prospectus. The Market Value of a property or development project as assessed by JLL is the estimated amount for which such property or development project should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgably, prudently and without compulsion. JLL valued 34 properties and development projects at various stages of development. Our portfolio of properties and our development projects are together referred to herein as ‘‘Properties’’. The Properties were valued as of 30 June 2014. Each Property has been valued on the basis of Market Value in accordance with the appropriate sections of both the current RICS Valuation—Professional Standards January 2014 and International Valuation Standards (IVS). This is an internationally accepted basis of valuation. The valuations and a complete discussion of the valuation methodology and other assumptions, methodologies and qualifications are contained in the Valuation Report and elsewhere in this Prospectus. See ‘‘Annex A: JLL Valuation Report’’.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This document includes forward-looking statements. 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. In particular, the statements under the headings regarding our strategy and other future events or prospects in the following sections are forward-looking statements: ‘‘Summary’’, ‘‘Risk Factors’’, ‘‘Business’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’.

3 These forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved: 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. Please refer to ‘‘Risk Factors’’ for further confirmation in this regard. The forward-looking statements contained in this document speak only as of the date of this document. The Company, the Joint Bookrunners and the Financial Adviser expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the document 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.

AVAILABLE INFORMATION For so long as any of the Shares are in issue and are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is not subject to Section 13 or 15(d) under the US Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any holder or beneficial owner of a Share, or to any prospective purchaser of a Share designated by such holder or beneficial owner, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act.

4 GLOSSARY The following definitions apply throughout this document unless the context requires otherwise:

Anchor tenant ...... A tenant leasing GLA of 20,000 sq ft. or more. Average rent per square foot ...... Total rent of main units for the relevant period, divided by leased GLA of main units of the relevant property. For a six-month period, average rent per square foot is annualised by multiplying the aggregate rent of main units in the relevant property for the relevant six-month period by two. Base rent ...... Either the contractual base rent or effective base rent, as applicable. Community integrated retail ...... Neighbourhood and community shopping centres with less than 400,000 sq ft. of GLA. Contractual base rent ...... The contractually agreed annual base rent for a unit. Cost recovery ratio ...... The ratio of (i) revenue from service charges and promotional and marketing contributions paid by our tenants to (ii) the sum of our total operating expenses (less lake and fountain expenses) and sales and marketing expenses excluding reversals, if any. Effective base rent ...... The higher of (i) 50% to 90% of the variable turnover rent for the lease year then ending and (ii) the contractual base rent for the subsequent lease year. Footfall ...... The total number of visitors to the property, measured as the total number of entries through the main entrances. GLA occupancy rate ...... The GLA of the main units that are occupied by tenants and in respect of which rent is being paid divided by total available GLA for main units for the relevant period. Gross floor area or GFA ...... Includes GLA, plus public halls and corridors and public back of house areas such as toilets and prayer rooms. Gross leasable area or GLA ...... The amount of floor space available to be let to tenants. Net turnover rent ...... The amount by which the aggregate variable turnover rent exceeded the aggregate base rent. Occupancy cost ratio ...... Rental income generated by the main units of the relevant property, divided by the tenant sales for those main units. PDCs ...... Post-dated cheques. Regional malls ...... Shopping malls with more than 400,000 sq ft. and less than 800,000 sq ft. of GLA. Specialty retail ...... Shopping malls with a significant prevalence of tenants in a single market segment or category. Super-regional malls ...... Shopping malls in excess of 800,000 sq ft. of GLA. Total built-up area ...... Includes GLA, GFA and car parking areas, loading docks and service corridors, plant rooms, stairs and lifts. Total rent ...... The sum of base rent, net turnover rent, service charges and promotional and marketing contributions. Variable turnover rent ...... The product of a contractually agreed percentage multiplied by the relevant tenant’s actual annual sales revenue. Weighted average lease term ...... The sum of, for each property, the weighted average original lease term for each property multiplied by the percentage of total Company occupied GLA represented by that property.

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

Overview We are the leading owner and operator of shopping malls in Dubai, UAE. Our portfolio of properties comprises four shopping malls and 30 community shopping centres and other retail properties, which together had a total GLA of approximately 5.9 million sq ft. as at 30 June 2014 and a GLA occupancy rate of 95% in the six months ended 30 June 2014 (and an occupancy rate of 98% based on signed leases, increased from 97% as at 31 December 2013). Our properties include some of the most iconic malls and entertainment and community integrated retail centres in the Middle East, including The Dubai Mall, our flagship asset, which has been the most visited shopping and entertainment mall worldwide in each of the last three years. Our properties were developed as an integral part of the master plan developments of our controlling shareholder, Emaar Properties, and, therefore, are strategically located in key areas of Dubai that benefit from favourable socio-economic demographics and increasing tourism. We generated AED 2,395 million and AED 1,258 million in revenue and AED 1,739 million and AED 999 million in EBITDA in 2013 and the first six months of 2014, respectively. According to JLL, the Market Value of our properties (including the Fashion Avenue expansion) was AED 39,790 million as at 30 June 2014. See ‘‘Annex A: JLL Valuation Report’’. We manage and operate our business principally through four divisions: Super-Regional Malls, Regional Malls, Community Integrated Retail and Specialty Retail. • The Super-Regional Malls division. This division comprises The Dubai Mall, and accounted for 83% and 82% of our rental income in 2013 and the first six months of 2014, respectively. The Dubai Mall is a regional and global retail and fashion destination located in the prestigious Downtown Dubai area. It has more than 1,000 main units, of which 26 are anchor tenants, including Bloomingdale’s and Galeries Lafayette. Among its tenants are more than 80 international luxury fashion brands conveniently located in Fashion Avenue, The Dubai Mall’s destination shopping area for international luxury fashion brands. The Dubai Mall’s retail units also include more than 40 high-end jewellery and watch brands, and approximately 400 apparel and accessories stores and electronics retailers. It has more than 170 food and beverage outlets located throughout the mall and in two large food courts, including over 25 casual dining restaurants located on the Waterfront Promenade, which enjoy views of the Dubai Fountain and Burj Khalifa, the world’s tallest building. The Dubai Mall also features renowned attractions, including the Dubai Aquarium & Underwater Zoo, SEGA Republic, KidZania, Reel Cinemas, an Olympic-sized ice rink, an Airbus A380 flight simulator and DubaiDino, a 155 million year old dinosaur fossil exhibit, and provides exclusive direct access to At The Top, the observation deck of Burj Khalifa. The mall is also adjacent to the Dubai Fountain, Souk Al Bahar and two of Dubai’s leading hotels, The Address Downtown and The Address Dubai Mall. The Dubai Mall was the most visited shopping and entertainment mall worldwide in 2011, 2012 and 2013. In 2013, the mall attracted 75 million visitors, an increase of 16% compared to 2012, surpassing significantly the number of visitors in the same year at other leading malls worldwide, such as Les Quatre Temps (46 million), Mall of America (40 million), Bullring Birmingham (40 million) and the Trafford Centre Manchester (30 million). In 2013, The Dubai Mall accounted for approximately 50% by value of all luxury goods sold in Dubai, and continues to strengthen its position as the fashion capital of the Middle East. It is the largest shopping mall in the world by total built-up area (approximately 12.1 million sq ft.) and the sixth largest in the world by GLA (approximately 3.7 million sq ft.). In the six months ended 30 June 2014, The Dubai Mall had a GLA occupancy rate of 99% and attracted nearly 40 million visitors. We are currently undertaking a major expansion of Fashion Avenue. This project is expected to add approximately 600 thousand sq ft. of GLA to Fashion Avenue, which can accommodate more than 200 units for some of the world’s top luxury brands, further enhancing the fashion portfolio of The Dubai Mall. As at 30 June 2014, heads of terms had been agreed with three large tenants and offers had been made to prospective tenants representing approximately 30% of the total expected GLA of

6 the expansion, with average rents ranging from AED 1,000 to AED 1,750 per sq ft. We expect at least 90% of the total GLA of the expansion to be pre-leased prior to opening, which is expected to happen in 2016. • The Regional Malls division. This division comprises the Dubai Marina Mall and accounted for 5% and 6% of our rental income in 2013 and the first six months of 2014, respectively. The Dubai Marina Mall is a fully integrated retail, leisure and entertainment development, benefitting from a catchment area of over 120 thousand residents, a waterfront location and proximity to two of our Community Integrated Retail properties, the Marina Walk and the Marina Promenade, as well as other waterfront landmarks, which enhance a ‘‘lifestyle’’ shopping experience. The Regional Malls division has 147 main units and a total GLA of approximately 426 thousand sq ft.. In the six months ended 30 June 2014, the Dubai Marina Mall had a GLA occupancy rate of 95% and attracted more than three million visitors. • The Community Integrated Retail division. This division comprises 30 community shopping centres and other retail properties in various residential communities developed by Emaar Properties, and accounted for 6% and 7% of our rental income in 2013 and the first six months of 2014, respectively. The principal properties included within this division are: • the Downtown Dubai community integrated retail development, which includes a number of retail properties with a total GLA of approximately 539 thousand sq ft. and a GLA occupancy rate of 74% in the six months ended 30 June 2014, as well as other retail properties in the Downtown Dubai area; • the Dubai Marina retail development, including the Marina Walk, Marina Promenade and other retail properties with a total GLA of over 247 thousand sq ft. and a GLA occupancy rate of 82% in the six months ended 30 June 2014; • shopping centres in other Emaar residential communities, such as Arabian Ranches and The Greens; and • community shopping centres currently under construction, such as Arabian Ranches II and Springs Village. Our community integrated retail properties feature, among other things, supermarkets, restaurants, fitness clubs, day-care facilities and clinics, and cater to the needs of residents in the surrounding areas. In aggregate, these properties have approximately 350 retail units including 162 food and beverage units, a total GLA of approximately 971 thousand sq ft. and, in the six months ended 30 June 2014, had a GLA occupancy rate of 81%. • The Specialty Retail division. This division comprises Souk Al Bahar and the Gold & Diamond Park, and accounted for 5% of our rental income in 2013 and in the first six months of 2014, respectively. • Souk Al Bahar is a shopping, entertainment and fully licensed dining destination focused on fine dining and Arabic-themed shopping. Located next to The Dubai Mall and the Dubai Fountain in the heart of Downtown Dubai, Souk Al Bahar has a total of approximately 80 main units, comprising 34 food and beverage outlets and 43 retail stores, and has a total GLA of approximately 210 thousand sq ft. In the six months ended 30 June 2014, Souk Al Bahar had a GLA occupancy rate of 99%, attracted more than three million visitors and accounted for 3% of our total rental income. • Gold & Diamond Park is one of Dubai’s leading wholesale and retail destinations for gold and diamond jewellery. Gold & Diamond Park has approximately 450 main units, including 104 manufacturing spaces, 93 retail outlets and 201 offices, and has a total GLA of approximately 530 thousand sq ft. In the six months ended 30 June 2014, Gold & Diamond Park had a GLA occupancy rate of 85%, attracted one million visitors and accounted for 2% of our total rental income. In addition to the properties described above, we will also seek to leverage our strong relationship with Emaar Properties to potentially acquire additional retail properties. We have entered into the Relationship Agreement with Emaar Properties, pursuant to which we have the contractual right, but not the obligation, to acquire any retail assets developed by Emaar Properties in the GCC during the next 10 years, including portfolio assets currently in the development pipeline of Emaar Properties, so long as Emaar Properties

7 retains a shareholding of 30% or more in the Company. See ‘‘Principal and Selling Shareholders— Relationship Agreement’’.

Competitive Strengths Our competitive strengths include the following:

Dubai is one of the most attractive global economies and provides an excellent platform for continued growth in our business Our profitable track record and our expectations of robust growth in our business are fundamentally linked to our market position in Dubai and the platform it provides for successful operation of our assets. Dubai is the second largest Emirate (by area, population and GDP) in the UAE after Abu Dhabi and, as such, is an important part of the wider UAE economy. In 2013, Dubai contributed 30% to overall UAE GDP. Dubai has a diversified economy and has demonstrated consistent nominal GDP growth since rebounding from the global financial crisis in 2010. Nominal GDP in Dubai grew by approximately 3% in 2010, 4% in 2011 and 7% in 2012. No single economic sector contributed more than 30% to real GDP in 2013, with the largest contributor being the wholesale and retail trade and services sector, which accounted for AED 95.0 billion, or 29%, of Dubai’s real GDP. We benefit from the strong fundamentals of Dubai’s economy, including its successful diversification. Dubai has successfully positioned itself as an important business and leisure tourism hub within the Middle East and has developed a significant tourism infrastructure to facilitate this strategy. According to the Dubai Department of Tourism and Commerce Marketing, there were 611 hotels, guest houses and hotel apartments in Dubai as at 31 December 2013 (of which 77 were five star hotels in 2013), with an occupancy rate of 80% for hotels and 82% for hotel apartments. These facilities accommodated approximately 11 million guests in 2013, an increase of over one million guests from 2012. Dubai has two airports, the Dubai International Airport and the Al Maktoum International Airport. Approximately 66 million passengers transited through the Dubai International Airport during 2013, which offered connections to 220 destinations during 2013 through non-stop flights. Emirates Airline, which is wholly owned by the Government of Dubai, operates more than 1,200 weekly flights to six continents from its hub at the Dubai International Airport. The Government-owned Dubai Airports Company has developed a strategic plan (the ‘‘Strategic Plan 2020’’) targeting an increase in capacity at the Dubai International Airport to 90 million passengers per year by 2018 and completion of Phase 2 of the Al Maktoum Airport between 2018 and 2023, anticipated to create the world’s largest airport with a design capacity of 150 million passengers per year. Dubai has further established itself as a leading hub for many regional and international companies. The Jebel Ali Free Zone is the largest free zone in the UAE, providing a base for over 7,000 companies during 2013, including 120 of the Fortune Global 500 companies. The Dubai International Financial Centre (the ‘‘DIFC’’) was established in order to promote Dubai as an international hub for financial services and a regional gateway for capital and investment. As at 31 December 2013, more than 1,000 companies were registered in the DIFC. Dubai is the world’s foremost destination for shopping, according to Tripadvisor’s Cities Survey, released in May 2014. Dubai is currently tied with London as the world’s leading retail destination in terms of the highest representation of global brands (Euromonitor 2013 Retail Brand Presence Rankings). There is a significant addressable retail market within Dubai, with a population of 2.2 million as of 31 December 2013 (Dubai Statistics Centre), and within the wider UAE and GCC region, with a population of 9.3 million and 48.7 million, respectively (Global Insight). Dubai has been successful in establishing itself as a centre for luxury retail, accounting for approximately 30% of the luxury market of the Middle East and approximately 60% of the UAE as of May 2013 (Bain & Company: Worldwide Luxury Markets Monitor). The Dubai Mall accounted for approximately 50% by value of all luxury goods sold in Dubai in 2013 (Bain & Company: Worldwide Luxury Markets Monitor). A study by Bain & Company in March 2014 recognised Middle East consumers as the world’s highest per capita luxury goods spenders, at USD 1,928 a year. We believe that the strong fundamentals of Dubai’s economy, together with its advancing infrastructure and status as an international trade, transit and tourism hub, provide an optimal platform for robust growth in our business.

8 Our business benefits from Dubai’s high growth consumer oriented retail market All of our assets are located in Dubai. Retail spending in Dubai is supported by increasing domestic demand, tourism volumes and spending levels. Retail sales in the UAE are expected to grow from around USD 65 billion in 2014 to USD 92 billion in 2017 (Business Monitor International, UAE Retail Report Q1 2014), and our market position in Dubai makes us extremely well placed to benefit from any such growth. As at June 2014, the UAE had significantly higher consumer confidence levels than the global average (Nielsen Global Survey of Consumer Confidence & Spending Intentions, Q2 2014). Consumer confidence, coupled with the absence of personal income taxes, a young and growing population of Emiratis and expatriates and increasing per capita GDP, is likely to contribute to an increase in aggregate household spending in the UAE, which is forecast to grow from USD 209 billion in 2013 to USD 318 billion in 2017 (a CAGR of 11%) (Business Monitor International, UAE Retail Report Q1 2014). It is estimated that approximately 67% of the UAE’s population in 2013 was aged 20 to 39. Over the same time period, nominal per capita GDP is expected to grow from approximately USD 43 thousand per year to approximately USD 52 thousand per year. Our business is further supported by increasing tourism volumes and spending levels. Building upon initiatives to increase tourism contained in the Dubai Strategic Plan 2015 and Dubai’s Medium Term Economic Plan, the Government has set itself the target of increasing tourist arrivals to 20 million tourists annually by 2020, from 11 million in 2013, and aims to triple annual revenues from tourism to AED 300 billion (USD 83 billion) by 2020. Dubai recently ranked seventh on MasterCard’s Q2 2013 Global Destination Cities Index, ahead of major cities such as Barcelona, Rome, Vienna and Los Angeles. The Dubai Mall is a leading destination for tourists, with customers from the UAE’s key tourism markets, which are China, Saudi Arabia, India, Russia and Qatar, contributing 45% of the total spending at The Dubai Mall during the two main promotional shopping seasons of 2013. Our management has also observed significant domestic customer flows to our properties from the other Emirates in the UAE. Dubai has been selected to host the World Expo 2020, which is expected to contribute approximately USD 24 billion to Dubai’s economy between 2014 and 2020. A total of 25 million visitors are expected to attend by the Government, 70% of which are expected to be non-UAE residents. The total estimated budget of the Expo is USD 8.8 billion, of which USD 7 billion will be dedicated to further develop city-wide infrastructure, and the Expo site. According to the Strategic Plan 2020, one third of the world’s population lives within a four-hour flight radius and two thirds of the world’s population live within an eight-hour flight radius of Dubai, and it is expected that many of the economies within our catchment area will be characterised by growing populations enjoying increasing per capita GDP and increasing tourism spending that is concentrated in retail. The majority of our catchment area, including the GCC, India, China and Africa, is expected to experience population growth during the period from 2013 to 2017, with a CAGR expected to range from 1% in China to 2% in Africa over the period. Over the same period, nominal per capita GDP is expected to experience a CAGR ranging from 4% in the GCC to 11% in India. Tourism receipts in the UAE are expected to increase from approximately USD 10.0 billion in 2013 to USD 14.2 billion in 2017 (equivalent to a CAGR of 9%) and retail has recently been both the largest and fastest growing component of tourism spending in the UAE (based on 2012 versus 2011 receipts). Historically, super-regional malls, such as The Dubai Mall, have been among the main beneficiaries of tourism spending in Dubai, with approximately 31% of spending through Visa cards in 2012 being spent in retail outlets in the UAE and 66% of retail space in Dubai being located in super-regional malls, as of December 2013. Against the backdrop of significant and increasing retail shopping demand from both domestic consumers and tourists, we consider Dubai to offer a fast-growing consumer market that can support our plan to deliver maximum value to shareholders through our property portfolio, which is designed to capture both tourism driven as well as domestic demand. Our Specialty and Community Integrated Retail divisions are mainly focused on domestic demand, while our Super-Regional and Regional Malls divisions benefit from domestic as well as tourism driven demand.

9 portfolio assets is attributable in part to our successful integration of our malls into renowned Dubai landmarks. The Dubai Mall is currently the largest mall by total built-up area globally and has been the most visited shopping and entertainment mall worldwide in each of the last three years. In 2013, The Dubai Mall attracted 74.8 million visitors, an increase of 16% compared to 2012, surpassing significantly the number of visitors in the same year at other leading malls worldwide, such as Les Quatre Temps (46 million), Mall of America (40 million), Bullring Birmingham (40 million) and the Trafford Centre Manchester (30 million) (sources: company reports). Customers are drawn to The Dubai Mall by its more than 1,000 main retail units, which include over 80 international luxury fashion brands and over 40 high-end jewellery and watch brands, nearly 400 apparel and accessories stores and electronic retailers, and over 170 food and beverage outlets. The Dubai Mall is located in the prestigious Downtown Dubai area, which is home to two iconic Dubai landmarks, the Burj Khalifa and the Dubai Fountain, which are accessible through the mall. As the world’s tallest building, the Burj Khalifa has redefined the Dubai skyline and set new standards in architectural excellence to global acclaim. The Burj Khalifa has surpassed numerous architectural records, including the tallest existing structure, at 829.8 metres. Access to the 124th floor observation deck, At the Top, which recorded approximately 1.87 million visitors in 2013, is exclusively through The Dubai Mall. Visitors can also access the Dubai Fountain on the Burj Khalifa Lake through The Dubai Mall. The Dubai Fountain was inaugurated as the largest choreographed water display in the world in May 2009. Built by Emaar Properties at a cost of approximately AED 1,000 million, the Dubai Fountain is 275 metres long and its choreographed water displays can shoot water up to 150 metres in the air, accompanied by music, 6,600 lights and 25 coloured projectors. In addition to the strong footfall attributable to The Dubai Mall’s integration with the Burj Khalifa and the Dubai Fountain, visitors are also attracted to The Dubai Mall by its unique anchor leisure and entertainment tenants, which, as of 30 June 2014, accounted for 8% of its GLA. The Dubai Mall is attached to The Address Dubai Mall Hotel (a 244-room five star hotel and 453 serviced residences) and is situated adjacent to The Address Downtown Dubai Hotel (a 196-room five star hotel and 628 serviced residences). Souk Al Bahar, which is adjacent to The Dubai Mall and faces the Burj Khalifa and the Dubai Fountain, provides a complementary offer focused on fine dining and Arabic-themed shopping, with 34 food and beverage outlets. The Dubai Mall also benefits from excellent transport infrastructure, with over 14 thousand covered car parking spaces, and is accessible by public transport with a direct connection to the Dubai Metro. Like The Dubai Mall, the Dubai Marina Mall benefits from integration into one of Dubai’s landmark lifestyle development projects—the Dubai Marina. Developed as a master planned community by Emaar Properties, the Dubai Marina is a feat of urban engineering that involved the excavation of three kilometres of desert coastline and the redirection of water from the Arabian Gulf to create what has become the largest man-made marina in the world. The Dubai Marina features eight kilometres of landscaped public walkways and features upscale residences and dining and shopping experiences, including the Dubai Marina Mall, and is connected to the Dubai Metro. The Dubai Marina Mall, which has approximately 426 thousand sq ft. of GLA, is a fully integrated retail, leisure and entertainment development, benefitting from a waterfront location and proximity to the Dubai Marina’s residential and retail landmarks, including The Walk, the Jumeirah Beach Residence and The Beach. Attracting nearly six million visitors in 2013, the Dubai Marina Mall was designed to offer residents and visitors of the Dubai Marina a ‘‘lifestyle’’ shopping experience and has been a popular destination for an integrated retail experience in the Dubai Marina since it opened in December 2008. Together with our commitment to excellence in mall operations and diversity of retail, dining and entertainment options in our key properties, the successful integration of our key portfolio assets within Dubai’s landmark attractions provides support for continued growth in footfall levels and outperformance of competitors in the malls business.

10 Our management has established a track record of double digit annual revenue growth during the last five years, as our revenue increased from AED 1,219 million in 2009 to AED 1,353 million in 2010 (an 11% increase year-on-year), AED 1,525 million in 2011 (a 13% increase year-on-year), AED 1,950 million in 2012 (a 28% increase year-on-year) and AED 2,395 million in 2013 (a 23% increase year-on-year). Our tenants’ sales at The Dubai Mall over this period have also increased from AED 3.4 billion in 2009, to AED 6.2 billion in 2010, AED 8.8 billion in 2011, AED 10.9 billion in 2012 and AED 14.0 billion in 2013, representing a CAGR of 42% over this period, and the GLA occupancy rate of The Dubai Mall increased from 79% in 2009 (the first full year of the mall’s operations) to 90% in 2010, 93% in 2011, 92% in 2012 and 99% in 2013. Our highly successful management team has also consistently improved our profitability during this period, as evidenced by rising EBITDA (AED 1,037 million in 2011, AED 1,446 million in 2012 and AED 1,739 million in 2013). This has resulted in strong cash flow generation and significant value creation for the business. Underpinning our successful results has been a management focus on lease monitoring and active tenant management that has resulted in a high quality and diversified tenant mix. Between 1 January and 30 June 2014, we renewed 365 out of the total of 890 leases that were due to expire during 2014. We achieved an increase in the aggregate contractual base rent for the first year of these new leases, relative to the aggregate contractual base rent in 2013 for these leases of approximately 32%. Over the same period, we also renewed 80 leases that were scheduled to expire during 2015, and achieved an increase in the aggregate contractual base rent for the first year of the new leases relative to the aggregate contractual base rent in 2014 for these leases of approximately 27%. We have a waiting list of more than 4,000 businesses that represent a broad mix of tenant categories. This list represents a potential GLA in excess of the current GLA of our properties. Although we may not be able to replace all of our tenants with the businesses on the waiting list due to the significant number of international brands already represented in our malls, we believe that this level of demand makes any decline in the GLA occupancy rate at our properties unlikely in the near to medium term, assuming we are able to replace tenants on a like-for-like basis. We benefit from a strong bargaining position in lease negotiations as a result of the excess of demand for space across our assets. Management engages in year-round tenant management, with most leases as of 30 June 2014 on three-year terms (the weighted average lease term for all of our properties: 2.9 years; the weighted average lease term for The Dubai Mall: 3.3 years; and the weighted average lease term for the Dubai Marina Mall: 2.7 years). This allows management to replace underperforming tenants, optimise the tenant mix in our properties and negotiate favourable lease terms. Our management team has also driven our successful results by realising a number of redevelopment and enhancement projects for our assets. From 2011 to 2012, we undertook extensive redevelopment of the Gold Souk in The Dubai Mall to create a more accessible shopping area, improve footfall and to allocate space to Level Shoe District, which is now one of our largest anchor tenants by leased GLA, at a total cost of AED 32 million. Following completion of this project, footfall levels in the Gold Souk increased, and tenant sales grew by more than five times in 2013 (after the redevelopment was completed) compared to 2011 (before the redevelopment began). Our team also oversaw the Pier 7 extension at the Dubai Marina Mall, an AED 123 million expansion of the Dubai Marina’s waterfront restaurant offerings that resulted in signed leases for 100% of GLA at Pier 7 as at 31 December 2013, and the successful connections of the Burj Khalifa and Dubai Mall metro station to level 2 of The Dubai Mall via a new Metro Link bridge in December 2012, contributing to an increase of 27% in sales of tenants on level 2 of the mall in 2013. We expect to recover the cost of the Metro Link within four years from advertising revenues and rental income within the Metro Link. In addition, our management team has, since 2011, successfully introduced a number of key changes to our standard lease terms, including the introduction of terms to support advanced collection of turnover rent by making annual adjustments to tenant base rents based on turnover rent in the prior lease year, which has increased and is expected to continue to increase revenue and cash flow predictability. In addition, our management team has started to integrate our IT systems with the point-of-sales (‘‘POS’’) systems of our tenants, which will allow us to automatically monitor tenants’ gross sales, which are the basis for our determining the amount of turnover rent. We expect this initiative will increase revenue and cash flow predictability even further. Our management team covers the entire value chain of our business, with a team of 48 professionals dedicated to asset developments and enhancements, 120 professionals dedicated to asset management and 379 professionals dedicated to mall operations.

11 We are in the process of bolstering our management team by adding four independent non-executive directors, Helal Al Marri, Richard Akers, Mohamed Al Hussaini and Mohamad Mourad, to our board of directors (the ‘‘Board of Directors’’). It is expected that they will be appointed on 30 September 2014. Our independent non-executive directors will account for half of our Board of Directors.

We have a strong, reputable and committed major shareholder and an excellent working relationship with the Government As a subsidiary of Emaar Properties, we enjoy the support of a strong, reputable and committed major shareholder. Emaar Properties is one of the largest real estate master developers operating in the GCC, with an accessible land bank of approximately 270 million sq ft. as at 30 June 2014, strategically located within the UAE. Emaar Properties has substantial experience in successfully designing and executing property development projects, from the land acquisition stage through to the design, approvals, marketing and sales stages of the real estate development lifecycle. Our affiliation with Emaar Properties allows us to pursue our business strategies with the support of one of Dubai’s most respected companies. Through our major shareholder, we have also established an excellent working relationship with the Government. Emaar Properties is 29.22% owned by the Investment Corporation of Dubai (the ‘‘ICD’’), the investment arm of the Government. The Government’s strong support for our business and our alignment with the development goals of the ICD has been recently evidenced by the land which has been made available by the Government for the car park of The Dubai Mall’s Zabeel expansion and the commissioning of the only second floor road in Dubai for optimal access to The Dubai Mall. Our excellent working relationship with the Government also means that we benefit from the opportunity for marketing alliances and joint ventures with other government-related brands, such as Emirates Airline and Meraas Holding (currently co-developing Mohammed Bin Rashid City alongside Emaar Properties). The Government is highly supportive of our business objectives and our business is a significant contributor to Dubai’s economy, with tenants sales at The Dubai Mall alone accounting for approximately 4% of Dubai’s total GDP in 2013 (tenants sales in 2013 divided by Dubai’s real GDP in 2013). We will continue to have access to Emaar Properties’ expertise and supplier relationships after the IPO.

We have unique access to attractive growth opportunities We expect that the growth of our business will be driven by: increases in rental income from existing assets due to an expected general rise in turnover-related rents from anticipated growth of retail activity in Dubai and through our active asset management approach; development and expansion projects currently under development; development and expansion projects currently under evaluation; and the establishment of joint ventures. Our current positioning in master plan developments such as Downtown Dubai, which houses the Burj Khalifa and The Dubai Mall, and the Dubai Marina, which houses the Dubai Marina Mall, is a direct result of our relationship with Emaar Properties. Emaar Properties has exercised the vision to develop master plan developments across Dubai and its support for us, as one of its subsidiaries, allows us unique access to opportunities to establish mall operations in landmark master plan developments. We have entered into the Relationship Agreement with Emaar Properties, pursuant to which we have the contractual right, but not the obligation, to acquire any retail assets developed by Emaar Properties in the GCC during the next 10 years, including portfolio assets currently in the development pipeline of Emaar Properties, so long as Emaar Properties retains a shareholding of 30% or more in the Company. The Relationship Agreement grants us the right to acquire these assets before they are fully developed and let, providing us with additional upside from subsequent rental income growth. We would expect to be actively involved in the design of these assets. (See ‘‘Principal and Selling Shareholders—Relationship Agreement’’). Based on our estimates, there is no non-Government-owned undeveloped land in central locations in Dubai that is available for a large scale retail development, as the majority of undeveloped land is owned by Government-related entities. We believe that our strong working relationship with the Government has placed us in an ideal position to gain access to future retail developments of undeveloped land in attractive locations in Dubai.

12 Our strong balance sheet and prudent investment policy allows us to capitalise on growth opportunities We benefit from a strong balance sheet and have investment grade credit ratings from both Moody’s and Standard & Poor’s. Our balance sheet compares favourably with key international peers, based on net financial indebtedness to gross property value (LTV) as well as net financial indebtedness to EBITDA. Our properties generate a substantial amount of recurring cash flow. We believe that a significant portion of this cash flow is predictable due to the amount of contractual base rent in our tenancy agreements, the lack of tenant termination clauses and the post-dated cheques we require from our tenants covering the contractual base rent. We expect that we will be able to meet currently committed capital expenditures from our future operating cash flow. The Government does not levy corporate income taxes and we therefore pay no corporate taxes on any of our activities in the UAE. In addition, unlike REIT regimes in other jurisdictions, we are not subject to any of the restrictions or obligations on our reinvestment and dividend policies. Based on our focused investment policy and our strong balance sheet, we will be in a strong position to benefit from, and capitalise on, sustainable growth opportunities that present themselves.

Our Strategies Deliver long-term growth through active tenant portfolio management Our active tenant portfolio management strategy includes a comprehensive understanding of our tenants’ needs in order to tailor marketing campaigns to encourage revenue growth. We will continue to seek to be the first shopping mall to bring leading global retail brands to the GCC region, such as Bloomingdale’s and Galeries Lafayette at The Dubai Mall. We continuously monitor our tenant portfolio and lease terms in order to maximise revenue growth and minimise costs. Since 2011, we have introduced a number of key changes to our standard lease terms, including the introduction of terms to support advanced collection of turnover rent by making annual adjustments to tenant base rents based on turnover rent in the prior lease year. We have also introduced terms designed to enhance the cost efficiency of our operations, including the removal of firm caps on chilled water fees, the introduction of additional design fees and project management charges related to store retrofitting. The Dubai Mall’s high occupancy rate demonstrates a high level of demand for retail space, especially within our Super-Regional Malls division and our strong bargaining power, which has allowed us to increase rents within our properties. We will continue our active tenant portfolio management and seek to continue to successfully negotiate favourable lease terms, particularly at The Dubai Mall. We anticipate maintaining anchor tenants on 10- to 20-year tenancy agreements and non-anchor tenants on three to five year lease contracts. We aim to further increase our strong collection rates by mitigating lease payment risk through the use of post-dated cheques (‘‘PDCs’’), covering aggregate contractual base rent plus service charges, chilled water charges and a promotional and marketing contribution for the relevant unit for the term of the lease, and an additional security deposit covering the first three months of contractual base rent for all tenants. We will also continue to manage lease payment risk by maintaining a diversified tenant mix across a significant number of tenants and a variety of tenant categories, with key anchor tenants comprising largely well-known regional and international brands, by continuing to refine our rigorous tenant screening procedures and by proactively managing underperforming tenants by implementing shorter lease terms for these tenants to incentivise performance and decrease risk.

13 We have a current development pipeline consisting of a total GLA of approximately one million sq ft. and a total cost of approximately AED 1,800 million. Of this development pipeline, 85% of the GLA and 90% of the cost relate to expansions and redevelopments of existing assets: • Fashion Avenue: Expansion of the Fashion Avenue area in The Dubai Mall that will add approximately 600 thousand sq ft. of GLA, which can accommodate over 200 units for some of the world’s top luxury brands. The construction commenced in January 2014 and is expected to be completed in March 2016. • Springs Village: Redevelopment of the existing mall in Springs Village with a total of 245 thousand sq ft. of GLA and expected completion in 2015. • Arabian Ranches II: Development of a new community shopping centre adjacent to the existing Arabian Ranches development with a total of approximately 130 thousand sq ft. of GLA and expected completion by the end of 2014. In addition, we, together with Emaar Properties, are evaluating projects with a total GLA of over 865 thousand sq ft., which would be developed by Emaar Properties. These projects comprise: • The Boulevard Expansion: Conversion of a portion of the existing parking space of The Dubai Mall into retail space and constructing a connection to the retail space in the adjacent Fountain Views development, which, if undertaken, would add 400 thousand sq ft. of additional retail space to The Dubai Mall. • The Zabeel Expansion: Expansion of The Dubai Mall in the adjacent Zabeel area on land which has been made available by the Government. If undertaken, the expansion could add 400 thousand sq ft. of new retail space and 4,000 car parking spaces. The expansion of parking facilities could be completed as early as 2015. • Al Reem: Development of the Al Reem community shopping centre with an approximately 65 thousand sq ft. of GLA. In addition, to promote our growth strategy, we will also seek to leverage our strong relationship with Emaar Properties. We have entered into the Relationship Agreement with Emaar Properties, pursuant to which we have the contractual right, but not the obligation, to acquire any retail assets developed by Emaar Properties in the GCC during the next 10 years, including portfolio assets currently in the development pipeline of Emaar Properties, so long as Emaar Properties retains a shareholding of 30% or more in the Company. The Relationship Agreement grants us the right to acquire these assets before they are fully developed and let, providing us with additional upside from subsequent rental income growth. We would expect to be actively involved in the design and leasing of these assets and to negotiate our purchase of them once 70% or more of the GLA of the relevant asset is leased out. The transfer price would be determined by agreement between Emaar Properties and us as to the Fair Market Value (as defined in the Relationship Agreement) of the relevant asset or, failing which, by taking the average of the valuations of two independent valuers, and we expect to fund any purchase through internally generated cash. Further, we currently anticipate that we will target our own development pipeline of shopping malls outside of Emaar Properties master plan developments of not more than 20% of our gross asset value. We may also consider projects outside the UAE if attractive opportunities present themselves. Following the success of our world-class entertainment facilities at The Dubai Mall that are operated through Emaar Retail, a subsidiary of Emaar Properties, we will also seek opportunities to operate integrated shopping and entertainment lifestyle properties while maintaining a balanced portfolio across property types and sizes. To the extent opportunities for partnerships and joint ventures with other leading brands and Government-related enterprises present themselves, we will consider opportunities for organic growth that are in line with our goal of delivering long-term value to shareholders.

14 development capital expenditure. In addition, the board would also consider market conditions, the then current operating environment and its outlook for the business. Any level or payment of dividends depends on future profits and the business plan of the Company, amongst other factors, at the discretion of the board. We operate within prudent leverage limits for a company in our sector, and seek to maintain a ratio of net debt to EBITDA below 5.0:1. As at 30 June 2014, our LTV ratio was 12.3% (excluding shareholder loans), but over the mid-term we will seek to achieve a LTV ratio in the range of 30% to 35% once the current development pipeline is completed. We have been assigned investment grade credit ratings from both Moody’s (Baa2) and Standard & Poor’s (BBB) and we are committed to maintaining investment grade credit ratings and a balanced maturity profile on our debt. We utilise a diverse mix of funding sources to support our liquidity profile, including bank loans and debt capital markets financing. We have recently proven our ability to obtain financing on attractive terms through the New Facility and the Sukuk Bond.

Improve brand awareness to drive footfall and support tenant sales growth We aim to improve brand awareness through continued efforts with key Dubai stakeholders, high-profile event marketing and effective consumer engagement. We have an ongoing association with Emirates Airline and have launched a number of high-profile marketing events and brand building activities with Emirates Airline, including the opening of the A380 flight simulator in The Dubai Mall and a joint marketing effort in China. As part of our strategy going forward, we will seek to continue to build upon our relationship with Emirates Airline, hospitality groups (such as Comite´ Colbert) and tourism agencies to increase brand awareness of Dubai, the Company and our properties. We also aim to build brand awareness through the promotion of fashion, science, cultural, art and entertainment events, such as the Vogue Fashion Dubai Experience, the Emirates Classic Car Festival and high-end watch and jewellery exhibitions. We will also look to engage consumers by continuing our successful social media campaign around The Dubai Mall (with over 1.4 million Facebook fans and over 140 thousand followers on Twitter as at 30 June 2014) by becoming the most visible mall on social media in the world, and will look to establish a loyalty programme that will further link customers of The Dubai Mall and our other properties to our brand and participating retailers.

Recent Developments On 20 July 2014, we registered an increase in share capital with Government authorities amounting to AED 13,014 million, consisting of 13,014,000 shares of AED 1,000 each through an addendum to our memorandum of association (the ‘‘Memorandum of Association’’). This share capital increase related to the issuance of additional shares in the Company to its shareholders against transfer of titles of plots of land related to The Dubai Mall, the Dubai Marina Mall and Souk Al Bahar. As a result of conversion of the Company to a public joint stock company, which is expected to occur on or before 1 October 2014, our share capital will consist of 13,014,300,000 shares of AED 1.00 each. See ‘‘Description of Share Capital— Our Share Capital’’. In August 2014, we paid AED 800 million out of retained earnings as cash dividends to our shareholders. In addition, on 2 September 2014, we drew down an additional AED 918 million under the New Facility and used the proceeds, together with available cash, to repay in full the outstanding balance of AED 972 million of the Shareholder Loan on 3 September 2014. The Company will publish on 1 October 2014 the management estimates of the balance sheet (reflecting the opening financial position as at 30 September) for Emaar Malls Group PJSC. The Company will also publish on 31 October 2014 reviewed financial statements as at and for the nine month period ending 30 September 2014, which will have been reviewed by its auditors.

Risk Factors Investing in and holding the Shares involves significant risk, including the following;

Risks Relating to Our Business and Industry • All of our properties are located in Dubai, and our financial performance is almost entirely dependent upon trading at The Dubai Mall.

15 • The value and operating results of our properties is dependent in part on the economic conditions that affect the Dubai economy and the conditions in the Dubai commercial and retail real estate markets. • Our results of operations depend on tourism in Dubai. • We may be unsuccessful in executing our business strategy. • We face competition from other retail real estate assets in Dubai and elsewhere in the GCC. • The revenues from our properties depend on anchor tenants and other major retail, entertainment and leisure tenants to attract shoppers. • We may be unable to lease or re-lease space in our properties on favourable terms or at all. • Our results of operations and cash flows are dependent on our tenants’ ability to meet their financial obligations. • Our operating expenses and maintenance capital expenditures may be higher than expected, and all of these costs may not be recoverable. • We are exposed to development and construction risks. • Renovation, asset enhancement works, physical damage or latent building or equipment defects to our properties may disrupt the operations of our properties and collection of rental income or otherwise adversely affect our business. • A default by one of our contractors with respect to any liability relating to workmanship or structural defects may adversely affect our reputation. • The terms of our indebtedness contain restrictions that may limit our flexibility in operating our business. • Real estate valuation is inherently subjective and uncertain. • Our properties could be exposed to catastrophic events or acts of terrorism. • We may not have adequate insurance. • We are required to comply with applicable laws and regulations and to maintain licences and permits to operate our businesses, and our failure to do so could adversely affect our results of operations and prospects. • We may incur unanticipated costs related to compliance with health and safety and environmental laws. • Inflation may adversely affect our financial condition and results of operations. • We rely on certain key personnel. • Erosion of trademarks and other intellectual property could materially adversely affect our business. • We are subject to third-party litigation risk by visitors, contractors and tenants of our properties which could result in significant liabilities and damage our reputation. • We outsource certain services to third-party contractors. • In preparation for the Global Offering, we have implemented a number of policies, processes, systems and controls which have a limited operating history. • Future changes in the AED/USD exchange rate • We engage in transactions with Emaar Properties and other related parties.

Risks Relating to the UAE and to the MENA Region • Continued instability and unrest in the MENA region may adversely affect the UAE economy. • Dubai and the UAE may introduce new laws and regulations that adversely affect the way in which we are able to conduct our businesses.

Risks Relating to the Global Offering and to the Shares • After the Global Offering, certain shareholders will continue to be able to exercise significant influence over us, our management and our operations. • Substantial sales of Shares by the Selling Shareholders could depress the price of the Shares.

16 • The Global Offering may not result in an active or liquid market for the Shares. • We may not pay cash dividends on the Shares. Consequently, you may not receive any return on investment unless you sell your Shares for a price greater than that which you paid for them. • The DFM is significantly smaller in size than other established securities markets and there can be no assurance that a liquid market in the Shares will develop. • It may be difficult for shareholders to enforce judgments against us in the UAE, or against our directors and senior management. • Holders of the Shares in certain jurisdictions, including the United States, may not be able to exercise their pre- emptive rights if we increase our share capital. Our principal executive offices are located at Building 3, Level 4, Emaar Square, Downtown Dubai/P.O. Box 191741, Dubai, United Arab Emirates. Our registered office is the same as our principal executive offices. Our telephone number is 971 (0) 4 367 5588. Our website address is www.emaar.com. The information contained on our website is not incorporated by reference into, or otherwise included in, this Prospectus.

17 THE GLOBAL OFFERING

Company ...... Emaar Malls Group PJSC, a public joint stock company under incorporation in the Emirate of Dubai, UAE, pursuant to Federal Law No. 8 of 1984 concerning commercial companies, as amended. Selling Shareholders ...... Emaar Properties PJSC and its wholly-owned subsidiary, Emirates Property Holding Limited. Immediately following completion of the Global Offering, the Selling Shareholders will own 84.6% of our issued and outstanding share capital. Global Offering ...... A total of 2,000,000,000 Shares are being offered in the Global Offering. All of the Shares are being sold by the Selling Shareholders. The Global Offering comprises the Qualified Institutional Offering, the Exempt Offer, and the UAE Individual Offer. The Shares are being offered outside the United States in reliance on Regulation S and within the United States only to QIBs in reliance on Rule 144A. 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 Global Offering which is to be made available to either the UAE Individual Offer, which shall not be reduced to less than 20% of the total Shares offered in the Global Offering or the Qualified Institutional Offering, which shall not be reduced to less than 60% of the total Shares offered in the Global Offering. Qualified Institutional Offering ..... Up to 1,400,000,000 Shares (representing up to 70% of the Global Offering) are being offered to institutional investors in the Qualified Instiutional Offering (i) outside the United States in reliance on Regulation S and (ii) within the United States only to QIBs in reliance on Rule 144A. Exempt Offer ...... A number of Shares to be determined by the Joint Global Coordinators, the Joint Bookrunners, the Selling Shareholders and us are being offered in the Exempt Offer in the DIFC pursuant to an exemption from registration under the Markets Rules Module of the DFSA’s Rulebook. UAE Individual Offer ...... Up to 600,000,000 Shares (representing up to 30% of the Global Offering) to (A) natural persons who are shareholders of Emaar Properties PJSC as at 10 September 2014, (B) natural persons who are citizens of any country (with the exception of persons located in the United States within the meaning under the Securities Act), and (C) in accordance with the UAE Council of Ministers’ Resolution No. 8 of 2006, the Emirates Investment Authority, up to 5% of the Shares (together, ‘‘Eligible Applicants’’). Shares ...... Upon conversion of the Company to a public joint stock company, our share capital will consist of 13,014,300,000 ordinary shares, each with a nominal value of AED 1.00, which are fully paid, issued and outstanding. The Shares have the rights described under ‘‘Description of Share Capital’’. Offer Price Range ...... The Offer Price Range is AED 2.50 to AED 2.90 per Share. Commencement of the Global Offering ...... On or about 14 September 2014. Expected pricing date ...... On or about 29 September 2014.

18 Expecting Closing Date ...... On or about 2 October 2014. Payment and settlement ...... Payment for the Shares purchased in connection with the Qualified Institutional Offering shall be made in either USD or AED, as specified by each purchaser to the Joint Bookrunners during the bookbuilding process. Purchasers will be required to make full payment for the Shares to the Joint Bookrunners for receipt by the Joint Bookrunners on the business day prior to the Closing Date. In the event of a failure to make timely payment, purchasers of Shares may incur significant charges. 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 ...... We anticipate distributing 50% to 70% of our funds from operations (i.e., EBITDA less net interest expense) in the form of dividends to shareholders, following consideration by the Company’s Board of Directors of the cash management requirements with regards to operating expenses, including interest for the year ahead and planned development capital expenditure. In addition, the board would also consider market conditions, the then current operating environment and its outlook for the business. Any level or payment of dividends depends on future profits and the business plan of the Company, amongst other factors, at the discretion of the board. See ‘‘Dividend Policy’’. Use of proceeds ...... The Company will not receive any proceeds from the Global Offering. The net proceeds generated by the Global Offering (after underwriting commissions and discretionary fees paid) will be approximately AED , all of which will be received by the Selling Shareholders. All expenses of the Global Offering will be borne by the Selling Shareholders. The Global Offering is being conducted, among other reasons, to allow the Selling Shareholders to sell part of their shareholding, while providing increased trading liquidity in the Shares and raising our profile with the international investment community. Listing and trading ...... We have applied for the Shares to be listed on the DFM under the symbol ‘‘EMRMLS’’. Prior to the Global Offering, there has not been any public market for the Shares. There will be no conditional dealings in the Shares prior to Admission. It is expected that Admission will become effective and that dealings

19 in the Shares will commence on the DFM on or about the Closing Date. Lock-up ...... Pursuant to the terms of an underwriting agreement dated 14 September 2014 among the Company, the Selling Shareholders, the Joint Global Coordinators and the Joint Bookrunners (the ‘‘Underwriting Agreement’’), we and the Selling Shareholders, which held all of the Shares immediately prior to the Global Offering, have contractually agreed, for a period of 180 days after the Closing Date, save for the sale of the Shares by the Selling Shareholders in the Global Offering, not to (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 ordinary shares or other shares of ours, or securities convertible or exchangeable into or exercisable for any ordinary shares or warrants or other rights to purchase ordinary shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the Company’s ordinary shares, (B) enter into any swap, or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of our ordinary shares, in each case, whether any such transaction is to be settled by delivery of ordinary shares or other securities, in cash or otherwise, 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, such consent not to be unreasonably withheld or delayed. For more information, see ‘‘Subscription and Sale’’. Taxation ...... For a discussion of certain tax considerations relevant to an investment in the Shares, see ‘‘Taxation’’. General Information ...... The security identification numbers of the Shares offered hereby are as follows: Shares ISIN: Shares Common Code: DFM Share Trading Symbol: EMRMLS

20 SUMMARY FINANCIAL AND OPERATING INFORMATION The summary financial information set forth below shows our historical financial information and other operating information as of and for the years ended 31 December 2011, 2012 and 2013 and as of 30 June 2014 and for the six month periods ended 30 June 2013 and 2014. The summary historical financial information has been derived from our Historical Financial Information included elsewhere in this Prospectus and should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’. Historical financial information for the six months ended 30 June 2013 is unaudited. See also ‘‘Presentation of Financial and Other Information’’ for important information about the financial information presented herein.

Income Statement Data

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Revenue Rental income ...... 1,521 1,944 2,386 1,106 1,250 Other income ...... 4 5 10 3 8 Total revenue ...... 1,525 1,950 2,395 1,109 1,258 Expenses Other operating expenses ...... 354 362 437 199 180 Sales and marketing expenses ...... 25 39 64 17 17 Depreciation of property, plant and equipment ...... 19 17 58 23 37 Depreciation of investment properties ...... 297 297 249 119 126 General and administrative expenses ...... 108 102 155 75 63 Finance costs ...... 458 401 333 177 218 Total expenses ...... 1,261 1,219 1,296 611 641 Profit for the year/period ...... 263 731 1,099 498 617

Summary Statement of Financial Position Data

31 December 30 June 2011 2012 2013 2014 (AED millions) Assets Total non-current assets ...... 7,584 7,680 7,633 20,677 Total current assets ...... 422 1,083 1,778 1,857 Total Assets ...... 8,006 8,763 9,412 22,534 Equity Total equity(1) ...... 1,164 1,849 2,959 13,863 Liabilities Total non-current liabilities ...... 5,973 5,781 5,112 6,381 Total current liabilities ...... 870 1,132 1,341 2,290 Total liabilities ...... 6,843 6,913 6,453 8,671 Total Equity and Liabilities ...... 8,006 8,763 9,412 22,534

Note: (1) Amount for 30 June 2014 includes proposed equity issuance in the amount of AED 13,014 million. See ‘‘Selected Financial Information and Operating Data’’.

21 Statement of Cash Flows Data

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Net cash from operating activities ...... 1,249 1,303 1,876 1,090 1,075 Net cash used in investing activities ...... (353) (651) (1,191) (508) (408) Net cash used in financing activities ...... (1,090) (264) (928) (919) (767) Increase (decrease) in cash and cash equivalents ...... (194) 388 (242) (337) (100) Cash and cash equivalents at the beginning of the year/period 204 10 399 399 157 Cash and cash equivalents at the end of the year/period ..... 10 399 157 62 57

Other Financial Information

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) EBITDA(1) Super-Regional Malls Division ...... 918 1,244 1,494 713 833 Regional Malls Division ...... 53 81 79 37 49 Community Integrated Retail Division ...... 58 81 107 45 71 Specialty Retail Division ...... 49 72 93 43 49 Other(2) ...... (40) (32) (34) (22) (3) Total EBITDA(1) ...... 1,037 1,446 1,739 817 999 EBITDA margin(3) (%) Super-Regional Malls Division ...... 72% 76% 75% 77% 81% Regional Malls Division ...... 64% 75% 66% 69% 69% Community Integrated Retail Division ...... 65% 77% 72% 73% 80% Specialty Retail Division ...... 59% 73% 73% 72% 75% Company EBITDA margin ...... 68% 74% 73% 74% 79% Adjusted EBITDA (AED millions)(4) ...... ————943 Adjusted EBITDA margin (%)(5) ...... ————75%

Notes: (1) Earnings before interest, tax, depreciation and amortisation. For a reconciliation of total EBITDA to net profit, see ‘‘Selected Financial Information and Operating Data’’. (2) Other refers to Emaar Malls Group head office expenses, which are not allocated to divisions. (3) EBITDA as a percentage of total revenues. (4) For a reconciliation of Adjusted EBITDA to EBITDA, see ‘‘Selected Financial Information and Operating Data’’. (5) Adjusted EBITDA as a percentage of total revenues.

22 Certain Operating Data

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 GLA (‘000 sq ft.) of main units as at period end Super-Regional Malls Division ...... 3,526 3,560 3,549 3,545 3,551 Regional Malls Division ...... 313 312 353 368 373 Community Integrated Retail Division ...... 531 607 715 640 724 Specialty Retail Division ...... 661 679 679 677 679 Total GLA for all properties ...... 5,031 5,158 5,295 5,230 5,327 Average rent per sq ft. (AED) Super-Regional Malls Division ...... 349 432 490 463 502 Regional Malls Division ...... 275 332 330 300 354 Community Integrated Retail Division ...... 205 246 251 248 278 Specialty Retail Division ...... 187 178 190 187 194 Average rent per sq ft. for all properties ...... 316 381 419 399 430 GLA occupancy rate (%) Super-Regional Malls Division ...... 93% 92% 99% 99% 99% Regional Malls Division ...... 86% 93% 98% 98% 95% Community Integrated Retail Division ...... 68% 64% 73% 73% 81% Specialty Retail Division ...... 67% 74% 85% 83% 87% Average GLA occupancy rate for all properties ...... 86% 89% 93% 93% 95% Footfall (millions) Super-Regional Malls Division ...... 54 65 75 38 40 Regional Malls Division ...... 45633 Community Integrated Retail Division ...... 12 13 15 8 8 Specialty Retail Division ...... 66844 Total footfall for all properties ...... 76 89 104 53 56

23 RISK FACTORS Investing in and holding the Shares involves financial risk. Prospective investors in the Shares should carefully review all of the information contained in this Prospectus and should pay particular attention to the following risks associated with an investment in us and the Shares which should be considered together with all other information contained in this Prospectus. If one or more of the following risks were to arise, our business, financial condition, results of operations, prospects or the price of the Shares could be materially and adversely affected and investors could lose all or part of their 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 Shares. Additional risks and uncertainties not currently known to us or which we currently deem immaterial may arise or become material in the future and may have a material adverse effect on our business, results of operations, financial condition, prospects or the price of the Shares.

Risks Relating to Our Business and Industry All of our properties are located in Dubai, and our financial performance is almost entirely dependent upon trading at The Dubai Mall. All of our properties are located in Dubai. In addition, we generated 83%, 84%, 83% and 82% of our rental income in 2011, 2012, 2013 and the first six months of 2014, respectively, from The Dubai Mall and, as such, any event that negatively affects the occupancy rate, rental yields or the performance of The Dubai Mall would ultimately have an adverse effect on our financial performance. As a result, our results of operations are, and will continue to be, significantly affected by financial, economic and political developments in or affecting Dubai and the UAE more generally, and the impact of such developments on the demand for units in our properties, the rental rates we are able to agree with our tenants for those units and on the footfall through our properties, in each case, particularly with respect to The Dubai Mall. Poor economic conditions generally result in decreased consumer spending, and have in the past resulted, and may in the future result, in our tenants seeking to renegotiate the terms of their leases in their favour. We have in the past applied, and may elect in the future to apply, downward rent adjustments to retain and attract certain tenants and maintain occupancy levels at our properties. For example, in 2008, to retain most tenants at the Dubai Marina Mall in the aftermath of the global financial crisis that began in 2007 (the ‘‘global financial crisis’’), we adjusted their rents for an initial term of one year, or for longer terms as individually negotiated with some tenants, in line with prevailing market rates, as a result of which our rental income at this property was adversely affected. Furthermore, substantially all of the leases to which our tenants are a party include turnover provisions pursuant to which they are required to pay the higher of the base rent stipulated in their lease contract and the product of a contractually agreed percentage multiplied by their actual annual sales revenue (‘‘variable turnover rent’’). The amount by which the aggregate variable turnover rent exceeded the aggregate base rent (‘‘net turnover rent’’) contributed 8%, 14%, 14% and 9% of our total rental income in 2011, 2012, 2013 and the first six months of 2014, respectively. From 2013 onwards, variable turnover rent for a given year is also a factor in determining the effective base rent for the subsequent year. See ‘‘Glossary’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Result of Operations—Key Factors Affecting Results of Operations—Rental income and our tenants’ trading performance’’. As the amount of net turnover rent recognised is dependent upon the trading performance of our tenants, any factors that adversely affect their revenues will reduce the amount, if any, of net turnover rent that we receive.

The value and operating results of our properties is dependent in part on the economic conditions that affect the Dubai economy and the conditions in the Dubai commercial and retail real estate markets. As of 30 June 2014, our property portfolio (including the Fashion Avenue expansion) was valued at AED 39,790 million. The Dubai commercial and retail real estate markets are affected by macro-economic events that are beyond our control, including the impact of adverse changes in global and local economic conditions, real estate market conditions generally, changes in interest rates, consumer spending, inflation rates, real estate taxes and other operating expenses, and the availability and cost of financing. The global financial crisis had a material adverse effect on Dubai and, in particular, on its real estate market. Although the Dubai economy has since resumed its growth, and the Dubai commercial and retail real estate markets have experienced a strong recovery, there can be no assurance that the current economic growth or performance of the commercial and retail real estate markets in Dubai will be sustained. Consequently, there can be no assurance as to the future value of our property portfolio.

24 Our results of operations depend on tourism in Dubai. We estimate that approximately 40% of the visitors to The Dubai Mall in 2013 were tourists, including from countries such as China, Saudi Arabia, Russia and India. Accordingly, a decline in the attractiveness of The Dubai Mall, as well as certain of our other properties to international visitors, and a decline in tourism generally, would have a material adverse effect on our total footfall levels. If our footfall were to decrease significantly, our tenants’ trading performance may be adversely affected, and our occupancy rates and/or rental income could decline. Our ability to attract international visitors to our properties is subject to a number of factors, including: • the continued attractiveness of Dubai as a tourist destination; • the continued attractiveness of our properties and, in particular, of The Dubai Mall, its features and adjacent landmarks, as compared to competing destinations in Dubai, the GCC region or elsewhere in the world; • the effectiveness of our marketing campaigns and initiatives, as well as those of the Government of Dubai, targeting international visitors, including our partnerships with Emirates Airline as well as hotels in Dubai; • the levels of discretionary spending available to international visitors; • fluctuations in global exchange rates; • 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; 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. If any of these or other factors result in a significant reduction in the number of international visitors to our properties, our business, results of operations, financial condition and prospects would be materially and adversely affected.

We may be unsuccessful in executing our business strategy. The successful implementation of our strategy will entail actively managing our properties, undertaking development or asset enhancement initiatives, securing tenants for our properties, raising funds in the capital or credit markets, and the co-operation of our partners who invest with us, our tenants, and other counterparties. If we choose to develop properties on our own, or if we choose to purchase properties developed by Emaar Properties from it pursuant to the terms of the Relationship Agreement, our ability to do so will depend significantly on the ability of us or Emaar Properties, as the case may be, to complete the planned developments on time and within budget and on the availability of external financing to us or cash on hand for us to complete these developments or acquisitions. The addition of new properties to our portfolio will also increase our operating costs and we may not be able to lease out these new properties in a profitable manner. Our ability to successfully implement our strategy is also dependent on various other factors, including, but not limited to, the competition we face in our business, which may affect our ability to secure tenants on terms acceptable to us, and our ability to retain our key employees. There can be no assurance that we will be able to implement all of our business strategies as planned, and our failure to do so may materially adversely affect our business, results of operations, financial condition and prospects.

We face competition from other retail real estate assets in Dubai and elsewhere in the GCC. Our properties compete to attract tenants and visitors with other destination shopping centres located in cities across the GCC region and, in particular, Dubai. The population growth of Dubai from 1.3 million in 2005 to an estimated 2.2 million in 2013 (as estimated by the Dubai Statistics Centre), along with the growth in business and leisure travel to Dubai, contributed to the opening and announced development of a number of new shopping malls over this period, increasing competitive pressures. Any oversupply of competing shopping centres in Dubai or the GCC region (either as a result of new developments or a decrease in the number of tenants or other occupants due to a decline in economic activity) may adversely affect our rental income. Commercial mall operators compete to attract tenants based upon rental rates, operating costs, location, condition and features of the property. If competing properties have lower rents, lower operating costs,

25 more favourable locations or better facilities, our ability to attract tenants and the rental rates that we can charge for units in our properties may be adversely affected. The Dubai Mall currently serves as a prominent attraction to local shoppers and international visitors due to a number of unique or prominent features and leisure or entertainment venues (such as the Dubai Aquarium and Underwater Zoo, the Dubai Ice Rink, SEGA Republic, KidZania and others), as well as its proximity to Burj Khalifa (which is only accessible to visitors through The Dubai Mall) and the Dubai Fountain—two of Dubai’s major landmarks. However, existing competing properties in Dubai, the GCC region and globally do, and newly developed properties may in the future, offer unique or attractive features that draw visitors away from The Dubai Mall and our other properties. The ability of our properties to remain competitive and attract local shoppers and international visitors, particularly from China, Saudi Arabia, Russia and India, will also depend significantly on our continued and effective management of our properties and successful execution of our business strategies, including asset enhancement projects. While we may renovate, refurbish or expand our properties to enhance their attractiveness to visitors and remain competitive, our renovation, refurbishment or expansion plans may involve significant costs and execution risks, and ultimately may not be successful. As a result of competition from new and existing properties or other commerce channels, footfall in our properties may decline significantly, our tenants’ trading performance may be adversely affected, and our occupancy rates and/or rental income may decline, any of which could have a material adverse effect on our business, results of operations, financial condition and prospects.

The revenues from our properties depend on anchor tenants and other major retail, entertainment and leisure tenants to attract shoppers. Shopping malls are typically anchored by department stores and other large nationally and internationally recognised brands. Our anchor tenants include Galeries Lafayette, Bloomingdale’s, Level Shoe District, Paris Gallery, Kinokuniya, Waitrose, Bloomingdale’s Furniture Store, West Elm and Muji, Plug Ins Electronix and Debenhams at The Dubai Mall, and Waitrose and Reel Entertainment at the Dubai Marina Mall. Furthermore, our business depends on our relationships with major retail groups that franchise prominent or luxury brands and lease multiple units in our properties. At The Dubai Mall, the 10 largest retail groups, measured by GLA of main units leased, were Emaar Retail L.L.C., M.H. Alshaya Co, Al Tayer, Chalhoub, French Department, Landmark, Azadea, Al Fahim Enterprises, Al Futtaim and RSH Middle East, leasing in total 204 main units, amounting to 1.8 million sq ft. of GLA as at 30 June 2014 and 41% of the total rent from The Dubai Mall for the six months ended 30 June 2014. At the Dubai Marina Mall, the 10 largest retail groups (excluding leisure and entertainment), measured by GLA of main units leased, were M.H. Alshaya Co., RSH Middle East, Landmark, LIWA, Al Tayer, Jawad Outfit, Apparel L.L.C., Azadea, Chalhoub and Gourmet Gulf leasing in total 60 main units, amounting to 141 thousand sq ft. of GLA as at 30 June 2014 and 43% of total rent from the Dubai Marina Mall for the six months ended 30 June 2014. Our business and results of operations could therefore be adversely affected if an anchor tenant or any of these major retail groups fails to comply with their contractual obligations, seeks concessions in order to continue operations, or ceases or reduces their operations. In addition, anchor tenants and these retail groups often have significant bargaining power when negotiating rent and other lease terms. Should a conflict or a breakdown in commercial relations arise between us and one of our anchor tenants or retail groups, we may face delays in receiving rental payments or have difficulty in negotiating extensions to leases for many or all of the affected units. If any of the anchor tenants or retail groups that lease multiple units in our properties chooses to or is forced to close some or all of their units at the same time, we may not find suitable replacement tenants in a timely manner (or at all) and we may have to incur substantial costs towards re-fitting the affected units for suitable replacement tenants. Retail groups or our anchor tenants may also experience financial difficulties or be subject to business restructurings or reorganisations or changes in corporate strategy. Any of these factors could affect their ability or willingness to continue operations in our properties. In an effort to retain retail groups or anchor tenants, we may agree to lease adjustments, such as a decrease in rent, service charges or chilled water charges on terms that are unfavourable to us, as was the case at the Dubai Marina Mall after the global financial crisis. In addition, closures of anchor stores or of multiple stores of a large retail group may result in decreased footfall in our properties, which could lead to decreased sales at other stores in our properties, which may lead to a loss of the affected tenants. If the sales turnover of stores operating in our properties were to decline significantly due to these closures, our rental income and/or occupancy rates could decline. To the

26 extent that there is vacant space in our malls, rental rates could decline for all of our tenants, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We may be unable to lease or re-lease space in our properties on favourable terms or at all. Our results of operations depend on our ability to continue to strategically lease space in our properties, including re-leasing space in properties where leases are expiring, optimising our tenant mix and leasing properties on more economically favourable terms. As at 30 June 2014, 609 of 1,920 leases for main units in our properties were due to expire in the remainder of 2014. Leases amounting to a further 18%, 18% and 10% of our total leased GLA will expire in 2015, 2016 and 2017, respectively. None of our leases contain automatic renewal or renewal upon notice provisions. Accordingly, we must agree on the terms of a new lease with existing tenants when their leases expire to retain these tenants. In addition, if a tenant disputes a proposed increase in rent upon renewal of its lease and we are unable to find a replacement tenant, our ability to raise the rent may be constrained by the applicable statutory cap on rent increases in Dubai. Currently, the permitted rent increase is 0%, 5%, 10%, 15% or 20%. The actual percentage of the permitted rent increase is dependent on how low the existing rent of the unit is compared to the average market rent applicable to the unit as determined by the Dubai Real Estate Regulatory Agency. Although the average occupancy rate for The Dubai Mall has increased from 93% in 2011 to 99% in 2013, there can be no assurance that the demand for units in our properties will remain high. If any of our tenants chooses not to renew their leases, we may not find suitable replacement tenants and any new leases could be on terms less favourable than those contained in the expiring leases. In addition, a loss of certain tenants may adversely affect our ability to optimise the tenant mix at our properties. The occurrence of the foregoing factors could adversely affect footfall levels, rental income and/or occupancy rates at the affected properties, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our results of operations and cash flows are dependent on our tenants’ ability to meet their financial obligations. Our results of operations and cash flows are dependent on our tenants’ liquidity, solvency and financial performance and their ability to meet their financial obligations. Many of the tenants in our properties were exposed to declining consumer spending as a consequence of the global financial crisis, local economic conditions and other factors. Although consumer spending levels globally and in the UAE have recently recovered, there can be no assurance that this recovery will be sustained. Decreased consumer spending may affect our tenants’ sales and their ability to make lease payments, and result in growing delinquencies in payment of rent and other charges due from our tenants. Furthermore, many of our tenants are legal entities organised in Dubai as local franchises of international retail groups which may not have access to the same financial resources as, and could have lower credit profiles than, their respective franchisors. The bankruptcy or insolvency of one or more significant anchor tenants or large retail groups that lease multiple units in our properties, or a substantial number of smaller tenants, would materially decrease our revenues and available cash flows. Insolvent tenants may seek protection of applicable insolvency laws which could result in the early termination of their leases, resulting in decreases in our rental income. A number of companies in the retail industry have declared bankruptcy or voluntarily closed certain of their stores in recent years, and our tenants may declare bankruptcy or become insolvent in the future. In order to mitigate the risk of non-payment of rent and other associated charges, we collect PDCs from most of our tenants covering aggregate contractual base rent plus service charges, chilled water charges and a promotional and marketing contribution for the relevant unit for the term of the lease, and a security deposit equivalent to three months of contractual base rent. However, as rental payment obligations under our leases are not secured by any cash collateral other than security deposits and as we do not carry insurance against lease defaults, we remain exposed to the credit risk of each of our tenants, whose creditworthiness can decline over a short period of time. As such, adverse developments in our tenants’ financial health and credit standing may have a material adverse effect on our business, results of operations, financial condition and prospects.

Our operating expenses and maintenance capital expenditures may be higher than expected, and all of these costs may not be recoverable. We are required to incur operational and maintenance capital expenditures to maintain our properties. Our operating expenditure could increase as a result of a number of factors, including, but not limited to, an increase in subcontracted costs, labour costs, repair and maintenance costs, insurance premiums and/or

27 utility costs. Not all of these expenses are or can be passed on to our tenants. In particular, in the first six months of 2014, our cost recovery ratio (which we define as the ratio of revenue from service charges and promotional and marketing contributions paid by our tenants to the sum of our total operating expenses (less lake and fountain expenses) and sales and marketing expenses net of reversals, if any) was 69% for all of our properties. Although we usually have the contractual right to raise the chilled water charges and service charges payable by our tenants under the terms of their leases, our ability to introduce across-the-board increases is limited. In addition, if we are required to make unanticipated operational or maintenance capital expenditures that we are unable to recover from our tenants, or if we fail to make such expenditures, with the result that the value or marketability of our properties is negatively impacted, this could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are exposed to development and construction risks. We are currently in the process of expanding the Fashion Avenue district of The Dubai Mall, which is expected to add approximately 600 thousand sq ft. of GLA to The Dubai Mall and which we expect to complete by March 2016. We are also constructing Arabian Ranches II, an additional community shopping mall at the Arabian Ranches development, which is expected to have a total GLA of 130 thousand sq ft. and which we expect to complete by the end of 2014. In addition, we are finalising the extension of the Springs Village Centre, which will add approximately 245 thousand sq ft. of GLA, which is expected to be complete by the end of 2015. The successful execution of these projects is subject to risks, which include delays in construction and cost overruns whether due to variations to original design plans or for any other reason, a shortage and/or increase in the cost of construction and building materials, equipment or labour as a result of rising commodity prices or inflation or otherwise, unforeseen engineering problems, defective materials or building methods, default by or financial difficulties faced by contractors and other third-party service and goods providers, disputes between counterparties to a construction or construction-related contract, work stoppages, strikes and accidents. In addition, the expansion of the shopping area at The Dubai Mall may not be matched by a timely or sufficient development of access infrastructure or parking facilities, which may adversely affect our ability to continue to grow footfall at the mall and recoup our investment in its expansion in a timely manner. We expect to undertake additional development or expansion initiatives in our properties in the future. Any of these future development initiatives may be subject to additional risks and uncertainties, depending on the scale and complexity of the project, including: • availability of suitable land; • delays or inability to obtain all necessary zoning, land use, building, development and other required governmental and regulatory licences, permits, approvals and authorisations; • the need to make significant capital expenditures without receiving revenue from these properties until after they are completed; • possible shortage of available cash to fund construction and capital improvements and the related possibility that financing for these capital improvements may not be available on acceptable terms or at all; and • uncertainties as to market demand or a decline in market demand by tenants and consumers for the additional mall space after construction work has begun, whether resulting from a downturn in the economy, a change in the surrounding environment of the project, including the location or operation of transportation hubs or population density, or otherwise. We cannot assure you that any or all of our current or future development projects will be completed within the anticipated time frame or budget, if at all, whether as a result of the factors specified above or for any other reason. The inability to complete a major development project within the anticipated time frame and budget could have a material adverse effect on our business, results of operations, financial condition and prospects.

28 Renovation, asset enhancement works, physical damage or latent building or equipment defects to our properties may disrupt the operations of our properties and collection of rental income or otherwise adversely affect our business. The quality and design of our properties affect the demand for space in, and the rental rates of, our properties, as well as their ability to attract footfall. While our properties are relatively new and have a number of unique or prominent attractions, they will need to undergo renovation or asset enhancement works from time to time to retain their attractiveness to tenants as well as shoppers. They may also require unforeseen ad hoc maintenance or repairs in respect of faults or problems that may develop or because of new planning laws or regulations. For example, in 2011, we renovated and substantially redeveloped the Gold Souk area at The Dubai Mall to create a more accessible shopping area, improve footfall and to allocate space to Level Shoe District, which is now one of our largest anchor tenants by leased GLA, at the total cost of approximately AED 32 million. The costs of maintaining a retail property and the risk of unforeseen maintenance or repair requirements tend to increase over time as the building ages. The business and operations of our properties may suffer some disruption and we may not be able to collect the full rate of, or, as in the case of the Gold Souk, any rental income from space affected by these renovation works. Footfall may also be adversely affected by these renovation or repair works. In addition, physical damage to our properties resulting from fire or other causes, and design, construction or other latent defects in our properties may lead to additional capital expenditure, special repair or maintenance expenditure, business interruption or payment of damages or other obligations to third parties, which may in turn adversely affect our business, financial condition, results of operations and prospects.

A default by one of our contractors with respect to any liability relating to workmanship or structural defects may adversely affect our reputation. We intend to subcontract our planned expansion of The Dubai Mall and future development work on our existing properties to third-party contractors. We also subcontracted the redevelopment of the Gold Souk in 2011. The third-party contractors typically give a one-year warranty on their workmanship and remain liable for structural defects for a period of 10 years. If a contractor defaults on its warranty to correct a workmanship-related or structural defect which is discovered during the relevant period, we may be unable to replace such defaulting contractor in a timely manner or at all and may not be able to recover the cost of such repair from the defaulting contractor. If a significant number of our tenants encounter workmanship or structural defects and these are not addressed in a timely manner or at all, our reputation may be negatively affected, which may in turn materially adversely affect our business, results of operations, financial condition and prospects.

The terms of our indebtedness contain restrictions that may limit our flexibility in operating our business. On 21 May 2014, we entered into a facility agreement (the ‘‘New Facility’’) with a syndicate of banks to refinance our outstanding indebtedness under a previous facility agreement that we entered into on 7 December 2011 (the ‘‘2011 Facility’’). The terms of our New Facility contain covenants that limit our ability to engage in specified types of transactions. These include covenants that require us to, among other things, maintain certain maximum ratios of total borrowing to the value of The Dubai Mall and of total borrowings to EBITDA and a minimum ratio of EBITDA to net finance charges, as well as negative covenants that limit our ability to, among other things, incur additional financial indebtedness, guarantee or maintain guarantees in respect of the financial indebtedness of any other person, grant security or create any security interests over our assets, dispose of assets, make substantial changes to the nature of our business, enter into mergers, amalgamations and other similar transactions, acquire businesses or undertakings other than any mall or retail units or interests related thereto, make loans to third parties, pay dividends if there is a default continuing under the New Facility or if a default would result from such payment, make payments in respect of certain subordinated obligations or enter into transactions other than on arms’ length terms and for full market value. We are also required, under the terms of the New Facility, to comply with applicable laws and maintain authorisations as required by law where a failure to do so would have a material adverse effect, as well as to maintain insurances over The Dubai Mall. In addition to the covenants under the New Facility, the terms and conditions of the USD 750 million trust certificates issued on 18 June 2014 by EMG Sukuk Limited (the ‘‘Sukuk Bond’’) contain covenants limiting our ability to create or permit to subsist certain security interests, dispose of more than 50% of our total assets or, if we or the Sukuk Bond cease to have an investment grade credit rating, incur or guarantee additional financial indebtedness. Any of these covenants and restrictions, and the covenants and

29 restrictions included in the terms of any other indebtedness that we may enter into in the future, may prevent us from engaging in transactions that we may otherwise find desirable. We are currently in compliance with our obligations under the New Facility and the Sukuk Bond, and are not currently aware of any circumstances which indicate that we may breach any of these obligations in the future. However, there can be no assurance that we will continue to comply with these obligations in the future, as our ability to comply with these obligations depends on a number of factors, some of which are outside of our control. Further, there can be no assurance that, in circumstances where a breach of the relevant obligations occurs, we would be able to obtain a waiver from our lenders for such a breach, restructure or amend the terms of our financing agreements or obtain alternative financing on acceptable terms or at all. Furthermore, both the Sukuk Bond and the New Facility contain cross-default and cross- acceleration provisions. A failure to comply with the relevant obligations or to meet our debt obligations under our financing agreements may therefore result in an acceleration of our outstanding indebtedness, which would have a material adverse effect on our results of operations, financial condition and prospects.

Real estate valuation is inherently subjective and uncertain. Property assets are inherently difficult to value due to the individual nature of each property and the characteristics of the local, regional and national real estate markets, which change over time and may be affected by various factors and the valuation methods used. This uncertainty may be heightened with respect to the valuation of our assets, as the market for large retail real estate developments in Dubai is relatively illiquid, and there are few, if any, properties that are directly comparable to our unique assets. Our judgement and the judgement of the independent appraisers who perform valuations on our behalf significantly affect the determination of the market value of our properties. As a result, valuations, including those contained in this Prospectus, are dated as at a certain historic date, are subject to substantial uncertainty and are made based on assumptions which may not be correct. The Valuation Report contained in this Prospectus is based on certain material assumptions which have not been confirmed or investigated by JLL or any other third party. The assumptions are described in the Valuation Report and include, among others, assumptions relating to levels and growth rates of rents, operating expenses, tenant sales and capital expenditures over a 10-year period. JLL conducted a property-by-property valuation of our properties and development projects, and these valuations may exceed the value that could be obtained in connection with a concurrent sale of all of our properties. The Valuation Report provides a theoretical value of our properties and development projects, based on the assumptions made therein, some of which may turn out to be inaccurate. We cannot provide assurance that our properties and development projects could be sold at the respective market values set forth in the Valuation Report, if at all, or that the actual market values of our properties and development projects, whether or not equivalent to the values set forth in the Valuation Report, will not decline significantly over time due to various factors, including changing macro- and micro-economic conditions in Dubai and other factors discussed in this section.

Our properties could be exposed to catastrophic events or acts of terrorism. Our business operations could be adversely affected or disrupted by events outside of our control, including: • changes to predominant natural weather, hydrologic and climatic patterns, including sea levels; • earthquakes, tsunamis or other natural disasters; • major accidents, including chemical and radioactive or other material environmental contamination; • major epidemics affecting the health of persons in the region and travel into the region; and/or • criminal acts or acts of terrorism. The occurrence of any of these events affecting the GCC region, Dubai or, in particular, our properties may cause material disruptions to our operations, which would have a material adverse effect on our business, results of operations, financial condition and prospects. The effect of any of these events on our results of operations and financial condition may be exacerbated to the extent that any such event involves risks for which we are uninsured or not fully insured. Our properties may also be vulnerable to, and adversely affected by, acts of terrorism because of the large numbers of people they attract and the general public access provided. Furthermore, acts of terrorism in the GCC region or in Dubai could discourage consumers from shopping in public places like The Dubai Mall or the Dubai Marina Mall, which could

30 have a material adverse effect on our tenants’ sales and, in turn, on our rental income and/or occupancy rates, business, results of operations, financial condition and prospects.

We may not have adequate insurance. We maintain insurance policies where practicable, covering both our assets and employees in line with general business practices in the retail industry, with policy specifications and insured limits which we believe are reasonable. Risks which we are insured against include property damage from fire, lightning, flooding, theft and public liability. Where practicable, we also maintain certain terrorism, property damage, business interruption and general liability insurance. There are, however, certain types of losses, such as from wars, product recall, avian flu and nationalisation that generally are not insured because they are either uninsurable or not economically insurable and our properties could suffer physical damage from fire or other causes, resulting in losses (including loss of rent) that may not be fully compensated by insurance. Should an uninsured loss or a loss in excess of insured limits occur or should our insurers fail to fulfil their obligations for the sum insured, we could be required to incur unrecoverable costs to rectify the loss, pay compensation and/or lose capital invested in the affected property, as well as lose anticipated future revenue from that property. We would also remain liable for any debt or mortgage, indebtedness or other financial obligations related to the relevant property. Any such loss could adversely affect our business, results of operations, financial condition and prospects. In addition, although we seek to ensure that our properties are appropriately insured, no assurance can be given that adequate insurance coverage will be available in the future on commercially reasonable terms or at all.

We are required to comply with applicable laws and regulations and to maintain licences and permits to operate our businesses, and our failure to do so could adversely affect our results of operations and prospects. Our operation of our properties requires us to comply with numerous laws and regulations, both at the local and national level, and requires the maintenance and renewal of licences and permits to conduct our businesses in Dubai. 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 national licensing regimes, there can be no assurance that we will at all times be in compliance with all of the requirements imposed on each of our properties. Our failure to comply with applicable laws and regulations 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 our properties, could have a material adverse effect on our reputation, business and prospects.

We may incur unanticipated costs related to compliance with health and safety and environmental laws. We are required to comply with health and safety standards in accordance with applicable laws and regulations in Dubai. If we or our contractors fail to comply with the relevant standards, we may be liable for penalties and our business or reputation could be materially and adversely affected. We are also required to comply with applicable environmental laws in Dubai and to take certain steps to ensure our contractors’ compliance with these laws. While we have no reason to believe that we are not in compliance with all material environmental laws, there can be no assurance that we will not in the future be subject to potential environmental liability. If an environmental liability arises in relation to any of our properties and it is not remedied, is not capable of being remedied or is required to be remedied at our expense, this may have a material adverse effect on the relevant property and on our business, results of operations and financial condition, either because of the cost implications or because of disruption to operations at the relevant property. In addition, amendments to existing laws and regulations relating to safety standards and the environment may impose more onerous requirements on us and may necessitate further capital expenditure by us or subject us to other obligations or liabilities, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

31 Inflation may adversely affect our financial condition and results of operations. Annual consumer price inflation in the UAE was 0.9%, 0.7%, 1.1% and 1.4% in 2011, 2012, 2013 and the six months ended 30 June 2014, respectively (source: UAE National Bureau of Statistics). Should inflation increase in the future, our business, results of operations, financial condition and prospects could be adversely affected by any of the following: • decreasing tenant sales as a result of decreased consumer spending levels in our properties, which could result in our receipt of lower amounts of net turnover rent or decreased occupancy levels; • higher operating expenses, utilities costs, maintenance costs and labour costs, and an inability to receive reimbursement from our tenants for their share of the increased operating expenses in the form of service fees; and/or • difficulty in replacing or renewing expiring leases with new leases at higher rents to compensate for higher operating costs.

We rely on certain key personnel. We depend on our senior management for the implementation of our business strategy and day-to-day operations. Accordingly, we face risks related to our ability to continue to attract, retain and motivate our senior management and other skilled personnel in our company. If key personnel leave, it will take time to find appropriately qualified candidates to replace them. In addition, if we are unable to retain key members of our senior management team in particular and cannot hire new qualified personnel in a timely manner, this could have a material adverse effect on the management of our properties.

Erosion of trademarks and other intellectual property could materially adversely affect our business. We rely on brand recognition and the goodwill associated with our businesses. In particular, the names ‘‘The Dubai Mall,’’ ‘‘Dubai Marina Mall’’ and ‘‘Gold & Diamond Park’’ and associated goodwill, brand, trading names and trademarks are critical to our continued success. Substantial erosion in the value of these brands and other brands on which we rely, whether due to property-related issues, customer complaints, adverse publicity, legal action, third-party infringements or other factors, could materially adversely affect our business, results of operations, financial condition and prospects.

We are subject to third-party litigation risk by visitors, contractors and tenants of our properties which could result in significant liabilities and damage our reputation. As a landlord, owner and manager of properties, we are exposed to the risk of litigation or claims by visitors, contractors and tenants of our retail properties. Claims against us may arise for a variety of reasons, including accidents or injuries that visitors may suffer while at our properties, our tenants’ inability to enjoy the use of the properties in accordance with the terms of their lease and our failure to perform any of our obligations under any lease. Disputes may also arise in connection with construction or other contracts or agreements entered into with contractors, tenants or other third parties. If we are required to bear all or a portion of the costs arising out of litigation or dispute as a result of a lack of, or inadequate, insurance proceeds, this may have a material adverse effect on our business, results of operations, financial condition and prospects.

We outsource certain services to third-party contractors. We outsource various services to third-party contractors, including housekeeping, general building maintenance, pest control, lift and elevator maintenance, fire and smoke detection and curtain system and firefighting management, security service and waste management. The third-party contractors providing these services must be appropriately skilled to provide a high quality service and may require licences or permits to carry out these services. If our relationship with a contractor deteriorates, or if a contractor becomes insolvent or is otherwise unable to satisfy its contractual obligations, we would have to appoint new contractors, some of which may require licences or permits to work for us. There can be no assurance that a successor contractor could be found with the requisite approvals, licences, resources and willingness to perform the services for a commercially reasonable fee or at all. If this occurs, our business, results of operations, financial condition and prospects could be materially adversely affected.

32 In preparation for the Global Offering, we have implemented a number of policies, processes, systems and controls which have a limited operating history. To date, we have operated as a private company with policies, processes, systems and controls appropriate for a company of our size and which has been part of a larger corporate group. In preparation for the Global Offering, we have implemented a number of 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 results of operations, financial condition or prospects.

Future changes in the AED/USD exchange rate All of our rental income is denominated in UAE Dirhams, while our indebtedness under the New Facility and the Sukuk Bond is denominated in US dollars. Accordingly, any changes in the process for determination of the AED/USD exchange rate, whether due to changes in the economic environment in Dubai, changes in Government policy or otherwise, that cause an appreciation of the US dollar against the UAE Dirham could have a material impact on our financial results.

We engage in transactions with Emaar Properties and other related parties. Several direct or indirect subsidiaries of Emaar Properties and other related parties lease units in our properties. These related party tenants include Emaar Retail, Symphony LLC, Retail is Detail LLC, RSH Middle East LLC, At The Top LLC and Hospitality Group LLC. In addition to leasing a number of retail units in our malls, Emaar Retail, in particular, operates the Dubai Aquarium and Underwater Zoo, Dubai Ice Rink, SEGA Republic, Reel Cinemas and KidZania, which are the landmark entertainment venues and features of The Dubai Mall. In addition, a number of units in our properties are and in the future may be leased by employees of Emaar Properties or employees of other affiliated companies or the family members of such employees. Leases with Emaar Retail and other related party tenants have in the past been entered into on an arm’s length basis pursuant to market terms. However, there can be no assurance that we will be able to enter into transactions on market terms with our related parties in the future. We have also entered into a Technical Services Agreement with Emaar Properties on 13 September 2014. Nevertheless, there can be no assurance that we will be able to achieve market terms in such transactions, particularly in circumstances where no unrelated third parties are able to offer us comparable services. In the event such related party transactions shift excessive benefits to our related parties, the transactions we enter into could have a material adverse effect our business, financial condition and results of operations.

Risks Relating to the UAE and to the MENA Region Continued instability and unrest in the MENA region may adversely affect the UAE economy. Since late 2010, there have been significant civil disturbances and political turmoil affecting several countries in the MENA region, which to date have led to the collapse of the political regimes of Tunisia, Egypt and Libya. Syria is currently in a state of civil war, and there have been frequent, and in some instances still ongoing, protests in other countries in the MENA region, including strikes, demonstrations, marches and rallies, including, in particular, in Bahrain and Oman since 2011. Our operations are located entirely within the UAE, which is generally viewed as being both politically and socially stable. However, continuing instability and unrest in the MENA region may significantly affect the regional economies and the economy of the UAE and, in particular, Dubai, including both the respective financial markets and real economies. These impacts could occur through a lower flow of foreign direct investment into the region, capital outflows or increased volatility in the regional financial markets. Although the UAE has not been directly impacted by the unrest in the broader region to date, it is unclear what impact this unrest may have on the UAE in the future. Our business, financial condition and results of operations may be materially adversely affected if and to the extent this regional volatility leads to an outflow of expatriate residents or capital, a reduction in tourism to Dubai or potential instability or change of Government in the UAE.

33 Dubai and the UAE may introduce new laws and regulations that adversely affect the way in which we are able to conduct our businesses. Emerging market economies generally and the UAE in particular are characterised by less comprehensive legal and regulatory environments. However, as these economies mature, and 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. Changes in investment policies or in the prevailing political climate in the UAE could result in the introduction of changes to Government regulations with respect to: • price controls; • export and import controls; • income and other taxes; • foreign ownership restrictions; • foreign exchange and currency controls; and • labour and welfare benefit policies. For example, in 2007, the Dubai, Sharjah and Ajman governments passed laws restricting the ability of landlords to increase commercial rents and, in 2008, the Oman government followed suit. Furthermore, Dubai’s legal system for addressing rent disputes is new and largely untested. Any rent disputes in Dubai are, in the first instance, referred to the Rental Dispute Settlement Centre, which began to operate in November 2013. We may therefore face greater uncertainty of outcomes of any rent disputes with our tenants than we would if we operated in jurisdictions with more developed judicial processes. There can be no assurance 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.

Risks Relating to the Global Offering and to the Shares After the Global Offering, certain shareholders will continue to be able to exercise significant influence over us, our management and our operations. As at the date of this Prospectus, the Selling Shareholders hold 100% of our issued share capital. Immediately following the Global Offering, the Selling Shareholders will hold 84.6% of our share capital. As a result, the Selling Shareholders 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 and the appointment of the majority of the Directors to our Board of Directors and other matters. There can be no assurance that the interests of the Selling Shareholders will coincide with the interests of purchasers of the Shares. See ‘‘Subscription and Sale’’ and ‘‘Principal and Selling Shareholders’’. Furthermore, the Selling Shareholders’ significant Share ownership may: (i) delay or deter a change of control of the Company (including deterring a third party from making a takeover offer for the Company); (ii) deprive shareholders of an opportunity to receive a premium for their Shares as part of a sale of the Company; and (iii) affect the liquidity of the Shares, each of which could have a material adverse effect on the market price of the Shares. In addition, Emaar Properties, which will remain our controlling shareholder following the completion of the Global Offering, is engaged in the investment in, and the development and management of, among other things, a large portfolio of properties, including retail properties. As a result, there may be circumstances where our investments compete directly with the other retail properties that Emaar Properties operates (by itself or with a joint venture partner), and it may take decisions with respect to those properties that are adverse to the interests of our other shareholders.

Substantial sales of Shares by the Selling Shareholders could depress the price of the Shares. Sales of a substantial number of Shares by the Selling Shareholders following the completion of the Global Offering may significantly reduce our share price. The Selling Shareholders have agreed in the Underwriting Agreement to certain restrictions on its ability to sell, transfer and otherwise deal in its Shares for a period of 180 days from the Closing Date, except in certain limited circumstances, unless otherwise consented to by the Joint Global Coordinators (such consent not to be unreasonably withheld or delayed). Nevertheless, we are unable to predict whether substantial amounts of Shares (in addition to

34 those which will be available in the Offer) will be sold in the open market following the completion of the Offer. Any sales of substantial amounts of Shares in the public market, or the perception that such sales might occur, could materially and adversely affect the market price of the Shares.

The Global Offering may not result in an active or liquid market for the Shares. Prior to the Global Offering, there has been no public trading market for the Shares. We cannot guarantee that an active trading market will develop or be sustained following the completion of the Global Offering, or that the market price of the Shares will not decline thereafter below the Offer Price. The trading price of the Shares may be subject to wide fluctuations in response to many factors, as well as stock market fluctuations and general economic conditions or changes in political sentiment that may adversely affect the market price of the Shares, regardless of our actual performance or conditions in Dubai.

We may not pay cash dividends on the Shares. Consequently, you may not receive any return on investment unless you sell your Shares for a price greater than that which you paid for them. While we intend to pay dividends in respect of the Shares, there can be no assurance that we will do so. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, applicable law and regulations, our results of operations, financial condition, cash requirements, contractual restrictions (including, in particular, those contained in the New Facility), our future projects and plans and other factors that our Board of Directors may deem relevant. As a result, you may not receive any return on an investment in the Shares unless you sell your Shares for a price greater than that which you paid for them.

The DFM is significantly smaller in size than other established securities markets and there can be no assurance that a liquid market in the Shares will develop. The Company has applied for the Shares to be admitted to the Official List of Securities of the DFM. The DFM has been open for trading since September 2005, 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. Currently, there are 55 companies with securities traded on the DFM, which had a total trading volume of AED 161 billion in 2013. The market capitalisation on the DFM as at 30 June 2014 was approximately AED 293 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 Shares and impair the ability of a holder of Shares to sell any Shares on the DFM in the desired amount and at the price and time achievable in more liquid 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 our directors and officers reside outside the United States and the United Kingdom. In addition, all of our assets and the majority of the assets of our directors and senior management are located outside the United States and the United Kingdom. As a result, it may not be possible for US investors to effect service of process within the United States or the United Kingdom upon the Company or our directors and senior management or to enforce in the US courts or outside the United States judgments obtained against them in US courts or in courts outside the United States, including judgments predicated upon the civil liability provisions of the US federal securities laws or the securities laws of any state or territory within the United States. There is also doubt as to the enforceability in England and Wales and in the UAE, whether by original actions or by seeking to enforce judgments of US courts, of claims based on the federal securities laws of the United States. In addition, punitive damages in actions brought in the United States or elsewhere may be unenforceable in England and Wales and in the UAE.

Holders of the Shares in certain jurisdictions, including the United States, 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, Admission, holders of the Shares generally have the right to subscribe and pay for a sufficient number of

35 our ordinary shares to maintain their relative ownership percentages prior to the issuance of any new ordinary shares in exchange for cash consideration. US holders of the Shares may not be able to exercise their pre-emptive rights unless a registration statement under the Securities Act is effective with respect to such rights and the related ordinary shares or an exemption from the registration requirements of the Securities Act is available. Similar restrictions exist in certain other jurisdictions. We currently do not intend to register the Shares under the Securities Act or the laws of any other jurisdiction, and no assurance can be given that an exemption from such registration requirements will be available to enable US or other holders of the Shares to exercise their pre-emptive rights or, if available, that we will utilise such exemption. To the extent that the US or other holders of the Shares are not able to exercise their pre-emptive rights, the pre-emptive rights would lapse and the proportional interests of such US or other holders would be reduced.

36 USE OF PROCEEDS The Company will not receive any proceeds from the Global Offering. The net proceeds from the Global Offering total approximately AED million (after the deduction of the underwriting commissions and discretionary fee paid, of AED million), all of which will be received by the Selling Shareholders. The Global Offering is being conducted, among other reasons, to allow the Selling Shareholders to sell part of their shareholding, while providing increased trading liquidity in the Shares and raising our international profile. All expenses of the Global Offering will be borne by the Selling Shareholders.

37 DIVIDEND POLICY Our ability to pay dividends is dependent on a number of factors, including the availability of distributable reserves and our capital expenditure plans and other cash requirements in future periods, and there is no assurance that we will pay dividends or, if a dividend is paid, what the amount of such dividend will be. See ‘‘Risk Factors—Risks relating to the Global Offering and to the Shares—We may not pay cash dividends on the Shares. Consequently, you may not receive any return on investment unless you sell your Shares for a price greater than that which you paid for them’’. Subject to the foregoing, we anticipate distributing 50% to 70% of our funds from operations (i.e., EBITDA less net interest expense) in the form of dividends to shareholders, following consideration by the Company’s Board of Directors of the cash management requirements with regards to operating expenses, including interest for the year ahead and planned development capital expenditure. In addition, the board would also consider market conditions, the then current operating environment and its outlook for the business. Any level or payment of dividends depends on future profits and the business plan of the Company, amongst other factors, at the discretion of the board.

38 CAPITALISATION The following table sets forth our cash and cash equivalents, current loans and borrowings and total capitalisation as of 30 June 2014. You should read this table together with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and the Historical Financial Information contained elsewhere herein.

As at 30 June 2014 AED ‘000 Cash and cash equivalents ...... 56,721 Current loans and borrowings ...... — Non-current loans and borrowings(1) ...... 6,364,104 Equity: Share capital ...... 300 Proposed increase in share capital(2) ...... 13,014,000 Statutory reserve ...... 150 Retained earnings ...... 855,768 Hedging reserve ...... (7,383) Total equity ...... 13,862,835 Total capitalisation(3) ...... 20,226,939

Notes: (1) On 2 September 2014, we drew down an additional AED 918 million under the New Facility and used the proceeds, together with available cash, to repay in full the outstanding balance of AED 972 million of the Shareholder Loan on 3 September 2014. (2) In the six months ended 30 June 2014, we proposed to issue additional shares to existing shareholders against transfer of titles of plots of land related to The Dubai Mall, the Dubai Marina Mall and Souk Al Bahar. On 20 July 2014, we registered the increase in share capital with Government authorities amounting to AED 13,014 million, consisting of 13,014,000 shares of AED 1,000 each through an addendum to the Company’s Memorandum of Association. See ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments’’. (3) Total capitalisation is the sum of non-current loans and borrowings and total equity.

39 SELECTED FINANCIAL INFORMATION AND OPERATING DATA The selected financial information set forth below shows our historical financial information and other unaudited operating information as at and for the years ended 31 December 2011, 2012 and 2013 and as of 30 June 2014 and for the six-month periods ended 30 June 2013 and 2014. Historical Financial Information for the six-month period ended 30 June 2013 is unaudited. The financial information set forth below under the captions ‘‘Income Statement Data’’, ‘‘Statement of Financial Position Data’’ and ‘‘Statement of Cash Flows Data’’ has been derived from, and should be read in conjunction with, the Historical Financial Information included elsewhere in this Prospectus. EBITDA, Adjusted EBITDA, EBITDA margin and Adjusted EBITDA margin are non-IFRS measures and were calculated by us based on data derived from our Historical Financial Information. The selected financial information and operating data presented below should be read in conjunction with ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’.

Income Statement Data

Six months Year ended 31 December ended 30 June 2011 2012 2013 2013 2014 (AED millions) Revenue Rental income ...... 1,521 1,944 2,386 1,106 1,250 Other income ...... 4 5 10 3 8 Total revenue ...... 1,525 1,950 2,395 1,109 1,258 Expenses Other operating expenses ...... 354 362 437 199 180 Sales and marketing expenses ...... 25 39 64 17 17 Depreciation of property, plant and equipment ...... 19 17 58 23 37 Depreciation of investment properties ...... 297 297 249 119 126 General and administrative expenses ...... 108 102 155 75 63 Finance costs ...... 458 401 333 177 218 Total expenses ...... 1,261 1,219 1,296 611 641 Profit for the year/period ...... 263 731 1,099 498 617

40 Statement of Financial Position Data

31 December 30 June 2011 2012 2013 2014 (AED millions) Non-current assets Property, plant and equipment ...... 231 424 303 313 Investment properties ...... 7,353 7,255 7,330 20,363 Investment in subsidiaries ...... 0.4 0.4 0.4 — Total non-current assets ...... 7,584 7,680 7,633 20,677 Current assets Inventories ...... 7 9 15 15 Trade receivables ...... 233 238 194 94 Advances and prepayments ...... 21 44 35 46 Due from related parties ...... 128 121 172 220 Bank balances and cash ...... 33 670 1,363 1,483 Total current assets ...... 422 1,083 1,778 1,857 Total Assets ...... 8,006 8,763 9,412 22,534 Equity Share capital ...... 0.3 0.3 0.3 0.3 Proposed share capital increase(1) ...... ———13,014 Statutory reserve ...... 0.15 0.15 0.15 0.15 Retained earnings ...... 1,163 1,894 2,993 856 Hedging reserve ...... — (45) (35) (7) Total Equity ...... 1,164 1,849 2,959 13,863 Non-current liabilities Employees’ end of service benefits ...... 7 8 11 13 Islamic finance facility—long term portion ...... 722 3,443 3,275 3,631 Sukuk ...... ———2,733 Due to related parties ...... 5,243 2,330 1,826 — Retentions payable after 12 months ...... ——— 4 Total non-current liabilities ...... 5,973 5,781 5,112 6,381 Current liabilities Due to related parties ...... ———1,119 Islamic finance facility—short term portion ...... — 90 180 — Accounts payable and accruals ...... 192 277 336 290 Advances and security deposits ...... 333 395 449 469 Retentions payable within 12 months ...... ——— 3 Deferred income ...... 346 371 376 408 Total current liabilities ...... 870 1,132 1,341 2,290 Total Liabilities ...... 6,843 6,913 6,453 8,671 Total Equity and Liabilities ...... 8,006 8,763 9,412 22,534

Note: (1) In the six months ended 30 June 2014, we proposed to issue additional shares to existing shareholders against transfer of titles of plots of land related to The Dubai Mall, the Dubai Marina Mall and Souk Al Bahar. On 20 July 2014, we registered the increase in share capital with Government authorities amounting to AED 13,014 million, consisting of 13,014,000 shares of AED 1,000 each through an addendum to the Company’s Memorandum of Association. See ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments’’.

41 Statement of Cash Flows Data

Other Financial Information

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 EBITDA(2) (AED millions) Super-Regional Malls Division ...... 918 1,244 1,494 713 833 Regional Malls Division ...... 53 81 79 37 49 Community Integrated Retail Division ...... 58 81 107 45 71 Specialty Retail Division ...... 49 72 93 43 49 Others(1) ...... (40) (32) (34) (22) (3) Total EBITDA(2) ...... 1,037 1,446 1,739 817 999 EBITDA margin(3) (%) Super-Regional Malls Division ...... 72% 76% 75% 77% 81% Regional Malls Division ...... 64% 75% 66% 69% 69% Community Integrated Retail Division ...... 65% 77% 72% 73% 80% Specialty Retail Division ...... 59% 73% 73% 72% 75% Company EBITDA margin ...... 68% 74% 73% 74% 79% Adjusted EBITDA (AED millions)(4) ...... ————943 Adjusted EBITDA margin (%)(5) ...... ————75%

Notes: (1) Others refers to Emaar Malls Group head office expenses, which are not allocated to the divisions. (2) Earnings before interest, tax, depreciation and amortisation. The table below sets forth a reconciliation of total EBITDA to net profit:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Net profit ...... 263 731 1,099 498 617 Add: Finance costs ...... 458 401 333 177 218 Depreciation of property, plant and equipment ...... 19 17 58 23 37 Depreciation of investment properties ...... 297 297 249 119 126 EBITDA ...... 1,037 1,446 1,739 817 999

(3) EBITDA as a percentage of total revenues.

42 (4) The table below sets forth a reconciliation of Adjusted EBITDA to EBITDA for the six months ended 30 June 2014:

EBITDA ...... 999 Less: Write back of accruals for operating and general and administrative expenses ...... 45 Bad debt provision written back ...... 10 Adjusted EBITDA ...... 943 (5) Adjusted EBITDA as a percentage of total revenues.

Certain Operating Data

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 GLA (‘000 sq ft.) as at period end Super-Regional Malls Division ...... 3,526 3,560 3,549 3,545 3,551 Regional Malls Division ...... 313 312 353 368 373 Community Integrated Retail Division ...... 531 607 715 640 724 Specialty Retail Division ...... 661 679 679 677 679 Total GLA for all properties ...... 5,031 5,158 5,295 5,230 5,327 Average rent per sq ft. (AED) Super-Regional Malls Division ...... 349 432 490 463 502 Regional Malls Division ...... 275 332 330 300 354 Community Integrated Retail Division ...... 205 246 251 248 278 Specialty Retail Division ...... 187 178 190 187 194 Average rent per sq ft. for all properties ...... 316 381 419 399 430 GLA occupancy rate (%) Super-Regional Malls Division ...... 93% 92% 99% 99% 99% Regional Malls Division ...... 86% 93% 98% 98% 95% Community Integrated Retail Division ...... 68% 64% 73% 73% 81% Specialty Retail Division ...... 67% 74% 85% 83% 87% Average GLA occupancy rate for all properties ...... 86% 89% 93% 93% 95% Footfall (millions) Super-Regional Malls Division ...... 54 65 75 38 40 Regional Malls Division ...... 45633 Community Integrated Retail Division ...... 12 13 15 8 8 Specialty Retail Division ...... 66844 Total footfall for all properties ...... 76 89 104 53 56

43 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations as of and for the years ended 31 December 2011, 2012 and 2013, and as of 30 June 2014 and for the six-month periods ended 30 June 2013 and 2014, should be read in conjunction with the Historical Financial Information and the information relating to our business included elsewhere in this Prospectus. Selected financial information in this section has been derived from the Historical Financial Information, in each case without material adjustment, unless otherwise stated. Investors should read the whole of this Prospectus and not just rely upon summarised information. The discussion includes forward-looking statements that reflect the current view of our management and involves risks and uncertainties. See ‘‘Risk Factors’’ and ‘‘Forward-Looking Statements’’ for a discussion of important factors that could cause our actual results to differ materially from the forward-looking statements contained herein.

Overview We are the leading owner and operator of shopping malls in Dubai, UAE. Our portfolio of properties comprises four shopping malls and 30 community shopping centres and other retail properties, which together had a total GLA of approximately 5.9 million sq ft. and a GLA occupancy rate of 93% in 2013, and attracted approximately 104 million visitors in 2013. In 2013 and the first six months of 2014, we had revenue of AED 2,395 million and AED 1,258 million, respectively, and EBITDA of AED 1,739 million and AED 999 million, respectively. According to JLL, the Market Value of our properties (including the Fashion Avenue expansion) was AED 39,790 million as at 30 June 2014. See ‘‘Annex A: JLL Valuation Report’’. We manage and operate our business principally through four divisions: Super-Regional Malls, Regional Malls, Community Integrated Retail and Specialty Retail. • The Super-Regional Malls division. This division comprises The Dubai Mall, and accounted for 83% and 82% of our rental income in 2013 and the first six months of 2014, respectively. The Dubai Mall is a regional and global retail and fashion destination, comprising more than 1,000 main units. In 2013, The Dubai Mall accounted for approximately 50% by value of all luxury goods sold in Dubai. It is the largest shopping mall in the world by total built-up area (approximately 12.1 million sq ft.), the sixth largest in the world by GLA (approximately 3.7 million sq ft.) and in the first six months of 2014 had a GLA occupancy rate of 99%. The Dubai Mall has had the highest footfall among malls worldwide for three consecutive years, attracting 75 million visitors in 2013 and 40 million in the six months ended 30 June 2014. • The Regional Malls division. This division comprises the Dubai Marina Mall and accounted for 5% and 6% of our rental income in 2013 and the first six months of 2014, respectively. The Dubai Marina Mall is a fully integrated community retail, leisure and entertainment development, comprising 147 main units, a total GLA of 426 thousand sq ft. (including Pier 7) and in the first six months of 2014 had a GLA occupancy rate of 95% and attracted more than 3 million visitors. • The Community Integrated Retail division. This division comprises 30 community shopping centres and other retail space in various residential communities developed by Emaar Properties, and accounted for 6% and 7% of our rental income in 2013 and the first six months of 2014, respectively. The principal properties included within this division are the Downtown Dubai retail development, the Dubai Marina retail development and shopping centres in other Emaar residential communities, such as Arabian Ranches and The Greens. In the aggregate, our community integrated retail properties have approximately 350 retail units including 162 food and beverage outlets, a total GLA of approximately 971 thousand sq ft. and in the first six months of 2014 had a GLA occupancy rate of 81% and attracted 8 million visitors. • The Specialty Retail division. This division comprises Souk Al Bahar and the Gold & Diamond Park, and accounted for 5% of our rental income in 2013 and in the first six months of 2014. Souk Al Bahar is an Arabesque shopping, entertainment and fully licensed dining destination located next to The Dubai Mall. Souk Al Bahar has a total of 77 main units, including 31 food and beverage outlets and 46 retail stores, a total GLA of approximately 210 thousand sq ft., and in the first six months of 2014 had a GLA occupancy rate of 99% and attracted more than 3 million visitors. The Gold & Diamond Park is one of Dubai’s leading destinations for gold and diamond jewellery. The Gold & Diamond Park has

44 a total of approximately 450 main units, including 104 manufacturing spaces, 93 retail outlets and 201 offices, and a total GLA of approximately 530 thousand sq ft., and in the first six months of 2014 had a GLA occupancy rate of 85% and attracted approximately 1 million visitors.

Key Factors Affecting Results of Operations Our results of operations are affected by a variety of factors. Set out below is a discussion of the most significant factors that have affected our results in the periods under review and which we expect may affect our financial results in the future. Factors other than those set forth below could also have a significant impact on our results of operations and financial condition.

Macroeconomic conditions and the state of the Dubai commercial and retail real estate markets All of our malls are located in Dubai. As a result, our results of operations are, and will continue to be, significantly affected by financial, economic and political developments in or affecting Dubai and the UAE more generally, and, in particular, the impact of such developments on the demand for units in our malls and the rental rates we are able to agree with our tenants. Poor economic conditions generally result in decreased consumer spending, and have in the past resulted, and may in the future result, in our tenants seeking to renegotiate the terms of their leases. We have in the past applied, and may elect in the future to apply, rent adjustments to retain and/or attract certain tenants and maintain occupancy levels at our properties. For example, in 2008, to retain most tenants at the Dubai Marina Mall in the aftermath of the global financial crisis, we adjusted their rents in line with prevailing market rates, as a result of which our rental income at this property was adversely affected. However, during the periods under review, economic growth and improvements in consumer spending in Dubai have resulted in increasing rental rates in the Dubai commercial and retail real estate markets and in our malls. The stronger economic environment in which we are now operating, together with the growing demand for space in our properties (and, in particular, in The Dubai Mall), has contributed to an increase in the average rent per square foot in our properties from AED 316 in 2011, to AED 381 in 2012 and AED 419 in 2013, amounting to a CAGR of 15%, and to AED 430 in the six months ended 30 June 2014. In particular, at The Dubai Mall, average rent per square foot increased from AED 349 in 2011 to AED 432 and AED 490 in 2012 and 2013, respectively, and AED 502 in the six months ended 30 June 2014. These increases in average rent per square foot have contributed to the growth in our rental income during the periods under review.

Our tenants’ trading performance and variable turnover rent Our lease agreements for tenants occupying main units typically require the payment of base rent (i.e., either contractual base rent or effective base rent, whichever applies, as described below), variable turnover rent, service charges, chilled water charges, a promotional and marketing contribution and certain other rental charges. • Contractual base rent is the contractually agreed annual base rent for a unit. Contractual base rent is generally determined based on (i) the location and prominence of the unit, (ii) the use of the unit, (iii) the size of the unit, (iv) the profit margin of the tenant, retail category, market rates, brand power and the tenant’s investment, and (v) the ratio of the tenant’s sales to its total rent. All of our leases provide for an annual escalation of contractual base rent by a fixed percentage each lease year. The specific percentage of annual escalation is negotiated individually with each tenant, and is subject to the prevailing market conditions at the time the lease is concluded and the duration of the lease. For example, the three- to five-year leases in The Dubai Mall that have been executed since 2011 typically provide for annual increases in the contractual base rent of at least 7%. These escalation clauses, together with the mix of tenors of leases in our properties, help to ensure that contractual base rent provides a predictable and growing source of revenue in the near to medium term. • Effective base rent is determined at the end of each year of the lease and applies for the subsequent year. It is set at the higher of (1) 50% to 90% of the variable turnover rent for the lease year then ending and (2) the contractual base rent for the subsequent lease year. We began to introduce effective base rent provisions into our leases with effect from 2013, as leases came up for renewal. As this contractual provision has only taken effect recently, it has had a negligible impact on our rental income in the periods under review, but may be of increasing importance in the future, as we continue to incorporate this provision into more of our leases as they come up for renewal. • Variable turnover rent is the product of the contractually agreed percentage set out in a particular lease multiplied by the relevant tenant’s actual annual sales revenue. The percentage that determines the

45 amount of variable turnover rent ranges from zero to 35%, depending on the retail category of the tenant, the mall in which the unit is to be leased and other considerations. We are entitled to collect the excess of variable turnover rent over base rent from a tenant before the year-end and as soon as, and if, the amount of the relevant tenant’s accrued variable turnover rent exceeds its base rent (i.e., contractual base rent or effective base rent, whichever applies). • Service charges comprise a contractually determined contribution paid by the tenant towards the operating expenses of the property in which its unit is located. • Chilled water charges comprise a charge for the use of chilled water by our tenants, which is calculated with reference to the square footage leased in the particular unit. • Promotional and marketing contributions are charges assessed to cover the promotional and marketing activities that we undertake in respect of our properties, such as newspaper and magazine advertisements and special in-property events. Prior to 2012, these were paid on a one-off basis at the inception of a tenant’s lease term. Since 2012, these charges have been assessed annually at a standard rate of 2.5% of each tenant’s contractual base rent for the relevant period. • Other rental charges include payment of store design fit-out fees, late opening penalties, interest charges on deferred payments and certain administration charges. Solely for illustrative purposes, the table below presents an example showing the escalation of contractual base rent, the calculation of variable turnover rent and the amount payable by a tenant both under the newer leases that incorporate the effective base rent provisions and the older leases that do not. For this example, we have assumed that a tenant has a five-year lease with a 7% annual escalation of contractual base rent, and that 15% of this tenant’s annual gross sales is used to determine variable turnover rent.

Year 1 Year 2 Year 3 Year 4 Year 5 Tenant sales ...... 800 1,000 1,200 480 400 Contractual base rent ...... 100 107 114 123 131 Variable turnover rent(1) ...... 120 150 180 72 60 Amount payable without effective base rent provision(2)(3) ...... 120 150 180 123 131 Effective base rent(4) ...... N/A 108 135 162 131 Amount payable with effective base rent provision(5)(3) ...... 120 150 180 162 131

Notes: (1) Assumes 15% of the tenant’s sales. (2) The higher of (i) contractual base rent and (ii) variable turnover rent. (3) Amounts exclude service charges, chilled water charges, promotional and marketing contributions, and other rental charges. (4) The higher of (i) 50% to 90% of the variable turnover rent for the lease year then ending and (ii) the contractual base rent for the subsequent lease year. Set for each year following the first year of the lease. (5) The higher of (i) the effective base rent or, in year 1 only, contractual base rent and (ii) variable turnover rent. For financial reporting purposes, we account for the foregoing rents and charges either as a component of rental income or operating expense (as discussed below under ‘‘—Cost recovery through rental charges’’ ). Rental income comprises (i) total rent and (ii) other rental income. • Total rent comprises base rent (i.e., either contractual base rent or effective base rent, whichever applies), net turnover rent (which is the amount by which aggregate variable turnover rent exceeds aggregate base rent for the relevant period), services charges, and promotional and marketing contributions. • Other rental income is derived primarily from the payment of store design fit-out fees, late opening penalties, interest charges on deferred payments and certain administration charges, and income from the leasing of storage units and terraces, specialty leasing and multimedia sales.

46 As shown in the table below, each of these elements of our rental income has increased during the periods under review:

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Base rent ...... 1,083 1,194 1,441 693 812 Net turnover rent(1) ...... 116 280 339 124 114 Service charges ...... 155 193 230 114 123 Promotional and marketing contribution ...... 1 7 29 12 18 Total rent ...... 1,356 1,674 2,040 943 1,067 Other rental income ...... 165 270 348 163 183 Rental income ...... 1,521 1,944 2,386 1,106 1,250

Note: (1) The amount by which the aggregate variable turnover rent exceeded the aggregate base rent for the relevant period. During the periods under review, the improving sales performance of our tenants resulted in an increase in the contribution of net turnover rent to our rental income and an improvement in our occupancy cost ratio, as shown in the table below:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 Net turnover rent (AED millions) ...... 116 280 339 124 114 Ratio of net turnover rent to total rental income (%) ...... 8 14 14 11 9 Occupancy cost ratio(1) (%) ...... 14 14 13 11 11

Note: (1) Ratio of main unit rental income to tenant sales. The table below sets out the future minimum payments receivable from our tenants under our leases (which are collected from tenants as PDCs) in respect of contractual base rent, which have been contracted for but not recognised as receivables as at 30 June 2014:

Within 1 year From 1 up to 5 years More than 5 years (AED millions) Future minimum lease payments ...... 1,319 2,320 212

Cost recovery through rental charges We use the service charges and promotional and marketing contributions assessed in our lease contracts to recover a portion of our operating expenses and sales and marketing expenses, respectively. Chilled water charges represent pass-through chilled water costs allocated among tenants, and, as such, are not accounted for as part of our rental income, but, instead, are offset from the total chilled water cost we incur, with the net chilled water costs included in our total operating expenses. We are able to raise service charges payable by our tenants under the terms of their leases and have done so during the periods under review. For example, at The Dubai Mall, service charges for most of our tenants increased from AED 45 per sq ft. in 2011 to AED 51 per sq ft. with effect from 1 April 2012, to AED 56 per sq ft. with effect from 1 October 2012, and to AED 59 per sq ft. with effect from 15 April 2014. However, the service charges that we assess do not fully cover the associated costs, and our ability to increase service charges to the levels that would be required to do so remains constrained by market considerations. Accordingly, we only recover a portion of the operating expenses through service charges. The ratio of revenue from service charges and promotional and marketing contributions paid by our tenants to the sum of our total operating expenses (less lake and fountain expenses) and sales and marketing expenses, net of reversals, if any (‘‘cost recovery ratio’’), during the periods under review increased from 48% in 2011, to 56% in 2012, 57% in 2013 and 69% in the six months ended 30 June 2014.

47 Promotional and marketing contributions have become increasingly important to our ability to recover our operating costs. Since we began to assess these charges in 2012 on an annual basis as a percentage of contractual base rent, revenue from promotional and marketing contributions has increased substantially and contributed to the improvements in our cost recovery ratios.

Tenant mix One of the factors affecting the aggregate trading performance of our tenants, which in turn affects our variable turnover rent, is our tenant mix. At The Dubai Mall, we classify our retail tenants into the following five market segments according to their product offering: Apparel & Accessories, Fashion Avenue, High End Jewellery & Watches, Food & Beverage and Others. As illustrated by the table below, our tenants at The Dubai Mall have experienced significant sales growth, with tenant sales increasing from AED 8,847 million in 2011 to AED 13,983 million in 2013, reflecting a CAGR over this period of 26%. This trend has continued in the first six months of 2014, as set out in the table below.

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) The Dubai Mall tenant sales Apparel & Accessories ...... 2,018 2,503 3,351 1,747 2,036 Fashion Avenue ...... 1,820 2,260 2,557 1,396 1,582 High End Jewellery & Watches ...... 1,094 1,429 2,028 1,082 1,373 Food & Beverage ...... 927 1,126 1,173 593 727 Others ...... 2,989 3,612 4,874 2,480 2,886 Total tenant sales at The Dubai Mall ...... 8,847 10,929 13,983 7,298 8,604

This growth has been driven in particular by luxury goods sales in the Apparel & Accessories, Fashion Avenue and High End Jewellery & Watches categories, which experienced CAGRs of 29%, 19% and 36%, respectively, from 2011 to 2013. We believe that the current expansion of Fashion Avenue at The Dubai Mall, which is expected to add a further 600 thousand sq ft. of GLA and can accommodate more than 200 new stores for some of the world’s top luxury brands, will allow us to continue to capitalise on the growing global demand for luxury goods and apparel and The Dubai Mall’s position in luxury retail within Dubai, with the mall accounting for approximately 50% by value of all luxury goods sold in Dubai in 2013. See ‘‘Business—Our Operating Divisions—The Super Regional Malls division—The Dubai Mall—Development, Construction and Expansion Plans’’. At the Dubai Marina Mall, the market categories of tenants are: Apparel & Accessories, Anchor Tenants, Food & Beverage, Jewellery and Other. The tenants at the Dubai Marina Mall have also experienced significant sales growth during the periods under review, with sales increasing from AED 441 million in 2011 to AED 714 million in 2013, reflecting a CAGR over this period of 27%.

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Dubai Marina Mall tenant sales Anchor Tenants ...... 148 164 176 89 92 Jewellery ...... 16 20 23 13 14 Food & Beverage ...... 47 77 100 38 72 Other ...... 230 342 415 228 252 Total tenant sales at Dubai Marina Mall ...... 441 603 714 369 430

Unlike at The Dubai Mall, the growth of tenant sales at the Dubai Marina Mall has been driven principally by the Food & Beverage category, due to its focus on shoppers from the local community, as well as the Other category (which includes line shops such as health and beauty shops, pharmacies, banks and service providers, as well as uncategorised line shops), which experienced CAGRs of 47% and 34%, respectively, from 2011 to 2013.

48 Tenant mix also affects the composition of rent that we collect, as the tenant sales per square foot of store space can vary widely between retail categories. For tenants in the best-performing categories in terms of sales per square foot, net turnover rent will generally comprise a greater percentage of their total rent. For these categories of tenants, our total rent is correspondingly more dependent on their sales performance and therefore potentially subject to greater volatility if their sales performance declines. During the periods under review, at The Dubai Mall, the strong and fast-growing sales performance of our tenants in the Fashion Avenue and the High End Jewellery & Watches categories resulted in both the highest relative contribution of net turnover rent to total rent, as well as the highest average rent per square foot for tenants in these two retail categories, as illustrated in the table below.

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 Apparel & Accessories Base rent as % of total rent ...... 84 75 75 76 78 Net turnover rent as % of total rent ...... 10 10 11 13 11 Other rental charges as % of total rent ...... 7 15 13 11 11 Average rent for the category (AED/sq ft.) ...... 383 456 550 552 587 Fashion Avenue Base rent as % of total rent ...... 71 57 55 57 74 Net turnover rent as % of total rent ...... 22 37 39 37 19 Other rental charges as % of total rent ...... 76667 Average rent for the category (AED/sq ft.) ...... 584 882 1,100 1,050 973 High End Jewellery & Watches Base rent as % of total rent ...... 52 49 56 74 90 Net turnover rent as % of total rent ...... 44 47 40 21 5 Other rental charges as % of total rent ...... 44455 Average rent for the category (AED/sq ft.) ...... 1,008 1,444 1,926 1,402 1,501 Food & Beverage Base rent as % of total rent ...... 88 82 80 78 75 Net turnover rent as % of total rent ...... 4991114 Other rental charges as % of total rent ...... 8 9 11 10 10 Average rent for the category (AED/sq ft.) ...... 463 556 609 660 692 Other Base rent as % of total rent ...... 81 74 73 75 73 Net turnover rent as % of total rent ...... 4 8 10 6 11 Other rental charges as % of total rent ...... 86 86 93 18 17 Average rent for the category (AED/sq ft.) ...... 205 237 289 271 314

Occupancy rates The occupancy levels of our properties directly affect our rental income. Our ability to find tenants for our properties is influenced by macroeconomic factors, including the balance of supply and demand in the Dubai retail real estate market, the competitiveness of the rental rates and operating costs, location, condition and features of our properties as compared to competing properties in Dubai, the level of footfall that our properties are able to attract, as well as the attractiveness of Dubai to global retail brands. Over the periods under review, GLA occupancy rates (which we define as the GLA of main units that are occupied by tenants and in respect of which rent is being paid divided by total available GLA for main

49 units for the relevant period) for our properties in each of our divisions has increased, as summarised in the table below:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 (%) GLA occupancy rate Super-Regional Malls ...... 93 92 99 99 99 Regional Malls ...... 86 93 98 98 95 Community Integrated Retail ...... 68 64 73 73 81 Specialty Retail ...... 67 74 85 83 87 GLA occupancy rate for all divisions ...... 86 89 93 93 95 The increases in GLA occupancy rates during the periods under review were generally attributable to improving market conditions and growing demand for units in our properties, as well as a number of additional factors particular to certain of our properties. In The Dubai Mall, GLA occupancy rates were temporarily adversely affected by the renovations in the Gold Souk and Arabian Court areas of the mall in 2011. These renovations resulted in a temporary closure of more than 250 units at various times during 2011, as we refitted and combined a portion of the Gold Souk to create a single unit that is now occupied by Shoe Level District (one of our largest anchor tenants), and as we refitted the Arabian Court area to create what is now a key destination for gadgets and games in The Dubai Mall. The current expansion of the Fashion Avenue may also result in a small, temporary decline in the GLA occupancy rate of The Dubai Mall, as some of our tenants relocate or close due to the renovation work. Similarly, a substantial redevelopment at Souk Al Bahar during 2012 resulted in a closure of a number of main units and a temporary decrease in the GLA occupancy rate in that mall in the same period. The decline in the GLA occupancy rate of the Dubai Marina Mall in the first six months of 2014 to 95% from 98% in the first six months of 2013 was due to the temporary closure of some of the larger units for renovations. In the Community Integrated Retail division, the relatively low GLA occupancy rates during the periods under review were primarily due to the continued expansion of the Mohammed Bin Rashid developments throughout the period, with community integrated retail unit occupancy levels increasing as the residential properties in that development opened. We continue to actively manage our properties to maximise GLA occupancy rates without compromising rents or tenant mix. We have a waitlist of more than 4,000 businesses that represent a broad mix of tenant categories. This list represents demand for potential GLA in excess of the current GLA of all of our properties. Although we may not be able to replace all of our tenants with the businesses on the waiting list due to the significant number of international brands already represented in our malls, we believe that this level of demand makes any significant decline in the aggregate GLA occupancy rate at our properties unlikely in the near to medium term, assuming we are able to replace tenants on a like-for-like basis. Due to the currently high GLA occupancy rates for The Dubai Mall, further increases in the aggregate GLA occupancy rate for all our properties will depend primarily on our ability to drive continued increases in GLA occupancy rates for the Community Integrated Retail division and the Specialty Retail division.

Footfall The footfall levels in our properties have a significant effect on the trading performance of our tenants, which in turn affects our variable turnover rent. For each property, we measure footfall as the total number of visitor entries through the main entrances of the property. Although this method of measuring footfall is in line with internationally recognised practices, actual footfall in our properties may differ from the results of our measurements.

50 During the periods under review, footfall levels in our properties have generally increased, as reflected in the table below:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 (millions of visitors) Footfall Super-Regional Malls ...... 54 65 75 38 40 Regional Malls ...... 4 5 6 3 3 Community Integrated Retail ...... 12 13 15 8 8 Specialty Retail ...... 6 6 8 4 4 Total footfall ...... 76 89 104 53 56

We believe that these increases in footfall have contributed to improved sales performance by our tenants, because, for any given level of visitors to buyers at a property, an increase in footfall is expected, all things being equal, to lead to an increase in sales. Below is a summary of total sales achieved by the tenants at our properties during the periods indicated:

Six months ended Year ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Tenant sales Super-Regional Malls ...... 8,847 10,929 13,983 7,298 8,604 Regional Malls ...... 441 603 714 369 430 Community Integrated Retail ...... 442 542 708 386 472 Specialty Retail ...... 308 385 481 246 267 Total tenant sales ...... 10,038 12,460 15,886 8,299 9,773

The improvements in our tenants’ sales performance during the periods under review resulted in an increase in the contribution of variable turnover rent to our rental income, as described above. See ‘‘—Our tenants’ trading performance and variable turnover rent’’. Footfall in our properties and, consequently, our tenants’ sales performance, vary during the year and are affected by general seasonal trends, holidays and other events. On a monthly basis, the highest footfall levels during 2013 for The Dubai Mall were observed in January at 7.4 million visitors, partly driven by the popularity of the Dubai Shopping Festival, and the lowest occurred in July at 4.7 million visitors, which was the low season in Dubai due to Ramadan. In the Dubai Marina Mall, the highest footfall levels during 2013 were observed in May at 0.6 million visitors, and the lowest occurred in July at 0.3 million visitors. Holidays similarly affect footfall. For example, during Eid al-Adha and Eid al-Fitr (the two main religious holidays observed in Islam), many tourists from other GCC countries spend their holiday in Dubai. In 2013, the average daily footfall in The Dubai Mall was 347,000 visitors during Eid al-Adha (measured from 14 to the 16 October) and 342,000 visitors during Eid al-Fitr (measured from 8 to 10 August), as compared to the annual daily average during 2013 of 205,000 visitors.

Timing of lease renewals We typically enter into lease renewal negotiations with our tenants at least a year before their current lease expires. In each of 2011, 2012 and 2013, a substantial majority of our tenants across all of our properties whose leases had expired during the relevant year asked for their leases to be renewed. Between 1 January and 30 June 2014, we renewed 365 out of the total of 890 leases that were due to expire during 2014. We achieved an increase in the aggregate contractual base rent for the first year of these new leases, relative to the aggregate contractual base rent in 2013 for these leases of approximately 32%. Over the same period, we also renewed 80 leases that were scheduled to expire during 2015, and achieved an increase in the aggregate contractual base rent for the first year of the new leases relative to the aggregate contractual base rent in 2014 for these leases of approximately 27%.

51 The Dubai Mall and the Dubai Marina Mall opened in November 2008 and December 2008, respectively. As a result, many of our leases at these properties are renewed with effect from the fourth quarter of the relevant year. Demand for units in our properties has been high during the periods under review, and, accordingly, leases that have been renewed have typically been renewed at higher rental rates than those set out in the expiring leases. See ‘‘—Macroeconomic conditions and the state of the Dubai commercial and retail real estate markets’’. In addition, automatic annual increases in the contractual base rent in many of our leases in The Dubai Mall and the Dubai Marina Mall also take effect in the fourth quarter of each year. As a result, during the periods under review, we have observed an increase in our rental income during the fourth quarter of each year compared to the first three quarters of the same year. We anticipate that this will continue to be the case so long as the macroeconomic environment in Dubai remains favourable and we maintain our ability to successfully negotiate increases in rental charges.

Asset enhancement, redevelopment and expansion projects From time to time, we undertake asset enhancement, redevelopment and expansion projects to maintain the attractiveness of our properties to tenants as well as shoppers or to expand our GLA. During the planning and construction phases, these projects increase our capital outlays. When the projects are completed, the expansion of our GLA has a direct impact on our total rental income as we lease this space to new tenants, while the improvements we make to our properties are generally expected to increase footfall levels. In 2011, we renovated and substantially redeveloped the Gold Souk area in The Dubai Mall to create a more accessible shopping area, improve footfall and to allocate space to Level Shoe District, which is now one of our largest anchor tenants by leased GLA, at a total cost of AED 32 million. In the same year, we also redeveloped the Arabian Court area of the mall, making this area a key destination for toys and gadgets. In 2012, we completed the construction of the Metro Link bridge, at a total cost of approximately AED 200 million, which connects the Burj Khalifa and Dubai Mall metro station to level two of The Dubai Mall and contributed to a 27% increase in sales of tenants on level 2 of the mall in 2013 compared to 2012. We are currently in the process of expanding the Fashion Avenue district of The Dubai Mall—a project that is expected to add approximately 600 thousand sq ft. GLA of retail space and which we expect to complete in March 2016. We have budgeted approximately AED 1,500 million to complete this project. We are also developing two community integrated retail centres, Springs Village, which will have a total GLA of 245 thousand sq ft. and which we expect to complete in 2015, and Arabian Ranches II, which will have a total GLA of 130 thousand sq ft. and which we expect to complete by the end of 2014. We have budgeted AED 207 million and AED 63 million, respectively, to complete these projects. In addition, we, together with Emaar Properties, are evaluating projects with a total GLA of over 865 thousand sq ft. These projects, which would be developed by Emaar Properties, comprise: • The Boulevard Expansion: Conversion of a portion of the existing parking space of The Dubai Mall into retail space and connecting the retail space in the adjacent Fountain Views development, which, if undertaken, would add 400 thousand sq ft. of additional retail space to The Dubai Mall. • The Zabeel Expansion: Expansion of The Dubai Mall in the adjacent Zabeel area on land which has been made available by the Government. If undertaken, the expansion could add 400 thousand sq ft. of new retail space and 4,000 car parking spaces. The parking facility could be completed as early as 2015, with the completion of the expansion of the retail space to follow. • Al Reem: Development of the Al Reem community integrated retail centre with an approximately 65 thousand sq ft. of GLA.

Our financing arrangements Our finance costs were AED 458 million, AED 401 million and AED 333 million in 2011, 2012 and 2013, respectively, and AED 177 million and AED 218 million in the six months ended 30 June 2013 and 2014, respectively. These costs primarily reflected the interest expense attributable to our 2011 Facility and amounts due to our parent, Emaar Properties, in respect of the AED 6,372 million shareholder loan made to us in 2010 (the ‘‘Shareholder Loan’’). On 21 May 2014, we entered into the New Facility in the aggregate amount of AED 5,510 million (comprising a US dollar tranche of USD 1,000 million and a UAE dirham tranche of AED 1,837 million). We used the proceeds of the initial drawdown under the New Facility of USD 1,000 million (USD 733.3 million in respect of the US dollar tranche and AED 979.5 million in respect of the UAE dirham tranche) to refinance our outstanding indebtedness under the 2011 Facility, and to partially repay the Shareholder Loan (as of 30 June, AED 972 million remained outstanding in respect of the Shareholder Loan). In addition, we also successfully raised

52 USD 750 million through the issuance of the Sukuk Bond (as defined below) in June 2014. As our aggregate amount of outstanding indebtedness as of 30 June 2014 has increased compared to our aggregate amount of outstanding indebtedness as at 31 December 2013, we expect that our interest expense for 2014 will also increase, notwithstanding the lower weighted average interest rate under the New Facility and the Sukuk Bond compared to the weighted average interest rate under the 2011 Facility and the Shareholder Loan. We repaid the outstanding balance of the Shareholder Loan with the proceeds of a drawdown of AED 918 million under the New Facility, together with available cash on 3 September 2014. See ‘‘—Financial Liabilities and Contractual Obligations—Liabilities and Indebtedness’’.

Impact of foreign exchange rates We estimate that approximately 40% of the visitors to The Dubai Mall in 2013 were tourists, including from countries such as China, Saudi Arabia, Russia and India. Consequently, our tenants’ sales depend, in part, on the levels of spending by international visitors, which may in turn be affected by the relative purchasing power of the home currency of tourists relative to UAE dirhams. Although we have not experienced a decline in tenant sales during the periods under review, notwithstanding a depreciation of a number of emerging market currencies relative to the UAE dirham, it is possible that a significant devaluation or prolonged weakness of such currencies could reduce the number of tourists from certain countries to Dubai and/or the level of discretionary spending by those tourists at our properties.

Taxation We are not currently, and during the periods under review have not been, subject to corporate income tax in the UAE. As such, taxation has had no effect on our results of operations to date. See ‘‘Taxation—UAE Taxation’’.

Explanation of Certain Income Statement Items Revenue Revenue almost entirely comprises rental income from the lease of mall units. Rental income, in turn, primarily comprises rent (i.e., base rent, net turnover rent, service charges and promotional and marketing contributions) and other rental income. See ‘‘—Key Factors Affecting Results of Operations—Our tenants’ trading performance and variable turnover rent’’ for a description of certain of these elements of our rental income. In addition, other income, as reflected in our income statement, comprises interest earned on cash balances maintained with banks.

Operating expenses Operating expenses are the expenses we incur to operate and maintain our properties. The most significant property operating expenses are management expenses such as housekeeping and facilities management, security, utilities and payroll. Operating expenses also include net chilled water charges. See ‘‘—Key Factors Affecting Results of Operations—Cost recovery through rental charges’’.

Sales and marketing expenses Sales and marketing expenses comprise advertisement and promotion expenses, selling expenses and other similar expenses.

Depreciation of property, plant and equipment Depreciation of property, plant and equipment comprises depreciation of buildings, leasehold improvements, furnitures and fixtures and other non-income generative assets, which are stated at cost, less accumulated depreciation and any impairment in value. Depreciation is calculated on a straight-line basis over the estimated useful life of each asset. No depreciation is charged on land.

Depreciation of investment properties Properties held for rental or capital appreciation purposes, which include all of our shopping malls and other retail properties, are classified as investment properties. Investment properties are measured at cost, less any accumulated depreciation and any accumulated impairment losses. Depreciation is charged on a straight-line basis over the estimated useful life of each relevant asset. No depreciation is charged on land and capital work-in-progress.

53 General and administrative expenses General and administrative expenses comprise IT expenses, legal and professional expenses, communication, insurance expenses, payroll cost, rental expenses and similar items.

Finance costs Finance costs comprise interest on borrowings from our parent company, interest on bank borrowing and public market debt financing as well as amortisation of loan arrangement fees over the loan period.

Recent Developments On 20 July 2014, we registered an increase in share capital with Government authorities amounting to AED 13,014 million, consisting of 13,014,000 shares of AED 1,000 each through an addendum to our Memorandum of Association. This share capital increase related to the issuance of additional shares in the Company to its shareholders against transfer of titles of plots of land related to The Dubai Mall, the Dubai Marina Mall and Souk Al Bahar. As a result of conversion of the Company to a public joint stock company, which is expected to occur on or before 1 October 2014, our share capital will consist of 13,014,300,000 shares of AED 1.00 each. See ‘‘Description of Share Capital—Our Share Capital’’. In August 2014, we paid AED 800 million out of retained earnings as cash dividends to our shareholders. In addition, on 2 September 2014, we drew down an additional AED 918 million under the New Facility and used the proceeds, together with available cash, to repay in full the outstanding balance of AED 972 million of the Shareholder Loan on 3 September 2014.

The Company will publish on 1 October 2014 the management estimates of the balance sheet (reflecting the opening financial position as at 30 September) for Emaar Malls Group PJSC. The Company will also publish on 31 October 2014 reviewed financial statements as at and for the nine month period ending 30 September 2014, which will have been reviewed by its auditors.

Results of Operations Comparison of the six months ended 30 June 2013 and 30 June 2014 The following discussion and analysis of our results of operations for the six months ended 30 June 2013 and 30 June 2014 is based on the Historical Financial Information included elsewhere in this Prospectus.

For the six months ended 30 June 2013 2014 (AED millions) Total revenue ...... 1,109 1,258 Expenses Operating expenses ...... (199) (180) Sales and marketing expenses ...... (17) (17) Depreciation of property, plant and equipment ...... (23) (37) Depreciation of investment properties ...... (119) (126) General and administrative expenses ...... (75) (63) Finance costs ...... (177) (218) Total expenses ...... (611) (641) Profit for the period ...... 498 617

54 Revenue Revenue increased by AED 149 million, or 13%, from AED 1,109 million in the six months ended 30 June 2013 to AED 1,258 million in the six months ended 30 June 2014. These increases were driven by the increases in our rental income over this period, as shown in the table below:

For the six months ended 30 June 2013 2014 (AED millions) Division Super-Regional Malls ...... 931 1,026 Regional Malls ...... 55 71 Community Integrated Retail ...... 60 89 Specialty Retail ...... 59 65 Rental income ...... 1,106 1,250

Super-Regional Malls division Rental income from the Super-Regional Malls division (i.e., from The Dubai Mall) increased by AED 95 million, or 10%, from AED 931 million in the six months ended 30 June 2013 to AED 1,026 million in the six months ended 30 June 2014. The table below sets out the breakdown of our rental income from The Dubai Mall for the periods indicated.

For the six months ended 30 June 2013 2014 (AED millions) Super-Regional Malls division Base rent ...... 583 669 Net turnover rent ...... 120 105 Service charges ...... 87 91 Promotional and marketing contribution ...... 10 15 Total rent ...... 800 880 Other rental income ...... 131 146 Rental income ...... 931 1,026

The increase in rental income from The Dubai Mall was principally attributable to an increase in base rent by AED 86 million, or 15%, from AED 583 million in the six months ended 30 June 2013 to AED 669 million in the six months ended 30 June 2014, principally due to lease renewals at higher base rents than were contained in the expiring leases, particularly in the Fashion Avenue and High End Jewellery & Watches retail categories, as well as contractual escalation of base rent for existing tenants. In particular, in the leases expiring in 2014 that we renewed from 1 January to 30 June 2014, we achieved an approximately 31% increase in aggregate contractual base rent for the first year of the new leases relative to the aggregate contractual base rent in 2013 for these leases. See ‘‘—Key Factors Affecting Results of Operations—Timing of lease renewals’’. This increase in base rent was partly offset by a declining contribution of turnover rent to our rental income, with net turnover rent decreasing by AED 15 million, or 13%, from AED 120 million in the six months ended 30 June 2013 to AED 105 million in the six months ended 30 June 2014. This decrease was, in part, due to the increases in base rent and, in part, due to the effects of the implementation of the effective base rent in our leases, which has had the effect of incorporating 50% to 90% of the previous year’s variable turnover rent into base rent, thereby increasing the contribution of base rent relative to the net turnover rent. See ‘‘—Key Factors Affecting Result of Operations—Our tenants’ trading performance and variable turnover rent’’. Further contributing to the increase in rental income from The Dubai Mall, service charges increased by AED 4 million, or 5%, from AED 87 million in the six months ended 30 June 2013 to AED 91 million in the six months ended 30 June 2014, due to an increase in service charges for some categories of retailers. Promotional and marketing contributions, which pursuant to all of our leases are set at 2.5% of each year’s contractual base rent, increased by AED 5 million, or 50%, from AED 10 million in the six months ended 30 June 2013 to

55 AED 15 million in the six months ended 30 June 2014, reflecting the increase in base rent over this period. Other rental income increased by AED 15 million, or 11%, from AED 131 million in the six months ended 30 June 2013 to AED 146 million in the six months ended 30 June 2014, due to charges relating to new advertising screens installed inside and outside The Dubai Mall and an increase in speciality leasing due to an increase in promotional activities by retailers.

Regional Malls division Rental income from the Regional Malls division (i.e., from the Dubai Marina Mall) increased by AED 16 million, or 31%, from AED 55 million in the six months ended 30 June 2013 to AED 71 million in the six months ended 30 June 2014. The table below sets out the breakdown of our rental income for the Dubai Marina Mall for the periods indicated.

For the six months ended 30 June 2013 2014 (AED millions) Regional Malls division Base rent ...... 38 48 Net turnover rent ...... 0 3 Service charges ...... 7 9 Promotional and marketing contribution ...... 1 1 Total rent ...... 46 61 Other rental income ...... 9 10 Rental income ...... 55 71

The increase in rental income from the Dubai Marina Mall over this period was principally attributable to an increase in base rent by AED 10 million, or 26%, from AED 38 million in the six months ended 30 June 2013 to AED 48 million in the six months ended 30 June 2014. This increase primarily reflected lease renewals at higher base rents than were contained in the expiring leases, contractual escalation of base rent for existing tenants, as well as the opening of Pier 7, where the first unit was rented in May 2013 and the remaining units were rented at the end of 2013 and in early 2014. Net turnover rent increased from nil in the six months ended 30 June 2013 to AED 3 million in the six months ended 30 June 2014, due to an increase in tenant sales. Service charges increased by AED 2 million, or 29%, from AED 7 million in the six months ended 30 June 2013 to AED 9 million in the six months ended 30 June 2014, due to an increase in service charges for some categories of tenants. Other rental income increased by AED 1 million, or 11%, from AED 9 million in the six months ended 30 June 2013 to AED 10 million in the six months ended 30 June 2014, due to income contributed by the opening of Pier 7.

Community Integrated Retail division Rental income from the Community Integrated Retail division increased by AED 29 million, or 48%, from AED 60 million in the six months ended 30 June 2013 to AED 89 million in the six months ended 30 June

56 2014. The table below sets out the breakdown of our rental income for the Community Integrated Retail division for the periods indicated.

For the six months ended 30 June 2013 2014 (AED millions) Community Integrated Retail division Base rent ...... 31 51 Net turnover rent ...... 2 3 Service charges ...... 11 16 Promotional and marketing contribution ...... 1 1 Total rent ...... 45 71 Other rental income ...... 15 18 Rental income ...... 60 89

The increase in rental income from the Community Integrated Retail division was principally driven by increases in GLA from 640 thousand sq. ft to 724 thousand sq. ft and in the GLA occupancy rate from 73% to 81%, in the six months ended 30 June 2013 and the six months ended 30 June 2014, respectively, as the properties that comprise this division were completed and benefitted from the opening of the residential properties in the Mohammed Bin Rashid development. These increases resulted in an increase in base rent by AED 20 million, or 65%, from AED 31 million in the six months ended 30 June 2013 to AED 51 million in the six months ended 30 June 2014. The increases in GLA and in the GLA occupancy rate also drove an increase in service charges by AED 5 million, or 45%, from AED 11 million in the six months ended 30 June 2013 to AED 16 million in the six months ended 30 June 2014. Other rental income increased by AED 3 million, from AED 15 million in the six months ended 30 June 2013 to AED 18 million in the six months ended 30 June 2014, reflecting income from new advertising screens installed on Mohammed Bin Rashid Boulevard.

Specialty Retail division Rental income from the Specialty Retail division (i.e., from Souk Al Bahar and the Gold & Diamond Park) increased by AED 6 million, or 10%, from AED 59 million in the six months ended 30 June 2013 to AED 65 million in the six months ended 30 June 2014. The table below sets out the breakdown of our rental income for the Specialty Retail division for the periods indicated.

For the six months ended 30 June 2013 2014 (AED millions) Specialty Retail division Base rent ...... 41 45 Net turnover rent ...... 2 3 Service charges ...... 8 9 Promotional and marketing contribution ...... 1 1 Total rent ...... 52 57 Other rental income ...... 7 8 Rental income ...... 59 65

Within the Specialty Retail division, rental income from Souk Al Bahar increased by AED 4 million, or 11%, from AED 35 million in the six months ended 30 June 2013 to AED 39 million in the six months ended 30 June 2014, driven mainly by an increase in base rent. Over the same period, rental income from the Gold & Diamond Park increased by AED 1 million, or 4%, from AED 25 million to AED 26 million, driven by an increase in base rent. For both properties, increases in base rent reflected primarily lease renewals at higher base rents than were contained in the expiring leases and contractual escalation of base rent for existing tenants.

57 Operating expenses Operating expenses decreased by AED 19 million, or 10%, from AED 199 million in the six months ended 30 June 2013 to AED 180 million in the six months ended 30 June 2014. The table below presents a breakdown of our operating expenses by category:

For the six months ended 30 June 2013 2014 (AED millions) Housekeeping expenses and facilities management expenses ...... 82 64 Security ...... 9 11 Utilities ...... 38 32 Payroll ...... 44 46 Others ...... 26 27 Operating expenses ...... 199 180

The decrease in operating expenses primarily reflected reversals with respect to operating expense provisions that had been estimated to be higher than the actual expenses incurred in prior periods, as well as cost savings due to negotiated cost reductions with certain of our third party suppliers.

Sales and marketing expenses Sales and marketing expenses were unchanged at AED 17 million in the six months ended 30 June 2013 and 2014.

Depreciation of property, plant and equipment Depreciation of property, plant and equipment increased by AED 14 million, or 61%, from AED 23 million in the six months ended 30 June 2013 to AED 37 million in the six months ended 30 June 2014. This increase was due to additions of property, plant and equipment of AED 50 million during the six months ended 30 June 2014 in connection with the replacement of furniture and fixtures during the period.

Depreciation of investment property Depreciation of investment property increased by AED 7 million, or 6%, from AED 119 million in the six months ended 30 June 2013 to AED 126 million in the six months ended 30 June 2014. This increase was due to additions of investment properties subject to depreciation of AED 146 million during the six months ended 30 June 2014, principally in connection with the completion of Pier 7 in the second half of 2013 and the Fashion Avenue extension of The Dubai Mall.

General and administrative expenses General and administrative expenses decreased by AED 12 million, or 16%, from AED 75 million in the six months ended 30 June 2013 to AED 63 million in the six months ended 30 June 2014. This decrease was mainly due to a reversal of provisions for doubtful debts and a reversal of expenses, including corporate head office costs.

Finance costs Finance costs increased by AED 41 million, or 23%, from AED 177 million in the six months ended 30 June 2013 to AED 218 million in the six months ended 30 June 2014. This increase was due to an increase in the amount of outstanding indebtedness during the six months ended 30 June 2014 as we entered into the New Facility on 21 May 2014 and issued the Sukuk Bond in June 2014, and used the proceeds of these facilities to refinance the 2011 Facility, pay a dividend to our shareholders, partially repay the Shareholder Loan and for general corporate purposes. As a result of these arrangements, we had to write off an unamortised loan arrangement fee, at the cost of AED 51 million, and settle a hedging contract early which resulted in a loss of AED 50 million. The effect of the higher aggregate amount of indebtedness on our finance costs was partly offset by the lower weighted average interest rate under the New Facility and the Sukuk Bond compared to the weighted average interest rate under the 2011 Facility and the Shareholder Loan. See ‘‘—Key Factors Affecting Results of Operations—Our financing arrangements’’.

58 Profit for the period As a result of the factors discussed above, profit for the period increased by AED 119 million, or 24%, from AED 498 million in the six months ended 30 June 2013 to AED 617 million in the six months ended 30 June 2014.

Comparison of the years ended 31 December 2011, 2012 and 2013 The following discussion and analysis of our results of operations and financial condition for the years ended 31 December 2011, 2012 and 2013 is based on the Historical Financial Information included elsewhere in this Prospectus.

For the year ended 31 December 2011 2012 2013 (AED millions) Total revenue ...... 1,525 1,950 2,395 Expenses Operating expenses ...... (354) (362) (437) Sales and marketing expenses ...... (25) (39) (64) Depreciation of property, plant and equipment ...... (19) (17) (58) Depreciation of investment properties ...... (297) (297) (249) General and administrative expenses ...... (108) (102) (155) Finance costs ...... (458) (401) (333) Total expenses ...... (1,261) (1,219) (1,296) Profit for the period ...... 263 731 1,099

Revenue Revenue increased by AED 425 million, or 28%, from AED 1,525 million in 2011 to AED 1,950 million in 2012 and by a further AED 445 million, or 23%, to AED 2,395 million in 2013. These increases in revenue were driven by the increases in our rental income over the same periods, as shown in the table below:

For the year ended 31 December 2011 2012 2013 (AED millions) Super-Regional Malls ...... 1,267 1,631 1,991 Regional Malls ...... 82 108 118 Community Integrated Retail ...... 89 106 150 Specialty Retail ...... 82 99 127 Rental income ...... 1,521 1,944 2,386

Super-Regional Malls division Rental income from the Super-Regional Malls division (i.e., from The Dubai Mall) increased by AED 364 million, or 29%, from AED 1,267 million in 2011 to AED 1,631 million in 2012 and by a further

59 AED 360 million, or 22%, to AED 1,991 million in 2013. The table below sets out the breakdown of our rental income for The Dubai Mall for the periods indicated.

For the year ended 31 December 2011 2012 2013 (AED millions) Super-Regional Malls division Base rent ...... 903 993 1,197 Net turnover rent ...... 113 255 316 Service charges ...... 121 151 174 Promotional and marketing contribution ...... 0 6 24 Total rent ...... 1,137 1,405 1,711 Other rental income ...... 130 226 280 Rental income ...... 1,267 1,631 1,991

The increases in the rental income from The Dubai Mall from 2011 to 2013 were principally driven by the improving sales performance of our tenants, which increased the amount of variable turnover rent payable over the three-year period, as well as increases in base rent. Base rent increased by AED 90 million, or 10%, from AED 903 million in 2011 to AED 993 million in 2012 and by a further AED 204 million, or 21%, to AED 1,197 million in 2013, due to lease renewals at higher base rents than were contained in expiring leases and contractual escalation of base rent for existing tenants. The amount of net turnover rent increased by AED 142 million, or 126%, from AED 113 million in 2011 to AED 255 million in 2012 and by a further AED 61 million, or 24%, to AED 316 million in 2013. The amount of base rent and net turnover rent were also affected by the GLA occupancy rate at The Dubai Mall, which was 93% in 2011 and 92% in 2012, due in part to the renovations of the Gold Souk and Arabian Court in 2011, which temporarily decreased the mall’s GLA occupancy rate. See ‘‘—Key Factors Affecting Results of Operations— Occupancy rates’’. In 2013, following completion of renovations at the Gold Souk and Arabian Court and reflecting increasing demand from tenants for units in The Dubai Mall, the GLA occupancy rate increased to 99%. Service charges increased by AED 30 million, or 25%, from AED 121 million in 2011 to AED 151 million in 2012 and by a further AED 23 million, or 15%, to AED 174 million in 2013, due to a series of across-the-board increases in contractual service charges payable by tenants, which we implemented in March 2011, April 2012 and October 2012. Promotional and marketing contributions increased more than tenfold from 2011 to 2013, growing from AED 0 million in 2011 to AED 6 million in 2012 and to AED 24 million in 2013, as we began to assess these charges in 2012 on an annual basis with reference to contractual base rent. Other rental income increased by AED 96 million, or 74%, from AED 130 million in 2011 to AED 226 million in 2012 and by a further AED 54 million, or 24%, to AED 280 million in 2013, due to an increase in multimedia sales with the installation of advertising screens in The Dubai Mall and the Metro Link bridge and an increase in speciality leasing and late opening penalties recovered from tenants.

Regional Malls division Rental income from the Regional Malls division (i.e., from the Dubai Marina Mall) increased by AED 26 million, or 32%, from AED 82 million in 2011 to AED 108 million in 2012 and by a further

60 AED 10 million, or 9%, to AED 118 million in 2013. The table below sets out the breakdown of our rental income for the Dubai Marina Mall for the periods indicated.

For the year ended 31 December 2011 2012 2013 (AED millions) Regional Malls division Base rent ...... 65 72 77 Net turnover rent ...... 1 12 4 Service charges ...... 9 11 15 Promotional and marketing contribution ...... — — 2 Total rent ...... 75 95 98 Other rental income ...... 7 13 20 Rental income ...... 82 108 118

The increases in the rental income from the Dubai Marina Mall from 2011 to 2013 were principally driven by the improving sales performance of our tenants and increases in base rent. Base rent increased by AED 7 million, or 11%, from AED 65 million in 2011 to AED 72 million in 2012 and by a further AED 5 million, or 7%, to AED 77 million in 2013, due to lease renewals at higher base rents than were contained in expiring leases and contractual escalation of base rent for existing tenants. The amount of net turnover rent increased from AED 1 million in 2011 to AED 12 million in 2012, reflecting increases in net turnover rent following an audit of tenants’ sales, and fell to AED 4 million in 2013. The amounts of base rent and net turnover rent were also affected by the improvements in GLA occupancy rates at the Dubai Marina Mall, which increased from 86% in 2011 to 93% in 2012 and 98% in 2013 due to an increase in demand among the retailers for space in the Dubai Marina Mall. Service charges increased by AED 2 million, or 22%, from AED 9 million in 2011 to AED 11 million in 2012 and by a further AED 4 million, or 36%, to AED 15 million in 2013, due to a series of across-the-board increases in contractual service charges payable by tenants, which we implemented in March 2011, April 2012 and October 2012. Other rental income increased by AED 6 million, or 86%, from AED 7 million in 2011 to AED 13 million in 2012 due to an increase in multimedia sales through the installation of advertising screens and an increase in speciality leasing, and increased by AED 7 million, or 54%, to AED 20 million in 2013. Increases in rental income from the Dubai Marina Mall in 2013 over 2012 were also attributable to the completion and opening of Pier 7 in the Dubai Marina Mall, which added a total of 87 thousand sq. ft of GLA, with four of the seven available units rented during 2013.

Community Integrated Retail division Rental income from the Community Integrated Retail division increased by AED 17 million, or 19%, from AED 89 million in 2011 to AED 106 million in 2012 and by a further AED 45 million, or 43%, to AED 150 million in 2013. The table below sets out the breakdown of our rental income for the Community Integrated Retail division for the periods indicated.

For the year ended 31 December 2011 2012 2013 (AED millions) Community Integrated Retail division Base rent ...... 54 57 80 Net turnover rent ...... 2 10 11 Service charges ...... 15 17 24 Promotional and marketing contribution ...... — — 2 Total rent ...... 71 84 117 Other rental income ...... 18 22 33 Rental income ...... 89 106 150

61 The increases in rental income from the Community Integrated Retail division over this period were driven by the improving sales performance of our tenants, which drove increases in net turnover rent from AED 2 million in 2011 to AED 10 million in 2012 and AED 11 million in 2013, as well as by the expansion of GLA of this division over these periods, which increased from 531 thousand sq ft. in 2011 to 607 thousand sq ft. in 2012 and to 715 thousand sq ft. in 2013. These increases, together with lease renewals at higher base rents than were contained in expiring leases and contractual rent escalations, resulted in increases in base rent by AED 3 million, or 6%, from AED 54 million in 2011 to AED 57 million in 2012 and by AED 23 million, or 40%, to AED 80 million in 2013, with the improvement in the GLA occupancy rate from 64% in 2012 to 73% in 2013 also contributing to the increase in 2013. Service charges also increased over the period, growing from AED 15 million and AED 17 million in 2011 and 2012 to AED 24 million in 2013 (an AED 7 million, or 41%, increase over the prior year), with the increase in 2013 primarily due to the increases in the GLA occupancy rate described above.

Specialty Retail division Rental income from the Specialty Retail division (i.e., from Souk Al Bahar and the Gold & Diamond Park) increased by AED 17 million, or 21%, from AED 82 million in 2011 to AED 99 million in 2012 and by a further AED 28 million, or 28%, to AED 127 million in 2013. The table below sets out the breakdown of our rental income for the Specialty Retail division for the periods indicated.

For the year ended 31 December 2011 2012 2013 (AED millions) Specialty Retail division Base rent ...... 61 70 86 Net turnover rent ...... — 3 7 Service charges ...... 12 13 16 Promotional and marketing contribution ...... 1 1 2 Total rent ...... 73 87 111 Other rental income ...... 10 10 16 Rental income ...... 82 99 127

Within the Specialty Retail division, rental income from Souk Al Bahar increased by AED 17 million, or 47%, from AED 36 million in 2011 to AED 53 million in 2012 and by a further AED 23 million, or 43%, to AED 76 million in 2013, driven by a better tenant mix and strategic improvements to the asset, making it a key destination for fine dining, which resulted in an improved tenant sales performance and GLA occupancy rate. Over the same period, rental income from the Gold & Diamond Park was flat at AED 46 million in 2011 and 2012 and increased by AED 5 million, or 11%, to AED 51 million in 2013, as a result of an improvement in the GLA occupancy rate.

Operating expenses Operating expenses increased by AED 8 million, or 2%, from AED 354 million in 2011 to AED 362 million in 2012 and by a further AED 75 million, or 21%, to AED 437 million in 2013. The table below sets out the breakdown of our operating expenses for the periods indicated.

For the year ended 31 December 2011 2012 2013 (AED millions) Housekeeping and facilities management expenses ...... 147 139 179 Security ...... 13 18 24 Utilities ...... 87 88 99 Payroll ...... 60 71 85 Others ...... 47 46 50 Operating expenses ...... 354 362 437

62 The small increase in our operating expenses from 2011 to 2012 was due to an increase in security costs and payroll costs, which were in turn driven by an increase in the GLA occupancy rate. The increase in 2013 compared to 2012 was largely driven by an AED 40 million, or 29%, increase in housekeeping and cleaning expenses from AED 139 million to AED 179 million. This increase was due to an increase in contractual rates payable to staff and an increase in the scope of services due to the opening of the Metro Link bridge and Pier 7 in 2013 and increases in footfall in our properties over the same period. The opening of Pier 7 and of the Metro Link bridge also drove increases in security costs, utilities costs, payroll and other costs (which include multimedia costs and speciality leasing set-up costs, among others) from 2012 to 2013.

Sales and marketing expenses Sales and marketing expenses increased by AED 14 million, or 56%, from AED 25 million in 2011 to AED 39 million in 2012 and by a further AED 25 million, or 64%, to AED 64 million in 2013. These increases were due to an increase in marketing events being organised at The Dubai Mall. During 2013, ‘‘VOGUE Dubai Experience’’ was held for the first time at The Dubai Mall along with other promotional events during Ramadan, Eid and other public holidays.

Depreciation of property, plant and equipment Depreciation of property, plant and equipment decreased by AED 2 million, or 11%, from AED 19 million in 2011 to AED 17 million in 2012, and increased by AED 41 million to AED 58 million in 2013. The increase from 2012 to 2013 was primarily due to the increased depreciation of buildings due to the opening of the Metro Link bridge.

Depreciation of investment property Depreciation of investment property was flat at AED 297 million in 2011 and 2012 and decreased by AED 48 million, or 16%, to AED 249 million in 2013. The decrease in 2013 was primarily due to the completion of the useful life of a majority of the assets classified as furniture and fixtures that are attached to respective investment properties (and, accordingly, depreciated as investment property based on a useful life term that was different from that for buildings).

General and administrative expenses General and administrative expenses decreased by AED 6 million, or 6%, from AED 108 million in 2011 to AED 102 million in 2012, due to a reversal of provisions for doubtful debts as recoveries improved. These expenses increased by AED 53 million, or 52%, from AED 102 million in 2012 to AED 155 million in 2013, due to increases in payroll due to an increase in staff head count, IT expenses due to the implementation of new technologies, corporate recharges due to services provided by Emaar Properties, and head office costs paid to Emaar Properties of approximately AED 90 million.

Finance costs Finance costs decreased by AED 57 million, or 12%, from AED 458 million in 2011 to AED 401 million in 2012 and by a further AED 68 million, or 17%, to AED 333 million in 2013. These decreases were mainly due to repayment of the Shareholder Loan over the period amounting to AED 3,591 million (2011: AED 1,085 million; 2012: AED 2,088 million; and 2013: AED 418 million) and a reduction of the applicable interest rates of the 2011 Facility from EIBOR + 3.50% per annum to EIBOR + 1.85% per annum from September 2013.

Profit for the period As a result of the factors discussed above, profit for the period increased by AED 468 million, or 178%, from AED 263 million in 2011 to AED 731 million in 2012 and by a further AED 368 million, or 50%, to AED 1,099 million in 2013.

Liquidity and Capital Resources Our principal liquidity requirements arise from the need to fund our capital expenditures and operating expenses at our properties. During the periods under review, our liquidity needs were mainly funded from internally generated cash, bank borrowings and the Shareholder Loan.

63 Our cash and cash equivalents as at 30 June 2014 were AED 57 million, compared to AED 157 million, AED 399 million and AED 10 million as at 31 December 2013, 2012 and 2011, respectively. We do not expect to earn material amounts of interest on the cash balances that we maintain with banks from time to time.

Cash Flow Information Comparison of the six months ended 30 June 2013 and 30 June 2014 The following table sets out a summarised presentation of our cash flow statements for the six months ended 30 June 2013 and 30 June 2014:

For the six months ended 30 June 2013 2014 (AED millions) Net cash from operating activities ...... 1,090 1,075 Net cash used in investing activities ...... (508) (408) Net cash used in financing activities ...... (919) (767) Decrease in cash and cash equivalents ...... (337) (100) Cash and cash equivalents at the beginning of the period ...... 399 157 Cash and cash equivalents at the end of the period ...... 62 57

Net cash from operating activities Net cash from operating activities decreased by AED 15 million from AED 1,090 million in the six months ended 30 June 2013 to AED 1,075 million in the six months ended 30 June 2014. This decrease was due to a decrease in inflow from net changes in net working capital from AED 271 million in the six months ended 30 June 2013 to AED 138 million in the six months ended 30 June 2014, with this decrease in inflow more than offsetting the increase in profit for the period described above. The decreased inflow from changes in net working capital from the six months ended 30 June 2013 to the same period in 2014 were driven principally by a decrease in net inflows from trade receivables from AED 155 million to AED 111 million, respectively, which was due to higher invoicing at period end in the six months ended 30 June 2014 compared to the same period in 2013 and turnover rent accruals (which we implemented in 2014), increased outflows with respect to amounts due to related parties from AED 17 million to AED 48 million, respectively, due to shared expenses and services incurred on behalf of related parties, and decreases in inflows from deferred income from AED 51 million to AED 31 million, which was due to the timing differences in income recognition from cash collected from our tenants, resulting in higher income recognition in the six months ended 30 June 2014 compared to the same period in 2013.

Net cash used in investing activities Net cash used in investing activities decreased by AED 100 million from AED 508 million in the six months ended 30 June 2013 to AED 408 million in the six months ended 30 June 2014. The decrease was driven by a decline in investments in deposits under lien or maturing after three months from AED 376 million to AED 220 million, which was due to amounts incurred on capital expenditure, a partial repayment of the Shareholder Loan, and a decline in purchases of property, plant and equipment from AED 75 million to AED 50 million, which was due to the increased investments in 2013 related to the opening of Pier 7. These decreases were partly offset by an increases in amounts incurred on investment properties from AED 60 million in the six months ended 30 June 2013 to AED 146 million in the six months ended 30 June 2014, due to amounts incurred on capital expenditure, development and expansion projects, consisting primarily of the Fashion Avenue expansion.

Net cash used in financing activities Net cash used in financing activities decreased by AED 152 million from AED 919 million in the six months ended 30 June 2013 to AED 767 million in the six months ended 30 June 2014. In the six months ended 30 June 2014, we entered into a New Facility and issued the Sukuk Bond, the proceeds of which were used to pay a cash dividend to our shareholders. See ‘‘—Key Factor Affecting Results of Operations— Our financing arrangements’’. As a result of these transactions, we had substantial cash inflow from the

64 proceeds of interest-bearing loans and borrowings of AED 3,673 million in the six months ended 30 June 2014 compared to nil in the same period in 2013, which more than offset the increase in outflows due to repayment of interest-bearing loans and borrowings from AED 45 million in the six months ended 30 June 2013 to AED 3,510 million in the same period in 2014. Finance costs paid also increased from AED 95 million in the six months ended 30 June 2013 to AED 185 million in the same period in 2014 due to arrangement fees paid in connection with the New Facility.

Comparison of the years ended 31 December 2011, 2012 and 2013 The following table sets out a summarised presentation of our cash flow statements for the three years ended 31 December 2013:

For the year ended 31 December 2011 2012 2013 (AED millions) Net cash from operating activities ...... 1,249 1,303 1,876 Net cash used in investing activities ...... (353) (651) (1,191) Net cash used in financing activities ...... (1,090) (264) (928) Increases/(decrease) in cash and cash equivalents ...... (194) 388 (242) Cash and cash equivalents at the beginning of the year ...... 204 10 399 Cash and cash equivalents at the end of the year ...... 10 399 157

Net cash from operating activities Net cash from operating activities increased by AED 54 million from AED 1,249 million in 2011 to AED 1,303 million in 2012. The principal factor contributing to this increase was an increase in profit for the period in 2012 discussed above, which was partly offset by a decrease in net working capital changes from a net inflow of AED 170 million in 2011 to a net outflow of AED 130 million in 2012. These changes in working capital were driven principally by a reduction in cash flows from net changes in accounts payable and accruals (including trade payables, accrued expenses and other payables) from an inflow of AED 44 million in 2011 to an outflow of AED 200 million in 2012, which was due to the costs of construction of the Metro Link bridge in 2012, a decrease in inflows from deferred income from AED 223 million in 2011 to AED 25 million in 2012, which was due to the timing differences in income recognition from cash collected from our tenants, resulting in higher income recognition in 2012 compared to 2011 and a decrease in net inflows from trade receivables from AED 53 million in 2011 to AED 4 million in 2012, which was due to higher invoicing levels at the year end and accrual of turnover rent. These were offset by lower cash flows from net changes in advances and security deposits (comprising security deposits of current quarter rent in advance) from an outflow of AED 116 million in 2011 to an inflow of AED 62 million in 2012. Net cash from operating activities increased by AED 573 million from AED 1,303 million in 2012 to AED 1,876 million in 2013. The principal factors contributing to this increase were an increase in profit for the period in 2013 discussed above and a reversal in net working capital changes from an outflow of AED 130 million in 2012 to an inflow of AED 142 million in 2013. The changes in working capital were driven principally by a reversal in cash flows from net changes in accounts payable and accruals from an outflow of AED 200 million in 2012 to an inflow of AED 71 million in 2013, which reflected the completion of the construction of the Metro Link bridge in 2012 and an increase in inflows from trade receivables from AED 4 million in 2012 to AED 42 million in 2013, which was due to improved collection of amounts due from tenants. These increases were partly offset by a reversal in net cash flows from items due from related parties from an inflow of AED 3 million in 2012 to an outflow of AED 51 million in 2013, due to expenses paid on behalf of related parties for shared operating costs.

Net cash used in investing activities Net cash used in investing activities increased by AED 298 million from AED 353 million in 2011 to AED 651 million in 2012. This increase was driven by increases in purchases of property, plant and equipment from AED 227 million in 2011 to AED 332 million in 2012, which was due to capital expenditures related to the Metro Link bridge construction and an increase in investments in deposits under lien or maturing after three months from AED 23 million to AED 249 million, reflecting our

65 ongoing efforts to optimise allocation of available funds. These increases were partly offset by a decrease in amounts incurred on investment properties from AED 107 million in 2011 to AED 74 million in 2012, due to a lower expenditure on revenue-generating assets. Net cash used in investing activities increased by AED 540 million from AED 651 million in 2012 to AED 1,191 million in 2013. This increase was driven by an increase in deposits under lien or maturing after three months from AED 249 million in 2012 to AED 935 million in 2013, reflecting our ongoing efforts to optimise allocation of available funds, and an increase in amounts incurred on investment properties from AED 74 million in 2012 to AED 105 million in 2013, due to an addition of revenue-generating assets. These increases were partly offset by a decrease in purchases of property, plant and equipment from AED 332 million in 2012 to AED 159 million in 2013, which reflected the completion of the construction of the Metro Link bridge in 2012.

Net cash used in financing activities Net cash used in financing activities decreased by AED 826 million from AED 1,090 million in 2011 to AED 264 million in 2012. This decrease was mainly due to a loan drawdown of AED 2,800 million and cash outflow related to a partial repayment of the Shareholder Loan in the amount of AED 2,960 million. Net cash used in financing activities increased by AED 664 million from AED 264 million in 2012 to AED 928 million in 2013. This increase was due to cash outflow related to a partial repayment of the Shareholder Loan in the amount of AED 664 million and an instalment payment under the 2011 Facility in the amount of AED 90 million.

Capital Expenditure Our capital expenditures consist of (i) maintenance capital expenditures, which include capitalised maintenance costs related to our properties, (ii) existing portfolio capital expenditures, which include structural upgrades and improvements and (iii) capital expenditures related to new developments, which include the costs related to the Fashion Avenue expansion and the construction of the Springs Village and Arabian Ranches II community integrated retail developments. The table below presents our capital expenditures in the periods under review:

Year ended Six months 31 December ended 30 June 2011 2012 2013 2014 (AED millions) Maintenance ...... 16 28 82 36 Existing portfolio ...... 318 378 182 88 New developments ...... — — — 72 Total capital expenditures ...... 334 406 264 196

Maintenance capital expenditure increased from AED 28 million in 2012 to AED 82 million in 2013 due to most furniture and fixings completing their useful life in 2013 and being replenished. Our committed capital expenditure for the second half of 2014 is expected to accelerate relative to historical levels due to the construction of the Fashion Avenue expansion. From 1 January 2014 to the end of 2016, we expect to incur capital expenditure of approximately AED 1,800 million in relation to our new developments (including the Fashion Avenue expansion, Arabian Ranches II and Spring Hills). We expect 75% of this total capital expenditure to be spent in the next two years: expected to be approximately 10-15% in 2014 (including the AED 72 million incurred between 1 January 2014 and 30 June 2014) and 40-45% in each of 2015 and 2016, while the remaining 5-10% is expected to be retained in reserve and to be released after completion of the defect liability period which is normally one year.

Financial Liabilities and Contractual Obligations Liabilities and indebtedness 2011 Facility On 7 December 2011, we entered into a conventional and Islamic finance facility (the ‘‘2011 Facility’’) with Standard Chartered Bank, Dubai Islamic Bank and the National Bank of Abu Dhabi, guaranteed by Emaar Properties, for the aggregate amount of AED 3,600 million, comprising an AED 2,800 million

66 Islamic finance facility and an AED 800 million conventional facility. The interest rate under the 2011 Facility was initially set at EIBOR + 3.50% per annum and, with effect from September 2013, was reduced to EIBOR + 1.85% per annum. We repaid all outstanding indebtedness under the 2011 Facility in May 2014 from the proceeds of the New Facility, as described below.

Shareholder Loan On 15 April 2010, we borrowed AED 6,372 million from Emaar Properties (the ‘‘Shareholder Loan’’), at an interest rate of 8%. We repaid a substantial portion of the Shareholder Loan prior to 30 June 2014 (including with the proceeds of the New Facility in May 2014), with AED 972 million outstanding thereunder as of 30 June 2014. We repaid the outstanding balance of the Shareholder Loan with the proceeds of a drawdown of AED 918 million under the New Facility, together with available cash on 3 September 2014.

New Facility On 21 May 2014, we entered into the New Facility in the aggregate amount of AED 5,510 million (comprising a US dollar tranche of USD 1,000 million and an UAE dirham tranche of AED 1,837 million). The interest rate under the New Facility is LIBOR + 1.75% per annum. The New Facility is unsecured and matures on 21 May 2021. We drew down USD 1,000 million (USD 733.3 million in respect of the US dollar tranche and AED 979.5 million in respect of the UAE dirham tranche) under the New Facility on 28 May 2014 and used the proceeds to repay in full our outstanding indebtedness under the 2011 Facility and to partially repay the Shareholder Loan. As of 30 June 2014, AED 3,673 million (USD 1,000 million) was outstanding under the New Facility. As of 2 September 2014, we had drawn down an additional AED 918 million (USD 250 million) under the New Facility to repay the outstanding balance of the Shareholder Loan, and as of the date of this Prospectus, AED 918 million (USD 250 million) under the New Facility (USD 226 million under the US dollar tranche and AED 88 million under the UAE Dirham tranche) remains available to us for general corporate and working capital purposes. The New Facility is subject to mandatory early repayment in the event that Emaar Properties ceases to own at least 50.1% of our Shares or if we cease to own 100% of the freehold title in The Dubai Mall. The New Facility contains financial covenants that require us to maintain certain maximum ratios of total borrowing to the value of The Dubai Mall (the value of The Dubai Mall shall never be less than double the value of the aggregate outstanding principal amounts of the New Facility and any sukuk issued by the Group) and of total borrowings to EBITDA (which ratio must never be more than six to one) and a minimum ratio of EBITDA to net finance charges (which ratio must never be less than two to one). The New Facility also contains negative covenants that limit our ability to, among other things, incur or guarantee additional financial indebtedness, grant security or create any security interests over our assets, dispose of assets, make substantial changes to the nature of our business, enter into mergers, amalgamations and other similar transactions, acquire businesses or undertakings other than any mall or retail units or interests related thereto, make loans to third parties, pay dividends if there is a default continuing under the New Facility or if a default would result from such payment, make payments in respect of certain subordinated obligations or to enter into transactions other than on arm’s length terms and for full market value. In connection with the New Facility, the Company is also obligated under a separate agreement to retain a minimum level of funds sufficient to meet its obligations in respect of the next applicable payment date under the New Facility in reserve bank accounts held with one of the banking syndicate members. The New Facility is subject to customary events of default, including non-payment, breach of covenants, insolvency- related events, and a cross-acceleration event of default, which would be triggered if any financial indebtedness in excess of USD 25 million becomes due and payable prior to scheduled maturity.

Sukuk Bond On 16 June 2014, EMG Sukuk Limited issued USD 750 million trust certificates guaranteed by us (the ‘‘Sukuk Bond’’), bearing interest at a rate of 4.564% per annum and maturing in 2024. We used the proceeds of the Sukuk Bond to pay a dividend to our shareholders of USD 750 million. The terms and conditions of the Sukuk Bond contain customary covenants limiting our ability to create or permit to subsist certain security interests, dispose of more than 50% of our total assets or, if we or the Sukuk Bond ceases to have an investment grade credit rating, incur or guarantee additional financial indebtedness. The Sukuk Bond is subject to customary events of default, including non-payment breach of covenants, insolvency-related events, and a cross-acceleration event of default, which would be triggered if any financial indebtedness in excess of USD 40 million becomes due and payable prior to scheduled maturity.

67 Contractual obligations and commitments The following table sets forth the maturity profile of our liabilities as at 30 June 2014, based on contractual undiscounted cash flows and payments:

Less than 3 to 12 1 to 5 More than 3 months months years 5 years Total (AED millions) Due to related parties(1) ...... — 1,119 — — 1,119 Interest bearing loans and borrowings ...... 17 56 297 3,816 4,186 Sukuk ...... — 123 510 3,392 4,025 Trade payables ...... 13 30 — — 43 Accrued expenses ...... 89 134 — — 224 Interest payable ...... 1 5 — — 6 Other payables ...... 18 — — — 18 Total ...... 139 1,467 807 7,208 9,620

Note: (1) Amounts owed under the Shareholder Loan, which was repaid in full on 3 September 2014. See ‘‘—Recent Developments’’. As at 30 June 2014, we had commitments of AED 1,805 million (31 December 2013: AED 406 million) which include project commitments of AED 1,576 million (31 December 2013: AED 180 million), relating principally to the Fashion Avenue expansion and other new developments under construction. See ‘‘—Key Factors Affecting Results of Operations—Asset enhancement, redevelopment and expansion projects’’. We have no off-balance sheet arrangements.

Legal claims As at 30 June 2014, we had 11 legal proceedings in progress against certain tenants to recover outstanding rent, which in the aggregate amounted to AED 12 million. As of 30 June 2014 and as of the date of this Prospectus, there was no material pending litigation against us.

Quantitative and Qualitative Disclosures about Market Risk We are exposed to the following risks related to financial instruments: credit risk, market risk and liquidity risk. See Note 22 of the Historical Financial Information included elsewhere in this Prospectus for additional information about our financial risk management.

Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. For the carrying amounts of our exposure to credit risk, see Note 22 of the Historical Financial Information. We limit our exposure to credit risk by only placing balances with international banks and local banks of good repute. Given the profile of our banking counterparties, we do not expect any counterparty to fail to meet its obligations. We manage credit risk from trade receivables by setting credit limits for individual tenants, monitoring outstanding receivables, obtaining PDCs from our tenants covering contractual base rent, service charges, chilled water charges and promotional and marketing contributions for the duration of the lease, as well as obtaining security deposits from our tenants equivalent to three months of contractual base rent. We establish an allowance for impairment at each reporting date that represents our estimate of incurred losses in respect of trade receivables.

Market risk Market risk is the risk that changes in market prices, such as interest rates or currency rates, will affect our income or the value of our holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

68 Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. During the periods under review, financial instruments affected by interest rate risk included the 2011 Facility, the New Facility and bank deposits. For further information on interest rate risk and a sensitivity analysis, see Note 22 of the Historical Financial Information. We have hedged the future interest payable on USD 350 million of the indebtedness under the New Facility pursuant to interest rate swap contracts for a period of five years from 2014.

Foreign currency risk Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Our significant monetary assets and liabilities denominated in foreign currencies are either in USD or in currencies pegged to the USD. As the AED is currently pegged to the USD, balances in USD and other currencies pegged to the USD are not considered to represent a significant currency risk.

Liquidity risk Liquidity risk is the risk that we will be unable to meet our financial obligations as they fall due. We monitor our cash flows, funding requirements and liquidity on a centralised basis under the control of our chief financial officer. The objective of this centralised system is to ensure that our liquidity resources adequately cover our current liabilities and to maximise our return on surplus cash. Our objective is to maintain a balance between continuity of funding and flexibility through the use of bank borrowings. We manage liquidity risk by maintaining adequate reserves and borrowing facilities, by continuously monitoring forecasted and actual cash flows and matching the maturity profiles of financial assets and liabilities. See Note 22 of the Historical Financial Information for more information on the maturity profile of our assets and liabilities.

Capital risk management Our policy is to maintain a strong capital base so as to maintain creditor confidence and to sustain future development of our business. The primary objective of our capital management strategy is to ensure that we maintain healthy capital ratios in order to support our business and maximise shareholders’ value. We manage our capital structure and make adjustments to it in light of changes in business conditions. No changes were made in the objectives, policies and processes for managing capital during the periods under review.

Critical Accounting Policies In the application of the Company’s accounting policies, which are described in Note 2.2 of the Historical Financial Information, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The following is a summary of the key accounting policies, which require management to make judgements, estimates and assumptions, and which we believe are material for potential investors. For a complete description of these and other significant accounting policies, please refer to Note 2.2 of the Historical Financial Information.

Revenue recognition Rental income from lease of investment property Rental income from investment properties is recognised, net of discount, in accordance with the terms of the lease contracts over the lease term on a straight line basis.

69 Revenue recognition for turnover rent Income from turnover rent is recognised based on the audited turnover reports submitted by the tenants. In the absence of audited reports, management makes its own assessment about the tenants achieving or exceeding the stipulated turnover in the lease contracts based on their historical performance.

Income from late opening penalties Income from late opening penalties is recognised on a receipt basis.

Property, plant and equipment Property, plant and equipment other than capital work-in-progress are stated at cost less accumulated depreciation and any impairment in value. Capital work-in-progress is not depreciated, and is stated at cost less any impairment value. Depreciation is calculated on a straight-line basis over the estimated useful lives as follows:

Investment properties Properties held for rental or capital appreciation purposes are classified as investment properties. Investment properties are measured at cost less any accumulated depreciation and any accumulated impairment losses. Investment properties under construction (included within capital work in progress) are measured at cost less any impairment in value. Depreciation is charged on a straight-line basis over the estimated useful lives as follows:

Fair value of investment properties For the purposes of preparing the Historical Financial Information, the fair value of our investment properties was determined by us based on valuations performed by qualified and independent chartered surveyors and property consultants. The valuation was performed using an approved method of valuation in accordance with the RICS Valuation Standards. The market value of the investment properties have been determined through an analysis of the income flow achievable for the building and takes into account the projected annual expenditure. Both the contracted rent and market rental values have been considered in the valuation with allowance of void period, running costs, vacancy rates and other costs. In 2013, the net income was capitalised at an equivalent yield in the range of 6% to 7% (2012: 8% to 10.5% and 2011: 8% to 11%). In 2013, a rent growth rate of 3% to 5% and a long-term vacancy rate of 3% to 10% were assumed and discount rates of 8% to 10% were applied based on the type and location of the asset to determine the value of each of the investment properties. Any significant movement in the assumptions used for the fair valuation of our investment properties, such as the discount rate, yields, rental and vacancy growth rates, etc., would result in significantly lower or higher fair values for our assets.

70 BUSINESS Investors should read this section of this Prospectus in conjunction with the more detailed information contained in this Prospectus, including the financial and other information appearing in ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’. Where stated, financial information in this section of this Prospectus has been extracted from the Historical Financial Information.

Overview We are the leading owner and operator of shopping malls in Dubai, UAE. Our portfolio of properties comprises four shopping malls and 30 community shopping centres and other retail properties, which together had a total GLA of approximately 5.9 million sq ft. as at 30 June 2014 and a GLA occupancy rate of 95% in the six months ended 30 June 2014 (and an occupancy rate of 98% based on signed leases, increased from 97% as at 31 December 2013). Our properties include some of the most iconic malls and entertainment and community integrated retail centres in the Middle East, including The Dubai Mall, our flagship asset, which has been the most visited shopping and entertainment mall worldwide in each of the last three years. Our properties were developed as an integral part of the master plan developments of our controlling shareholder, Emaar Properties, and, therefore, are strategically located in key areas of Dubai that benefit from favourable socio-economic demographics and increasing tourism. We generated AED 2,395 million and AED 1,258 million in revenue and AED 1,739 million and AED 999 million in EBITDA in 2013 and the first six months of 2014, respectively. According to JLL, the Market Value of our properties (including the Fashion Avenue expansion) was AED 39,790 million as at 30 June 2014. See ‘‘Annex A: JLL Valuation Report’’. We manage and operate our business principally through four divisions: Super-Regional Malls, Regional Malls, Community Integrated Retail and Specialty Retail. • The Super-Regional Malls division. This division comprises The Dubai Mall, and accounted for 83% and 82% of our rental income in 2013 and the first six months of 2014, respectively. The Dubai Mall is a regional and global retail and fashion destination located in the prestigious Downtown Dubai area. It has more than 1,000 main units, of which 26 are anchor tenants, including Bloomingdale’s and Galeries Lafayette. Among its tenants are more than 80 international luxury fashion brands conveniently located in Fashion Avenue, The Dubai Mall’s destination shopping area for international luxury fashion brands. The Dubai Mall’s retail units also include more than 40 high-end jewellery and watch brands, and approximately 400 apparel and accessories stores and electronics retailers. It has more than 170 food and beverage outlets located throughout the mall and in two large food courts, including over 25 casual dining restaurants located on the Waterfront Promenade, which enjoy views of the Dubai Fountain and Burj Khalifa, the world’s tallest building. The Dubai Mall also features renowned attractions, including the Dubai Aquarium & Underwater Zoo, SEGA Republic, KidZania, Reel Cinemas, an Olympic-sized ice rink, an Airbus A380 flight simulator and DubaiDino, a 155 million year old dinosaur fossil exhibit, and provides exclusive direct access to At The Top, the observation deck of Burj Khalifa. The mall is also adjacent to the Dubai Fountain, Souk Al Bahar and two of Dubai’s leading hotels, The Address Downtown and The Address Dubai Mall. The Dubai Mall was the most visited shopping and entertainment mall worldwide in 2011, 2012 and 2013. In 2013, the mall attracted 75 million visitors, an increase of 16% compared to 2012, surpassing significantly the number of visitors in the same year at other leading malls worldwide, such as Les Quatre Temps (46 million), Mall of America (40 million), Bullring Birmingham (40 million) and the Trafford Centre Manchester (30 million). In 2013, The Dubai Mall accounted for approximately 50% by value of all luxury goods sold in Dubai, and continues to strengthen its position as the fashion capital of the Middle East. It is the largest shopping mall in the world by total built-up area (approximately 12.1 million sq ft.) and the sixth largest in the world by GLA (approximately 3.7 million sq ft.). In the six months ended 30 June 2014, The Dubai Mall had a GLA occupancy rate of 99% and attracted 40 million visitors. We are currently undertaking a major expansion of Fashion Avenue. This project is expected to add approximately 600 thousand sq ft. of GLA to Fashion Avenue, which can accommodate more than 200 units for some of the world’s top luxury brands, further enhancing the fashion portfolio of The Dubai Mall. As at 30 June 2014, heads of terms had been agreed with three large tenants and offers had been made to prospective tenants representing approximately 30% of the total expected GLA of the expansion, with average rents ranging from AED 1,000 to AED 1,750 per sq ft. We expect at least

71 90% of the total GLA of the expansion to be pre-leased prior to opening, which is expected to happen in 2016. • The Regional Malls division. This division comprises the Dubai Marina Mall and accounted for 5% and 6% of our rental income in 2013 and the first six months of 2014, respectively. The Dubai Marina Mall is a fully integrated retail, leisure and entertainment development, benefitting from a catchment area of over 120 thousand residents, a waterfront location and proximity to two of our Community Integrated Retail properties, the Marina Walk and the Marina Promenade, as well as other waterfront landmarks, which enhance a ‘‘lifestyle’’ shopping experience. The Dubai Marina Mall has 147 main units and a total GLA of approximately 426 thousand sq ft.. In the six months ended 30 June 2014, the Dubai Marina Mall had a GLA occupancy rate of 95% and attracted more than three million visitors. • The Community Integrated Retail division. This division comprises 30 community shopping centres and other retail properties in various residential communities developed by Emaar Properties, and accounted for 6% and 7% of our rental income in 2013 and the first six months of 2014, respectively. The principal properties included within this division are: • the Downtown Dubai community integrated retail development, which includes a number of retail properties with a total GLA of approximately 539 thousand sq ft. and a GLA occupancy rate of 74% in the six months ended 30 June 2014, as well as other retail properties in the Downtown Dubai area; • the Dubai Marina retail development, including the Marina Walk, Marina Promenade and other retail properties with a total GLA of over 247 thousand sq ft. and a GLA occupancy rate of 82% in the six months ended 30 June 2014; • shopping centres in other Emaar residential communities, such as Arabian Ranches and The Greens; and • community shopping centres currently under construction, such as Arabian Ranches II and Springs Village. Our community integrated retail properties feature, among other things, supermarkets, restaurants, fitness clubs, day-care facilities and clinics, and cater to the needs of residents in the surrounding areas. In aggregate, these properties have approximately 350 retail units, including 162 food and beverage units, a total GLA of approximately 971 thousand sq ft. and, in the six months ended 30 June 2014, had a GLA occupancy rate of 81%. • The Specialty Retail division. This division comprises Souk Al Bahar and the Gold & Diamond Park, and accounted for 5% of our rental income in 2013 and in the first six months of 2014, respectively. • Souk Al Bahar is a shopping, entertainment and fully licensed dining destination focused on fine dining and Arabic-themed shopping. Located next to The Dubai Mall and the Dubai Fountain in the heart of Downtown Dubai, Souk Al Bahar has a total of approximately 80 main units, comprising 34 food and beverage outlets and 43 retail stores, and has a total GLA of approximately 210 thousand sq ft. In the six months ended 30 June 2014, Souk Al Bahar had a GLA occupancy rate of 99%, attracted more than 3 million visitors and accounted for 3% of our total rental income. • Gold & Diamond Park is one of Dubai’s leading wholesale and retail destinations for gold and diamond jewellery. Gold & Diamond Park has approximately 450 main units, including 104 manufacturing spaces, 93 retail outlets and 201 offices, and has a total GLA of approximately 530 thousand sq ft. In the six months ended 30 June 2014, Gold & Diamond Park had a GLA occupancy rate of 85%, attracted one million visitors and accounted for 2% of our total rental income. In addition to the properties described above, we will also seek to leverage our strong relationship with Emaar Properties to potentially acquire additional retail properties. We have entered into the Relationship Agreement with Emaar Properties, pursuant to which we have the contractual right, but not the obligation, to acquire any retail assets developed by Emaar Properties in the GCC during the next 10 years, including portfolio assets currently in the development pipeline of Emaar Properties, so long as Emaar Properties retains a shareholding of 30% or more in the Company. See ‘‘Principal and Selling Shareholders— Relationship Agreement’’.

72 History Our properties have been developed by Emaar Properties as an integrated part of its master plan developments, such as the Downtown Dubai area, the Dubai Marina and a number of residential communities throughout Dubai. Key milestones relating to our operations include the following: • May 2001: opening of Gold & Diamond Park. • December 2007: opening of Souk al Bahar. • November 2008: opening of The Dubai Mall. • December 2008: opening of the Dubai Marina Mall. • 2009: The Dubai Mall records annual footfall of 30.6 million visitors. • 2010: The Dubai Mall annual footfall reaches 47.4 million visitors, a 55% increase on 2009, despite the global financial crisis. • 2011: redevelopment of the Gold Souk area of The Dubai Mall. • 2011: The Dubai Mall becomes the world’s most visited shopping and entertainment mall, with annual footfall of 54.3 million visitors, a 15% increase over 2010. • December 2012: opening of the Metro Link bridge connecting The Dubai Mall with the Dubai Metro; The Dubai Mall annual footfall reaches 64.5 million visitors, a 19% increase over 2011. • October 2013: The Dubai Mall hosts the Vogue Fashion Dubai Experience in strategic partnership with Vogue Italia—a first of its kind global fashion event in the Middle East—which helps to position The Dubai Mall and Dubai among the world’s leading fashion hubs. • 2013: The Dubai Mall annual footfall reaches 74.8 million visitors, a 16% increase over 2012. • January 2014: work commences on the Fashion Avenue extension. • March 2014: The Dubai Mall unveils DubaiDino, a 155 million year old dinosaur fossil exhibit to the public. • April 2014: The Dubai Mall unveils an Emirates A380 flight simulator.

Competitive Strengths Our competitive strengths include the following:

73 wholly owned by the Government of Dubai, operates more than 1,200 weekly flights to six continents from its hub at the Dubai International Airport. The Government-owned Dubai Airports Company has developed a strategic plan (the ‘‘Strategic Plan 2020’’) targeting an increase in capacity at the Dubai International Airport to 90 million passengers per year by 2018 and completion of Phase 2 of the Al Maktoum International Airport between 2018 and 2023, anticipated to create the world’s largest airport with a design capacity of 150 million passengers per year. Dubai has further established itself as a leading hub for many regional and international companies. The Jebel Ali Free Zone is the largest free zone in the UAE, providing a base for over 7,000 companies during 2013, including 120 of the Fortune Global 500 companies. The Dubai International Financial Centre (the ‘‘DIFC’’) was established in order to promote Dubai as an international hub for financial services and a regional gateway for capital and investment. As at 31 December 2013, more than 1,000 companies were registered in the DIFC. Dubai is the world’s foremost destination for shopping, according to Tripadvisor’s Cities Survey, released in May 2014. Dubai is currently tied with London as the world’s leading retail destination in terms of the highest representation of global brands (Euromonitor 2013 Retail Brand Presence Rankings). There is a significant addressable retail market within Dubai, with a population of 2.2 million as of 31 December 2013 (Dubai Statistics Centre), and within the wider UAE and GCC region, with a population of 9.3 million and 48.7 million, respectively (Global Insight). Dubai has been successful in establishing itself as a centre for luxury retail, accounting for approximately 30% of the luxury market of the Middle East and approximately 60% of the UAE as of May 2013 (Bain & Company: Worldwide Luxury Markets Monitor). The Dubai Mall accounted for approximately 50% by value of all luxury goods sold in Dubai in 2013 (Bain & Company: Worldwide Luxury Markets Monitor). A study by Bain & Company in March 2014 recognised Middle East consumers as the world’s highest per capita luxury goods spenders, at USD 1,928 a year. We believe that the strong fundamentals of Dubai’s economy, together with its advancing infrastructure and status as an international trade, transit and tourism hub, provide an optimal platform for robust growth in our business.

Our business benefits from Dubai’s high growth consumer oriented retail market All of our assets are located in Dubai. Retail spending in Dubai is supported by increasing domestic demand, tourism volumes and spending levels. Retail sales in the UAE are expected to grow from around USD 65 billion in 2014 to USD 92 billion in 2017 (Business Monitor International, UAE Retail Report Q1 2014), and our market position in Dubai makes us extremely well placed to benefit from any such growth. As at June 2014, the UAE had significantly higher consumer confidence levels than the global average (Nielsen Global Survey of Consumer Confidence & Spending Intentions, Q2 2014). Consumer confidence, coupled with the absence of personal income taxes, a young and growing population of Emiratis and expatriates and increasing per capita GDP, is likely to contribute to an increase in aggregate household spending in the UAE, which is forecast to grow from USD 209 billion in 2013 to USD 318 billion in 2017 (a CAGR of 11%) (Business Monitor International, UAE Retail Report Q1 2014). It is estimated that approximately 67% of the UAE’s population in 2013 was aged 20 to 39. Over the same time period, nominal per capita GDP is expected to grow from approximately USD 43 thousand per year to approximately USD 52 thousand per year. Our business is further supported by increasing tourism volumes and spending levels. Building upon initiatives to increase tourism contained in the Dubai Strategic Plan 2015 and Dubai’s Medium Term Economic Plan, the Government has set itself the target of increasing tourist arrivals to 20 million tourists annually by 2020, from 11 million in 2013, and aims to triple annual revenues from tourism to AED 300 billion (USD 83 billion) by 2020. Dubai recently ranked seventh on MasterCard’s Q2 2013 Global Destination Cities Index, ahead of major cities such as Barcelona, Rome, Vienna and Los Angeles. The Dubai Mall is a leading destination for tourists, with customers from the UAE’s key tourism markets, which are China, Saudi Arabia, India, Russia and Qatar, contributing 45% of the total spending at The Dubai Mall during the two main promotional shopping seasons of 2013. Our management has also observed significant domestic customer flows to our properties from the other Emirates in the UAE. Dubai has been selected to host the World Expo 2020, which is expected to contribute approximately USD 24 billion to Dubai’s economy between 2014 and 2020. A total of 25 million visitors are expected to attend by the Government, 70% of which are expected to be non-UAE residents. The total estimated

74 budget of the Expo is USD 8.8 billion, of which USD 7 billion will be dedicated to further develop city-wide infrastructure, and the Expo site. According to the Strategic Plan 2020, one third of the world’s population lives within a four-hour flight radius and two thirds of the world’s population live within an eight-hour flight radius of Dubai, and it is expected that many of the economies within our catchment area will be characterised by growing populations enjoying increasing per capita GDP and increasing tourism spending that is concentrated in retail. The majority of our catchment area, including the GCC, India, China and Africa, is expected to experience population growth during the period from 2013 to 2017, with a CAGR expected to range from 1% in China to 2% in Africa over the period. Over the same period, nominal per capita GDP is expected to experience a CAGR ranging from 4% in the GCC to 11% in India. Tourism receipts in the UAE are expected to increase from approximately USD 10.0 billion in 2013 to USD 14.2 billion in 2017 (equivalent to a CAGR of 9%) and retail has recently been both the largest and fastest growing component of tourism spending in the UAE (based on 2012 versus 2011 receipts). Historically, super-regional malls, such as The Dubai Mall, have been among the main beneficiaries of tourism spending in Dubai, with approximately 31% of spending through Visa cards in 2012 being spent in retail outlets in the UAE and 66% of retail space in Dubai being located in super-regional malls, as of December 2013. Against the backdrop of significant and increasing retail shopping demand from both domestic consumers and tourists, we consider Dubai to offer a fast-growing consumer market that can support our plan to deliver maximum value to shareholders through our property portfolio, which is designed to capture both tourism driven as well as domestic demand. Our Specialty and Community Integrated Retail divisions are mainly focused on domestic demand, while our Super-Regional and Regional Malls divisions benefit from domestic as well as tourism driven demand.

Our key assets are iconic global retail and leisure destinations integrated within Dubai’s best known attractions We aim to offer shoppers not only an unparalleled level of quality and variety of retail options, but also the chance to visit iconic destinations that are unique to Dubai. The success we have achieved with our key portfolio assets is attributable in part to our successful integration of our malls into renowned Dubai landmarks. The Dubai Mall is currently the largest mall by total built-up area globally and has been the most visited shopping and entertainment mall worldwide in each of the last three years. In 2013, The Dubai Mall attracted 74.8 million visitors, an increase of 16% compared to 2012, surpassing significantly the number of visitors in the same year at other leading malls worldwide, such as Les Quatre Temps (46 million), Mall of America (40 million), Bullring Birmingham (40 million) and the Trafford Centre Manchester (30 million) (company reports). Customers are drawn to The Dubai Mall by its more than 1,000 main retail units, which include over 80 international luxury fashion brands and over 40 high-end jewellery and watch brands, nearly 400 apparel and accessories stores and electronic retailers, and over 170 food and beverage outlets. The Dubai Mall is located in the prestigious Downtown Dubai area, which is home to two iconic Dubai landmarks, the Burj Khalifa and the Dubai Fountain, which are accessible through the mall. As the world’s tallest building, the Burj Khalifa has redefined the Dubai skyline and set new standards in architectural excellence to global acclaim. The Burj Khalifa has surpassed numerous architectural records, including the tallest existing structure, at 829.8 metres. Access to the 124th floor observation deck, At the Top, which recorded approximately 1.87 million visitors in 2013, is exclusively through The Dubai Mall. Visitors can also access the Dubai Fountain on the Burj Khalifa Lake through The Dubai Mall. The Dubai Fountain was inaugurated as the largest choreographed water display in the world in May 2009. Built by Emaar Properties at a cost of approximately AED 1,000 million, the Dubai Fountain is 275 metres long and its choreographed water displays can shoot water up to 150 metres in the air, accompanied by music, 6,600 lights and 25 coloured projectors. In addition to the strong footfall attributable to The Dubai Mall’s integration with the Burj Khalifa and the Dubai Fountain, visitors are also attracted to The Dubai Mall by its unique anchor leisure and entertainment tenants, which, as of 30 June 2014, accounted for 8% of its GLA. The Dubai Mall is attached to The Address Dubai Mall Hotel (a 244-room five star hotel and 453 serviced residences) and is situated adjacent to The Address Downtown Dubai Hotel (a 196-room five star hotel and 628 serviced residences). Souk Al Bahar, which is adjacent to The Dubai Mall and faces the Burj Khalifa and the Dubai Fountain, provides a complementary offer focused on fine dining and Arabic-themed shopping, with 34

75 food and beverage outlets. The Dubai Mall also benefits from excellent transport infrastructure, with over 14 thousand covered car parking spaces, and is accessible by public transport with a direct connection to the Dubai Metro. Like The Dubai Mall, the Dubai Marina Mall benefits from integration into one of Dubai’s landmark lifestyle development projects—the Dubai Marina. Developed as a master planned community by Emaar Properties, the Dubai Marina is a feat of urban engineering that involved the excavation of three kilometres of desert coastline and the redirection of water from the Arabian Gulf to create what has become the largest man-made marina in the world. The Dubai Marina features eight kilometres of landscaped public walkways and features upscale residences and dining and shopping experiences, including the Dubai Marina Mall, and is connected to the Dubai Metro. The Dubai Marina Mall, which has approximately 426 thousand sq ft. of GLA, is a fully integrated retail, leisure and entertainment development, benefitting from a waterfront location and proximity to the Dubai Marina’s residential and retail landmarks, including The Walk, the Jumeirah Beach Residence and The Beach. Attracting nearly six million visitors in 2013, the Dubai Marina Mall was designed to offer residents and visitors of the Dubai Marina a ‘‘lifestyle’’ shopping experience and has been a popular destination for an integrated retail experience in the Dubai Marina since it opened in December 2008. Together with our commitment to excellence in mall operations and diversity of retail, dining and entertainment options in our key properties, the successful integration of our key portfolio assets within Dubai’s landmark attractions provides support for continued growth in footfall levels and outperformance of competitors in the malls business.

Our management has developed a best-in-class shopping mall portfolio and a track record of creating significant shareholder value Our highly experienced senior management team has developed a best-in-class shopping mall portfolio and created significant shareholder value. The members of our senior management team have on average 20 years of experience in the real estate and retail sectors and have been employees of the Company and/or Emaar Properties or its subsidiaries for seven years on average. Our management has established a track record of double digit annual revenue growth during the last five years, as our revenue increased from AED 1,219 million in 2009 to AED 1,353 million in 2010 (an 11% increase year-on-year), AED 1,525 million in 2011 (a 13% increase year-on-year), AED 1,950 million in 2012 (a 28% increase year-on-year) and AED 2,395 million in 2013 (a 23% increase year-on-year). Our tenants’ sales at The Dubai Mall over this period have also increased from AED 3.4 billion in 2009, to AED 6.2 billion in 2010, AED 8.8 billion in 2011, AED 10.9 billion in 2012 and AED 14.0 billion in 2013, representing a CAGR of 42% over this period, and the GLA occupancy rate of The Dubai Mall increased from 79% in 2009 (the first full year of the mall’s operations) to 90% in 2010, 93% in 2011, 92% in 2012 and 99% in 2013. Our highly successful management team has also consistently improved our profitability during this period, as evidenced by rising EBITDA (AED 1,037 million in 2011, AED 1,446 million in 2012 and AED 1,739 million in 2013). This has resulted in strong cash flow generation and significant value creation for the business. Underpinning our successful results has been a management focus on lease monitoring and active tenant management that has resulted in a high quality and diversified tenant mix. Between 1 January and 30 June 2014, we renewed 365 out of the total of 890 leases that were due to expire during 2014. We achieved an increase in the aggregate contractual base rent for the first year of these new leases, relative to the aggregate contractual base rent in 2013 for these leases of approximately 32%. Over the same period, we also renewed 80 leases that were scheduled to expire during 2015, and achieved an increase in the aggregate contractual base rent for the first year of the new leases relative to the aggregate contractual base rent in 2014 for these leases of approximately 27%. We have a waiting list of more than 4,000 businesses that represent a broad mix of tenant categories. This list represents a potential GLA in excess of the current GLA of our properties. Although we may not be able to replace all of our tenants with the businesses on the waiting list due to the significant number of international brands already represented in our malls, we believe that this level of demand makes any decline in the GLA occupancy rate at our properties unlikely in the near to medium term, assuming we are able to replace tenants on a like-for-like basis. We benefit from a strong bargaining position in lease negotiations as a result of the excess of demand for space across our assets. Management engages in year-round tenant management, with most leases as of 30 June 2014 on three-year terms (the weighted average lease term for all of our properties: 2.9 years; the weighted average lease term for The Dubai Mall: 3.3 years; and the weighted

76 average lease term for the Dubai Marina Mall: 2.7 years). This allows management to replace underperforming tenants, optimise the tenant mix in our properties and negotiate favourable lease terms. Our management team has also driven our successful results by realising a number of redevelopment and enhancement projects for our assets. From 2011 to 2012, we undertook extensive redevelopment of the Gold Souk in The Dubai Mall to create a more accessible shopping area, improve footfall and to allocate space to Level Shoe District, which is now one of our largest anchor tenants by leased GLA, at a total cost of AED 32 million. Following completion of this project, footfall levels in the Gold Souk increased, and tenant sales grew by more than five times in 2013 (after the redevelopment was completed) compared to 2011 (before the redevelopment began). Our team also oversaw the Pier 7 extension at the Dubai Marina Mall, an AED 123 million expansion of the Dubai Marina’s waterfront restaurant offerings that resulted in signed leases for 100% of GLA at Pier 7 as at 31 December 2013, and the successful connections of the Burj Khalifa and Dubai Mall metro station to level 2 of The Dubai Mall via a new Metro Link bridge in December 2012, contributing to an increase of 27% in sales of tenants on level 2 of the mall in 2013. We expect to recover the cost of the Metro Link within four years from advertising revenues and rental income within the Metro Link. In addition, our management team has, since 2011, successfully introduced a number of key changes to our standard lease terms, including the introduction of terms to support advanced collection of turnover rent by making annual adjustments to tenant base rents based on turnover rent in the prior lease year, which has increased and is expected to continue to increase revenue and cash flow predictability. In addition, our management team has started to integrate our IT systems with the point-of-sales (‘‘POS’’) systems of our tenants, which will allow us to automatically monitor tenants’ gross sales, which are the basis for our determining the amount of turnover rent. We expect this initiative will increase revenue and cash flow predictability even further. Our management team covers the entire value chain of our business, with a team of 48 professionals dedicated to asset developments and enhancements, 120 professionals dedicated to asset management and 379 professionals dedicated to mall operations. We are in the process of bolstering our management team by adding four independent non-executive directors, Helal Al Marri, Richard Akers, Mohammed Al Hussaini, and Mohamad Mourad, to our Board of Directors. It is expected that they will be appointed on 30 September 2014. Our independent non-executive directors will account for half of our Board of Directors.

77 We have unique access to attractive growth opportunities We expect that the growth of our business will be driven by: increases in rental income from existing assets due to an expected general rise in turnover-related rents from anticipated growth of retail activity in Dubai and through our active asset management approach; development and expansion projects currently under development; development and expansion projects currently under evaluation; and the establishment of joint ventures. Our current positioning in master plan developments such as Downtown Dubai, which houses the Burj Khalifa and The Dubai Mall, and the Dubai Marina, which houses the Dubai Marina Mall, is a direct result of our relationship with Emaar Properties. Emaar Properties has exercised the vision to develop master plan developments across Dubai and its support for us, as one of its subsidiaries, allows us unique access to opportunities to establish mall operations in landmark master plan developments. We have entered into the Relationship Agreement with Emaar Properties, pursuant to which we have the contractual right, but not the obligation, to acquire any retail assets developed by Emaar Properties in the GCC during the next 10 years, including portfolio assets currently in the development pipeline of Emaar Properties, so long as Emaar Properties retains a shareholding of 30% or more in the Company. The Relationship Agreement grants us the right to acquire these assets before they are fully developed and let, providing us with additional upside from subsequent rental income growth. We would expect to be actively involved in the design of these assets. (See ‘‘Principal and Selling Shareholders—Relationship Agreement’’). Based on our estimates, there is no non-Government-owned undeveloped land in central locations in Dubai that is available for a large scale retail development, as the majority of undeveloped land is owned by Government-related entities. We believe that our strong working relationship with the Government has placed us in an ideal position to gain access to future retail developments of undeveloped land in attractive locations in Dubai.

Our strong balance sheet and prudent investment policy allows us to capitalise on growth opportunities We benefit from a strong balance sheet and have investment grade credit ratings from both Moody’s and Standard & Poor’s. Our balance sheet compares favourably with key international peers, based on net financial indebtedness to gross property value (LTV) as well as net financial indebtedness to EBITDA. Our properties generate a substantial amount of recurring cash flow. We believe that a significant portion of this cash flow is predictable due to the amount of contractual base rent in our tenancy agreements, the lack of tenant termination clauses and the post-dated cheques we require from our tenants covering the contractual base rent. We expect that we will be able to meet currently committed capital expenditures from our future operating cash flow. The Government does not levy corporate income taxes and we therefore pay no corporate taxes on any of our activities in the UAE. In addition, unlike REIT regimes in other jurisdictions, we are not subject to any of the restrictions or obligations on our reinvestment and dividend policies. Based on our focused investment policy and our strong balance sheet, we will be in a strong position to benefit from, and capitalise on, sustainable growth opportunities that present themselves.

78 The Dubai Mall’s high occupancy rate demonstrates a high level of demand for retail space, especially within our Super-Regional Malls division and our strong bargaining power, which has allowed us to increase rents within our properties. We will continue our active tenant portfolio management and seek to continue to successfully negotiate favourable lease terms, particularly at The Dubai Mall. We anticipate maintaining anchor tenants on 10- to 20-year tenancy agreements and non-anchor tenants on three to five year lease contracts. We aim to further increase our strong collection rates by mitigating lease payment risk through the use of PDCs, covering aggregate contractual base rent plus service charges, chilled water charges and a promotional and marketing contribution for the relevant unit for the term of the lease, and an additional security deposit covering the first three months of contractual base rent for all tenants. We will also continue to manage lease payment risk by maintaining a diversified tenant mix across a significant number of tenants and a variety of tenant categories, with key anchor tenants comprising largely well-known regional and international brands, by continuing to refine our rigorous tenant screening procedures and by proactively managing underperforming tenants by implementing shorter lease terms for these tenants to incentivise performance and decrease risk.

Maximise returns from our existing portfolio through active asset management and expansions as well as development of new assets Although we are already the leading owner and operator of shopping malls in Dubai, we believe that the fundamentals of Dubai’s economy, together with expected population, tourism and GDP growth in our catchment area, mean that there is an opportunity for us to further strengthen our market-leading position. Our growth strategy involves expansion of our existing assets beyond the current portfolio GLA of 5.9 million sq ft. to drive revenue growth and increase shareholder value. Our initial focus will be to reinforce the status of The Dubai Mall as an iconic retail and leisure destination globally in order to maximise returns from our flagship asset. We have a current development pipeline consisting of a total GLA of approximately one million sq ft. and a total cost of approximately AED 1,800 million. Of this development pipeline, 85% of the GLA and 90% of the cost relate to expansions and redevelopments of existing assets: • Fashion Avenue: Expansion of the Fashion Avenue area in The Dubai Mall that will add approximately 600 thousand sq ft. of GLA, which can accommodate over 200 units for some of the world’s top luxury brands. The construction commenced in January 2014 and is expected to be completed in March 2016. • Springs Village: Redevelopment of the existing mall in Springs Village with a total of 245 thousand sq ft. of GLA and expected completion in 2015. • Arabian Ranches II: Development of a new community shopping centre adjacent to the existing Arabian Ranches development with a total of approximately 130 thousand sq ft. of GLA and expected completion by the end of 2014. In addition, we, together with Emaar Properties, are evaluating projects with a total GLA of over 865 thousand sq ft., which would be developed by Emaar Properties. These projects comprise: • The Boulevard Expansion: Conversion of a portion of the existing parking space of The Dubai Mall into retail space and constructing a connection to the retail space in the adjacent Fountain Views development, which, if undertaken, would add 400 thousand sq ft. of additional retail space to The Dubai Mall. • The Zabeel Expansion: Expansion of The Dubai Mall in the adjacent Zabeel area on land which has been made available by the Government. If undertaken, the expansion could add 400 thousand sq ft. of new retail space and 4,000 car parking spaces. The expansion of parking facilities could be completed as early as 2015. • Al Reem: Development of the Al Reem community shopping centre with an approximately 65 thousand sq ft. of GLA. In addition, to promote our growth strategy, we will also seek to leverage our strong relationship with Emaar Properties. We have entered into the Relationship Agreement with Emaar Properties, pursuant to which we have the contractual right, but not the obligation, to acquire any retail assets developed by Emaar Properties in the GCC during the next 10 years, including portfolio assets currently in the development pipeline of Emaar Properties, so long as Emaar Properties retains a shareholding of 30% or more in the

79 Company. The Relationship Agreement grants us the right to acquire these assets before they are fully developed and let, providing us with additional upside from subsequent rental income growth. We would expect to be actively involved in the design and leasing of these assets and to negotiate our purchase of them once 70% or more of the GLA of the relevant asset is leased out. The transfer price would be determined by agreement between Emaar Properties and us as to the Fair Market Value (as defined in the Relationship Agreement) of the relevant asset or, failing which, by taking the average of the valuations of two independent valuers, and we expect to fund any purchase through internally generated cash. Further, we currently anticipate that we will target our own development pipeline of shopping malls outside of Emaar Properties master plan developments of not more than 20% of our gross asset value. We may also consider projects outside the UAE if attractive opportunities present themselves. Following the success of our world-class entertainment facilities at The Dubai Mall that are operated through Emaar Retail, a subsidiary of Emaar Properties, we will also seek opportunities to operate integrated shopping and entertainment lifestyle properties while maintaining a balanced portfolio across property types and sizes. To the extent opportunities for partnerships and joint ventures with other leading brands and Government-related enterprises present themselves, we will consider opportunities for organic growth that are in line with our goal of delivering long-term value to shareholders.

Fund growth opportunities and dividend distributions while maintaining a conservative capital structure We intend to continue to maintain a conservative capital structure with sufficient flexibility to be able to execute on sustainable growth opportunities as they arise and to maintain prudent leverage levels while funding dividend distributions to enhance long-term shareholder value. We anticipate distributing 50% to 70% of our funds from operations (i.e., EBITDA less net interest expense) in the form of dividends to shareholders, following consideration by the Company’s Board of Directors of the cash management requirements with regards to operating expenses including interest for the year ahead and planned development capital expenditure. In addition, the board would also consider market conditions, the then current operating environment and its outlook for the business. Any level or payment of dividends depends on future profits and the business plan of the Company, amongst other factors, at the discretion of the board. We operate within prudent leverage limits for a company in our sector, and seek to maintain a ratio of net debt to EBITDA below 5.0:1. As at 30 June 2014, our LTV ratio was 12.3% (excluding shareholder loans), but over the mid-term we will seek to achieve a LTV ratio in the range of 30% to 35% once the current development pipeline is completed. We have been assigned investment grade credit ratings from both Moody’s (Baa2) and Standard & Poor’s (BBB ) and we are committed to maintaining investment grade credit ratings and a balanced maturity profile on our debt. We utilise a diverse mix of funding sources to support our liquidity profile, including bank loans and debt capital markets financing. We have recently proven our ability to obtain financing on attractive terms through the New Facility and the Sukuk Bond.

Group Structure The Company is a public joint stock company under incorporation in the Emirate of Dubai, United Arab Emirates, pursuant to Federal Law No. 8 of 1984, as amended, concerning commercial companies.

80 The following chart illustrates our operating structure by division, together with certain related financial and operating data, immediately following the completion of the Global Offering:

Emaar Properties PJSC(1) Public

84.6% 15.4%

Emaar Malls Group PJSC

Super Regional Malls Regional Malls Community Integrated Speciality Retail Retail • The Dubai Mall • The Dubai Marina • Souk Al Bahar Mall • Mohammed Bin Rashid • Total GLA: Boulevard • Gold & Diamond Park 3.7 million sq ft. • Total GLA: 426 thousand sq ft. • Dubai Marina Retail • Total GLA: • 2013 revenue: 740 thousand sq ft. AED 1,991 million • 2013 revenue: • Retail in Emaar AED 118 million residential communities •2013 revenue: • 2013 average rent per AED 127 million sq ft.: AED 490 • 2013 average rent per • Total GLA: sq ft.: AED 330 971 thousand sq ft. • 2013 average rent per sq ft.: AED 190 • 2013 revenue: AED 150 million • 2013 average rent per sq ft.: AED 251

Group Services and Other Activities

(central costs – central funding – other activities) 9SEP201416470193

(1) 70.78% owned by the public and 29.22% owned by the Investment Corporation of Dubai, (an entity wholly owned by the Government of Dubai). According to JLL, the Market Value of our properties (including the Fashion Avenue expansion) was AED 39,790 million as at 30 June 2014.

Our Operating Divisions The Super Regional Malls division • The Dubai Mall Overview The Dubai Mall is the largest shopping mall in the world by total built-up area (approximately 12.1 million sq ft.), and the sixth largest in the world by GLA (approximately 3.7 million sq ft.), according to Construction Week Online. According to the Strategic Plan 2020, one third of the world’s population lives within a four-hour flight radius and two thirds of the world’s population lives within an eight-hour flight radius of Dubai. Spread over four levels, The Dubai Mall has more than 1,000 main units, of which 26 are anchor stores, and more than 80 are international luxury fashion brands conveniently located in Fashion Avenue. The Dubai Mall’s retail units also include more than 40 high-end jewellery and watch brands, approximately 400 apparel and accessories stores and electronics retailers, and over 170 food and beverage outlets located throughout the mall and in two large food courts, including over 25 casual dining restaurants located on the Waterfront Promenade which enjoy views of the Dubai Fountain and Burj Khalifa. Opened in November 2008, The Dubai Mall was developed by Emaar Properties and is located in Downtown Dubai, Dubai, UAE.

81 The anchor retail tenants in The Dubai Mall include Galeries Lafayette, Bloomingdale’s, Level Shoe District, Paris Gallery, Kinokuniya, Waitrose, Bloomingdale’s Furniture Store, West Elm and Muji, Plug Ins Electronix and Debenhams. The other retail tenants of the mall include numerous internationally recognised brands, including a large number of international luxury brands, spanning apparel, jewellery, watches and accessories, with approximately 50% (by value) of all luxury goods sold in Dubai in 2013 having been sold in The Dubai Mall. Anchor leisure and entertainment tenants in The Dubai Mall include the Dubai Aquarium, one of the world’s largest indoor aquariums, which includes the world’s largest underwater zoo featuring a 270-degree walk-through tunnel. In addition, The Dubai Mall is home to Reel Cinemas (a 22 screen cineplex, which is the largest in Dubai in terms of number of screens and the leading cinema in Dubai by annual number of tickets sold), an Olympic-sized ice rink, SEGA Republic (an indoor theme park developed in conjunction with SEGA Corporation) and KidZania (a children’s ‘‘edutainment’’ centre). Through the reception area on the lower ground floor of The Dubai Mall, visitors can gain exclusive access to At The Top, Burj Khalifa, which provides 360-degree sweeping views from level 124 of the world’s tallest building and offers unparalleled vistas from the Gulf to the Arabian Desert and beyond. In 2014, The Dubai Mall also added two new and unique attractions: DubaiDino, a 155 million year old dinosaur exhibit (24.4 m long and 7.7 m high) and a full size Airbus A380 flight simulator. The Dubai Mall had the highest footfall among all shopping malls worldwide in each of 2011, 2012 and 2013, attracting 54 million, 65 million and 75 million visitors, respectively. For the six months ended 30 June 2014, The Dubai Mall had a total footfall of 40 million people. Set forth below is certain financial and operating information relating to the Super-Regional Malls division, all of which is attributable to The Dubai Mall:

Six months Year ended 31 December ended 30 June 2011 2012 2013 2013 2014 Rental income (AED millions) ...... 1,267 1,631 1,991 931 1,026 GLA occupancy rate ...... 93% 92% 99% 99% 99% Footfall (millions) ...... 54 65 75 38 40 Tenant sales (AED millions) ...... 8,847 10,929 13,983 7,298 8,604 In 2009, the rental income of The Dubai Mall was AED 902 million, the GLA occupancy rate was 79%, footfall was 31 million and tenant sales were a total of AED 3,451 million. In 2010, the rental income of The Dubai Mall was AED 1,093 million, the GLA occupancy rate was 90%, footfall was 47 million and tenant sales reached AED 6,162 million. According to JLL, the Market Value of The Dubai Mall was AED 29,650 million (representing 85% of the property portfolio, excluding the Fashion Avenue expansion) and AED 34,400 million (representing 87% of the property portfolio, including the Fashion Avenue expansion), in each case as at 30 June 2014.

Property Details The Dubai Mall is a four-level mall with a total GLA of approximately 3.7 million sq ft., 3.5 million sq ft. of which is dedicated to the mall’s more than 1,000 main units, with the remainder dedicated to specialty units, terraces and storage spaces. The Dubai Mall has a total built-up area of 12.1 million sq ft. and a gross floor area of 5.8 million sq ft. The Dubai Mall’s strategic design and its ‘‘racetrack’’ layout, with no dead ends and clear and wide thoroughfares, promotes free flowing footfall to all areas of the mall. Anchor tenants, both retail and leisure and entertainment, and distinctive visitor meeting places are strategically located in the mall to emphasise specific retail and entertainment offerings and enhance the atmosphere and overall retail experience. The Dubai Mall is divided into zones, with groups of tenants offering similar merchandise, including Fashion Avenue, High-End Jewellery & Watches, Leisure & Entertainment, and Electronics, among others. Vertical circulation is optimised through the provision of more than 250 escalators and elevators throughout the mall. There are 26 entrances to the mall, including nine on the lower ground level, nine on the ground level, four on the first level and four on the second level. The Dubai Mall is open from 10am to 10pm Sunday to Wednesday, and from 10am to 12 midnight Thursday to Saturday. It also remains open for extended hours until 2am during certain public holidays and shopping festivals.

82 Location, Transport Links and Parking The Dubai Mall is located within, and forms part of, Emaar Properties’ Downtown Dubai development, which is located along the Sheikh Zayed Road, the main highway in Dubai. The Downtown Dubai development is an approximately 21.5 million sq ft. integrated mixed-use development combining commercial, residential, hotel, entertainment, shopping and leisure outlets with six acres of parkland, a 12 hectare man-made lake and the Dubai Fountain, which is one of the world’s largest dancing fountains. As well as it being the primary work location for more than 75 thousand individuals, there are more than 10 hotels and serviced residences located in Downtown Dubai, including The Address Dubai Mall (a 244-room five star hotel and 453 serviced residences), to which The Dubai Mall is attached, and The Address Downtown Dubai (a 196-room five star hotel and 628 serviced residences), which is adjacent to the mall. The Downtown Dubai development had an estimated population of more than 100 thousand residents as at 31 December 2013. The Downtown Dubai development is bordered by the Business Bay, another master development under construction to the north. To the west of the Downtown Dubai development is the DIFC area, which has grown to be a significant international financial centre and was home to more than 1,000 active registered companies as at 31 December 2013. The Dubai Mall is easily accessible by car via Sheikh Zayed Road, Al Khail Road and Doha Street, which was rebuilt as a two-level road in April 2009 to provide direct access to the mall. It has more than 14,000 covered parking spaces across three car parks, with a further 4,000 spaces currently under construction by Emaar Properties. The mall also provides visitors with valet services and a dedicated VIP parking/arrival area. In 2013, a purpose-built tourist bus arrival area was opened at the front of The Dubai Mall for the exclusive use of the mall’s tourism partners and to enhance the arrival experience of our international visitors. This arrival area welcomes over 250 thousand tourist visitors monthly, and hosts over 2,000 tour buses weekly that arrive from many tour operators and hotels in Dubai. The Dubai Mall also provides visitors arriving via the Dubai Metro service with a state-of-the-art, fully air conditioned 820-metre long Metro Link bridge connected to The Dubai Mall from the Burj Khalifa Metro Station. This link bridge includes five sets of 120-metre long travellators, in addition to a range of retail and dining outlets, and is currently used by more than 30 thousand visitors daily. The Dubai Mall operates, in collaboration with the Dubai Roads and Transport Authority, two taxi pick-up and arrival points for the convenience of its visitors.

Tenants General The Dubai Mall classifies main unit tenants as follows: (i) anchor retail tenants; (ii) anchor leisure and entertainment tenants; (iii) anchor medical centre tenants; (iv) retail tenants; (v) non-anchor leisure and entertainment tenants; and (vi) food and beverage tenants. Anchor tenants, whether retail, leisure and entertainment or medical, are those tenants leasing units of 20,000 sq ft. or more. In the period from 2011 to 2013, anchor tenants contributed approximately 16% of the rental income of The Dubai Mall. The Dubai Mall’s more than 1,000 main units comprise a total GLA of approximately 3.5 million sq ft. Its GLA occupancy rates were 93%, 92% and 99% in 2011, 2012 and 2013, respectively, and 99% in the six months ended 30 June 2014. The Dubai Mall’s average rent per square foot was AED 349/sq ft., AED 432/sq ft. and AED 490/sq ft. in 2011, 2012 and 2013, respectively, and AED 502/sq ft. in the six months ended 30 June 2014. As at 30 June 2014, The Dubai Mall had: • 20 anchor retail tenants, together occupying a GLA of approximately 1.1 million sq ft. (30% of total GLA), including Galeries Lafayette, Bloomingdale’s, Level Shoe District, Paris Gallery, Kinokuniya, Waitrose, Bloomingdale’s Furniture Store, West Elm and Muji, Plug Ins Electronix and Debenhams; • five anchor leisure and entertainment tenants (Dubai Aquarium and Underwater Zoo, the Dubai Ice Rink, SEGA Republic, Reel Cinemas and KidZania), together occupying 308 thousand sq ft. of GLA (8% of total GLA); • one anchor medical centre tenant, The Dubai Mall Medical Centre, operated by Emirates Health Group, occupying 62 thousand sq ft. of GLA (2% of total GLA);

83 • 824 retail tenants and five non-anchor leisure and entertainment tenants, together occupying 1.7 million sq ft. of GLA (46% of total GLA); and • over 170 food and beverage tenants, together occupying 361 thousand sq ft. of GLA (10% of total GLA).

Retail tenants At The Dubai Mall, we classify our retail tenants into the following five retail categories according to their product offering: Apparel & Accessories, Fashion Avenue, High-End Jewellery & Watches, Food & Beverage and Others. The table below sets out certain operational information related to the leases of the tenants in these retail categories:

As at 30 June 2014 Weighted Occupied Turnover rent average lease Renewal GLA(1) (‘000 sq ft.) range term (years) rates(2) Apparel & Accessories ...... 916 7–15% 2.3 28% Fashion Avenue ...... 233 2–15% 1.3 51% High-End Jewellery&Watches ...... 95 5–15% 1.6 38% Food & Beverage ...... 362 10–20% 2.0 23% Others ...... 1,927 0–35% 4.2 28%

Notes: (1) Only the GLA of main units is included. (2) For leases expiring between 1 January 2014 and 31 December 2014. Between 1 January and 30 June 2014, we renewed 214 out of 402 leases of tenants at The Dubai Mall due to expire during 2014, which represented a GLA in excess of 500 thousand sq ft., and achieved an increase in the aggregate contractual base rent for the first year of the new leases relative to the aggregate contractual base rent in 2013 for these leases of approximately 31%. We also increased the turnover rent percentages (by between 0.5% and 5%) for approximately 45% of these renewed leases. The table below sets out the total rent and average rent per square foot for each of the five categories of tenants at The Dubai Mall.

Total rent Average rent per sq ft. 30 June 30 June 30 June 30 June 2011 2012 2013 2013 2014 2011 2012 2013 2013 2014 (AED m) (AED/sq ft.) Apparel and Accessories ...... 355416501 245 269 383 456 550 552 587 Fashion Avenue ...... 135204254 122 113 584 882 1,100 1,050 973 High-End Jewellery and Watches .... 96138183 67 72 1,008 1,444 1,926 1,402 1,501 Food and Beverage ...... 173200220 109 125 462 556 609 660 692 Others ...... 381456559 258 303 205 237 289 271 314 Among the categories of tenants in the table above, in 2013, the Fashion Avenue and High-End Jewellery and Watches had the highest average rent per square foot at AED 1,100 per sq ft. and AED 1,926 per sq ft., respectively. This reflects the strong sales performance of these two categories relative to their respective occupied GLA, and also results in their low occupancy cost ratios, as illustrated in the table below.

Tenant sales Occupancy cost ratio 30 June 30 June 30 June 30 June 2011 2012 2013 2013 2014 2011 2012 2013 2013 2014 (AED m) (%) Apparel and Accessories ...... 2,018 2,503 3,351 1,747 2,036 18% 17% 15% 14% 13% Fashion Avenue ...... 1,820 2,260 2,557 1,396 1,582 7% 9% 10% 9% 7% High-End Jewellery and Watches . . . 1,094 1,429 2,028 1,082 1,373 9% 10% 9% 6% 5% Food and Beverage ...... 927 1,126 1,173 593 727 19% 18% 19% 18% 17% Others ...... 2,989 3,612 4,874 2,480 2,886 13% 13% 11% 10% 10%

84 Set forth below is certain information regarding the top 10 tenants (excluding the anchor medical centre tenant and anchor leisure and entertainment tenants) of The Dubai Mall, by GLA of main units leased, as at 30 June 2014.

% of total Tenant Total area leased main (trading name) Description leased (sq ft.) unit GLA Galeries Lafayette ...... Department Store 192,139 5% Bloomingdale’s ...... Department Store 146,023 4% Level Shoe District ...... Apparel and Accessories 96,398 3% Paris Gallery ...... Department Store 85,102 2% Kinokuniya ...... Books and Stationary 68,847 2% Waitrose ...... Supermarket 55,304 2% Bloomingdale’s Furniture Store ...... Furnishings 55,120 2% West Elm/Muji ...... Furnishings 40,667 1% Plug Ins Electronix ...... Electronics 38,933 1% Debenhams ...... Department Store 36,575 1% The top 10 tenants in The Dubai Mall, by GLA of main units leased, accounted for 12% of total sales at The Dubai Mall, 7% of total main unit rental income and had a weighted average lease term of 7.4 years as at 30 June 2014. In Dubai, certain large retail groups own the franchise rights to numerous international brands. Several of these retail groups lease multiple units within The Dubai Mall. The table below sets forth certain information regarding the top 10 retail groups leasing units in The Dubai Mall, measured by GLA of main units leased at The Dubai Mall for the six months ended 30 June 2014:

% of total % of total leased rental Number of Total area main unit income for Group name Examples of tenants units leased (sq ft.) GLA main units Emaar Retail L.L.C...... KidZania; Dubai Ice Rink 5 308,058 9% 2% M.H. Alshaya ...... H&M; Debenhams 44 304,491 9% 10% Al Tayer ...... Bloomingdale’s; Gucci 35 290,561 8% 6% Chalhoub ...... Louis Vuitton; Sephora 43 202,755 6% 9% French Department ...... Galeries Lafayette 2 201,846 6% 1% Landmark International ..... Steve Madden 24 123,291 3% 3% Azadea ...... Zara; Massimo Dutti 17 118,194 3% 5% Al Fahim Enterprises ...... Paris Gallery; Salvatore 7 109,348 3% 2% Ferragamo Al Futtaim ...... Marks and Spencer; Guess 9 90,744 3% 2% RSH Middle East ...... Adidas; Reebok 18 72,247 2% 2% Total ...... 204 1,821,535 51% 41%

To diversify our tenant base, we seek to ensure that no retail group accounts for more than 10% of the main unit GLA of The Dubai Mall. The top 10 retail groups, by GLA of main units leased, accounted for 47% of the total sales of The Dubai Mall in 2013 and had a weighted average lease term of 4.9 years as of 30 June 2014.

Anchor leisure and entertainment tenants and attractions The Dubai Mall’s five anchor leisure and entertainment tenants together accounted for approximately 9% of the mall’s leased main unit GLA as at 31 December 2013. Emaar Retail, a subsidiary of Emaar Properties, leases space for each of the five anchor leisure and entertainment tenants from The Dubai Mall on an arm’s length basis. The anchor leisure and entertainment tenants, together with the Burj Khalifa and Dubai Fountain, two of the principal attractions accessed through The Dubai Mall, are described below. • Reel Cinemas (105 thousand sq ft. by GLA) is a 22-screen cineplex with more than 2,800 seats averaging 127 seats per screen. It is the largest cinema in Dubai by the number of screens and the leading cinema in Dubai in terms of annual ticket sales. It occupies a GLA of 104,772 sq ft. on the second floor of the mall and includes the Picturehouse, which screens critically acclaimed art-house films, as well as Platinum Movie Suites, which provide a VIP experience. The cinema is owned and

85 operated by Reel Entertainment, a subsidiary of Emaar Retail. There is a consultancy agreement with Cathay Cineplexes Pte Ltd to provide operations advice as requested. The total number of visitors to Reel Cinemas in 2013 was 2,981,124. • SEGA Republic (76 thousand sq ft. by GLA) is an indoor theme park located across two floors of the mall. SEGA Republic features five entertainment zones, with 14 main rides and more than 170 amusement games. The Redemption Zone has one of the largest selections of prize redemption games in the region, with a broad range of winnable merchandise for all ages. Other zones include the Speed Zone, Cyberpop Zone, Adventure Zone and Sports Zone. The entrance to Sega Republic is located on the second floor of The Dubai Mall. SEGA Republic is operated by Emaar Retail under a franchise agreement with SEGA Corporation. The total number of visitors to SEGA Republic in 2013 was 1,191,960. • KidZania (49 thousand sq ft. by GLA) is an award-winning ‘‘edutainment’’ centre, where children can experience the adult world in an interactive environment. It is a model city scaled to size for children, which allows children to learn different jobs, take different modes of transportation in and around the city, and earn play money. The city includes areas for services, residences, cultural, industrial, media, restaurants and retail. It is operated by Emaar Retail under a franchise agreement with KidZania Mexico. The total number of visitors to KidZania in 2013 was 527,907. • The Dubai Ice Rink (42 thousand sq ft. by GLA) is a multi-purpose venue comprising an Olympic-size ice rink, as well as spectator seating, a cafe and a skate shop. The facility offers 1,800 pairs of skates imported from a leading Italian manufacturer and made to fit children and adults of all ages and foot sizes. The Dubai Ice Rink hosts themed nights, Learn-to-Skate programmes, figure skating lessons and hockey matches. It uses refrigeration plant technology to produce 1.5 inches (38 millimetres) of ice bed, almost three times the thickness of a National Hockey League ice rink. The advanced technology used at the Dubai Ice Rink ensures that the consistency of the ice bed is maintained at all times. By incorporating the refrigerator technology of pushing in glycol through a network of pipes, and monitoring the cooling over a period of five to six days, the 38 millimetre ice bed is designed to withstand multiple activities in a safe environment. The Dubai Ice Rink has a capacity of up to 2,000 guests when converted into a multi-functional hall and features a world-class multimedia system, including a 2010 metre LED screen. The Dubai Ice Rink is operated by Emaar Retail. The total number of visitors to the Dubai Ice Rink in 2013 was 322,614. • The Dubai Aquarium & Underwater Zoo (36 thousand sq ft. by GLA) is located strategically in the centre of the mall, extending over three floors, with the zoo located on the top level. The Dubai Aquarium is one of the largest indoor aquariums of its kind in the world, measuring 512011 metres in size. The main viewing panel holds the Guinness World Record for the world’s ‘‘Largest Acrylic Panel’’, providing visitors clear views into the 10 million litre aquarium from three levels of The Dubai Mall. Visitors can also walk through the aquarium tunnel, which affords 270-degree views of the tank from within. The aquarium holds more than 33,000 marine animals, comprising over 70 species, including 400 sharks and rays. Cage snorkelling and shark dives are available in the main aquarium tank. The Dubai Aquarium and Underwater Zoo includes a gift and souvenir shop and also provides educational programmes for students. The Dubai Aquarium and Underwater Zoo is operated by Emaar Retail, a subsidiary of Emaar Properties. Aquamarine Operations and Management provides management support and advice under a consultancy agreement. The total number of visitors to the Dubai Aquarium and the Underwater Zoo in 2013 was 1,148,141. • Burj Khalifa, which is owned and operated by Emaar Properties, is the world’s tallest building. Visitors to The Dubai Mall can purchase tickets for exclusive access to At The Top, the world’s highest observatory deck with an outdoor terrace, on the 124th level, from a dedicated reception desk located on the lower ground floor area of the mall. In 2013, 1.87 million tickets were sold at The Dubai Mall to access At The Top, and, on New Year’s Eve 2013, Burj Khalifa and The Dubai Mall together welcomed over 1.7 million visitors. • The Dubai Fountain, which is owned and operated by Emaar Properties, is one of the world’s largest dancing fountains, with 6,600 lights, water jets and laser projections choreographed to themed music, is adjacent to The Dubai Mall. Spanning a length of over 275 metres, the fountain’s powerful water nozzles can shoot water to a height of up to 150 metres, equivalent to the height of a 45-storey building.

86 Visitors Footfall levels Footfall is the measure of visitors to The Dubai Mall during a given period. Consistent with industry- standard methodology, footfall is measured using sensors at every entry and exit point to The Dubai Mall. Footfall is then calculated by dividing the total number of people entering and exiting the mall by two. Annual footfall for The Dubai Mall grew at a CAGR of 17% over the past three years, from 54.3 million in 2011 to 64.5 million in 2012 and 74.8 million in 2013. In the six months ended 30 June 2014, The Dubai Mall had a footfall of 40 million. The following tables set forth The Dubai Mall’s average monthly footfall for 2011, 2012 and 2013 and the six months ended 30 June 2013 and 2014, as well as the monthly footfall highs and lows in each of those periods:

Year ended 31 December Change 2011 2012 2013 2011/2012 2012/2013 (millions) (%) Monthly average ...... 4.5 5.4 6.2 20% 15% Monthly high ...... 5.7 6.4 7.5 12% 17% Monthly low ...... 3.4 4.5 4.7 32% 4%

Six months ended 30 June Change 2013 2014 2013/2014 (millions) (%) Monthly average ...... 6.4 6.6 3% Monthly high ...... 7.5 7.6 2% Monthly low ...... 5.9 6.1 3% Footfall levels vary during the year based on general seasonal trends, holidays and other events. For example, during Eid al-Adha and Eid al-Fitr (the two main religious holidays observed in Islam), many tourists from other GCC countries spend their holiday in Dubai. In 2013, the average daily footfall was 347 thousand visitors during Eid al-Adha (measured from 14 to 16 October) and 342 thousand visitors during Eid al-Fitr (measured from the 8 to 10 August), as compared to the annual daily average during 2013 of 205 thousand visitors. On a monthly basis, the highest footfall levels during 2013 were observed in January at 7.5 million visitors, partly driven by the popularity of the Dubai Shopping Festival, and the lowest in July at 4.7 million visitors, which was the low season in Dubai due to Ramadan.

Customer profile The Dubai Mall collects information on the nationality of customers during the two main promotional shopping seasons each year, the Dubai Shopping Festival and Dubai Summer Surprises, during holidays such as Eid al-Fitr and Eid al-Adha, as well as during other key promotional campaigns.

87 Set forth below is certain information regarding the profile by the country of residence of visitors to the mall during 2012 and 2013 based on information voluntarily provided by visitors. Therefore, this information may not be fully representative of The Dubai Mall’s overall customer profile.

Year ended 31 December 2012 Total Country of residence(1) spending Visit count Contribution Basket size(2) (AED) % (AED) United Arab Emirates ...... 16,196,560 4,172 18% 3,882 Saudi Arabia ...... 12,019,617 3,643 13% 3,299 India ...... 10,724,984 3,736 12% 2,871 China ...... 9,046,193 681 10% 13,284 Russian Federation ...... 4,413,258 949 5% 4,650 Kuwait ...... 3,380,374 889 4% 3,802 Philippines ...... 2,984,036 1,600 3% 1,865 Egypt ...... 2,687,388 1,220 3% 2,203 Iran ...... 2,352,780 739 3% 3,184 Syrian Arab Republic ...... 2,351,985 734 3% 3,204 Total ...... 66,157,175 18,363 71%

Year ended 31 December 2013 Total Country of residence(1) spending Visit count Contribution Basket size(2) (AED) % (AED) China ...... 39,327,601 2,325 15% 16,915 United Arab Emirates ...... 38,183,035 10,614 15% 3,597 Saudi Arabia ...... 32,796,190 10,822 13% 3,031 India ...... 26,654,402 9,572 10% 2,785 Russian Federation ...... 9,733,340 2,214 4% 4,396 Qatar ...... 8,036,254 943 3% 8,522 Kuwait ...... 7,691,914 1,888 3% 4,074 Egypt ...... 6,874,095 2,962 3% 2,321 Philippines ...... 6,810,358 3,584 3% 1,900 Jordan ...... 6,697,304 2,508 3% 2,670 Total ...... 182,804,493 47,432 70%

Notes: (1) Country of residence is reported by visitors on raffle coupons filled out during promotions. (2) Basket size is reported by visitors on raffle coupons filled out during promotions, and is the amount of total spend reported on these coupons.

Development, Construction and Expansion Plans The Dubai Mall was developed by Emaar Properties, designed by DP Architects Pte. Ltd. and built by a joint venture between Dutco Balfour Beatty and Al Ghandi Consolidated Contractors Co. The total cost of development of The Dubai Mall was approximately AED 6.5 billion. The Dubai Mall opened on 4 November 2008. During 2011, we redeveloped the Gold Souk area of the mall to create a more accessible shopping area, improve footfall and to allocate space to Level Shoe District, which is now one of our largest anchor tenants by leased GLA, at a total cost of AED 32 million. We are currently undertaking a major expansion of Fashion Avenue, The Dubai Mall’s destination shopping area for international luxury fashion brands. This project is expected to add a further 600 thousand sq ft. of GLA to Fashion Avenue, which can accommodate over 200 stores for some of the world’s top luxury brands, further enhancing the fashion portfolio of The Dubai Mall. It is expected to be completed in 2016.

88 Competition The Dubai Mall competes with other retail centres within Dubai and in other Emirates, including, primarily: • The Mall of the Emirates. The Mall of the Emirates is located 12 km from The Dubai Mall and 8 km from the Dubai Marina Mall. It is operated by MAF Group and was developed as a destination shopping mall. It includes Carrefour, Harvey Nichols and Debenhams as anchor tenants, as well as many major fashion brands, licensed bars and attractions, such as an indoor ski centre, Ski Dubai. The Mall of the Emirates opened in September 2005 and has a GLA of 2.5 million sq ft. and approximately 440 main units. In 2013, the Mall of Emirates had an estimated 49 million visitors. • Mirdif City Centre. Mirdif City Centre is located 18 km from The Dubai Mall and 27 km from the Dubai Marina Mall. It is operated by MAF Group and is a super-regional shopping mall with anchor tenants such as Carrefour, CineStar Cinemas, Playnation, Debenhams and Fitness First. It also features an indoor sky-diving centre, iFly Dubai, and several other leisure and entertainment attractions. It opened in March 2010 and has a GLA of 2.1 million sq ft., with over 430 main units. In 2013, Mirdif City Centre had an estimated 17 million visitors. • Deira City Centre. Deira City Centre is located approximately 11 km from The Dubai Mall and approximately 30 km from the Dubai Marina Mall. It was opened in 1995 as the original flagship mall for the MAF Group (combining retail and entertainment). Deira City Centre features the City Centre hotel and residence which is managed by Pullman. It has a total GLA of approximately 1.9 million sq ft., with 355 main units, including anchor stores Carrefour, VOX Cinemas, Debenhams, Paris Gallery, Sharaf DG, Marks & Spencer, H&M and Zara. In 2013, Deira City Centre had an estimated 30 million visitors. • Dubai Festival City. Dubai Festival City is located approximately 10 km from The Dubai Mall and approximately 19 km from the Dubai Marina Mall. It is operated by Al-Futtaim Group and opened in 2007. It is a mixed-use development, including retail, hospitality and commercial spaces. Dubai Festival City has a GLA of approximately 2 million sq ft., and includes approximately 400 main units, with anchor stores such as IKEA, Marks & Spencer, Toys R Us, Paris Gallery, Grand Cinemas, Hyper Panda hypermarket and Ace Hardware, and also features Trader Vic’s and Hard Rock Cafe.´ In 2013, Dubai Festival City had an estimated 32 million visitors. As a super-regional mall, The Dubai Mall also competes with other super regional malls worldwide. Set forth below is a comparison of The Dubai Mall with other international super-regional malls, in terms of footfall.

Footfall(1) (per annum, millions) The Dubai Mall ...... 75 Les Quatre Temps ...... 46 Mall of America ...... 40 Stratford Centre ...... 39 Le Forum des Halles ...... 38 Part Dieu ...... 34 West Edmonton Mall ...... 31 Intu Trafford Centre ...... 30 White City Centre ...... 30

Note: (1) Footfall data is for 2013. Source: company reports.

The Regional Malls division • Dubai Marina Mall Overview The Dubai Marina Mall is home to a wide range of exciting and well-known international brands. Located on the Dubai Marina water’s edge, with 147 main units, including 30 food and beverage outlets, the Dubai

89 Marina Mall offers a mix of fashion, dining, specialty stores and entertainment. The Dubai Marina Mall has one anchor retail tenant, Waitrose, and two leisure and entertainment tenants, Reel Cinemas, which is an anchor tenant, and Favourite Things Mother & Child. Tenants of the mall include a number of other internationally recognised brands, including New Look, Sephora and Boots. The Dubai Marina Mall is located in the Dubai Marina District in Dubai, UAE. It opened in December 2008 and has a total GLA of 426 thousand sq ft. (including Pier 7). Its GLA occupancy rates were 86%, 93% and 98% in 2011, 2012 and 2013, respectively, and 95% in the six months ended 30 June 2014. Set forth below is certain financial and operating information relating to the Regional Malls division, all of which is attributable to the Dubai Marina Mall:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 Rental income (AED millions) ...... 82 108 118 55 71 GLA occupancy rate ...... 86% 93% 98% 98% 95% Footfall (millions) ...... 3.8 5.2 5.8 3.1 3.3 Tenant sales (AED millions) ...... 441 603 714 369 430 According to JLL, as at 30 June 2014, the Dubai Marina Mall (including Pier 7) had a Market Value of AED 1,587 million.

Property Details The Dubai Marina Mall is a four-level mall with a total GLA of 426 thousand sq ft. (including Pier 7). The Dubai Marina Mall has a gross floor area of approximately 3.7 million sq ft. The Dubai Marina Mall’s open-plan design and clear and wide thoroughfares encourage free-flowing footfall to all areas of the mall. Anchor tenants and distinctive visitor meeting places are strategically located in the mall to emphasise specific retail and entertainment offerings and enhance the atmosphere and overall retail experience. Vertical circulation is optimised through the provision of seven escalators and six lifts throughout the mall. There are seven entrances to the mall, three on the promenade level, two on the ground level and two on the second level, with two of those entrances linked to public transportation. The Dubai Marina Mall has recently been extended by the opening of Pier 7, a seven-storey 87 thousand sq ft. tower offering 360-degree views of the marina and of the Dubai skyline. Pier 7 is a culinary destination, which is fully licensed and is home to seven different and distinct restaurant concepts. The Dubai Marina Mall is open from 10am to 10pm Saturday to Wednesday, and from 10am to 12 midnight on Thursday and Friday.

Location, Transport Links and Parking The Dubai Marina Mall is located on the water’s edge in the heart of Dubai Marina District in Dubai, UAE. Dubai Marina is a 50 million sq ft. integrated mixed-use commercial, residential, entertainment, shopping and leisure development, with 11 km of waterfront boardwalk, residential towers, retail and hotels. The Dubai Marina Mall benefits from a catchment area of over 120 thousand residents, a waterfront location and proximity to two of our Community Integrated Retail properties, the Marina Walk and the Marina Promenade, as well as other waterfront landmarks, which enhance a ‘‘lifestyle’’ shopping experience. It is adjacent to the Marina Plaza, a 28-storey commercial tower, and The Address Dubai Marina Hotel & Serviced Residences, a 200-room five star luxury hotel, with over 440 luxury apartments, and is situated within close proximity to the Jumeirah Beach Residences and Jumeirah Lake Towers, among other residential communities. The Dubai Marina Mall is accessible via Sheikh Zayed Road, Dubai’s main highway, is within 400 metres of the Jumeirah Lakes Towers metro station and is also accessible by public buses and taxis. The Dubai Mall free shuttle bus stops at the nearby The Address Dubai Marina Hotel three times a day. The Dubai Marina Mall adjoins a car park offering more than 2,000 parking spaces across 10 levels and offers valet services.

90 Tenants General The Dubai Marina Mall classifies main unit tenants as follows: (i) anchor retail tenants; (ii) anchor leisure and entertainment tenants; (iii) retail tenants; and (iv) food and beverage tenants. Anchor tenants, whether retail or leisure and entertainment, are those tenants leasing units of 20,000 sq ft. or more. In the period from 2011 to 2013, anchor tenants contributed approximately 8% of the rental income of the Dubai Marina Mall. The total GLA of the Dubai Marina Mall is 426 thousand sq ft. (including Pier 7), with approximately 147 main units. Its GLA occupancy rates were 86%, 93% and 98% in 2011, 2012 and 2013, respectively, and 95% in the six months ended 30 June 2014. The Dubai Marina Mall’s average rent was AED 275/sq ft., AED 332/sq ft. and AED 330/sq ft. in 2011, 2012 and 2013, respectively, and AED 354/sq ft. in the six months ended 30 June 2014. As at 30 June 2014, approximately 145 main units were occupied and the Dubai Marina Mall had one anchor retail tenant, Waitrose, one anchor leisure and entertainment tenant, Reel Cinema, 115 retail tenants and approximately 30 food and beverage tenants. Pier 7 currently has seven food and beverage tenants. As at 31 December 2013, Apparel and Accessories tenants comprised 42% of GLA in the Dubai Marina Mall, with Food and Beverage, Anchor Tenants, Jewellery and Other tenants comprising 21%, 16%, 1% and 20% of GLA, respectively.

Retail tenants Set forth below is certain information regarding the top 10 tenants (excluding anchor leisure and entertainment tenants) of the Dubai Marina Mall, which together represented 20% of the Dubai Marina Mall’s total rental income, by GLA of main units leased, as at 30 June 2014:

% of total Tenant Total area leased main (trading name) Description leased (sq ft.) unit GLA Waitrose ...... Supermarket 26,114 7% Favourite Things Mother & Child ...... Entertainment 10,316 3% H&M...... Apparel & Accessories 9,933 3% Iconic ...... Apparel & Accessories 8,981 2% H&M...... Apparel & Accessories 8,927 2% Jashanmal ...... Department Store 8,701 2% New Look ...... Apparel & Accessories 8,699 2% Atelier M ...... Food & Beverage 7,402 2% Cargo ...... Food & Beverage 7,402 2% Stables ...... Food & Beverage 7,386 2% The table below sets forth information regarding the top 10 retail groups (excluding anchor leisure and entertainment) leasing units at the Dubai Marina Mall, measured by GLA of main units leased at the Dubai Marina Mall for the six-month period ended 30 June 2014:

% of total Number of Total area leased main % of total Group name Examples of tenants units leased (sq ft.) unit GLA rent M.H. Alshaya Co...... Starbucks, H&M 11 33,690 9% 10% Landmark International . . Steve Madden, Reiss 9 29,380 8% 8% RSH Middle East ...... Adidas, Quicksilver 13 25,715 7% 8% LIWA Trading ...... Suite Blanco, La Senza 4 11,771 3% 3% Al Tayer ...... Cafe´ Nero, Bobby Brown 5 10,853 3% 4% Jawad Outfit ...... Monsoon, Hush Puppies 6 8,115 2% 2% Apparel ...... Tommy Hilfiger, Aldo 5 7,749 2% 3% Azadea ...... Gymboree, Mango 3 5,087 1% 2% Chalhoub ...... Sephora, L’Occitane 2 4,477 1% 2% Gourmet Gulf ...... Gourmet Burger Kitchen, Yo Sushi 2 4,407 1% 2% Total ...... 60 141,244 38% 43%

91 Anchor leisure and entertainment tenant The Dubai Marina Mall’s anchor leisure and entertainment tenant, Reel Cinemas, accounted for approximately 8% of the mall’s occupied main unit GLA as at 30 June 2014. Reel Cinemas (29 thousand sq ft. by GLA) is a six-screen luxury boutique cinema with more than 540 seats averaging approximately 90 seats per screen. The cinema is owned by Reel Entertainment, a subsidiary of Emaar Retail, and is operated by Cathay Cineplexes Pte Ltd. under a management agreement with Emaar Retail. The total number of visitors to Reel Cinemas in 2013 was 365,661.

Visitors Footfall levels Annual footfall for the Dubai Marina Mall grew at a CAGR of 23% over the past three years, from 3.8 million in 2011 to 5.8 million in 2013. In the six months ended 30 June 2014, the Dubai Marina Mall had a footfall of 3.3 million. The following tables set forth the Dubai Marina Mall’s average monthly footfall for 2011, 2012 and 2013 and the six months ended 30 June 2013 and 2014, as well as the footfall monthly highs and lows in each of those periods:

Year ended 31 December Change 2011 2012 2013 2011/2012 2012/2013 (thousands) (%) Monthly average ...... 318 436 485 37% 11% Monthly high ...... 403 505 612 25% 21% Monthly low ...... 229 365 339 59% (7)%

Six months ended 30 June Change 2013 2014 2013/2014 (thousands) (%) Monthly average ...... 519 549 6% Monthly high ...... 613 601 (2)% Monthly low ...... 444 439 (1)% As with The Dubai Mall, footfall levels in the Dubai Marina Mall vary throughout the year. In 2013, the average daily footfall was 22 thousand visitors during Eid al-Adha (measured from the 14th to the 16th of October) and 17 thousand visitors during Eid al-Fitr (measured from the 8th to the 10th of August), as compared to the annual daily average during 2013 of 15 thousand visitors. On a monthly basis, the highest footfall levels during 2013 were observed in December at 0.6 million visitors, and the lowest in July at 0.3 million visitors, which was the low season in Dubai due to Ramadan.

Development and Construction The Dubai Marina Mall was developed by Emaar Properties, designed by DP Architects Pte Ltd and built by ALEC. The total cost of development of the Dubai Marina Mall was approximately AED 975 million. The Dubai Marina Mall opened on 22 December 2008.

Competition The Dubai Marina Mall competes with other regional malls and community integrated retail properties in Dubai, including; • Ibn Battuta Mall. Ibn Battuta Mall is located next to Jebel Ali Gardens (a residential community) and on the road connecting Dubai and Abu Dhabi, 24 km from The Dubai Mall and 4 km from the Dubai Marina Mall. The mall is located near the new Sheikh Maktoum International Airport. Phase 2 of the Ibn Battuta Mall is currently being developed and is focused on providing attractions such as a water- based family entertainment attraction and refinements to the mall’s leasing strategy. Ibn Battuta Mall opened in January 2005 and has a GLA of 1.1 million sq ft. and approximately 270 main units, including anchor tenant Geant, with an average store size of over 4,000 sq ft.

92 • The Walk @ JBR. The Walk @ JBR is a two-level outdoor strip centre located 20 km from The Dubai Mall and 1 km from the Dubai Marina Mall. The shopping strip is located within a residential community, on the beach with waterfront sea and marina views and in close proximity to several hotels. Zadig et Voltaire, Saks Fifth Avenue and Aiyanna of London are some of its major tenants. Out of the 330 stores, 130 are dedicated to casual dining and fast food. The Walk @ JBR opened in August 2008 and has a GLA of 726 thousand sq ft. • The Beach @ JBR. The Beach @ JBR is located on the beachfront adjacent to Jumeira Beach Residence, approximately 20 km from The Dubai Mall and 1 km from the Dubai Marina Mall, with new retail, food and beverage and entertainment outlets. It is formed around a pedestrian esplanade that runs between four plazas from the Sheraton Hotel to the Hilton Hotel. There is a 1,200 car park alongside the complex, as well as a valet parking service.

The Community Integrated Retail division The Community Integrated Retail division comprises 30 community shopping centres and other retail space in various residential communities developed by Emaar Properties, and accounted for 6% of our rental income in 2013. The principal properties included within this division are: • the Downtown Dubai retail development (excluding The Dubai Mall and Souk Al Bahar), which includes a number of community integrated retail properties with a total GLA of approximately 539 thousand sq ft. and a GLA occupancy rate of 63% in 2013 and 74% in the six months ended 30 June 2014 (the occupancy rate as at 30 June 2014 based on signed leases was 88%), as well as other retail properties in the Downtown Dubai area. This development includes 434 units in total, of which 183 are main units. For the six months ended 30 June 2014, it had an average rent per square foot of AED 292/sq ft. and generated AED 38 million in rental income. Food and beverage tenants comprised 65% of total main units GLA in this development, with health and beauty, supermarkets and groceries and other tenants comprising 7%, 7% and 21%, respectively, as of 30 June 2014; • the Dubai Marina retail development, including the Marina Walk, Marina Promenade and other properties with a total GLA of over 247 thousand sq ft. and a GLA occupancy rate of 71% in 2013 and 82% in the six months ended 30 June 2014 (the occupancy rate as at 30 June 2014 based on signed leases was 95%). This development includes 279 units in total, of which 76 are main units. For the six months ended 30 June 2014, it had an average rent per square foot of AED 293/sq ft. and generated AED 23 million in rental income. Food and beverage tenants comprised 68% of total main units GLA in this development, with health and beauty, supermarkets and groceries and other tenants comprising 12%, 11% and 9% of main units GLA, respectively, as of 30 June 2014; • community shopping centres, such as Arabian Ranches and The Greens. These developments include approximately 200 units in total, of which approximately 85 are main units. As of 30 June 2014, they had an average rent per square foot of AED 243/sq ft. and in the six months ended 30 June 2014 they generated AED 28 million in rental income. Food and beverage tenants comprised 26% of total main units GLA in this development, with health and beauty, supermarkets and groceries and other tenants comprising 11%, 34% and 29% of main units GLA, respectively, as of 30 June 2014; and • community shopping centres currently under construction, such as Arabian Ranches II and Springs Village. Our community integrated retail properties feature supermarkets, restaurants and fitness clubs, day-care facilities and clinics, and cater to the needs of residents in the surrounding areas. In aggregate, these properties have approximately 350 retail units, including 162 food and beverage units, and a total GLA of approximately 971 thousand sq ft. The GLA occupancy rates for these properties were 68%, 64% and 73% in 2011, 2012 and 2013, respectively, and 81% in the six months ended 30 June 2014. The average rent per square foot across the properties in our Community Integrated Retail division was AED 205/sq ft., AED 246/sq ft. and AED 251/sq ft. in 2011, 2012 and 2013, respectively, and AED 278/sq ft. in the six months ended 30 June 2014. Aggregate annual footfall for these properties grew from 12 million in 2011 to 13 million in 2012 and to 15 million in 2013. In the six months ended 30 June 2014, the Community Integrated Retail division had a footfall of 8 million.

93 Set forth below is certain financial information relating to the Community Integrated Retail division:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Rental income ...... 89 105 150 60 89 Tenant sales ...... 442 542 708 386 472 According to JLL, as at 30 June 2014, the Community Integrated Retail division had a Market Value of AED 2,440 million (including developments under construction) and AED 2,240 million (excluding developments under construction). The following community integrated retail developments are currently under construction: • Arabian Ranches II will be located adjacent to the existing Arabian Ranches development, with completion anticipated by the end of 2014. The development is expected to feature a total of approximately 130 thousand sq ft. of retail space, including a 35 thousand sq ft. supermarket. • Springs Village is a redevelopment of the existing community integrated retail property with completion anticipated in 2015. When completed, Springs Village is expected to feature a total of approximately 245 thousand sq ft. of retail space, including a 35 thousand sq ft. supermarket. The current total GLA of Springs Village is approximately 16 thousand sq ft., across a total of 20 units.

The Specialty Retail division The Specialty Retail division includes two malls, the Souk Al Bahar and the Gold & Diamond Park, and accounts for a total GLA of approximately 740 thousand sq ft., with GLA occupancy rates of 67%, 74% and 85% in 2011, 2012 and 2013, respectively, and 87% in the six months ended 30 June 2014. The average rent per square foot across the properties in our Specialty Retail division was AED 187/sq ft., AED 178/sq ft. and AED 190/sq ft. in 2011, 2012 and 2013, respectively, and AED 194/sq ft. in the six months ended 30 June 2014. Set forth below is certain financial information relating to the Specialty Retail division:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 (AED millions) Rental income ...... 82 99 127 59 65 Tenant sales ...... 308 385 481 246 267 According to JLL, as at 30 June 2014, the Specialty Retail division had a Market Value of AED 1,363 million.

• Souk Al Bahar Souk Al Bahar is an Arabesque shopping, entertainment and fully licensed dining destination in the heart of Downtown Dubai located next to The Dubai Mall, with a focus on fine dining. Souk Al Bahar has approximately 80 main units, comprising 34 food and beverage and 43 retail outlets, with a total GLA of approximately 210 thousand sq ft. Its GLA occupancy rates were 83%, 69% and 92% in 2011, 2012 and 2013, respectively, and 99% in the six months ended 30 June 2014. Footfall for Souk Al Bahar was 4.5 million in 2011, 3.9 million in 2012 and grew to 6.1 million in 2013 (the reduction in 2012 was due to redevelopments). In the six months ended 30 June 2014, Souk Al Bahar had a footfall of 3.5 million. In 2013, Souk Al Bahar had an average rent per square foot of AED 442/sq ft. and generated AED 76 million in rental income. As of 31 December 2013, Souk Al Bahar had a weighted average lease term of 2.5 years. In the six months ended 30 June 2014, Souk al Bahar had an average rent per square foot of AED 448/sq ft. and generated AED 39 million in rental income. As of 30 June 2014, it had a weighted average lease term of 2.2 years. Souk Al Bahar opened in December 2007 and had a total development cost of approximately AED 300 million. Souk Al Bahar is open from 10am to 10pm Saturday to Thursday, and from 2pm to 10pm on Friday.

94 According to JLL, as at 30 June 2014, the Souk Al Bahar had a Market Value of AED 893 million. Set forth below is certain information regarding the top 10 tenants (excluding anchor leisure and entertainment tenants) of Souk Al Bahar, by GLA of main units leased, as at 30 June 2014:

% of total Tenant Total area leased main (trading name) Description leased (sq ft.) unit GLA Sake No Hana ...... Food and beverage 12,444 8% Urbano ...... Food and beverage 7,395 5% Landmark Meat Old Town ...... Food and beverage 6,327 4% Spinney’s ...... Supermarket 5,584 4% Karma Kafe ...... Food and beverage 5,576 4% Left Bank ...... Food and beverage 5,331 4% Abdul Wahab Lounge ...... Food and beverage 5,272 3% Claw ...... Food and beverage 5,069 3% Ganbei Teppanyaki Restaurant ...... Food and beverage 5,021 3% Al Malouf Restaurant & Cafe ...... Food and beverage 4,729 3% As at 30 June 2014, food and beverage tenants comprised 76% of Souk Al Bahar’s main unit GLA, whereas furnishings, health and beauty and other tenants comprised 5%, 5% and 14% of main unit GLA, respectively.

• Gold & Diamond Park The Gold & Diamond Park opened in 2001, and is one of Dubai’s leading wholesale and retail destinations for gold and diamond jewellery. The development has an outdoor courtyard and a selection of cafes´ and restaurants and is conveniently located on Sheikh Zayed Road and in close proximity to a metro station. It has a total of approximately 450 main units, including 93 retail outlets, 104 manufacturing units and 201 offices showcasing gold, diamonds and jewellery, with a total GLA of approximately 530 thousand sq ft. Its GLA occupancy rates were 63%, 75% and 83% in 2011, 2012 and 2013, respectively, and 85% in the six months ended 30 June 2014. Footfall for the Gold & Diamond Park grew from 1.6 million in 2011 to 1.8 million in 2012 and to 2.0 million in 2013. In the six months ended 30 June 2014, the Gold & Diamond Park had a footfall of one million visitors. In 2013, the Gold & Diamond Park generated AED 51 million in rental income. As of 31 December 2013, the Gold & Diamond Park had a weighted average lease term of 1.2 years. In the six months ended 30 June 2014, Gold & Diamond Park had an average rent per square foot of AED 111/sq ft. and generated AED 26 million in rental income. As of 30 June 2014, it had a weighted average lease term of 1.5 years. The Gold & Diamond Park opened in May 2001 and had a total development cost of approximately 225 million. The Gold & Diamond Park is open from 10am to 10pm Saturday to Friday. According to JLL, as at 30 June 2014, the Gold & Diamond Park had a Market Value of AED 470 million. Set forth below is certain information regarding the top 10 tenants (excluding anchor leisure and entertainment tenants) of the Gold & Diamond Park, by GLA of main units leased, as at 30 June 2014:

% of total Tenant Total area leased main (trading name) Description leased (sq ft.) unit GLA Weatherford Oil Tool Middle East Limited (Dubai Branch) ...... Office 18,178 3% Centre for Musical Arts ...... Line Shop 8,204 2% Atlas Copco Middle East FZE ...... Office 8,018 2% More Cafe...... ´ Food and beverage 7,679 1% Apple Seeds ...... Line Shop 7,587 1% Hamac Trading Est ...... Line Shop 7,550 1% Dabo Events ...... Office 6,018 1% Mur Shipping ...... Office 4,842 1% Dar Optics ...... Line Shop 4,473 1% Adam Consulting ...... Office 4,305 1%

95 As at 30 June 2014, office tenants comprised 66% of the Gold & Diamond Park’s total main unit GLA, whereas retail and manufacturing tenants comprised 21% and 13% of total main unit GLA, respectively.

Our Leases General We enter into four different types of agreements with respect to tenants of our shopping malls, depending on the property type: leases for main units, storage room licences, occupational licences for terraces and licences for speciality units, which include promotional displays and ATMs. A standard form lease agreement is executed for leases of all main units, although variations may be made in limited circumstances, particularly for our anchor tenants. Short-term standard form licence agreements are entered into in relation to storage rooms, terraces and specialty units. Variations to our standard lease terms are negotiated by the leasing department (if prior to the opening of the unit) or the General Manager of the malls (if after the opening of the unit). All variations require approval by our CEO, CFO and Head of Leasing.

Lease tenor Tenors for leases of main units vary from one to 20 years, although the majority of existing tenants of The Dubai Mall and the Dubai Marina Mall have entered into leases with terms of three years. Some non-anchor tenants have entered into leases with terms up to seven years, whereas anchor tenants generally agree to five- to 20-year lease terms. On occasion, we ask tenants to enter into leases with terms of only one year. Shorter-term leases can incentivise tenants to meet turnover benchmarks and allow us to mitigate the risk of tenant underperformance by extending leases to new tenants where existing tenants have underperformed. The tenor for licences of storage units, terraces and specialty units are typically for one year, three months to one year and one day to one year, respectively. We typically enter into lease renewal negotiations with our tenants at least a year before their current lease expires. In each of 2011, 2012 and 2013, a substantial majority of our tenants across all of our properties whose leases had expired during the relevant year asked for their leases to be renewed. In 2014, this included renewals for seven anchor tenants at The Dubai Mall, including SEGA Republic and KidZania. As demonstrated in the table below, in the first six months of 2014, we negotiated renewals for 365 leases due to expire in 2014, and achieved an increase in the aggregate contractual base rent for the first year of the new leases relative to the aggregate contractual base rent in 2013 across all our properties, as well as in each division individually:

Base rent Total GLA of increase renewed compared to Number of leases leases last year’s Division renewed (‘000 sq ft.) base rent Super Regional Malls ...... 214 504 31% Regional Malls ...... 31 45 30% Community Integrated Retail Division ...... 17 16 24% Specialty Retail Division ...... 103 134 70% Total ...... 365 699 32%

For all of our properties, between 1 January and 30 June 2014, we renewed 365 out of the total of 890 leases that were due to expire during 2014. As of 30 June 2014, there remained 609 leases due to expire in the remainder of 2014 (including some leases that were renewed in the beginning of 2014 for a term of less than one year). We achieved an increase in the aggregate contractual base rent for the first year of the 365 leases we renewed, relative to the aggregate contractual base rent in 2013 for these leases of approximately 32%. Over the same period, we also renewed 80 leases that were scheduled to expire during 2015, and achieved an increase in the aggregate contractual base rent for the first year of the new leases relative to the aggregate contractual base rent in 2014 for these leases of approximately 27%. We also achieved an increase in turnover rent percentage of between 0.5% and 5% for 31% of all leases renewed in this period. In total, during this period, we negotiated leases (comprising new leases as well as renewals and replacements) for properties representing 18% of our total main unit GLA (approximately

96 937 thousand sq ft.), including renewals and replacements of existing leases (approximately 900 thousand sq ft.) and new leases (approximately 36 thousand sq ft.). Set forth below is certain information regarding lease expiries in each of our divisions, showing the percentage of leased main unit GLA due to be expiring in future periods, as of 30 June 2014:

Division Super Community % of total Regional Regional Specialty Integrated leased main Year of expiration Malls Malls Retail Retail unit GLA 2014 ...... 28% 18% 19% 8% 24% 2015 ...... 14% 18% 29% 31% 18% 2016 ...... 13% 15% 31% 30% 18% 2017 ...... 7% 12% 17% 15% 10% 2018 ...... 12% 24% 2% 7% 11% 2019 ...... 18% 5% 2% 8% 14% 2020 and beyond ...... 8% 8% — 1% 5% Total ...... 100% 100% 100% 100% 100%

Standard lease terms Our standard form lease agreement (which is based on the ICSC standard form) incorporates a number of clauses which aim to increase our control over, and mitigate our exposure to, our lessees. All tenants are required by their lease to bear the cost of fit-out and to return the unit to its original state at the end of their tenancy. Each lease has a non-renewal clause, meaning that the tenants themselves have no option of renewal and must engage with us directly before being able to secure a new lease. Furthermore, tenants cannot assign or sublet the leased premises without our written consent (although we may assign our interest without the tenants’ consent), nor can they terminate a lease early, although we may terminate upon certain events of default by service of a written notice to the defaulting tenant, without the requirement of a court order. These provisions provide us with visibility of the stability of cash flows from base rent as well as potential upside from turnover rent and lease churn. We also require tenants to pay in advance with PDCs covering aggregate contractual base rent plus service charges, chilled water charges and a promotional and marketing contribution for the relevant unit for the term of the lease, in addition to a security deposit equivalent to three months of contractual base rent at the beginning of the lease term. We reserve the right to relocate tenants in case of mall redevelopment or if we want to change the tenant, in which case they must continue to pay rent until the new tenant starts to do so. Finally, we are in the process of connecting all of our tenants to our POS-tracking system, which enables us to track our tenants’ gross sales data automatically on a daily basis, so that we can accurately monitor sales activity and calculate each tenant’s variable turnover rent. As of 30 June 2014, approximately 400 out of more than 1,000 main units at The Dubai Mall have been connected to this POS-tracking system, and we expect to complete the roll-out at The Dubai Mall by early 2015 and at our other properties by the end of 2016.

Rental charges Our lease agreements for tenants occupying main units typically require the payment of contractual base rent, variable turnover rent, services charges, chilled water charges, a promotional and marketing contribution and certain other rental charges. Contractual base rent is the contractually agreed annual base rent for a unit set for the duration of the lease. Contractual base rent is generally determined based on (i) the location and prominence of the unit, (ii) the use of the unit, (iii) the size of the unit, (iv) the profit margin of the tenant, retail category, market rates, brand power and the tenant’s investment and (v) the rent-to-sales ratio (contractual base rent divided by tenant sales). All of our leases provide for an annual escalation in the contractual base rent by a fixed percentage each lease year. The specific percentage of annual escalation is negotiated individually with each tenant, and is subject to the prevailing market conditions at the time the lease is concluded and the duration of the lease. For example, the three to five year leases in The Dubai Mall that have been executed since 2011 typically provide for annual increases of the contractual base rent of at least 7%. Substantially all of the leases to which our tenants are a party include turnover provisions pursuant to which they are required to pay the higher of the contractual base rent and the product of a contractually agreed percentage multiplied by their actual annual sales revenue (‘‘variable turnover rent’’). In addition,

97 with effect from 2013, we introduced effective base rent provisions to our leases. Pursuant to these leases, the effective base rent is determined at the end of each year of the lease and applies for the subsequent year, and is set at the higher of (i) 50% to 90% of the variable turnover rent for the lease year then ending and (ii) the contractual base rent for the subsequent lease year. See ‘‘Glossary’’ and ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Results of Operations—Rental income and our tenants’ trading performance’’. Our leases also require the payment of (i) a service charge, which is the contribution paid by the tenant towards the operating expense of the property, (ii) a chilled water charge, based on the square footage leased, (iii) a promotional and marketing contribution, which is set at 2.5% of the contractual base rent at all properties, and (iv) other rental charges, including payment of store design fit-out fees, late opening penalties, interest charges on deferred payments and certain administration charges. We also derive rental income from specialty leasing, which includes revenue from the rental of space for exhibition and promotional activities, push-cart and kiosk rentals and multimedia sales, which includes revenue from electronic screens, advertising panels, banners and other media located throughout our properties. The following table sets forth the average rent per square foot for each of our divisions in 2011, 2012, 2013, and the six months ended 30 June 2013 and 2014:

Six months Year ended ended 31 December 30 June 2011 2012 2013 2013 2014 (AED per square foot) Super Regional Malls ...... 349 432 490 463 502 Regional Malls ...... 275 332 330 300 354 Specialty Retail ...... 187 178 190 187 194 Community Integrated Retail ...... 205 246 251 248 278 Average for all properties ...... 316 381 419 399 430

The Dubai Mall—lease information The following table sets forth information relating to the five largest retail tenants in The Dubai Mall by leased GLA as at 30 June 2014:

GLA Tenant occupied Lease Break Next rent (trading name) Description (sq ft.) expiry option review date Galeries Lafayette .... Department Store 192,139 30 June 2019(1) None 1 July 2016 Bloomingdale’s . Department Store 146,023 31 January 2030 None 1 February 2020 Level Shoe District ..... Apparel and Accessories 96,398 31 August 2019 None 1 September 2015 Paris Gallery . . . General Merchandise Retailer 85,102 31 March 2017 None 1 April 2015 Kinokuniya .... Books and Stationary 68,847 31 Oct 2015 None 1 November 2014

Note: (1) Lease will automatically renew for a second 10-year term unless the tenant provides notification to us 12 months’ prior to the lease expiry date that it does not wish to renew. The following table sets forth information relating to the five largest non-retail tenants in The Dubai Mall by leased GLA as at 30 June 2014:

GLA Tenant occupied Break Next rent (trading name) Description (sq ft.) Lease expiry option review date Reel Cinemas .... Cinema 104,772 31 July 2019 None 1 August 2019 Sega Republic .... Mall Entertainment 76,439 31 July 2019 None 1 August 2015 The Dubai Mall Medical Centre . . Health Care Services 61,651 14 January 2021 None 15 January 2015 KidZania ...... Mall Entertainment 49,136 31 December 2014 None 1 January 2015 Dubai Ice Rink . . . Sports and Leisure 41,841 31 October 2018 None 1 November 2014

98 Dubai Marina Mall—lease information The following table sets forth information relating to the five largest retail tenants in the Dubai Marina Mall by leased GLA as at 30 June 2014:

GLA Tenant occupied Break Next rent (trading name) Description (sq ft.) Lease expiry option review date Waitrose ...... Supermarket 26,114 30 November 2018 None 22 December 2014 H&M...... Fashion Accessories 9,933 16 September 2016 None 17 September 2015 Iconic ...... Apparel & Accessories 8,981 12 July 2017 None 13 July 2015 H&M...... Fashion Accessories 8,927 14 June 2018 None 15 June 2015 Jashanmal ..... Department Store 8,701 27 February 2019 None 28 February 2015 The following table sets forth information relating to the one anchor leisure and entertainment tenant in the Dubai Marina Mall by leased GLA as at 30 June 2014:

GLA Tenant occupied Break Next rent (trading name) Description (sq ft.) Lease expiry option review date Reel Entertainment ...... Cinema 28,969 30 April 2020 None 1 May 2021

Business Operations We have an integrated shopping mall business model. The following is a diagrammatic representation of our operations.

Projects and Development Asset Management Mall Operations

Development Asset Human Strategy and Finance and Facilities General Mall Specialty Marketing Leasing Legal Consultancy Enhancement Resources planning IT Management Operations Leasing 4SEP201423310857Mall Level

Development consultancy and asset enhancement Emaar Properties developed all of the properties we operate now and is developing those currently under construction or in planning stages. We are involved in and assist with the initial leasing strategy of the malls we intend to operate. We provide consultancy services to Emaar Properties during the developmental phase of a mall. In this regard, we assist with the market positioning of the mall, in-mall zoning (i.e., division of space for the placement of various retailers and optimisation of the tenant mix), developing strategic partnerships with retailers, and identifying and evaluating prospective anchor tenants.

Asset management Leasing Our goal is to have a diverse mix of tenants which will maximise footfall. A dedicated leasing team is responsible for assessing prospective tenants with a focus on the following key areas: (i) viability of the business; (ii) alignment of business concept to our individual mall’s tenancy plan; (iii) compatibility with the individual mall’s image; (iv) presence in the UAE and overseas markets; and (v) performance history with us (if applicable). Our leasing strategy is to prioritise identifying and securing anchor tenants, including large international department stores, supermarkets and electronics store chains. We have found that securing anchor tenants facilitates securing tenants for smaller retail units and food court units, because well-known anchor tenants attract a significant level of customer footfall. We enter into four different types of lease and licence agreements depending on property type: leases of main units, licences for storage units, occupational licences for terraces and licences for speciality units. As at 30 June 2014, we managed more than 2,500 leases across a broad range of segments across the retail market, ranging from supermarket operators such as Waitrose to luxury retailers such as Louis Vuitton and Cartier. Through our experience with these tenants, we have insight as to which tenants are likely to succeed in future developments, allowing us to optimise our tenant mix.

99 Payments and collections Generally, we collect rental payments through PDCs. We believe PDCs are an effective tool to increase collections, since defaulting on a cheque is a criminal offence in Dubai. Payments made through standing instruction orders (‘‘SIO’’) are only permitted in limited circumstances for new tenants. The amount of rental payment for which any PDC or SIO is made is the aggregate of the contractual base rent, service charge, marketing contribution and chilled water charge. We require tenants to pay in advance with PDCs covering aggregate contractual base rent plus service charges, chilled water charges and a promotional and marketing contribution for the relevant unit for the term of the lease, and a security deposit equivalent to three months of contractual base rent at the beginning of the lease term. Our finance department is responsible for the billing and collection of rent and other charges from tenants. The finance department is headed by our CFO, who is assisted by the financial controllers and the billing and collection teams at each mall. The collections team supports our initiative to manage account delinquencies effectively. We have detailed invoicing, collection and recovery processes in place, with prescribed dates for notices of payments due. If there is any dispute, we arrange a meeting with the tenant to reach a resolution. We consider an account to be overdue if we do not receive a payment within 90 days of the payment becoming due or if at its date a PDC does not clear. We perform aging analysis of overdue accounts on a monthly basis. As at 30 June 2014, trade receivables amounting to 0.75% of total rental income was overdue.

Mall operations As part of our mall operations, we undertake the facility management services of the malls, general mall management, speciality leasing, guest services, retail relationships, media sales, security and health and safety, and high-tech multimedia network services and marketing services. Details of these business activities are set forth below.

Facility management The facilities management department (‘‘FMD’’) is responsible for the maintenance and operational management of our malls, in addition to monitoring and managing safety and environmental aspects of site operations and energy management in order to comply with local regulations, standards and international best practice. The creation of a structured business continuity plan, which is under development jointly by FMD and its service delivery partners, focuses on the identification and mitigation of business continuity and disaster recovery risks. The FMD provides its services through a combination of direct in-house staff and outsourced service providers. Our in-house staff are mainly responsible for the day-to-day high level performance management of service providers to ensure compliance with service level agreements and key performance indicators. The FMD teams include skilled engineers and a dedicated food and beverage team to support tenant operations and monitor compliance. Types of outsourced facilities management services in respect of our malls include: housekeeping; general building maintenance; pest control; lift and elevator maintenance; fire and smoke detection, curtain system and firefighting management; and waste management.

Technology We use high-tech solutions in our mall operations to improve tenant sales and asset income yields. For example, our pedestrian counting system enables us to track footfall in our malls and assess the optimum time to offer our various promotions. Our POS-tracking system is also instrumental in allowing us to gather information on tenants’ sales and to adjust turnover rent accordingly.

Guest services and call centre For our two largest malls, The Dubai Mall and the Dubai Marina Mall, we have established dedicated guest service departments (the ‘‘GSD’’) to provide customers with professional assistance and guidance during the malls’ operating hours. The GSD at The Dubai Mall deploys over 100 personnel to operate 11 guest service desks and to roam the mall to assist guests, handle queries and provide feedback. To cater to an internationally diverse mix of visitors, this team is comprised of staff from 24 different countries that speak 23 different languages. The GSD at The Dubai Mall is responsible for providing various services,

100 including: providing directions; club car service; baby strollers and wheelchairs; suggestion boxes; mall directories (available in four languages: English, Arabic, Russian and Chinese) and store listings; mall events and ongoing promotions information; gift cards and voucher issuances; and a lost and found. The Dubai Marina Mall has one guest service desk. Services available at the Dubai Marina Mall are similar to those at The Dubai Mall, but on a smaller scale in line with the size of the Dubai Marina Mall. GSD within both malls is supported by a professional team of agents running our call centre service that handles over 20 thousand customer calls and enquiries on a monthly basis.

Retail relationship A Retail Relationship Department also operates within The Dubai Mall and the Dubai Marina Mall and is the front facing department for tenant customer service and communications. The Retail Relationship Department is the central point of contact for tenants to approach The Dubai Mall and the Dubai Marina Mall in order to assist the tenant with issues, operations, problems or provide general support. The Retail Relationship team monitors tenant operational and financial performance and is responsible for monitoring compliance with all lease terms. The department also provides the communication channels between tenants and internal departments of the malls, including the Finance Department.

Specialty leasing Specialty leasing is principally short-term leasing of units mainly in the common areas of The Dubai Mall and the Dubai Marina Mall through retail merchandising units, customised kiosks, mobile carts, promotional kiosks, ATMs and service centres. In addition, The Dubai Mall offers other value added services to customers such as 3M car tinting, car rental services, vending machines, porter services, in-mall buggies, personal shoppers and locker services.

Marketing The Dubai Mall’s Marketing Department plays a major role in ensuring the continued success of The Dubai Mall. Its primary objective is to plan and execute progressive and innovative marketing promotions, events, global media campaigns and social media strategies, and to secure partnerships with leading tourism and corporate partners. These activities help to drive increased footfall and create brand awareness, which strengthens The Dubai Mall’s brand positioning locally, regionally and globally as one of the world’s most visited shopping and leisure destinations. The Dubai Mall Marketing Department oversees a number of individual sectors, which work together to achieve our objectives. • The Events Sector: The Events sector plans over 470 events a year, including world-class exhibitions focusing on art, culture, fashion, technology and photography. We expect major events to increase footfall and sales revenue and may be organised to target domestic and key international markets, such as China and Russia. As well as actively supporting charity and community service initiatives, the Events sector works closely with government bodies and the Dubai Festivals & Retail Establishment to mark Dubai’s key festivals with spectacular events. The Events sector supports The Dubai Mall’s objective to be a global leader in a number of retail sectors. For example, in October 2013, the Events sector was instrumental in the organisation, in partnership with Vogue Italia, of the inaugural Vogue Fashion Dubai Experience, which successfully showcased The Dubai Mall’s credentials as a global fashion destination as it welcomed 400 thousand visitors. The success of the event was such that we plan to repeat it on an even more ambitious scale in 2014. • The Promotions Sector: The Promotions sector organises customer promotions, known as Spend & Win, which seek to enhance the participants’ experience of The Dubai Mall. These offer customers a chance to win a generous prize, and provide us with the opportunity to collect valuable customer data. • The PR Sector: With active social media engagement (over 1.2 million fans on Facebook), a multilingual (Arabic, Chinese, English and Russian) up-to-date website, and ongoing media dialogue, as well as the publication of The Dubai Mall’s own internationally distributed in-house magazine, the PR sector ensures that the public is kept informed of The Dubai Mall’s promotional campaigns, events and latest news. Furthermore, customers are consistently afforded opportunities to provide valuable feedback on iPads situated throughout the mall, in digital kiosks and online.

101 • The Tourism Sector: The Tourism sector nurtures ongoing relationships with leading local, regional and international tour operators, DMCs and travel and tourism organisations, as well as establishing connections with key corporate partners, such as Emirates Airline, all of which enhance The Dubai Mall’s local and global reputation as a key destination to visit.

Media sales The Dubai Mall’s Media and Advertising Department serves a key revenue generation function to support the financial performance of The Dubai Mall. The Dubai Mall has an extensive media portfolio, giving its tenants a vast array of advertising options. The Dubai Mall has a technologically advanced digital screens network, comprising over 325 digital screens, including a giant screen at the Dubai Ice Rink and two large external screens on the Metro Link bridge.

Security, health and safety Security for our shopping malls is carried out by our internal Security Department, which comprises of an in-house team supported by an outsourced security provider. In addition, The Dubai Mall has a fully operational police station and a full time paramedic team, provided by the Dubai Ambulance Authority, a health and safety team and professional fire safety team that works in collaboration with Dubai Civil Defence if required.

Property All of our existing properties are built on land initially granted by the Government, but are now freehold properties and have their title deeds registered with the Dubai Land Department. The title to the land for the Fashion Avenue extension project is registered in the name of Emaar Properties, and, pursuant to an agreement between us and Emaar Properties, shall be transferred to us for no consideration once the construction of the Fashion Avenue extension has been completed. We are responsible for maintaining all relevant licences for the operation of our properties, all of which are required to be renewed annually.

Insurance Marsh INSCO LLC acts as our insurance broker. We maintain insurance policies where practicable, covering both our assets and employees in line with general business practices in the retail industry, with policy specifications and insured limits which we believe are reasonable. Risks which we are insured against include property damage from fire, business interruption, lightning, flooding, theft and public liability. Where practicable, we also maintain certain terrorism, property damage and general liability insurance. Certain exceptions apply, such as wars, product recall, avian flu and nationalisation. Our policies together provide an indemnity against all sums for which we become legally liable to pay as compensation for injury, loss or damage to a third party arising out of and in the course of our business, an indemnity against all risks of material damage to our properties, and an indemnity against the loss of gross profit due to material damage of our properties. See ‘‘Risk Factors—We may not have adequate insurance’’. Additionally, tenants are required to obtain insurance and list the Company as co-insured.

Environmental Matters We believe our properties are in material compliance with all applicable environmental laws and regulations. Neither we nor our properties are subject to any pending or, to our knowledge, threatened legal or administrative proceedings or private claims involving environmental matters. In 2013, we launched an energy efficiency drive, which included initiatives such as replacing normal light with LED lights and modification of malls entrances. As a result, we successfully reduced the aggregate cost of the energy supply to our properties by 15%.

Information Technology We use Oracle Enterprise Resource Planning (for leasing, tenant information and finance) and Exchange (email, calendar and contacts) for our operations. These systems are hosted in the Primary Data Centre at Emaar Business Park and users access these systems through a reliable network. Data from these systems is also backed-up real time at the Boulevard Tower A Data Centre which serves as our Disaster Recovery (‘‘DR’’) site and is situated 20 km away from the Primary Data Centre. In the event of a major breakdown of an application or a disaster in the Primary Data Centre, applications can be

102 launched from servers in the DR site within four hours, once a decision to switch sites is taken. Data back-up and systems tests are performed regularly. Our IT systems are highly advanced and we use them to improve the performance of our business, see ‘‘—Mall Operations—Technology’’ above Our IT capabilities also offer a more enjoyable experience for our customers, as we provide way-finding solutions to help customers locate stores on mall maps, as well as give customers an opportunity to provide direct feedback on their shopping experience.

Intellectual Property As at the date of this Prospectus, we had four trademarks registered and three trademark registration applications filed with the Trade Mark Registrar of the Ministry of Commerce. Pending trademark registration applications include trademarks in respect of The Dubai Mall, Souk Al Bahar and the Dubai Marina Mall. We also own the domain names ‘‘www.thedubaimall.com’’, ‘‘www.dubaimarinamall.com’’ and ‘‘www.goldanddiamondpark.com’’. In addition, under a trademark license agreement, Emaar Properties has granted us a license to use the name ‘‘Emaar’’ in English and Arabic and the Emaar logo, for so long as it holds, directly or indirectly, at least 51% of our share capital.

Employees As at 30 June 2014, we had 560 employees, including 99 employees in the head office, 370 employees at The Dubai Mall, 51 employees at the Dubai Marina Mall, 35 employees at the Gold & Diamond Park and Souk Al Bahar and five employees in community retail. We have instituted a range of employee benefits, such as providing health insurance, a children’s education allowance and discretionary annual bonuses. We recognise the importance of the calibre and the motivation of the individuals we employ. A performance management system has been implemented where our objectives are translated into measurable departmental and individual objectives that are regularly monitored and appraised twice a year. Bonuses and rewards are linked with key performance indicators. We have implemented a development plan for our staff through quality training and establishing and maintaining standards of professional conduct. Development of employees is carried out through in-house training, but, when specialist training is needed, local and internationally recognised external agencies are involved as partners.

Legal Proceedings There are no outstanding material governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened or of which we are aware).

103 INDUSTRY OVERVIEW Where expressly indicated, the market data, statistics and information in this section of this Prospectus have been extracted from the Valuation Report produced by JLL, which is included as Annex A to this Prospectus.

Introduction The Emirate of Dubai (‘‘Dubai’’) is one of seven Emirates which together comprise the UAE. Dubai is the most populous and the second largest Emirate in the UAE after Abu Dhabi, and is situated on the west coast of the UAE in the south-western part of the Arabian Gulf. It covers an area of approximately 4,114 square kilometres. The Ruler of Dubai is His Highness Sheikh Mohammad bin Rashid Al Maktoum who is also the Vice President and Prime Minister of the UAE (source: JLL). Dubai has historically built its wealth on its traditional role as a trading centre. Today, Dubai has capitalised on its convenient location and proximity to both east and west, and has succeeded at establishing itself as an international trading and business hub. Given its limited hydrocarbon reserves, Dubai has successfully diversified its economy and gained international market shares in tourism, retail, manufacturing and real estate (source: JLL). The political and social unrest that swept across the MENA region since 2011 has fostered Dubai’s role as a ‘‘safe haven’’. This has translated into more regional visitors to Dubai, benefiting the hotel and retail markets, and more regional investment seeking a home in the Dubai residential sector. While the office market has not witnessed any positive short-term impact from the so-called ‘‘Arab Spring’’, Dubai continues to cement its place as the preferred business and financial centre within the region (source: JLL). Business confidence for Dubai continues to improve. The Department of Economic Development’s composite Business Confidence Index (‘‘BCI’’) stood at 144.3 points in the fourth quarter of 2013, up 8% from the fourth quarter of 2012, with more businesses willing to invest in expansion, recruitment and technology upgrades (source: JLL).

Economy Economy of the UAE According to World Economic Outlook data published by the International Monetary Fund (the ‘‘IMF’’) in April 2014, the UAE is the second largest economy in the Gulf Co-operation Council (the ‘‘GCC’’) after Saudi Arabia, based on nominal gross domestic product (‘‘GDP’’). According to Organisation of Petroleum Exporting Countries (‘‘OPEC’’) data, at 31 December 2012, the UAE had approximately 7% of the world’s proven global oil reserves (giving it the sixth largest oil reserves in the world) and, according to data produced by the NBS, approximately 33% of the UAE’s real GDP in 2013 was attributable to oil and natural gas. The NBS has estimated that real GDP in the UAE for 2013 was AED 1,087.2 billion, representing a real GDP growth rate of 5% during the year, reflecting an increase in oil prices and the general economic recovery in all sectors in the wake of the global economic crisis. The table below shows the UAE’s nominal and real GDP and nominal and real GDP growth rates for each of the years indicated.

2010 2011 2012 2013 UAE nominal GDP (AED millions) ...... 1,055,516 1,276,025 1,367,323 1,477,594 UAE nominal GDP growth rates (%) ...... 13 22 7 8 UAE real GDP (AED millions) ...... 941,331 987,318 1,033,504 1,087,246 UAE real GDP growth rates (%) ...... 2555

Source: UAE National Bureau of Statistics According to data from Global Insight, the UAE’s nominal GDP per capita in 2013 was approximately USD 43,307 and is forecasted to grow at an annual rate of approximately 5% between 2013 and 2017. The UAE has one of the most diversified economies in the GCC because of a strategy that seeks to diversify the economy away from dependence on the oil and gas sector and to develop other sources of income. While fluctuations in energy prices do have a bearing on economic growth, the UAE is generally

104 viewed as being less vulnerable than some of its GCC neighbours, due to the growth in non-oil sectors, particularly trading, finance, real estate and tourism (source: JLL). On 11 December 2013, Moody’s Investors Service Singapore Pte. Ltd. reaffirmed the UAE’s long-term credit rating of Aa2 with a stable outlook1.

Economy of Dubai Dubai has a diversified economy which has demonstrated renewed growth, with real GDP increasing by approximately 4% in 2012 and 5% in 2013. Since the UAE was established in 1971, when approximately 50% of Dubai’s GDP was oil related, the Emirate’s reliance on oil has decreased significantly, with the mining, quarrying and oil and gas sectors accounting for approximately 1% of real GDP in 2013 (source: Dubai Statistic Centre). The table below shows Dubai’s nominal and real GDP and nominal and real GDP growth rates for each of the years indicated:

2010 2011 2012 2013 Dubai nominal GDP (AED millions) ...... 299,543 311,200 333,886 n.a. Dubai nominal GDP growth rates (%) ...... 347n.a. Dubai real GDP (AED millions) ...... 290,478 299,269 311,453 325,687 Dubai real GDP growth rates (%) ...... 4345

Source: Dubai Statistics Centre (Dubai nominal GDP data for 2013 is not published by the Dubai Statistics Centre on its website) Dubai’s real GDP increased by 4%, 3%, 4% and 5% in 2010, 2011, 2012 and 2013, respectively, reaching approximately AED 325.7 billion in 2013. Dubai’s real GDP per capita in 2013 was approximately USD 40,058, based on an assumed population of 2,213,845 million and an exchange rate of USD 1.00 = AED 3.6725 (source: Dubai Statistic Centre). Reflecting Dubai’s strategic geographic location, rising levels of international trade and the Government’s long-standing strategy of positioning Dubai as a trading centre, the wholesale, retail trade and repairing services sector is the principal contributor to GDP, accounting for 29% of Dubai’s real GDP in 2013. The wholesale, retail trade and repairing services sector grew by 4% in real terms in 2013 largely due to increased economic activity and imports, as this sector depends largely on imports (source: Dubai Statistic Centre). Significant growth sectors for Dubai in 2013 were the restaurants and hotels; manufacturing; transport, storage and communication; and real estate and business services sectors. The restaurants and hotels sector grew by 13% in real terms in 2013 as a result of increased tourism and higher revenues in the hotel sector (source: Dubai Statistic Centre). Each of these sectors has benefited from the Government’s policies aimed at improving the business and investment environment and positioning Dubai as a regional hub, including specific high-profile developments initiated by the Government and the establishment of a range of specialised free zones designed to attract new companies and investment (source: Dubai Government). Dubai has invested heavily in the creation of competitive infrastructure and a business friendly regulatory framework. The expansion of the Jebel Ali Port, the Dubai airports infrastructure (Dubai International Airport and Al Maktoum International Airport) and Emirates Airline have facilitated the transport of imports and exports. Dubai International Airport recorded 2.4 million tonnes of cargo in 2013, a 7% increase from year-end 2012, while the Jebel Ali Port handled 13.6 million twenty-foot equivalent units (‘‘TEUs’’) over the same period. Another land transport project currently underway is the Dubai Tram. Phase one will see a 10.6 km track from Dubai Marina to the Tram Depot near the Dubai Police Academy, and is set to become operational in November 2014. When fully operational, the tramway will comprise

1 The UAE is not rated by the other rating agencies. Moody’s Investors Service Singapore Pte. Ltd. is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’). The rating has been endorsed by Moody’s Investors Service Ltd (‘‘Moody’s’’) in accordance with the CRA Regulation. Moody’s is established in the European Union and is registered under the CRA Regulation. As such, Moody’s is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

105 15 km of track served by 25 trams and connected with the existing Marina (where the Dubai Marina Mall is located) and Jumeirah Lake Towers metro stations (source: JLL). Other supply side factors supporting Dubai’s longer-term economic growth have included the availability of labour and land for real estate development, significant levels of liquidity prior to late 2008 and increasing consumer wealth in the GCC and elsewhere, in part reflecting generally high oil and gas prices, an appropriate legal and regulatory framework and good infrastructure (source: Dubai Government). The Government continues to focus on economic diversification and in this respect is targeting the travel and tourism, financial services, professional services, transport and logistics, trade and storage and construction sectors in particular as areas for future growth. Within Dubai, no single economic sector contributed more than 30% to total real GDP in 2013, with the largest sector being the wholesale, retail trade and repairing services sector which contributed approximately AED 95.0 billion, or 29%, of Dubai’s real GDP (source: Dubai Statistic Centre). The following table sets out Dubai’s real GDP by economic activity and by percentage contribution in 2013, as well as the year-on-year growth rate, for the top five sectors contributing to the real GDP of Dubai:

2013 (AED million) (% contribution) (% growth) Sector Wholesale, retail trade and repairing services ...... 95,002 29 4 Transports, storage and communication ...... 48,360 15 6 Manufacturing ...... 44,741 14 8 Real estate and business services ...... 43,282 13 5 Financial corporations sector ...... 36,626 11 4 Total ...... 325,687 82 5

Source: Dubai Statistics Centre All GDP data in this section is derived from publications of the Dubai Statistics Centre.

Expo 2020 In November 2013, the UAE won the right to host the 2020 World Expo in Dubai from October 2020 to April 2021. The World Expo is a registered exposition taking place every five years for a maximum of six months and is intended for the global community to promote innovations in the service of human progress. The World Expo attracts millions of visitors attending exhibitions and cultural events staged by hundreds of participants including nations, international and civil society organisations and companies. For its bid, the UAE has selected the theme ‘‘Connecting Minds, Creating the Future’’, representing future aspirations of its society and uniting people from across the globe to share in a common project. The World Expo in Dubai will be the first to be held in the Middle East, North Africa and South Asia regions (source: Dubai Government). The sectors contributing the most to Dubai’s current economic recovery are likely to be the key gainers from the Expo. The transport, trade and tourism sectors are expected to benefit significantly from growth in tourist numbers, a general increase in economic activity before and during the event, and corresponding population growth (source: JLL). Dubai playing host to Expo 2020 is expected to further boost the construction sector as the Government commits to an estimated USD 8.1 billion in public funding to the event, the majority of which is directed at infrastructure and public transport projects (source: JLL). Below is a summary of key facts about the Expo 2020 (sources: Expo bid documents/Oxford Economics): • The 438 hectares site will be located 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 of close proximity to the new Al Maktoum International Airport and the Jebel Ali Port. • An estimated 25 million people are likely to visit the Expo, 70% of whom will come from outside the UAE.

106 • Total direct funding required stands at USD 8.8 billion (approximately AED 32.2 billion), of which USD 7 billion (approximately AED 26 billion) will be used to develop city-wide infrastructure, and the Expo and surrounding site. AED 6.2 billion is earmarked for operating expenses. • Estimates indicate that over 277,000 jobs will be created between 2013 and 2021, 40% of which are expected to be within the travel and tourism sector and 30% in the construction sector. Vice President and Prime Minister of the UAE and Ruler of Dubai His Highness Sheikh Mohammed bin Rashid Al Maktoum, in his capacity as Ruler of Dubai, has issued Decree No 20 of 2014 appointing Chairman of Emaar Properties, Mohamed Ali Alabbar, as a member of the Expo 2020 Preparatory Committee.

Retail Dubai has successfully positioned itself as the leading retail destination within the MENA region. There are two primary drivers of the retail market in Dubai, spending from local residents and spending from tourists, and on current trajectory both of these sectors are forecasted to experience significant growth over the next five years (source: JLL). The demographic structure of the UAE is extremely conducive to retail spending, with a relatively young demographic and high net income per capita strengthened by the absence of tax on income in the UAE. According to research from Business Monitor International (‘‘BMI’’), total household spending by UAE residents amounted to some USD 208.8 billion in 2013 and is expected to increase by approximately 11% per annum to reach approximately USD 317 billion by 2017. The importance of this sector is reflected by its increase from around 49% of total GDP in 2013 to more than 56% of GDP by 2017 (source: UAE National Statistics Centre/BMI). This clearly creates a very attractive backdrop for the retail industry and is the major driver of demand for retail real estate. The Dubai retail market benefits from high levels of spending from visitors to the Emirate. These visitors comprise two major groups, those from overseas (most of whom enter through the Dubai International Airport) and those living in the surrounding Emirates (and adjoining nations such as Oman), the majority of whom travel to Dubai by road. Although the retail offering of other parts of the UAE are improving, Dubai remains the Emirate with by far the strongest retail infrastructure with a much wider variety of large and smaller niche retail destinations that are likely to continue attracting significant levels of spending from all the other Emirates (source: JLL). In addition, Dubai’s extensive shopping malls, such as The Dubai Mall and the Mall of the Emirates, and major shopping events, such as the Dubai Shopping Festival and the Dubai Summer Surprises, are key drivers for the growth of Dubai’s trading sector. In 2013, The Dubai Mall received approximately 75 million visitors, approximately 15% higher than the 65 million visitors that The Dubai Mall received in 2012. Retail sales across the various outlets in The Dubai Mall also reported average annual growth of approximately 41% of sales by value for the period between 2009 and 2013. The following table sets out various statistics in relation to the Dubai Shopping Festival in each of the years 2011 and 2012:

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

Source: Dubai Statistics Centre.

107 The following table sets out various statistics in relation to the Dubai Summer Surprises in each of the years 2011 and 2012:

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

Source: Dubai Statistics Centre. There is no comprehensive published data on how much visitors to Dubai spend in the city’s retail malls. Nevertheless, data from the MasterCard Global Destination Index suggest that visitors to the city spent over USD 10 billion in Dubai in 2013 and it is likely that a significant amount of this spending occurred in retail malls (source: JLL). The data from Euromonitor International shows that spending in retail stores in the UAE grew rapidly (at more than 10% per annum) from USD 6.8 billion in 1999 to around USD 20.8 billion in 2008. Since this time, the rate of growth has declined somewhat but sales have continued to increase by a CAGR of 4% to USD 25.6 billion in 2013. This represents total spending in retail outlets of around USD 3,000 per capita in 2013. Spending in retail outlets in the UAE is expected to increase, with BMI forecasting total retail spending in the UAE to grow at an annual rate of approximately 12% between 2013 and 2017. According to research from BMI, total tourism receipts in the UAE are forecasted to grow at an annual rate of approximately 9% between 2013 and 2017. According to data from Bain & Company, Dubai is the only city in the Middle East that is attracting foreign luxury goods consumers (mainly Russians, Indians and Africans). Dubai commands approximately 30% of the luxury market of the Middle East and approximately 60% of the UAE. In 2013, The Dubai Mall accounted for approximately 50% by value of all luxury goods sold in Dubai (source: Bain & Company, Worldwide Luxury Markets Monitor, Spring 2013 update, 16 May 2013). While the stock of retail floor space has also increased across the UAE in recent years, the pace of new development has not kept pace with sales growth, resulting in average turnover per sq m. of retail floor space increasing from USD 4,600 per sq m. in 2008 to around USD 4,800 in 2013 according to Euromonitor International. This trend is also expected to continue with Euromonitor International forecasting turnover of USD 5,100 per sq m. of retail space by 2018. Luxury retailers achieved the highest level of turnover in 2013 at more than USD 13,000 per sq m., while both apparel and footwear and electronics retailers averaged more than USD 6,000 per sq m., with grocery retailers averaging slightly less than the industry average (around USD 4,600 per sq m.) (source: JLL). According to Euromonitor data, the Internet retailing industry in the UAE is limited and at a very early stage, with only a few players like souq.com and Amazon. Internet retailing accounted for just 2% of retailing in the UAE in 2013. Store-based operators are also seeking to go online, exemplified by Al-Futtaim Group’s IKEA launching in 2012, and Geant´ and Lulu Hypermarket launching online in 2013 (source: Euromonitor International, Internet retailing in the United Arab Emirates, April 2014).

Tourism Dubai has sought to position itself as an important business and leisure tourism hub within the Middle East region and has developed a significant tourism infrastructure to facilitate this strategy. According to the Dubai Department of Tourism and Commerce Marketing (the ‘‘DTCM’’), there were 611 operating hotels and hotel apartments in Dubai at the end of 2013 with an occupancy rate of 80% for hotels and 82% for hotel apartments in 2013. Dubai’s hotels and hotel apartments accommodated 11.01 million guests in 2013, an increase of 11% from 9.96 million visitors in 2012, while hotel occupancy increased from 78% in 2012 to 80% in 2013 and hotel apartments occupancy increased from 77% in 2012 to 82% in 2013, along with a 5% increase in the number of hotel rooms and hotel apartments in 2013, from 80,414 to 84,534. The DTCM also reported a 16% increase in annual revenues for Dubai’s hotels and hotel apartments in 2013, from AED 18.8 billion in 2012 to AED 21.8 billion in 2013.

108 The following table sets out various statistics in relation to tourism in Dubai in each of the years 2009 to 2013:

2009 2010 2011 2012 2013 Number of hotels and hotel apartments ...... 540 573 575 599 611 Number of guests (in millions) ...... 7.58 8.29 9.10 9.96 11.01 Number of hotel rooms and hotel apartments flats ...... 61,487 70,955 74,843 80,414 84,534 Hotel occupancy (%) ...... 70 70 74 78 80 Hotel apartments occupancy (%) ...... 66 68 74 77 82 Hotel and hotel apartments revenue (in AED billions) . . . 12.5 13.3 16.0 18.8 21.8

Source: Dubai Statistics Centre. Dubai International Airport (‘‘DIA’’) maintained its position as the second largest in the world in terms of passenger traffic in 2013, with passenger numbers growing 15% year-on-year to over 66 million (source: JLL). The airport serves more than 125 airlines flying to more than 260 destinations (including passengers and cargo) across six continents (source: Dubai Airports, Yearbook 2013). As of the latest data presented by Dubai Airports, March 2014 registered a 8% year-on-year increase in passenger traffic to approximately 6.3 million. According to Dubai Airports, the growth was largely driven by fast-growing home carriers Emirates Airline and flydubai which continued to expand their networks. To meet the rapid growth in passenger numbers, Dubai Airports is investing USD 7.8 billion in the expansion of DIA’s facilities to accommodate 100 million passengers a year by 2020 (source: Dubai Airports, Yearbook 2013). The opening of the first phase of Al Maktoum International Airport added an overall capacity of seven million passengers a year. When the airport becomes fully operational in 2015, it is expected to be the largest in the world, with the ability to handle 160 million passengers a year and a full cargo capacity of 12 million tons (source: JLL). Emirates Airline is the largest airline operating at the DIA. Emirates Airline is one of the world’s fastest growing airlines, having grown from a fleet of two aircraft in 1985 to 217 aircraft as at 31 March 2014, and has evolved into a travel and tourism operation on a global scale under the umbrella of the Emirates Group. Emirates flew to 142 destinations, in 80 countries, on six continents and it transported 44.5 million passengers during the financial year ended 31 March 2014. By 2020, Emirates anticipates that it will carry some 70 million passengers to more than 180 destinations with a fleet of more than 300 aircraft (source: Emirates Airline). According to data from the Government, the number of tourist arrivals in Dubai is forecasted to grow at an annual rate of approximately 9% between 2013 and 2020. According to the 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 largest man-made islands). The DTCM operates a network of 20 overseas representative offices, including four which were opened in China (three in 2008 and one in 2013) with the aim of tapping the strong tourism growth potential in that country. Dubai hotel establishments have seen a significant rise in the number of Chinese tourists over the last years to reach 92,300 in 2007, 96,300 in 2008, 107,400 in 2009, 152,000 in 2010, 193,700 in 2011 and approximately 250,000 in 2012 (source: DTCM). 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. 2.2 million visitors attended the MICE held in 2013, an increase of approximately 19% from 1.85 million visitors in 2012, further helping the tourism sector of Dubai’s economy.

109 In May 2013, Dubai’s Vision for Tourism for 2020 (‘‘Vision 2020’’) was announced by the Ruler of Dubai, containing various stated aims in respect of Dubai’s tourism industry to be achieved by the year 2020. According to the aims stated by Vision 2020, Dubai will seek to double its annual visitor numbers from 10 million in 2012 to 20 million by 2020, and the annual contribution made by tourism to Dubai’s economy is targeted to treble between 2012 and 2020. According to the DTCM, the target of 20 million visitors will be achieved through a number of objectives, including increasing existing market share of the outbound tourism of all source markets, increasing awareness and consideration to visit in a number of source markets such as Latin America, China and the emerging economies of Africa, and increasing the number of repeat visits in addition to the traditional markets such as other GCC countries, Europe, Russia and South Asia.

Population Population of the UAE The population of the UAE, based on a census carried out in 2005 and according to the UAE National Bureau of Statistics (the ‘‘NBS’’), was approximately 4.1 million, of whom approximately 1.3 million resided in Dubai. The NBS estimated the population of the UAE to be approximately 8.3 million in 2010. The populations of both the UAE and Dubai have grown significantly since 1985, reflecting an influx of foreign labour, principally from Asia, as the Emirates have developed. The table below illustrates this growth since 1985 for the UAE and Dubai:

1985 1995 2005 2010E 2011E 2012E 2013E UAE population ...... 1,379,303 2,411,041 4,106,427 8,264,070 8,925,096 9,205,651 9,346,129 Dubai population ...... 370,788 689,420 1,321,453 1,905,476 2,003,170 2,105,875 2,213,845

Source: Official UAE census data (1985 to 2005); NBS estimates (total UAE population 2010), World Bank (UAE population 2011 to 2013) and Dubai Statistics Centre (Dubai population 2010 to 2013).

Population of Dubai The Dubai Statistics Centre has estimated the population of Dubai to be approximately 2.2 million at 31 December 2013. The following table sets out the estimated population of Dubai as at 31 December for each of the years indicated:

2010E 2011E 2012E 2013E 2014E 2015E 2016E Dubai population ...... 1,905,476 2,003,170 2,105,875 2,213,845 2,319,490 2,426,298 2,533,398

Source: Dubai Statistics Centre. According to the Dubai Statistics Centre, as at 31 December 2013, more than 64% of the population in Dubai was of the age group of 20 to 39 years. It was estimated that approximately 15% of the population of Dubai was 19 years of age or under, 30% of the population was between 20 and 29 years of age, 35% of the population was between 30 and 39 years of age, 15% of the population was between 40 and 49 years of age and 6% of the population was 50 years of age or older. Education and training are an important strategic focus for Dubai. The literacy rate in Dubai for persons at or above the age of 15 was estimated at 97% in 2012 (source: Dubai Statistics Centre). According to the Dubai Statistics Centre, as estimated at the end of 2013, the number of active individuals during the day in Dubai was 3,287,220, which includes residents, individuals working in the governmental (federal, local) and private sectors in Dubai and residing outside the Emirate, the average number of tourists and sailors in addition to dynamic movement of people coming into and leaving the Emirate during the day.

110 The following table summarises the likely drivers of future growth in the Dubai retail market over the next five years and the key risks associated:

Metric Growth Drivers Potential Risks that Could Mitigate Growth Real GDP ...... Increase of 4% per Economic downturn due to external economic or annum between 2013 and geo political events 2018 Resident spending. . . Increase of 10% per Slowdown in economic growth could negatively annum between 2013 and impact household spending and consumption 2018 Tourist arrivals ..... Increase from 11 million External shock factor or increased competition from in 2013 to 20 million in other Middle Eastern destinations 2020 Retail turnover ..... Annual average increase Lower than forecast turnover increase if Dubai of 4% between 2013 and economy were to correct significantly before 2020 2018 (most likely due to external shock) Retail floor space . . . Increased retail floor Dubai already has high level of retail floor space per space will enhance capita (1.35 sq m.). Increased retail floor space Dubai’s retail offer and could exceed demand and result in stronger status competition between centres

Source: JLL.

Real Estate and Construction 2013 was a year of broad based recovery for the Dubai real estate market, with sales and rental prices growing across most locations and market segments. This continued into 2014 led by outperformance in the residential sector as the first half of 2014 saw year-on-year residential rents and sale prices increase, albeit at a slower rate, with the second quarter of 2014 seeing a marked slowdown in the volume of residential sales, particularly in respect of existing villas. While the retail, hotel and industrial sectors continue to experience growth, recovery in the office sector remains patchy, constrained by the large level of supply and high vacancy rates that are placing pressure on overall rental values (source: JLL). No breakdown of the real estate sector by type of property is officially published. Since the price correction witnessed in the latter half of 2008 and 2009, prices have stabilised in selected developments and, in certain instances, have increased (source: Government of Dubai). The Real Estate Regulatory Agency (‘‘RERA’’), which was established in 2007 as the regulatory arm of the Dubai Land Department, assists developers, contractors and investors in resolving outstanding disputes related to real estate in Dubai and has taken proactive steps to strengthen Dubai’s real estate market (source: Government of Dubai). According to the Dubai Land Department, in 2013 there were real estate transactions in Dubai totalling approximately AED 236 billion, including approximately AED 114 billion of international real estate transactions with 162 nationalities making investments. Indian nationals were ranked the highest value foreign investors, making a total of AED 18 billion worth of property transactions. British investors came second at AED 10.4 billion, followed by Pakistanis with AED 8.6 billion (source: Dubai Land Department). The following table sets out the number of real estate sale transactions in Dubai and the total value of such transactions in each of the years 2009 to 2013:

2009 2010 2011 2012 2013 Total real estate sale transactions ...... 40,782 37,552 36,774 42,492 63,652 Total value of real estate sale transactions (AED billion) . . 153 120 143 154 236

Source: Dubai Statistics Centre (2009-2012), Dubai Land Department (2013) For the year ended 31 December 2013, the Dubai Land Department reported 63,652 sale transactions, compared to 42,492 sale transactions in 2012, an increase of approximately 50%. During this same period, the total value of real estate transactions increased by approximately 53%. While still less than the 2008 totals in most locations, the rate of growth witnessed in the residential market in particular has fuelled concerns about the possibility of a real estate bubble similar to that seen in 2008.

111 Consequently, the Government and major developers have taken measures to promote stability and curb further speculation: • Emaar has introduced measures to reduce flipping, with purchasers banned from reselling any property bought off-plan until it has been completed and handed over. • The Dubai Land Department has doubled transaction fees from 2% to 4% of the property value. This rate is, however, still lower than in many other countries. • The Central Bank has introduced mortgage caps based on different criteria for nationals and expatriates as well as whether the property is a first or second home. The effectiveness of this measure is, however, limited since much of the home buying in the UAE is done with cash rather than mortgages. • Developers have adopted a more long-term approach to developments by phasing supply in line with real demand levels (source: JLL). The real estate and construction sectors have played a key role in transforming and diversifying Dubai’s economy. In 2013, the real estate and construction sectors contributed 13% and 8%, respectively, to Dubai’s real GDP, according to the Dubai Statistics Centre. The period between 2001 and 2008 was characterized by substantial growth; new real estate laws were introduced encouraging foreign ownership of residential properties, large plots of land were released to major developers who grew their portfolio of projects rapidly, occupier demand was on the rise, the RERA was created to maintain the market and value escalated rapidly, especially between 2006 and 2008 (source: JLL). The period from 2009 and 2010 saw the market decline as the global financial crisis hit the real estate market from the third quarter of 2008. High levels of residential completions lead to significant oversupply in the market and large corporations were facing severe debt challenges (source: JLL). The period from 2012 and 2015 has experienced a recovery which was initially led by the hospitality sector. As the Arab Spring reduced tourism in neighbouring countries, Dubai saw an influx of tourists and investments as it maintained a safe haven status throughout (source: JLL). This increased activity and renewed investor confidence in the real estate market has spurred recovery in the construction sector. This has been driven further by increased public spending on infrastructure and development projects. In 2013, a total of 16% of Government spending was allocated for the completion of infrastructure projects in Dubai (source: JLL). Public spending is set to rise 11% in 2014, with 17% injected into infrastructure and development projects (source: Dubai 2014 budget—Government reports).

Competitive Position The Emaar Malls Group’s main competitors comprise primarily MAF Group and Nakheel PJSC (‘‘Nakheel’’). MAF Group is a developer and operator of shopping malls and hypermarkets in the MENA region. Founded in Dubai in 1992 to bring the first regional shopping mall to the Middle East, MAF Group’s activities have since grown to include hotel development and the provision of complementary leisure and entertainment products and services. MAF Group currently has operations in 12 countries predominantly in the MENA region. MAF Group develops and manages shopping malls, which is MAF Group’s core business. MAF Group currently operates 12 shopping malls in the UAE, Egypt, Oman, Bahrain and Lebanon and is currently constructing or master planning an additional three malls, located in Lebanon and Egypt (source: MAF Group). Its principal retail centres include: • The Mall of the Emirates. The Mall of the Emirates is located 12 km from The Dubai Mall and eight km from the Dubai Marina Mall. It is operated by MAF Group and was developed as a destination shopping mall. It includes Carrefour, Harvey Nichols and Debenhams as anchor tenants, as well as many major fashion brands, licensed bars and attractions, such as an indoor ski centre, Ski Dubai. The Mall of the Emirates opened in September 2005 and has a GLA of 2.5 million sq ft. and approximately 440 main units. In 2013, the Mall of Emirates had an estimated 49 million visitors. MAF Group is currently undertaking a 4,600 sq m. expansion of the Mall of the Emirates that is expected to be completed in 2014.

112 • Mirdif City Centre. Mirdif City Centre is located 18 km from The Dubai Mall and 27 km from the Dubai Marina Mall. It is operated by MAF Group and is a super-regional shopping mall with anchor tenants such as Carrefour, CineStar Cinemas, Playnation, Debenhams and Fitness First. It also features an indoor sky-diving centre, iFly Dubai, and several other leisure and entertainment attractions. It opened in March 2010 and has a GLA of 2.1 million sq ft., with over 430 main units. In 2013, Mirdif City Centre had an estimated 17 million visitors. • Deira City Centre. Deira City Centre is located approximately 11 km from The Dubai Mall and approximately 30 km from the Dubai Marina Mall. It was opened in 1995 as the original flagship mall for MAF Group (combining retail and entertainment). Deira City Centre features the City Centre hotel and residence which is managed by Pullman. It has a total GLA of approximately 1.9 million sq ft., with 355 main units, including anchor stores Carrefour, VOX Cinemas, Debenhams, Paris Gallery, Sharaf DG, Marks & Spencer, H&M and Zara. In 2013, Deira City Centre had an estimated 30 million visitors. Nakheel is a private joint stock company established in 2003 which is 100% owned by the Dubai Financial Support Fund. Its main developments include the Palm Islands, the Dubai Waterfront, International City and The World. In the past, Nakheel has been allocated its land bank in Dubai by the Government. It has also developed a broad portfolio of projects in Dubai across a range of sectors: residential, commercial, retail and leisure. Nakheel is currently owned directly by the UAE Government, as Nakheel (along with Dubai World) had to restructure its debt obligations as a result of the global financial crisis (source: Government of Dubai). Its principal retail centres include: • Ibn Battuta Mall. Ibn Battuta Mall is located next to Jebel Ali Gardens (a residential community) and on the road connecting Dubai and Abu Dhabi, 24 km from The Dubai Mall and 4 km from the Dubai Marina Mall. The mall is located near the new Sheikh Maktoum International Airport. Phase 2 of the Ibn Battuta Mall is currently being developed and is focused on providing attractions such as a water- based family entertainment attraction and refinements to the mall’s leasing strategy. Ibn Battuta Mall opened in January 2005 and has a GLA of 1.1 million sq ft. and approximately 270 main units, including anchor tenant Geant, with an average store size of over 4,000 sq ft. Nakheel is currently undertaking an expansion of the mall that will see the mall adding 28,000 sq m. of total retail area, with leasable area of 17,000 sq m. and that is expected to be completed in 2015. • Nakheel Mall/Palm Mall. Nakheel have announced plans to develop a 418,000 sq m. mall on Palm Jumeirah. The mall is expected to have five retail levels with more than 100,000 sq m. of shop space, three basement parking levels with 4,000 spaces, 300 shops, two anchor department stores, a nine-screen cinema, medical centre and fitness complex. There will also be a roof plaza with a host of fine dining restaurants, as well as a diverse selection of food and beverage outlets inside. The project is expected to be completed in 2016. Most of the other principal real estate companies in Dubai are primarily focussed on the residential segment. These include Emaar Properties, which is 29.22% owned by ICD; Dubai Properties LLC (‘‘Dubai Properties’’), which is 97.5% owned by the Ruler of Dubai; Union Properties PJSC (‘‘Union Properties’’) and Deyaar Development PJSC (‘‘Deyaar’’), in each of which ICD has a significant indirect shareholding, (source: Government of Dubai) and DAMAC Real Estate Development Limited (‘‘Damac’’), which has been listed on the London Stock Exchange since December 2013 (source: Damac): • Dubai Properties. A limited liability company established in 2004. It is part of the Dubai Holding Group. Its main developments include Culture Village, Business Bay and the Jumeirah Beach Residences. The Dubai Holding Group has in the past been allocated its land bank in Dubai by the Government (source: Dubai Properties). • Union Properties. A public joint stock company established in 1987, floated as a public joint stock company in 1993 and part of the Emirates Bank Group. It has completed a variety of different projects ranging from commercial, residential and leisure developments from high-rise towers to multi-use complexes, hotels and theme parks in the UAE (source: Union Properties). • Deyaar. A public joint stock company established in 2002 and floated as a public joint stock company in 2007. It has residential and commercial developments in Business Bay, Marina, Al Barsha, DIFC, Jumeirah Lake Towers, IMPZ, Dubai Silicon Oasis and TECOM as well as operations in Lebanon, Turkey, the United States and the United Kingdom. In addition to property development, it also provides property management, facilities management and owners’ association management services (source: Deyaar).

113 • Damac. Damac was established in 2002, as a private residential, leisure and commercial developer in Dubai and the Middle East. In the past decade, Damac has expanded into North Africa, Jordan, Lebanon, Qatar and Saudi Arabia. Damac has delivered almost 10,000 units to date and currently has a development portfolio of over 25,000 units at various stages of progress and planning as of March 31 2014 (source: Damac). Based on Company estimates, there is no non-Government owned undeveloped land in central locations in Dubai that is available for a large scale retail development by a private developer, as the majority of undeveloped land is owned by Government related entities. The Company does not expect the competitive landscape to change significantly in the foreseeable future due to the higher barriers to entry into the Dubai property development sector. Stricter regulatory rules and the RERA escrow arrangements together, with potential difficulties in obtaining credit, mean that the purchase of land and the costs of construction are more difficult to finance up front. In addition, in order to obtain land in prime locations, any market entrant would be required to establish relationships with regulators, contractors and local master developers who tend to look to developers with strong track records. For a detailed overview of specific competing malls, please refer to the ‘‘Business’’ section of the Prospectus.

Current Stock and Supply Retail malls rather than more informal retail formats dominate the Dubai retail market. This is explained by a combination of the harsh climate and the relatively recent development of the Dubai retail market (source: JLL). The stock of space within retail malls has more than doubled over the past eight years, from 1.35 million sq m. in 2005 to more than 2.86 million sq m. at the end of 2013 (source: JLL). There is currently approximately 1.3 sq m. of mall-based retail space per capita in Dubai. This is the highest level of supply in the Middle East and is above the international benchmark of 1.1 sq m. per capita, identified by the International Council of Shopping Centres (‘‘ICSC’’). This is explained in part by the fact that malls in Dubai are lifestyle and entertainment destinations with high dwell time due to the harsh climate and also that tourists form a large proportion of spenders in the mall and are not captured in sq m. per capita ratio (source: JLL). The last major addition to the supply of shopping malls was Mirdif City Centre in 2010. Since this time, there has been a relatively small amount of additional supply completed, with just 90,000 sq m. completing over the past two years (2012 and 2013) as developers have switched their attention to extensions to existing centres or smaller community and neighbourhood malls (source: JLL). Around 47,800 sq m. of retail space were completed in 2013 with the completion of the first phase of Meeras’s Citywalk and phase two of the Al Ghurair City project in Deira. The only completion in 2014 to date has been a small project by Meeras at Jumeirah Beach Residence (comprising just 8,400 sq m.) (source: JLL). There are currently only four small projects scheduled to complete in 2014, with a total of less than 31,000 sq m. These comprise three neighbourhood malls and an expansion to the existing Mall of the Emirates. Supply levels are expected to increase again in 2015 and 2016, with a total of more than 750,000 sq m. of potential new supply announced, of which around 460,000 sq m. is currently under construction (source: JLL). JLL estimates the current retail space in Dubai to be of approximately 2,873,000 sq m. (GLA), with no additions to the retail stock in the second quarter of 2014. JLL estimates that super-regional malls represents 80% of the retail GLA in Dubai in the second quarter of 2014. The main retail completions in Dubai for the years 2014 to 2016 are expected to be the expansion of the Dubai Mall by Emaar Properties, the expansion of the Mall of the Emirates by Majid Al Futtaim and the expansions of the Jumeirah Park Community Centre, the Discovery Gardens Retail Centre, the phase two of Nakheel Mall and the phase two of Dragon Mart by Nakheel. JLL estimates that, between 2014 and 2016, Dubai will see an addition of 496,000 sq m. of retail space in total.

114 The following table sets out the Dubai retail supply in each of the years 2010 to 2016 as estimated by JLL:

2010 2011 2012 2013 2014E 2015E 2016E Completed (GLA in ‘000s sq m.) ...... 2,649 2,775 2,817 2,862 2,871 2,902 3,116 Under construction (GLA in ‘000s sq m.) .....————31214251

Source: JLL. The following table shows a selection of the retail projects that are currently under construction or announced for completion over the next two years:

Retail Completion Future Projects Type GLA (sq m.) Year Jumeirah Park Community Centre ...... Community integrated retail 10,600 2014 Discovery Gardens Retail Centre ...... Community integrated retail 8,700 2014 Development across Wild Wadi Water Park .... Community integrated retail 7,000 2014 Mall of The Emirates Ext.2 (Phase 1) ...... Super-regional mall 4,600 2014 Dragon Mart—Phase 2 ...... Super-regional mall 100,000 2015 Agora Mall, Jumeirah ...... Regional mall 67,400 2015 Ibn Battuta Mall Phase II ...... Regional mall 17,000 2015 Community Centre in International City ...... Community integrated retail 7,300 2015 The Pointe ...... Regional mall 136,000* 2016 City Walk—Phase 2 ...... Super-regional mall 200,000 2016 The Dubai Mall—Phase 2 ...... Super-regional mall 60,000 2016 Art Centre ...... Regional mall 32,500 2016 Nakheel Mall/Palm Mall ...... Super-regional mall 418,000 2016

* This includes retail, dining and entertainment Source: JLL. In addition to those listed in the table above, there are numerous other retail projects scheduled for delivery between 2017 and 2020. Dubai Holding have also recently announced a proposed new super regional mall to be called the Mall of the World. However, publicly available details of the timeframe or the exact size of this project are limited. The initial announcement suggests a total retail area of around eight million sq.ft (743,000 sq m.) (source: JLL). These ambitious expansion plans indicate the confidence of major local retail players in the Dubai retail market on the back of continued growth in sales and turnover levels (source: JLL).

Performance Malls in Dubai have overall delivered a good performance. City-wide retail vacancy is estimated to have dropped slightly to 8% at the end of June 2014 as demand for retail space remains strong and large primary centres are almost fully occupied. With some of the better performing malls recording virtually no vacancies (with a waiting list for units that do become vacant in some malls), there has been an increase in average rentals recorded at many properties (source: JLL). Given the wide range of rents between malls, calculating an average figure is problematic. Such an exercise does, however, provide a useful indication of how rental levels have changed over time. The average base rent for line stores in primary super regional malls in Dubai is estimated to be around AED 7,000 sq m., while the average in secondary super regional malls is around AED 2,250 sq m. (source: JLL). The following graph shows how rentals have increased much more quickly in primary malls over the past three years. Prime units in the most popular malls can command rentals of more than AED 8,000 sq m.,

115 well above the average base rent for line stores in primary super regional malls in Dubai which is estimated to be around AED 7,000 sq m..

8,000 Dubai Retail Rents Q1 2009 – Q2 2014 7,000 6,000 5,000 4,000

AED sq m 3,000 2,000 1,000 - Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Primary Secondary 4SEP201423310987

Source: JLL. Note: Chart shows mid-point Estimated Retail Value for an in-line store in a basket of Primary and Secondary Super Regional shopping malls. The rent quoted reflects a notional ‘‘standard’’ line store unit of 100 sq m.. The growth in rental rates is expected to continue in 2014 in most primary and modern secondary malls. Dubai serves as a high order retail centre for many visitors from around the region and beyond and therefore supports far more retail floor space than other global cities of comparable size. The retail sector looks likely to expand further as Dubai enhances its position as a retail destination (source: JLL).

116 REGULATION OF REAL ESTATE IN DUBAI Principal Legislation Governing Freehold and Leasehold Property The Dubai Real Estate Registration Law No. 7 of 2006 (the ‘‘Registration Law’’) is the first local property law in Dubai to govern property ownership and the registration of property rights and other property- related legal issues. The Registration Law allows UAE and GCC citizens, and companies wholly owned by them, as well as public companies, to own freehold property anywhere within Dubai. Non-GCC expatriates and foreigners have the right to own property on a freehold or leasehold basis only in designated areas within Dubai. By-Law No 3 of 2006 was issued pursuant to the Registration Law and defines 24 areas in Dubai as designated areas where foreigners can own freehold or leasehold right up to 99 years (‘‘Designated Areas’’). Other decrees issued by H.H the Ruler of Dubai have subsequently designated other plots as Designated Areas. The Registration Law also provides that the Dubai Land Department (the ‘‘DLD’’) is the sole competent authority authorised to register any real rights over property. To expedite the registration process, the DLD has recently started to outsource the registration of certain property transactions, such as the sale of properties, to companies licensed by the DLD and called ‘‘Registration Trustees’’. The Registration Law established the Real Estate Register at the DLD. All property rights and any amendments to property rights must be registered in the Real Estate Register, which shall have the absolute power of evidence against all parties. No objection against the data on the Real Estate Register may be made other than on the grounds of fraud or forgery. Foreign individuals and companies owned by them have the right to own properties in Designated Areas. However, the DLD’s policy is not to allow foreign offshore companies to own properties in Dubai but instead to allow only Jebel Ali offshore companies to own properties in Designated Areas. It is understood that one of the main goals behind this policy is to prevent property owners from avoiding paying the DLD registration fee by selling the Shares of the company instead of transferring the title at the DLD. The DLD charges its fees pursuant to the Dubai Executive Council Resolution No. 30 of 2013 (‘‘Resolution No 30’’). The registration fee for the sale and purchase of a property is 4% of the property value as of the date of transferring the title for the property. The registration fee for a long-term lease is 4%, for a usufruct agreement is 2% and for a musataha agreement is 1%. Resolution No. 30 lists 87 transactions or services which the DLD provides and charges fees for such services.

Dubai Real Estate Authorities Dubai Land Department (the ‘‘DLD’’) The DLD is the main authority which oversees the real estate industry in Dubai. Dubai Law No. 7 of 2013 regarding Dubai Land Department defines the goals, authorities, structures and other issues related to the DLD. Article 6 of Dubai Law No. 7 of 2013 states the DLD’s authorities as being to: • formulate policies and strategic plans and follow up on the implementation of Dubai’s strategic plan for the development and regulation of the Emirate’s real estate sector; • register real estate by updating and developing the registration system in the Emirate, to keep up with the latest global standards; • regulate real estate by setting up regulation in relation to trust accounts of real property project executions, mortgage brokerage and joint ownership; • encourage real estate investment by providing information and data to investors in relation to investment opportunities in the Emirate’s real estate sector; • propose the necessary initiatives and policies for achieving the DLD’s objectives and in particular the objectives related to the promotion of and investment in real estate in the Emirate; • propose legislation regulating the real estate sector in the Emirate, measure the effectiveness of legislation after it has been applied, as well as regulate the relationship between landlords and tenants, and register lease contracts of real estate units; • license the real estate activities in the Emirate, and supervise and monitor its operation and those responsible for it;

117 • through cooperation and contribution from the competent authorities, develop precautionary measures to ensure the protection and stability of the real estate market in the Emirate; • promote real estate both within and outside the Emirate by organising and participating in real estate conferences, events and exhibitions, at local, regional and international levels; • review real estate investment applications in relation to obtaining the benefits prescribed by legislation and policies adopted by the DLD; • prepare and issue reports which introduce and focus on real estate as well as prepare newsletters and statements that serve these studies. In addition, the DLD is to provide decision-makers with the findings of these reports in order to utilise them in implementing the Government’s policies and programmes; • provide information and data to investors in relation to real estate investment opportunities in the Emirate; • provide real estate valuation services; • conduct surveys and re-surveys of lands, and issue the maps to these lands; • disseminate real estate knowledge by preparing and implementing diverse real estate training programmes to train those in the Emirate who work in the real estate sector, including developers and mortgage brokers to others. In addition, to prepare and implement instructional and awareness programmes in relation to the rights and duties of those dealing in the real estate sector; • provide specialised real estate consultations for developers, brokers, real estate investors and others; • prepare and implement programmes and projects which contribute to enhancing people’s roles and encourages them to work in the real estate sector; • organise real estate seminars, workshops and conferences which discuss issues related to the real estate market; and propose solutions to it; • evaluate the performance of organisations affiliated with the DLD, and ensure that they are performing the tasks and services assigned to them; • prepare, develop and update a unified central database for real estate activities in the Emirate and regularly provide data services to planning and decision makers; • form real estate councils and groups as well as consult with committees comprising people with various real estate expertise, in order to offer advice and consultation on matters faced by the DLD; and • any other tasks necessary in order to achieve the objectives of the DLD.

DLD Agencies The DLD implements its policies and authorities through several agencies which are part of the DLD. These agencies are the following:

Real Estate Regulatory Agency (‘‘RERA’’) RERA is an arm of the DLD responsible for regulating the real estate sector and was established pursuant to Dubai Law No. 16 of 2007, which specifies its objectives as follows: • proposing the necessary legislation to regulate the work of real estate brokerage offices and owners associations; • issuing regulations for the training and certification of real estate brokerage offices; • licensing all activities relating to the work of RERA, including activities relating to real estate development in the Emirate; • accrediting banking and financial institutions which are certified to manage escrow accounts of real estate developments on behalf of real estate developers in accordance with applicable legislation; • licensing and regulating real estate brokerage offices and monitoring and overseeing their activities;

118 • licensing and regulating companies and establishments that manage real estate and residential developments and monitoring and overseeing their activities; • registering and attesting leases for the various kinds of real estate units in the Emirate in accordance with such legislation as may be issued in this regard; • monitoring and overseeing the activities of owners’ associations and auditing their accounts and records; • keeping track of property advertisements that are published in the various media operating in the Emirate, including those operating in free zones; • providing support and advice on property valuation in accordance with the latest accredited standards; • issuing statistical reports and specialised research and studies on the property market, including any publications and information that aid such studies and offer insight into the property market in the Emirate; • preparing and executing programmes and projects that enhance the role of nationals in the real estate sector and encourage their involvement in that sector; and • developing and implementing education and awareness programmes on the rights and obligations of parties involved in the real estate sector.

Real Estate Investment Management and Promotion Center The Real Estate Investment Management and Promotion Center seeks to support national and international real estate investment companies, and develop the real estate investment environment and motivate activities through the promotion of direct and long-term investments. The Center introduced Tayseer Program to facilitate financing the development projects and the Tanmia initiative to support staled development projects in Dubai by introducing new investors to continue the projects.

Dubai Real Estate Institute The Dubai Real Estate Institute provides training, seminars and workshops in many subjects related to real estates.

The Center for the Settlement of Tenancy Disputes in Dubai (the ‘‘Center’’) The Center for the Settlement of Tenancy Disputes in Dubai was established pursuant to Dubai Decree No. 26 of 2013. This Decree aims to establish a judicial system specialising in hearing tenancy disputes, developing procedures for adjudicating this kind of disputes through a fast and simple mechanism in order to achieve social and economic stability for all those concerned with property, leasing and related sectors, in order to support the sustainable development of the Emirate. The Center shall exclusively carry out the following functions: • Settlement of all Tenancy Disputes arising between landlords and tenants in relation to real estate in the Emirate or in the free zones, including counterclaims arising from such disputes and the requests to take temporary or summary procedures submitted by any party to the lease contract; • Settlement of appeals of the decisions and judgments that may be appealed in accordance with the provisions of this Decree, and the regulations and resolutions issued herein; and • Execution of decisions and judgments issued by the Center in relation to Tenancy Disputes falling within its jurisdiction. The Center shall not have jurisdiction in the following tenancy disputes: • Tenancy disputes in relation to free zones that have special judicial committees or courts competent to settle tenancy disputes arising within their boundaries; • Tenancy disputes in relation to lease financing (ijara); and • Disputes arising from long-term lease contracts which are subject to the provisions of Law No. (7) of 2006 referred to herein.

119 The organisational structure of the Center consists of two divisions, a judicial division and an administrative division. The judicial division consists of the following organisational departments and units: • The Reconciliation Department; • The Department of First Instance; • The Appeal Department; and • The Execution Department. The administrative division of the Center consists of a number of structural units mandated to provide technical and administrative support to the judicial division.

Other Relevant Authorities Dubai Municipality Dubai Municipality provides municipal services to the Emirate of Dubai. Its work includes urban planning and zoning, registering granted lands and issuing site plans for granted lands, supervision of construction, environmental protection and improvement, maintaining public parks, regulation and maintenance of international quality standards in construction and building materials, food and consumable items, professional services in laboratory certification and accreditation. Other authorities such as ‘‘Trakhees’’ and certain free zones authorities perform certain Dubai Municipality functions such as issuing building licences and completion certificates in the new developed areas in Dubai.

Dubai Civil Defense Department Generally, in order to obtain a building licence and completion certificate for a building in Dubai, certain approvals and licences are required from other authorities such as from the Dubai Civil Defense Department. This department is responsible for ensuring compliance with safety standards, which include installation of fire safety and other emergency equipment and upon an inspection by the Dubai Civil Defense Department a completion certificate will be issued.

Roads and Transport Authority (‘‘RTA’’) Generally with respect to development in Dubai, the developer must obtain RTA approval of a traffic impact study to ensure that the development complies with the RTA standards and regulations.

Other Relevant Real Estate Legislation Dubai Law No. 8 of 2007 (the ‘‘Escrow Account Law’’) The Escrow Account Law was issued in 6 May 2007 and governs the sale of properties off plan, the payment of the purchase price for such properties into an escrow account and the responsibilities of the escrow agent, which must be a financial institution approved by RERA. The money in the escrow account will only be permitted to be drawn down when certain specified construction milestones are met in accordance with the escrow agreement which has to be approved by RERA. The monies credited to the escrow account shall not be subject to attachment in favour of a developer’s creditors. The developer must retain 5% of the total funds in the escrow account for one year following the completion date, being the date upon which the units sold in the development are registered in the names of the buyers, such funds to be used by the developer to fix any defects in the sold units during that first year. Pursuant to RERA’s current practice, developers are allowed to withdraw a limited amount to cover their administrative and marketing costs. RERA require a regular financial report to be prepared by certified auditors about the project. If there are not sufficient funds, RERA can require the developer to top up the escrow account. The Escrow Account Law stipulates severe penalties for breach of the Escrow Account Law, including imprisonment and/or a fine of not less than AED 100,000.

120 Dubai Law No. 13 of 2008 (‘‘Interim Real Estate Register’’) Dubai Law No. 13 of 2008 regulating the Interim Real Estate Register in the Emirate of Dubai was issued on 14 August 2008 (‘‘Law No. 13’’) and created a register to record all off-plan sales of real estate units (the ‘‘Interim Register’’). Law No. 13 was subsequently amended by Dubai Law No. 9 of 2009 and an implementing regulation to Law No. 13 was issued by the Dubai Executive Council’s Resolution No. 6 of 2010 (‘‘Resolution No. 6 of 2010’’). Law No. 13 provides that any sales off-plan will be void if they are not recorded in the Interim Register. Law No. 13 (as amended) also provides, amongst other things, that: (i) a developer is not permitted to commence selling units off-plan until it has taken possession of the project’s land and obtained all necessary approvals from the competent authorities; (ii) developers are not entitled to charge registration fees and are only permitted to collect limited ‘‘administration fees’’ as approved by the DLD; and (iii) developers are not permitted to claim an increase in the purchase price of units if, after completion of a development, the units have a larger area than originally set out in the contract. Furthermore, developers are required to compensate purchasers where the net area of a unit is more than 5% smaller than that specified in the contract. The compensation payable will be calculated on the basis of the purchase price for the relevant unit. Article 11 of Law No. 13 (as amended) sets out the procedure that must be followed in the event that the developer wishes to terminate an off-plan sales agreement by virtue of the purchaser’s default and the compensation that a developer may obtain in such circumstances. In the event that a purchaser breaches any of its obligations of the off-plan sales agreement, then the following procedures shall be followed: • as per the DLD’s current practice, the developer shall notify the purchaser asking it to abide by its contractual obligations pursuant to the terms of the contract; • the DLD shall give the purchaser a period of 30 days from the date of the developer sending the notice to fulfil its contractual obligations; • if at the end of the notice period the purchaser has not fulfilled its contractual obligations, the developer may: (i) where it has completed construction of at least 80% of the project, retain the full amount paid by the purchaser and demand that the purchaser settles the outstanding purchase price. If this is not possible, the developer may demand that the real estate unit be sold at a public auction and collect the remaining sums owed to it by the purchaser or terminate the sale and purchase agreement and retain up to 40 per cent of the value of the real estate unit and retain the unit; (ii) where it has completed construction of at least 60% of the project, terminate the contract and retain up to 40 per cent of the purchase price stated in the contract; (iii) where it has commenced construction but less than 60% of the construction of the project has been completed, terminate the contract and retain up to 25% of the purchase price stated in the contract; and (iv) where construction has not yet commenced for reasons beyond the developer’s control, and there is no negligence on the developer’s part, terminate the contract and retain up to 30% of the amounts paid by the purchaser. For the purpose of paragraphs (ii) and (iii) above, the developer must refund any amounts due to the purchaser on the earlier of within one year of the termination of the contract or within 60 days from the date of resale of the property. Resolution No. 6 of 2010 provides a non-exhaustive list of events which shall be deemed causes beyond the developer’s control, including that the land on which the project is to be built is dispossessed for public interest, a government authority stops work on the project due to re-planning reasons, excavations or service networks are found on the project’s location or the master developer makes modifications in the project’s location resulting in changing the project’s borders and area in a way that affects the sub-developer in executing its obligations. In addition, Dubai Law No. 9 of 2009 amending certain provisions of Law No. 13 and Resolution No. 6 of 2010 provide RERA with the ability to cancel a project if it considers it appropriate having considered such project’s viability. In such case, the developer is obliged to return all the money paid by the purchasers. In the event that the balance of the project’s escrow account is insufficient to satisfy the amounts owed to the

121 purchasers, the developer shall repay the sums to which purchasers are entitled within 60 days of the project cancellation decision.

Dubai Law No. 27 of 2007 (the ‘‘Strata Law’’) Dubai Law No. 27 of 2007 concerning jointly owned properties (the ‘‘Strata Law’’) was issued on 10 December 2007. Any property which is divided into units intended for separate ownership and which has areas which are used by more than one owner will constitute a jointly owned property. The Strata Law sets out the framework for granting purchasers of individual units in a building freehold ownership rights to their units together with ownership of a proportionate share of the common areas in the building or a master community. The Strata Law also provides for an owners’ association (which is a legal entity in its own right) to manage and operate the common areas of the building. The owners’ association is responsible for, amongst other things, the collection of the service charges (including those from developers who have unsold units in the development) required to maintain and operate the common areas. Each unit owner will be a member of the owners’ association and will have a right to vote on decisions taken by the owners’ association. The DLD has issued several regulations as guidance and implementing regulations for the Strata Law (the ‘‘Directions’’) which set out a number of mandatory requirements which developers must comply with before they are able to sell or continue to sell units in their developments. The Directions introduced an important tool to protect purchasers by requiring developers to disclose detailed information about developments before signing contracts to sell units (a ‘‘Disclosure Statement’’). The Strata Law and the Directions require the jointly owned property structure to be defined in the jointly owned property declaration (‘‘JOPD’’). Any application to the DLD to register a sale of a unit in a development which has been sub-divided for sale as individual units will need to be accompanied by a JOPD setting out details relating to the development and, in particular, details as to how the common areas in the relevant building will be managed. A JOPD is required for each separate plot of land in a development (including a ‘‘volumetric plot’’ comprising a building or part of a building) and will be provided to a purchaser as part of the developer’s Disclosure Statement requirements with other key documents detailing the management and operation of the development. If a developer fails to satisfy the full Disclosure Statement requirements under the Directions, the relevant contract to which the failure relates may be held void.

Dubai Law No. 26 of 2007 and its amendment (the ‘‘Tenancy Law’’) Dubai Law No. 26 of 2007 as amended by Dubai Law No. 33 of 2008 regulates the relation between landlords and tenants in the Emirate of Dubai. The Tenancy Law provides for the rights and obligations of tenants and landlord such as in relation to maintenance, registration of leases, renewal of leases and eviction of tenants during the term of the lease or upon the expiry of the lease and gives tenants legal protection by limiting the eviction of tenants to specific events. In order to control the increase of rent in Dubai, several decrees were issued during the last years and the current decree which governs the increase of rent in Dubai is Dubai Decree No. 43 of 2013 (the ‘‘Rent Cap Decree’’). The Rent Cap Decree specifies the percentage of the maximum increase in the real estate rental in the Emirate of Dubai as follows: • no increase in the existing rent value of the real estate unit shall be allowed if its rental is less than 10% of the average market rental rate; • up to 5% increase of the existing rent value of the real estate unit shall be allowed if the existing rental is less than 11% to 20% of the average market rental rate; • up to 10% increase of the existing rent value of the real estate unit shall be allowed if the existing rental is less than 21% to 30% of the average market rental rate; • up to 15% increase of the existing rent value of the real estate unit shall be allowed if the existing rental is less than 31% to 40% of the average market rental rate; and • up to 20% increase of the existing rent value of the real estate unit shall be allowed if the existing rental is less than 40% of the average market rental rate.

122 Dubai Law No. 14 of 2008 (the ‘‘Mortgage Law’’) The Mortgage Law was issued in 14 August 2008 and governs real estate mortgages and requires a mortgagee to be a licensed bank in the UAE and allow for the mortgage of the real estate units sold off-plan. The Mortgage Law allows the enforcement of the mortgage upon the mortgagor’s default by sending a 30-days’ notice to the mortgager and, if the mortgagor fails to rectify his default, the mortgagee can sell the mortgaged units by auction through Dubai Courts. The Central Bank of the UAE issued the Regulations Regarding Mortgage Loans on 28 October 2013 to protect the financial sector, foster consumer protection and enhance financial stability. This Regulation allows a UAE national, for his first property, to obtain a loan for a maximum of 80% of the property value if the property value is less than or equal to AED 5 million, and a maximum of 70% of the property value if the property value is more than AED 5 million. The maximum loan amount for the second property for a UAE national is 65% of the property value regardless of whether the property value is under or over the AED 5 million threshold. For a non-UAE national, for his first property, the maximum loan allowed is 75% of the property value if the property value is less than AED 5 million and, if it is more than AED 5 million, the maximum loan is 65% of the property value. For a non-UAE national’s second property, the maximum loan is 60% of the property value, regardless of whether the property value is under or over the AED 5 million threshold.

Dubai Decree No. 21 of 2013 regarding the Liquidation of Cancelled Real Estate Projects Dubai Decree No. 21 of 2013 concerning the formation of a special judicial committee for the liquidation of cancelled real estate projects in the Emirate of Dubai and the settlement of the relevant rights was issued on 23 July 2013. Dubai Decree No. 21 of 2013 grants the liquidation committee, amongst others, the following powers: • to consider and decide such issues, demands and claims that may arise between the real estate developers and the purchasers, whose subject matter or cause is cancelled real estate projects; • to liquidate real estate projects cancelled under a final resolution to be issued by RERA, in accordance with the provisions of the Dubai Law No. 13 of 2008 and its executive regulation, and to settle the relevant rights upon deducting the liquidation expenses; and • to consider all executive proceedings, complaints and grievances whose subject matter or cause is cancelled real estate projects. The Decisions of the Committee are final and binding and may not be appealed.

Dubai By Law No. 85 of 2006 regarding the Regulation of Real Estate Brokers’ Register in the Emirate of Dubai Dubai By Law No. 85 of 2006 was issued by the chairman of the DLD on 30 May 2006 which regulates the registration and licensing of real estate brokers, broker’s obligations and responsibilities, commission, settlement of broker’s disputes and penalties in case any broker violates this By Law.

123 MANAGEMENT Board of Directors From the date of Admission, it is expected that the Board of Directors will consist of the eight members listed below.

Year Date expected of to be Name birth Position appointed H.E. Mohamed Ali Rashed Alabbar ...... 1956 Executive Chairman 30 September 2014 Abdul Rahman Hareb Rashed Al Hareb ...... 1968 Non-Executive Director 30 September 2014 Abdullah Saeed Bin Majed Belyoahah ...... 1977 Non-Executive Director 30 September 2014 Ahmad Thani Rashed Al Matrooshi ...... 1958 Non-Executive Director 30 September 2014 H.E. Helal Saeed Al Marri ...... 1976 Independent Non-Executive Director 30 September 2014 Richard Akers ...... 1961 Independent Non-Executive Director 30 September 2014 Mohamed Hadi Ahmed Al Hussaini ...... 1976 Independent Non-Executive Director 30 September 2014 Mohamad Mourad ...... 1974 Independent Non-Executive Director 30 September 2014 The business address of each of the Directors is Building 3, Sheikh Zayed Road, Emaar Business Park, P.O. Box 9440, Dubai UAE. The management expertise and experience of each of the Directors is set out below:

H.E. Mohamed Ali Rashed Alabbar—Chairman H.E. Mohamed Ali Rashed Alabbar is the founding member and Chairman of Emaar Properties PJSC since the Company’s inception in July 1997. Chairman of the Bahrain-based Al Salam Bank, an Islamic bank, Mr .Alabbar is also a Board Member of Noor Investment Group, an affiliate of Dubai Group, the leading diversified financial company of Dubai Holding. Mr. Alabbar is currently spearheading Emaar’s growth strategy of global expansion and business segmentation into property development, hospitality & leisure, shopping malls, healthcare, education and financial services. He also heads Emaar’s joint venture with Italy’s Giorgio Armani to set up the Armani- branded luxury hotel and resort chain in key international destinations. Mr. Alabbar chairs Emaar MGF, the joint venture of Emaar and MGF Developments Limited of India, rolling out the country’s largest FDI in real estate. He is also the Chairman of RSH Limited, the leading pan-Asian marketer, distributor and retailer of international brand names. FDi magazine, published by the Financial Times Group, named Mr Alabbar as ‘‘Middle East Personality of the Year.’’ Arabian Business, the leading regional business magazine, ranked him second in its 2009 list of Power 100: The World’s Most Influential Arabs. Mr. Alabbar holds an Honorary Doctorate in Humanities and is a graduate in Finance and Business Administration, both from Seattle University in the United States. He works closely with regional NGOs, and is especially committed to the cause of educational reform.

Mr. Abdul Rahman Hareb Rashed Al Hareb—Non-Executive Director Mr. Abdul Rahman Hareb Rashid Al Hareb was appointed to the Board of Emaar Properties as a Non-Executive Director in 2012. He is also the Chairman of the Board of TAIB Bank and Oman National Investment Corporation Holding, Chairman of Dubai Aerospace Enterprise Audit Committee and a board member of StandardAero. With over 15 years of experience in audit, risk management and banking, he is currently Head of Group Audit of Dubai Holding, responsible for managing, planning and supervising the annual audit, overall risk assessment, internal control structure and corporate governance evaluation. He also oversees the auditing of all Dubai Holding subsidiaries.

124 Mr. Al Hareb has held various senior positions in National Bank of Dubai and Financial Audit Department. He was also Vice President, Internal Audit Manager at Dubai Islamic Bank. He is a graduate in Business Administration from the Seattle University, USA, and is a member of the American Institute of Certified Public Accountants. Mr. Al Hareb is also a Certified Internal Auditor and a member of the Board of the UAE Internal Audit Association.

Mr Abdullah Saeed bin Majed Belyoahah—Non-Executive Director Mr. Abdullah Saeed Belyoahah serves as a Non-Executive Director of Emaar Properties, having been appointed to the board in 2012. He is a Board Member of the National Bonds Corporation and a member of its Audit Committee. He has served as Head of Operations of the Dubai Financial Support Fund. Mr. Belyoahah is the Acting Director of Debt Management Division of the Department of Finance, Government of Dubai, and is responsible for the consolidation of Dubai sovereign debt, establishing the Debt Management Office and investor relations. He has worked on several key financing initiatives of the Government of Dubai including the USD 1.93 billion Sukuk in 2009, the USD 1.25 billion bonds in 2010, the USD 800 million Salik Securitisation Programme in 2011, and USD 675 million Al Sufouh tram financing in 2011. He was actively involved in the successful completion of the restructuring of Dubai World and Nakheel. Earlier associated with his family business—Emirates Macaroni—handling procurement and marketing, he started his professional career with Istithmar, serving in the consumer products and real estate verticals. He worked on several key acquisitions and strategic divestments, and evaluated real estate investment opportunities globally. Mr. Belyoahah is a graduate in Commerce & Administration from the American University in Dubai, and has won several awards for his work on Salik Securitisation and other financial strategies.

Mr. Ahmad Thani Rashed Al Matrooshi—Non-Executive Director Mr. Ahmad Thani Al Matrooshi serves as Managing Director of Emaar Properties and directly oversees the company’s operations within the UAE. Mr. Al Matrooshi is also the Chairman of Dubai Property Society and Emrill Services LLC, Vice-Chairman of Dubai Investment Park, Member of the Consultation Committee on the Supreme Council for Energy and Chairman of Emaar Utilities. He holds memberships to a number of important organisations in Dubai, including Dubai Investment Park and Dubai Ethics Resource Centre. Mr. Al Matrooshi is the Founder and Chairman of the non-profit Dubai Property Society (DPS), an ongoing forum that ensures a code of ethics for real estate practices and procedures. Prior to joining Emaar Properties in 2005, he was Chief Executive Officer at the government-run Dubai Development Board (DDB) for almost a decade. At the DDB, he ensured affordable housing and competitive financing rates to all residents across the Emirate. He also worked for 14 years as Deputy Director of the Dubai Chamber of Commerce & Industry. Born and brought up in Dubai, Mr. Al Matrooshi holds a Bachelor of Arts in Public Administration and a Diploma in Property Management from NCFE, UK.

H.E. Helal Saeed Al Marri—Independent Non-Executive Director His Excellency Helal Saeed Almarri is the Director General of Dubai’s Department of Tourism and Commerce Marketing (DTCM)—the principal authority responsible for strengthening Dubai’s positioning as a world-leading tourism destination and commercial hub. Under this mandate, his role entails leading the planning, supervision and development of sustainable tourism as an economic enabler for Dubai through enhanced partnerships with industry, and active government and public participation. Additionally, Almarri is responsible for reinforcing Dubai’s growing global significance as the key business hub and networking platform for the Middle East, North Africa and South Asia and is the CEO of Dubai World Trade Centre (DWTC), which is the region’s largest business and consumer event, exhibition and conference hosting and organizing group.

125 A Higher Committee Member for the successful Dubai Expo 2020 bid organization, Almarri is a member of the Expo 2020 Preparatory Committee, which is responsible for the staging of the Expo. In addition to being the Chairman of Sheikh Hamdan Bin Mohammed Bin Rashid Sports Complex, Almarri concurrently serves on the boards of government and UAE-based private sector entities including Dubai Chamber of Commerce and Industry, Dubai Events and Promotions Establishment, International Humanitarian City, ARAMEX and Taaleem Education among others. Having previously been a consultant with McKinsey & Company and KPMG, his experience spans a diverse portfolio of industries across geographies. Helal Almarri holds an MBA from the London Business School, and is a Chartered Accountant from the Institute of Chartered Accountants in England and Wales.

Mr. Richard Akers—Independent Non-Executive Director Mr. Akers is a member of the Royal Institute of Chartered Surveyors with an MA in Engineering Science from Oxford University. He was appointed as Non-Executive Director at Barratt Developments plc in April 2012 and is a member of the company’s Audit, Nomination, Remuneration and Health and Safety committees. He is also a non-executive Advisory Board member of Battersea Power Station Development Company. He served on the Board of Land Securities, where he was Chairman of the retail unit, and the British Council of Shopping Centres

Mr. Mohamed Hadi Ahmed Al Hussaini—Independent Non-Executive Director Mohamed Hadi AL Hussaini, a UAE national, holds a Master’s degree in international business from Switzerland and has professional experiences in banking/finance, real estate and investment sectors. He currently sits on the board of four publicly listed entities Etisalat, Emirates NBD, Emirates Islamic Bank and Dubai Refreshments Company. He sits as well on the board of the Economic Zones World and Dubai Real Estate Corporation. He has served previously on the board of The National General Insurance Company and Takaful House both publicly listed insurance companies, and was appointed as the interim chairman of Dubai Bank after the takeover by Emirates NBD and served as the chairman of Emirates Financial Services. He comes from a prominent family of businessmen primarily engaged in trading businesses.

Mr. Mohamad Mourad—Independent Non-Executive Director Mr. Mourad was appointed Google’s Regional Manager in the Middle East and North Africa (MENA) region in 2011. Prior to joining Google, Mr. Mourad had a diverse career in management consulting and industry, covering technology, media, telecom and consumer goods. His most recent position before moving to Google was with Booz & Company, where he led the Mergers and Acquisitions and Business Development activities for the Middle East Telecommunications, Media and Technology (TMT) practice. Mr. Mourad holds an MBA degree from INSEAD in France.

126 Senior Management In addition to the members of the Board of Directors, the day-to-day management of our operations is conducted by our senior management team, as follows:

Year Date of of Company Name birth Position appointment Nasser Rafi ...... 1977 Chief Executive Officer 1 April 2009 Yazan Mohamed Al Nasser ...... 1965 Chief Financial Officer 1 May 2012 Sally Yacoub ...... 1966 Senior Director and Head of 18 July 2004 Leasing Natalie Bogdanova ...... 1979 Senior Director, Business 1 June 2009 Development and Operations Manohar Raju ...... 1971 Senior Director, Human Resources 1 August 2014 Fouad Jardak ...... 1973 Legal Director 8 May 2011 Juzer Furniturewala ...... 1967 Director, Information Technology 1 February 2011 Steven Cleaver ...... 1968 General Manager, The Dubai Mall 3 January 2012 Robert Williams ...... 1969 General Manager, Dubai Marina 1 September 2013 Mall Mohamed Taher Badri ...... 1945 General Manager, Gold & Diamond 1 April 2003 Park The management expertise and experience of each of the senior management team is set out below:

Nasser Rafi—Chief Executive Officer Mr. Rafi has been with Emaar for nine years and is currently the CEO of Emaar Malls Group. Mr. Rafi is responsible for the strategic growth of Emaar Malls Group, focusing on improving tenant mix policies, growing visitor footfall and increasing retail revenues in Emaar Malls Group’s existing mall portfolio. Mr. Rafi is also responsible for overall design, development planning and global marketing strategy Mr. Rafi has also spearheaded the Company’s internal control policies and procedures, the formulation and review of key controls, IT systems, business processes and management reporting, all of which have significantly improved the overall productivity and operational efficiency of Emaar Malls Group. In his previous role as the Managing Director of Hamptons International—Middle East, Mr. Rafi has a proven track record in identifying market trends and implementing effective sales strategies. He was also involved in establishing the brand identity of Hamptons, developing new consumer segments, evolving a diversified business portfolio and strengthening Hampton’s range of value-added services. Mr. Rafi has a Master of Science in Computer Science in the field of Artificial Intelligence (AI) from Eastern Washington University USA, has extensive experience in Enterprise Resource Planning systems and is a strategic advisor for C-level executives in the area of Technology and Business Intelligence Solutions.

Yazan Mohamed Al Nasser—Chief Financial Officer Mr. Al Nasser has been with Emaar for nine years and is currently CFO of Emaar Malls Group. Mr. Al Nasser is responsible for establishing the internal control policies and procedures, the formulation and review of key financial controls, IT systems, business processes and management reporting, the appraisal of management and investment opportunities and supporting the CEOs of the respective groups in strategic management decisions. Prior to his role at Emaar Malls Group, he was Director of Internal Audit for Emaar Properties and Senior Internal Auditor for Majid Al Futtaim. Mr. Al Nasser was also a Senior Internal Auditor for United Nations (UNRWA). Mr. Al Nasser has a Bachelor’s Degree in Economics and Administrative Sciences from Yarmouk University in Jordan. He also has a Certified Fraud Examiner certification, Certified Internal Control Auditor certification and a Certified Risk and Information System control certification.

127 Sally Yacoub—Senior Director and Head of Leasing Ms. Yacoub is currently the Senior Director and Head of Leasing reporting directly to the CEO. Her function includes managing our leasing portfolio, working with consultants, architects and designers on the development of retail projects. Ms. Yacoub is also responsible for the setting up of leasing strategy and plans, developing the appropriate retail and tenants mix. Ms. Yacoub holds a degree from McGill University, Montreal-Quebec in Public Relations Management.

Natalie Bogdanova—Senior Director, Business Development & Operations Ms. Bogdanova started her career in Asset Management and Leasing at the Dubai World Trade Centre before moving to Emaar Properties Group in January 2003. Ms. Bogdanova took charge of The Dubai Mall as a GM in June 2009. In 2013, she was elevated to Senior Director of Business Development & Operations with focus on upcoming mall expansions. Ms. Bogdanova holds a BA in International Business from Bournemouth University and a Higher National Diploma in Marketing from Dubai Polytechnic.

Manohar Raju—Senior Director, Human Resources Mr. Raju has been with Emaar since July 2004 and is actively involved with various human resourcs related matters at a group level. He has supported the HR function of Emaar Malls Group since its inception and subsequently took charge of the human resources department in September 2009. Mr. Raju holds a Bachelor’s Degree in Science and has also completed his management studies with a specialisation in human resources. He has furthered his qualifications and certification through continuous education from various institutions. Mr. Raju’s work experience spans over 20 years with various industries such as plantation management, logistics, technology and human resource consulting.

Fouad Jardak—Legal Director Mr. Jardak joined Emaar in 2011 and is responsible for the legal function at Emaar Malls Group. He is an attorney at law registered in the Bar of Beirut since 1997 and has 17 years of experience working in various law firms and as in-house director for a large retail group. He has a Bachelor’s Degree in Law and also well versed with Corporate and Commercial law.

Juzer Furniturewala—Director, Information Technology Mr. Furniturewala is a long standing employee of Emaar having joined in January 2003. He holds a Master’s Degree in Finance Management, Bachelors Degree of Engineering in Production amidst many other information technology related qualifications. Mr. Furniturewala has over 25 years of work experience in the areas of ERP implementation, IT systems, development of customized IT applications, planning and production.

Steven Cleaver—General Manager, The Dubai Mall Mr. Cleaver has over 20 years of experience in international retail and mall management and development in the UK, China, Ireland, Saudi Arabia, Eastern Europe and the UAE, as well as significant large scale experience of retail flagship and new country start-up, mall development, management and strategic planning. Prior to his move into mall management Mr. Cleaver spent nearly 10 years with a prominent UK retailer B&Q in a number of senior roles including international opening project manager for flagship developments in China and Ireland.

128 Robert Williams—General Manager, Dubai Marina Mall Mr. Williams joined Emaar Malls Group in September 2013 and has more than 24 years experience in the shopping centre industry. He was previously General Manager of Mega Shopping Mall in Almaty (Kazakhstan) for 7 years and General Manager of GUM Shopping Mall in Moscow for 2 years. Mr. Williams has a MA 1st Hons in Hospitality Management from the University of Wolverhampton (UK) and a BA 1st Hons in Business Administration, Management & Operations from the University of Gloucestershire (UK).

Mohamed Taher Badri—General Manager, Gold & Diamond Park Mr. Badri is currently the General Manager of the Gold & Diamond Park as well as General Manager of Souk Al Bahar, Downtown Boulevard and Community Retail. He deals with all the aspects related to the management, operations, administration & HR, marketing & PR and finance of the malls he directly manages. Mr. Badri holds an MBA from the American University of Beirut, Lebanon and a Bachelor of Commerce from the University of Poona, India.

Corporate Governance Governance Rules The Board is committed to standards of corporate governance that are in line with international best practice. As at the date of this Prospectus, and on and following Admission, the 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 (as amended) (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 thereof. As envisaged by the Governance Rules, the Board will establish two permanent committees: an Audit Committee and a Nomination and Remuneration Committee. If the need should arise, the Board may set up 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 Governance Rules. From the date of Admission, the Board is expected to consist of seven non-executive Directors (excluding the executive Chairman) (the ‘‘Non-Executive Directors’’). The Company regards Helal Al Man, Mohamed Al Hussaini, Mohamad Mourad and Richard Akers as ‘‘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 further require that the Board meet at least once every two months.

Audit Committee The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s 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 the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board. The Audit Committee will give due consideration to the applicable laws and regulations of the UAE, 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 chairman of the committee. In addition, at least one member is required to have recent and relevant audit and accounting experience. The members of the Audit Committee will be

129 appointed following completion of the Global Offering. The Committee will meet not less than 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 the 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 the Group’s 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 members of the Nomination and Remuneration Committee will be appointed following completion of the Global Offering. The Nomination and Remuneration Committee will meet based on the Company’s requirement from time to time.

130 RELATED PARTY TRANSACTIONS We are and have been a party to various agreements and other arrangements with related parties, comprising Emaar Properties and certain of its other subsidiaries. The most significant of these transactions are described below. For details of these transactions and their impact on our financial results as of and for the three years ended 31 December 2013 and as of 30 June 2014 and for the six months ended 30 June 2013 and 2014, please refer to Note 11 of the Historical Financial Information included elsewhere in this Prospectus. Other than the transactions that are described below, we did not engage in any other material related party and interested parties transactions with related parties during the periods specified above.

Leases with related parties Several direct or indirect subsidiaries of Emaar Properties and other related parties lease units in our properties. These related party tenants include Emaar Retail, Symphony LLC, Retail is Detail LLC, RSH Middle East LLC, At The Top LLC and Hospitality Group LLC. In addition to leasing a number of retail units in our malls, Emaar Retail, in particular, operates The Dubai Aquarium and Underwater Zoo, Dubai Ice Rink, SEGA Republic, Reel Cinemas and KidZania, which are the landmark entertainment venues and features of The Dubai Mall. In addition, a number of units in our properties are and in the future may be leased by employees of Emaar Properties or employees of other affiliated companies or the family members of such employees. Leases with Emaar Retail and other related party tenants are entered into on an arm’s length basis pursuant to market terms. See ‘‘Business—Our leases’’ for a detailed description of our lease terms and typical lease arrangements.

Shareholder loan We borrowed AED 6,372 million from Emaar Properties under the Shareholder Loan on 15 April 2010. We repaid a substantial portion of the Shareholder Loan prior to 30 June 2014, with AED 972 million outstanding thereunder as of 30 June 2014. We repaid the outstanding balance of the Shareholder Loan on 3 September 2014. For a more detailed description of the Shareholder Loan and our other financing arrangements, please refer to ‘‘Management’s Discussion and Analysis of Results of Operations and Financial Condition—Financial Liabilities and Contractual Obligations—Liabilities and Indebtedness’’

Relationship Agreement We entered into the Relationship Agreement with Emaar Properties on 7 September 2014. For a description of the principal terms of this agreement, please refer to ‘‘Principal and Selling Shareholders— Relationship Agreement’’.

Technical Services Agreement We entered into the Technical Services Agreement with Emaar Properties on 13 September 2014. For a description of the principal terms of this agreement, please refer to ‘‘Principal and Selling Shareholders— Technical Services Agreement’’.

131 PRINCIPAL AND SELLING SHAREHOLDERS Principal Shareholders The following table sets forth our shareholders holding ordinary shares of Emaar Malls Group PJSC (the ‘‘Ordinary Shares’’) (i) immediately following the conversion of the Company into a public joint stock company with a total share capital of 13,014,300,000 shares of AED 1.00 each and (ii) immediately following the Global Offering:

Immediately following the Following conversion Global Offering Number of Number of Ordinary Ordinary Shares Percentage Shares Percentage Shareholder Emaar Properties ...... 13,014,297,000 100% 84.6% Emirates Property Holdings Limited ...... 3,000 0% 0% Public ...... 0 0% 2,000,000,000 15.4% Total ...... 13,014,300,000 100% 13,014,300,000 100%

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 Prospectus, the Company is not aware of any arrangements that may result in a change in control of the Company.

Selling Shareholders Emaar Properties, which is listed on the Dubai Financial Market, is a global property developer and provider of premium lifestyles, with a significant presence in the Middle East, North Africa and Asia, and is one of the largest real estate developers in the GCC. As of 30 June 2014, Emaar Properties had total assets of nearly USD 19 billion and a land bank of more than 2.4 billion sq ft. in key international markets. With a proven track record in delivery, Emaar Properties has handed over 37,500 residential units in Dubai and other global markets since 2001. Emaar Properties has over 7.4 million sq ft. of recurring revenue generating assets, and 12 hotels and resorts, with over 1,900 rooms. In the first six months of 2014, over 60% of the company’s revenues came from its shopping malls and retail and hospitality and leisure subsidiaries and international operations. Burj Khalifa, the world’s tallest building, and The Dubai Mall, the world’s largest shopping and entertainment mall by gross built-up area, are among Emaar Properties’ trophy developments.

Relationship Agreement On 7 September 2014, the Company entered into an agreement with Emaar Properties (the ‘‘Relationship Agreement’’) which provides that, until the earlier of (a) 10 years following Admission; (b) the date on which Emaar Properties ceases to hold (directly or indirectly) at least 30% of the issued ordinary share capital of the Company; and (c) the mutual agreement of the Parties to terminate the Relationship Agreement, subject to the prior approval of a majority of independent non-executive directors (or if there are two or less independent non-executive directors then the approval of both or the sole independent non-executive director), the Group shall have an option to acquire any future retail assets of any size located anywhere in the GCC that are developed and/or owned by Emaar Properties or any of its affiliates, whether alone or as part of a joint venture with a third party, whether such assets are identified at Admission or afterwards (the ‘‘Development Assets Option’’), save for any entertainment and food and beverage outlet or specialty centre owned and/or developed by Emaar Properties’ hospitality division. The Development Assets Option may be exercised at the sole discretion of the Company, on an asset-by-asset basis, during the period following the date on which the Company is notified by Emaar Properties that signed leases or lease commitments have been obtained in respect of at least 70% of the GLA of the asset in question (the ‘‘commencement date’’) and ending on the date which is 365 days after the later of (i) the commencement date and (ii) the date on which the relevant asset is open to the general public for business. The price payable by the Company (the ‘‘Purchase Price’’) shall be determined by the agreement of the Company and Emaar Properties as to the Fair Market Value (as defined in the Relationship Agreement) of the relevant asset, failing which the Purchase Price should be determined by taking the average of two independent property valuations carried out by two internationally reputable

132 property valuation firms (which are jointly appointed by the Company and Emaar Properties), provided that the Purchase Price shall not be lower than the development cost incurred by Emaar Properties, as determined by one of the Big 4 international audit firms that is independent of both Emaar Properties and the Company. The Purchase Price and the overall terms of the acquisition shall require the approval of the Board of the Company (including the approval of the majority of the independent non-executive directors). The Relationship Agreement will not impose restrictions on the Company’s activities; the Company will be free to acquire assets at any stage of development from third parties, and to develop assets itself. Prior to the exercise of the Development Assets Option and completion of the acquisition of the relevant asset by the Company, the Company has the right to assist and guide Emaar Properties in certain aspects of the development, design and leasing of the proposed retail asset. Any such services shall be provided by the Company on arm’s length terms pursuant to separate consultancy or management agreements to be entered into between the relevant member of the Group and Emaar Properties at the relevant time.

Technical Services Agreement On 13 September 2014, we entered into an agreement with Emaar Properties (the ‘‘Technical Services Agreement’’). Under the Technical Services Agreement, Emaar Properties will provide a number of services to us, including (i) operating and maintaining the Dubai Lake and Fountain, (ii) certain head office services (including in respect of corporate finance, group strategy and investor relations), (iii) insurance services, (iii) marketing services, including sponsorship, events and media campaigns, (v) security services, (vi) facility management services, (vii) general corporate services including asset management and procurement, (viii) business operations and external relations services, and (ix) customer relationship management services, including technical and business support services. As compensation for the provision of these services, we will reimburse an agreed-upon percentage of the related costs incurred by Emaar Properties, ranging from 15% to 25% for the costs of the management and staff of Emaar Properties’ corporate departments that will be involved in the provisions of the services, to 40% for the costs of operating the Dubai Lake and Fountain, 40% for the costs of marketing campaigns and 50% for the staff costs related to facility management. The Technical Services Agreement has no fixed termination date, but may be terminated by Emaar Properties giving the Company 120 days’ written notice of termination.

133 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, United Arab Emirates, pursuant to Federal Law No. 8 of 1984 concerning commercial companies, as amended (the ‘‘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 1 October 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 ‘‘Our Memorandum and Articles of Association’’ below. All prospective investors must note that the notice for convening the constitutive general assembly of the Company (‘‘Constitutive General Assembly’’) is served pursuant to this Prospectus. Please see ‘‘Description of Share Capital—Notice of Constitutive General Assembly’’. The Constitutive General Assembly meeting will take place at 8:00 am (UAE time) on 30 September 2014 at the Diamond Ballroom, the Address Hotel, The Dubai Mall, 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 notarized by a notary public in the UAE and/or attested by the relevant UAE embassy and legalized 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 the Selling Shareholders 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 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.

Our Share Capital On incorporation as a limited liability company on December 28, 2005, our share capital was AED 300,000 divided into 300 shares of AED 1,000 each. After conversion of the Company from a limited liability company to a public joint stock company, its share capital structure will change. Its share capital, after conversion into a public joint stock company, will be AED13,014,300,000 divided into 13,014,300,000 Ordinary Shares of AED 1.00 each, which will have been subscribed by the Selling Shareholders in full based on an exemption the Company has obtained from Article 78 of the Companies Law. The Selling Shareholders will offer 15.4% of the Company’s share capital for sale as part of the Global Offering.

Our Memorandum and Articles of Association The following is a summary of the rights under our Articles and the Companies Law which attach to the existing Shares, with which the offered Shares will rank pari passu in all respects. In the following description of the rights attaching to the Shares, a holder of Shares and a shareholder is, in both cases, the person registered in the Company’s register of shareholders as the holder of the relevant shares.

134 Objective As set out in Article 4 of the Articles, the principal business activities of the Company are retail set-up development and management, ownership and operation of shopping malls and all related services and activities, facilities management services, fish and live animal trading and breeding of marine species and animals, development, management and ownership of aquarium parks, development, management and ownership of ski domes and skating rinks, management and ownership of electronic game arcades and kids amusement arcades and advertisement designing and producing. The Company is authorised to carry out its activities anywhere in the world and to do such things as may be necessary to achieve its objectives in the manner set out in the Articles.

Share Capital All Shares rank in all respects equally with all other Shares of the same class. Shares are indivisible, but two or more persons may jointly hold one or more Shares, provided they are represented before the Company by one person only. Joint holders of one Share are responsible jointly for the obligations arising from such Share. Each 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 Shares will be dematerialised and the share register will be maintained by the DFM. The Shares may be sold, transferred, pledged, or otherwise disposed of in accordance with the provisions of the Articles and the applicable 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 shares of the deceased shareholder. Such heir shall be entitled to dividends and other privileges which the deceased shareholder had. Such person, after being registered in the Company in accordance with these Articles, shall have the same rights as a shareholder as the deceased shareholder had in relation to such Shares. The estate of the deceased shareholder shall not be exempted from any outstanding obligation relating to any Share held by him or her at the time of death. Any person who becomes entitled to rights to 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 • select either to be registered as a shareholder or to nominate another person to be registered as a shareholder of the relevant 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 shares; • increase the nominal value of the its shares; and • sub-divide all or any of its 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 shares; (ii) the merging of the reserve into the share capital; or (iii) the conversion of debentures into shares. New shares shall be issued with a nominal value equal to the nominal value of the original shares.

135 The extraordinary general assembly may resolve to add a premium to the nominal value of the shares and specify its amount provided that the approval of the SCA is obtained. This premium should be contributed to the legal 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 Shares on a pre-emptive or non-pre-emptive (in certain circumstances) basis based on a recommendation from the Board and a special resolution from the Shareholders at an extraordinary general assembly. Any issuances of new shares will also require the SCA’s approval of the size and terms of the issuance (including as to whether it is done on a pre-emptive or non-pre-emptive basis). If the Shareholders decide to issue new 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 shares, the dates of the subscription period and the price of the new shares. The shareholders must inform the Company within such period of their desire to purchase such 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 Shares shall be paid to the holder of those 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 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% of the annual net profits and allocated to the legal reserve. Such deduction shall cease to occur when the total amount of the reserve is equal to at least 50% of the share capital of the Company. If the legal reserve falls below this threshold, the Company will be required to resume deductions.

Transfer of Shares The Articles provide that the transfer of Shares shall be governed by and shall comply with the regulations applicable to companies listed on DFM. The 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 Shares shall at all times be subject to the requirement for GCC nationals to hold at least 51% 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 of Directors 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 of Directors when necessary, appointing auditors and determining their fees; • reviewing the Board of Directors’ recommendations on distribution of profits; and • discharging the Board of Directors 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% 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

136 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; • the dissolution of the Company or its merger with another company; and • any amendment to the Articles. The 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% of the share capital of the Company. The quorum for an extraordinary general assembly is the attendance of Shareholders representing at least 75% 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% 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 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 prior to the predetermined date in the Articles; 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% of the 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 eight 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 Selling Shareholders for a period of 3 years commencing on the date of incorporation. At least half, although not the majority, of the Board must be UAE nationals based on the Company being exempt from Article 100 of the Companies Law. However, the chairman of the Board must be a UAE national. All Board members shall hold a term of 3 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 such 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 of Directors 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 of Directors. 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 of Directors 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.

137 Powers of the Board The chairman, vice-chairman, managing director or any other authorised Board member 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.

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 reasoning for the refusal to sign the minutes, 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% of the amount equivalent to the annual net profits of the Company after deducting depreciation, legal reserve deduction and distribution of a dividend of at least 5% 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; 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.

138 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 Company is liquidated pursuant to a court judgment, the court should specify the method of liquidation and appoint the liquidator. 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. The 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.

Form of Notices and Communications Unless the Articles expressly require otherwise, any notice, document or information to be sent or supplied by the Company to shareholders (including forms of appointment of a proxy and copies of the Company’s annual accounts) may be sent or supplied in hard copy form, in electronic form (for example, by email or facsimile) or by means of the Company’s or another website.

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 General Assembly meeting shall correspond to the number of Shares such investor receives following the allotment process.

Notice of Constitutive General Assembly meeting

Date: / / 2014

Dear Sir or Madam, Thank you for applying to purchase shares in Emaar Malls Group PJSC (a public joint stock company, under incorporation in the Emirate of Dubai, United Arab Emirates) (‘‘Company’’). This is to notify you that in accordance with Article (88) of the UAE Commercial Companies Law No. 8 of 1984 and its amendments, the Founders of the Company are pleased to invite you to attend the first meeting of the constitutive general assembly which will be held at Diamond Ballroom, the Address Hotel, The Dubai Mall at 8:00 am on Tuesday 30 September 2014. If the required quorum for the first meeting is not present, a second meeting will be held at the same venue on Wednesday on 1 October 2014 at 8:00 am. If the required quorum is not present for the second meeting, a third meeting will be held at the same venue on Thursday on 2 October 2014 at 8:00 am. The constitutive general assembly is valid with the attendance of shareholders holding three quarters of the shares of the Company or their representatives and the assembly will be headed by the person elected by the assembly from amongst the founders.

The agenda of the constitutive general assembly is as follows:

1. Reviewing and ratifying the founders committee’s report in respect of the incorporation of the Company and its related expenses. 2. Ratifying the Memorandum of Association and Articles of Association of the Company.

139 3. Approving the appointment of the first Board of Directors for three years as per article 23 of the Articles of Association of the Company. 4. Ratifying the appointment of the Company’s auditor. 5. Announcing the incorporation of the Company. Each Individual Investor and each Qualified Institutional Investor which has been allocated shares may attend the meeting in person or through an authorized representative. In the event a representative of the shareholder will attend, he/she must bring along a written proxy authorizing his/her attendance on behalf of the original shareholder (attached is a sample proxy). It should be noted that if the proxy holder is not a shareholder, then the proxy needs to be notarized and the proxy holder should not be one of the Company’s Board members; and the proxy holder should not be representing shares for more than one shareholder of a value that exceed 5% of the share-capital of the Company. Any change in the dates above, will be announced through the local newspapers. Should you attend in person, kindly bring your proof of identification (identification card, passport or proxy). If you are attending through an authorized representative, your original allotment letter, a certified copy of your passport and the original passport of your representative are required.

Yours faithfully,

Founding Committee

Form of Proxy

Proxy for Attending and Voting at the Constitutive General Assembly meeting of Emaar Malls Group PJSC (Under Incorporation) We/I, the undersigned , hereby appoint and authorize pursuant to this proxy Mr./Ms (The ‘Attorney’) to attend the Constitutive General Assembly meeting of Emaar Malls Group PJSC (Under Incorporation) on my/our behalf. The Attorney shall have the right to vote on all matters discussed in the meeting whether the meeting was held on its original date or postponed to any other date. The Attorney shall also have the right to sign all decisions and documents in this regard.

Signature:

Messers:

Date:

140 TAXATION Certain US federal income tax consequences The following is a summary of certain US federal income tax consequences of the acquisition, ownership and disposition of Shares by a US Holder (as defined below). This summary deals only with initial purchasers of Shares that are US Holders and that will hold the Shares as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of Shares by particular investors (including consequences under the alternative minimum tax or net investment income tax), and does not address state, local, non-US or other tax laws. This summary also does not address tax considerations applicable to investors that own (directly or indirectly) 10%. or more of the voting stock of the Company, nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, investors that will hold the Shares as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes or investors whose functional currency is not the US dollar). As used herein, the term ‘‘US Holder’’ means a beneficial owner of Shares that is, for US federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or organised under the laws of the United States or any State thereof, (iii) an estate the income of which is subject to US federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal income tax purposes. The US federal income tax treatment of a partner in an entity treated as a partnership for US federal income tax purposes that holds Shares will depend on the status of the partner and the activities of the partnership. Prospective purchasers that are entities treated as partnerships for US federal income tax purposes should consult their tax advisers concerning the US federal income tax consequences to their partners of the acquisition, ownership and disposition of Shares by the partnership. The summary assumes that the Company is not a passive foreign investment company (a ‘‘PFIC’’) for US federal income tax purposes, which the Company believes to be the case. The Company’s possible status as a PFIC must be determined annually and therefore may be subject to change. If the Company were to be a PFIC in any year, materially adverse consequences could result for US Holders. This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect. THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY PURCHASERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE US INTERNAL REVENUE CODE. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING OF THE SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-US AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Dividends General Subject to the PFIC rules discussed below, distributions paid by the Company out of current or accumulated earnings and profits (as determined for US federal income tax purposes) generally will be taxable to a US Holder as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the Shares and thereafter as capital gain. However, the Company does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should therefore assume that any distribution by the Company with respect to Shares will be reported as ordinary dividend

141 income. US Holders should consult their own tax advisers with respect to the appropriate US federal income tax treatment of any distribution received from the Company. Prospective purchasers should consult their tax advisers concerning the applicability of the foreign tax credit and source of income rules to dividends on the Shares.

Foreign Currency Dividends Dividends paid in AED will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received by the US Holder, regardless of whether the AED are converted into US dollars at that time. If dividends received in AED are converted into US dollars on the day they are received, the US Holder generally will not be required to recognise foreign currency gain or loss in respect of the dividend income.

Sale or other Disposition Subject to the PFIC rules discussed below, upon a sale or other disposition of Shares, a US Holder generally will recognise capital gain or loss for US federal income tax purposes equal to the difference, if any, between the amount realised on the sale or other disposition and the US Holder’s adjusted tax basis in the Shares. This capital gain or loss will be long-term capital gain or loss if the US Holder’s holding period in the Shares exceeds one year. A US Holder’s tax basis in an Share generally will be its US dollar cost. The US dollar cost of an Share purchased with foreign currency will generally be the US dollar value of the purchase price on the date of purchase, or the settlement date for the purchase in the case of Shares traded on an established securities market, within the meaning of the applicable Treasury Regulations, that are purchased by a cash basis US Holder (or an accrual basis US Holder that so elects). Such an election by an accrual basis US Holder must be applied consistently from year to year and cannot be revoked without the consent of the Internal Revenue Service (the ‘‘IRS’’). The amount realised on a sale or other disposition of Shares for an amount in foreign currency generally will be the US dollar value of this amount on the date of sale or disposition. On the settlement date, the US Holder generally will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of Shares traded on an established securities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

Disposition of Foreign Currency Foreign currency received on the sale or other disposition of an Share will have a tax basis equal to the US dollar value on the settlement date. Foreign currency that is purchased generally will have a tax basis equal to the US dollar value of the foreign currency on the date of purchase. Any gain or loss recognised on a sale or other disposition of a foreign currency (including its use to purchase Shares or upon exchange for US dollars) will be US source ordinary income or loss.

Passive Foreign Investment Company Considerations The Company does not believe that it should be treated as a PFIC for US federal income tax purposes but the Company’s possible status as a PFIC must be determined annually and therefore may be subject to change. If the Company were to be treated as a PFIC, US Holders of Shares would be required (i) to pay a special US addition to tax on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale of Shares at ordinary income (rather than capital gains) rates in addition to paying the special addition to tax on this gain. Prospective purchasers should consult their tax advisers regarding the potential application of the PFIC regime.

Backup Withholding and Information Reporting Payments of dividends and other proceeds with respect to Shares by a US paying agent or other US intermediary will be reported to the IRS and to the US Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to comply with applicable

142 certification requirements. Certain US Holders are not subject to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Foreign Financial Asset Reporting US taxpayers that own certain foreign financial assets, including equity of foreign entities, with an aggregate value in excess of USD 50,000 at the end of the taxable year or USD 75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an information report with respect to such assets with their tax returns. The Shares are expected to constitute foreign financial assets subject to these requirements unless the Shares are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). US Holders should consult their tax advisers regarding the application of the rules relating to foreign financial asset reporting.

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 Global 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 Global 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 as such, any dividend payments made by the Company should be made free of UAE withholding tax, unless the applicable tax regime in the UAE changes.

143 SUBSCRIPTION AND SALE We, the Selling Shareholders and the Joint Bookrunners named below have entered into Underwriting Agreement with respect to the Shares. Subject to the satisfaction of certain conditions set out in the Underwriting Agreement (described below), each Joint Bookrunner has agreed, severally but not jointly, to purchase or procure purchasers for such number of Shares as are set forth opposite its name in the following table.

Joint Bookrunner Number of Shares BofAML ...... 433,333,333 J.P. Morgan ...... 433,333,333 Morgan Stanley ...... 433,333,334 HSBC Bank Middle East Limited ...... 175,000,000 National Bank of Abu Dhabi PJSC ...... 175,000,000 Emirates Financial Services PSC ...... 175,000,000 EFG Hermes UAE Limited ...... 175,000,000 Total ...... 2,000,000,000

The Offer Price range is AED 2.50 to AED 2.90 per Share. The Joint Bookrunners will receive an aggregate underwriting commission equal to 1.25% of the amount equal to the Offer Price multiplied by the aggregate number of Shares sold in the Global Offering. In addition, the Joint Bookrunners may receive a discretionary fee of up to 0.75% of the amount equal to the Offer Price multiplied by the aggregate number of Shares sold in Global Offering. All expenses of the Global Offering will be borne by the Selling Shareholders.

Underwriting Agreement In the Underwriting Agreement, the Company and the Selling Shareholders have made certain representations and warranties and agreed to indemnify the several Joint Bookrunners against certain liabilities, including liability under the Securities Act. The Joint Bookrunners are offering the Shares and when, as and if delivered to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the Shares, and other conditions contained in the Underwriting Agreement, such as Admission and the receipt by the Joint Bookrunners of officers’ certificates and legal opinions. The Joint Bookrunners may terminate the Underwriting Agreement prior to the closing of the Global Offering under certain specified conditions that are typical for an agreement of this nature. If any of such conditions are not satisfied or waived, or the Underwriting Agreement is terminated prior to the closing of the Global Offering, then this Global Offering will lapse.

Pricing of the Global Offering Prior to this Global Offering, there has been no public market for the Shares. The Offer Price will be determined by negotiations between the Joint Global Coordinators, the Joint Bookrunners, the Selling Shareholders and us. Among the factors considered in determining the Offer Price following the bookbuilding process will be our future prospects and the prospects of our industry in general, our revenue, our net profit and certain other financial operating information with respect to us in recent periods, and the financial ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours.

Lock-up Arrangements Pursuant to the terms of the Underwriting Agreement dated 14 September 2014, we and the Selling Shareholders, which held all of the Shares immediately prior to the Global Offering, have contractually agreed, for a period of 180 days after the Closing Date, not to (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 ordinary shares (‘‘Ordinary Shares’’) or other shares of the Company, or securities convertible or exchangeable into or exercisable for any Ordinary Shares or warrants or other rights to purchase Ordinary Shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the Ordinary Shares, (ii) enter into any swap, or any other agreement

144 or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Ordinary Shares, in each case, whether any such transaction is to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, 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, such consent not to be unreasonably withheld or delayed. The foregoing restriction will not apply to: (i) the sale of ordinary shares of the Company by the Selling Shareholders in the Global Offering; (ii) any inter-company transfers of Ordinary Shares by a Selling Shareholder, in favour of its affiliates (provided that the transferee agrees to the comply with the foregoing restrictions and that such transfer occurs on terms and conditions that do not conflict with the Global Offering); (iii) accepting a general offer made to all holders of Ordinary Shares then in issue (other than Ordinary Shares held by the person making the offer or its affiliates) on terms which treat all holders of Ordinary Shares alike, or executing and delivering an irrevocable commitment or undertaking to accept such a general offer (without any further agreement to transfer or dispose of any Ordinary Shares or any interest therein); (iv) taking up any rights granted in respect of a pre-emptive share offering by the Company; (v) selling or otherwise disposing of Ordinary Shares pursuant to any offer by the Company to purchase its own Ordinary Shares which is made on identical terms to all holders of Ordinary Shares in the Company; (vi) any disposal by and/or allotment and issue of shares to the Selling Shareholder pursuant to any capital reorganisation in respect of any Ordinary Shares beneficially owned, held or controlled by the Selling Shareholder, provided that any shares issued to or otherwise acquired by the Selling Shareholder pursuant to such capital reorganisation shall be subject to the restrictions of this clause; or (vii) transferring or otherwise disposing of Ordinary Shares pursuant to a compromise or arrangement between the Company and its creditors or any class of them or between the Company and its members of any class of them which is agreed to by the creditor or members and (where required) sanctioned by any applicable authority.

Allocation The Global Offering comprises the Qualified Institutional Offering, the Exempt Offer and the UAE Individual Offer. The allocation of Shares among the Qualified Institutional Offering, the Exempt Offer and the UAE Individual Offer will be determined by the Joint Global Coordinators, the Joint Bookrunners, the Selling Shareholders and us. Pursuant to UAE Counsil of Ministers’ Resolution No. 8 of 2006, the Emirates Investment Authority has the right to purchase up to 5% of the Shares. Factors that may be taken into account by the Joint Global Coordinators, the Joint Bookrunners, the Selling Shareholders and us when determining the allocations between prospective investors in the event of over-subscription may include participation in the marketing process for the Global Offering, holding behaviour in previous offerings, holdings in similar companies, pre-funding of indication of interest and other factors that we, the Joint Global Coordinators and the Selling Shareholders may deem relevant.

Other relationships Subject to the terms and conditions of the Underwriting Agreement, each of the Joint Bookrunners and any affiliate, acting as an investor for its own account, in connection with the Global 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 Global Offering. Accordingly, references in this Prospectus to the Shares being offered or placed should be read as including any offering or placement of Shares to the Joint Bookrunners and any affiliate acting as an investor for its own account. None of the Joint Bookrunners intend to disclose the extent of any such investment or transactions otherwise than to the Company and the Selling Shareholders and in accordance with any legal or regulatory obligation to do so. In addition, in connection with the Global Offering, certain of the Joint Bookrunners may enter into financing arrangements with investors, such as share swap arrangements or

145 lending arrangements where securities are used as collateral, that could result in such Joint Bookrunners acquiring shareholders in the Company.

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 Prospectus 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 Prospectus 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. The Underwriting Agreement provides that certain of the Joint Bookrunners may, directly or through their respective US broker-dealer affiliates, arrange for the offer and resale of the Shares within the United States only to a person who such Joint Bookrunner reasonably believes is a QIB purchasing for its own account or for the account of another QIB in reliance on Rule 144A. 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 in accordance with Rule 144A or pursuant to another exemption from registration under the Securities Act.

United Kingdom In the United Kingdom, this Prospectus 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 securities described herein are only available in the United Kingdom to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities 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 Prospectus or any of its contents.

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 contemplated herein have been offered of 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 the 2010 Amending 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 Bookrunners 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 Group or any Joint Bookrunner of a Prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospective Directive in a Relevant Member State, and each person who initially

146 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 so defined or in circumstances in which the prior consent of the Joint Bookrunners has been obtained to each such proposed offer or resale. The Company, the Selling Shareholders, the Joint Bookrunners and their respective affiliates, and others will rely (and the Company and the Selling Shareholders each acknowledge that the Joint Bookrunners 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 Joint Bookrunners of such fact in writing may, with the consent of the Joint Bookrunners, be permitted to subscribe for or purchase Shares.

United Arab Emirates (excluding the Dubai International Financial Centre) This Prospectus 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 document, you should consult an authorised financial adviser. By receiving this Prospectus, the person or entity to whom it has been issued understands, acknowledges and agrees that this Prospectus has not been approved by or filed with the UAE Central Bank, the UAE Securities or Commodities Authority (the ‘‘SCA’’) or any other authorities in the UAE, nor have the Joint Bookrunners received authorisation or licensing from the UAE Central Bank, 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 Joint Bookrunners is a licensed broker, dealer or investment advisor under the laws 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. This 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 Prospectus is intended to constitute investment, legal, tax, accounting or other professional advice. This Prospectus is for your information only and nothing in this Prospectus 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 respective 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 (MKT) module of the Dubai Financial Services Authority (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.

147 Kingdom of Saudi Arabia This Prospectus may not be distributed in the Kingdom of Saudi Arabia (‘‘KSA’’), except to such persons as are permitted under the Offers of Securities Regulations (the ‘‘Saudi Regulations’’) issued by the Board of the Capital Market Authority (the ‘‘Capital Market Authority’’) resolution number 2-11-2004 dated 4 October 2004 and amended by the Board of the Capital Market Authority resolution number 1-28-2008 dated 18 August 2008. The Capital Market Authority does not make any representations as to the accuracy or completeness of this Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Prospectus. Prospective investors of the Shares should conduct their own diligence on the accuracy of the information relating to the Shares. If a prospective purchaser does not understand the contents of this Prospectus, he or she should consult an authorised financial adviser. The Shares must not be advertised, offered or sold and no memorandum, information circular, brochure or any similar document has or will be distributed, directly or indirectly, to any person in the KSA other than to Sophisticated Investors within the meaning of Article 10 of the Saudi Regulations. The offer of Shares in the KSA shall not, therefore, constitute a ‘‘public offer’’ pursuant to the Saudi Regulations. Prospective investors are informed that Article 17 of the Saudi Regulations places restrictions on secondary market activity with respect to the Shares. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above stated jurisdictions shall not be recognised by us.

Lebanon This Prospectus 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 Prospectus is aimed at institutions and sophisticated, high net worth individuals only, and this Prospectus will not be provided to any person in Lebanon except upon the written request of such person. Recipients of this Prospectus should pay particular attention to the section titled ‘‘Risk Factors’’ in this Prospectus. 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 This Prospectus does not constitute a public offer of securities in the Sultanate of Oman, as contemplated by the Commercial Companies Law of Oman (Royal Decree No. 4/1974) or the Capital Market Law of Oman (Royal Decree No. 80/1998) and Ministerial Decision No.1/2009 or an offer to sell or the solicitation of any offer to buy non-Omani securities in the Sultanate of Oman. This document is strictly private and confidential. It is being provided to a limited number of sophisticated investors solely to enable them to decide whether or not to make an offer to the Company to enter into commitments to invest in the Shares outside of the Sultanate of Oman, upon the terms and subject to the restrictions set out herein and may not be reproduced or used for any other purpose or provided to any person other than the original recipient. Additionally, this document is not intended to lead to the making of any contract within the territory or under the laws of the Sultanate of Oman. The Company is incorporated and existing under the laws of the UAE. The Capital Market Authority and the Central Bank of Oman take no responsibility for the accuracy of the statements and information contained in this Prospectus or for the performance of the Company with respect to the Shares nor shall they have any liability to any person for damage or loss resulting from reliance on any statement or information contained herein.

148 Bahrain The Shares have not been offered or sold, and will not be offered or sold to any person in the Kingdom of Bahrain except on a private placement basis to persons who are ‘‘accredited investors’’. For this purpose, an ‘‘accredited investor’’ means: (i) an individual holding financial assets (either singly or jointly with a spouse) of USD 1,000,000 or more; (ii) a company, partnership, trust or other commercial undertaking which has financial assets available for investment of not less than USD 1,000,000; or (iii) a government, supranational organisation, central bank or other national monetary authority or a state organisation whose main activity is to invest in financial instruments (such as a state pension fund).

Kuwait The Shares have not been and will not be offered, sold, promoted or advertised in Kuwait except on the basis that an offer is made in compliance 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 governing the issue, offering and sale of securities. 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, other than on the basis that an offer is made: (i) in compliance with all applicable laws and regulations of the State of Qatar including the Qatar Financial Centre; and (ii) through persons or corporate entities authorized and licensed to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign securities in the State of Qatar.

Jordan Any marketing of the Shares to Jordanian investors shall be done by way of private placement only. The Shares are being offered in Jordan on a cross border basis based on one-on-one contacts to no more than 30 potential investors and accordingly the Shares will not be registered with the Jordanian Securities Commission and a local prospectus in Jordan will not be issued.

Japan The Shares have not been and will not be registered under the Financial Instruments and Exchange Law, as amended (the ‘‘FIEL’’). This document 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 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 Prospectus 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. Neither this Prospectus 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. Neither this Prospectus nor any other offering or marketing material relating to the Global Offering, the Company or the Shares have been or will be filed with or approved by any Swiss regulatory authority. In

149 particular, this Prospectus will not be filed with, and the offer of Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (‘‘FINMA’’), and the offer of Shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (‘‘CISA’’). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Shares.

Hong Kong This Prospectus 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 Prospectus 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 Prospectus 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 Prospectus and 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 6 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.

150 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.

Rule 144A Each purchaser of the Shares within the United States pursuant to Rule 144A, by accepting delivery of this Prospectus, will be deemed to have represented, agreed and acknowledged that: (i) It is (a) a qualified institutional buyer within the meaning of Rule 144A (a ‘‘QIB’’), (b) acquiring such Shares for its own account or for the account of a QIB and (c) aware, and each beneficial owner of such Shares has been advised, that the sale of such Shares to it is being made in reliance on Rule 144A. (ii) It understands that such Shares have not been and will not be registered under the Securities Act and may not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A to a person that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the account of a QIB, (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case in accordance with any applicable securities laws of any State of the United States. (iii) It understands that such Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect: THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS SECURITY. (iv) The Company, the Joint Bookrunners and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is acquiring any Shares for the account of one or more QIBs, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. Prospective purchasers are hereby notified that sellers of the Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

151 Regulation S Each purchaser of the Shares outside of the United States pursuant to Regulation S, by its acceptance of delivery of this Prospectus 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 such Shares from the company or an affiliate thereof in the initial distribution of such Shares. • The purchaser (i) is aware that such 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, the Selling Shareholders, the Joint Global Coordinators and the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of the acknowledgements, representations and agreements in the foregoing paragraphs.

152 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 bookbuilding period. Application forms will be available from the Joint Bookrunners. Investors who receive an allocation of Shares will be required to deliver to the Joint Bookrunners 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 29 September 2014. Payment for the Shares purchased in connection with the Qualified Institutional Offering shall be made in either USD or AED, as specified by each purchaser to the Joint Bookrunners during the bookbuilding process. Purchasers will be required to make full payment for the Shares to the Joint Bookrunners for receipt by the Joint Bookrunners on the business day prior to the expected Closing Date. In the event of a failure to make timely payment, purchasers of Shares may incur significant charges. 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 Global 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.

153 LEGAL MATTERS Certain legal matters with respect to the Global Offering will be passed upon for us by Linklaters LLP, London, England, Linklaters LLP, Dubai, UAE and Al Tamimi & Co, Dubai, UAE. Certain legal matters with respect to the Global Offering will be passed upon for the Joint Bookrunners by Allen & Overy LLP, London, England and Allen & Overy LLP, Dubai, UAE.

INDEPENDENT ACCOUNTANTS Ernst & Young Middle East, Dubai Branch, of P.O. Box 9267, Level 28 Al Attar Business Tower, Sheikh Zayed Road, Dubai, UAE, have reported on our historical financial information as of and for the years ended 31 December 2011, 2012 and 2013 and as of 30 June 2014 and for the six-month period ended 30 June 2014 as stated in their report appearing herein.

154 GENERAL INFORMATION 1 It is expected that the Shares will be admitted to trading on the Dubai Financial Market on 2 October 2014. 2 We have obtained all consents, approvals and authorisations in the UAE in connection with the Global 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 Prospectus at the registered offices of the Company: • the Articles; • the report from Ernst & Young Middle East, Dubai Branch set out under heading ‘‘Historical Financial Information’’; and • this Prospectus. The registered office of the Company is located at Building 3, Sheikh Zayed Road, Emaar Business Park, P.O.Box 9440, Dubai UAE. 4 There has been no significant change in our financial or trading position since 30 June 2014, the date to which our Historical Financial Information was prepared. There has been no material change in the aggregate market value of our properties since 30 June 2014, which is the date as of which our properties were assigned their market value in the Valuation Report. 5 The following table sets forth a list of our subsidiaries:

Country of Percentage of incorporation and shares held as at Name registered office 1 September 2014 The Dubai Mall LLC ...... Dubai 99% Emaar Dubai Malls LLC ...... Dubai 99% Emaar International Malls LLC ...... Dubai 99% Gold and Diamond Park LLC ...... Dubai 99% The Greens Center LLC ...... Dubai 99% 6 Ernst & Young Middle East, Dubai Branch has given and has not withdrawn its written consent to the inclusion in this Prospectus of its report set out under heading ‘‘Historical Financial Information’’, in the form and context in which it appears. 7 JLL has given and not withdrawn its written consent to the inclusion in this Prospectus of its name, its report in the Annex to this Prospectus entitled ‘‘Annex A: JLL Valuation Report’’ and the references thereto in the form and context in which they appear and has authorised the contents of those parts of this document which comprise its reports.

155 HISTORICAL FINANCIAL INFORMATION Emaar Malls Group PJSC Index to Historical Financial Information Accountant’s report on historical financial information ...... F-2 Income Statement for the years ended December 31, 2011, 2012 and 2013 and for the six month periods ended 30 June 2013 and 2014 ...... F-4 Statement of Other Comprehensive Income for the years ended December 31, 2011, 2012 and 2013 and for the six month periods ended 30 June 2013 and 2014 ...... F-5 Statement of Financial Position as at December 31, 2011, 2012 and 2013 and as at 30 June 2014 . F-6 Cash Flow Statement for the years ended December 31, 2011, 2012 and 2013 and for the six month periods ended 30 June 2013 and 2014 ...... F-7 Statement of Changes in Equity as at December 31, 2011, 2012 and 2013 and for the six month periods ended 30 June 2013 and 2014 ...... F-8

F-1 14 September 2014 The Directors Emaar Malls Group LLC Building 3, Level 4 Emaar Square, Downtown Dubai P.O.Box 191741 Dubai United Arab Emirates

Dear Sirs Emaar Malls Group LLC We report on the historical financial information of Emaar Malls Group LLC for the years ended 31 December 2013, 2012 and 2011 and the six month period ended 30 June 2014 set out in pages F4 to F44 (‘‘Historical Financial Information’’). This financial information has been prepared for inclusion in the prospectus dated 14 September 2014 of Emaar Malls Group PJSC (‘‘Under Incorporation’’) on the basis of the accounting policies set out in note 2.1. This report is required by the Emirates Securities and Commodities Authority [ESCA] and is given for the purpose of complying with that requirement and for no other purpose. Save for any responsibility which we may have to those to whom this report is expressly addressed and for any responsibility arising under UAE law to investors purchasing shares in reliance on this report, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report. We have not audited or reviewed the financial information for the six month period ended 30 June 2013 and accordingly do not express an opinion thereon.

Responsibilities The Directors of Emaar Malls Group LLC are responsible for preparing the Historical Financial Information in accordance with the basis of preparation set out in note 2.1 to the Historical Financial information. It is our responsibility to form an opinion on the Historical Financial Information and to report our opinion to you.

Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom for an investment circular prepared for issue in connection with a securities transaction governed wholly or in part by the laws and regulations of the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the Historical Financial Information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the historical financial information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Historical Financial Information is free from material misstatement whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

F-2 Opinion In our opinion, the Historical Financial Information gives, for the purposes of the prospectus dated 14 September 2014, a true and fair view of the state of affairs of Emaar Malls Group LLC as at the dates stated and of its profits, cash flows and changes in equity for the periods then ended in accordance with the basis of preparation set out in note 2.1 to the Historical Financial Information.

Yours faithfully, Thodla Hari Gopal Partner Registration No: 689 Dubai, United Arab Emirates

F-3 Emaar Malls Group LLC INCOME STATEMENT

Year ended 31 December Six month period ended 30 June 30 June 2013 2012 2011 2014 2013 Notes AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) REVENUE Rental income ...... 2,385,683 1,944,192 1,520,989 1,250,306 1,105,838 Other income ...... 9,600 5,382 3,606 7,747 2,871 Total revenue ...... 2,395,283 1,949,574 1,524,595 1,258,053 1,108,709

EXPENSES Operating expenses ...... (436,834) (361,948) (354,229) (179,629) (199,474) Sales and marketing expenses . . . (63,752) (39,432) (25,340) (16,588) (16,580) Depreciation of property, plant and equipment ...... 6 (57,881) (17,338) (18,738) (37,388) (23,133) Depreciation of investment properties ...... 7 (249,130) (296,808) (296,607) (126,412) (119,082) General and administrative expenses ...... (155,378) (102,383) (108,292) (63,156) (75,403) Finance costs ...... 4 (332,869) (400,842) (458,012) (217,704) (177,020) Total expenses ...... (1,295,844) (1,218,751) (1,261,218) (640,877) (610,692) PROFIT FOR THE YEAR/PERIOD ...... 5 1,099,439 730,823 263,377 617,176 498,017 Earnings per share (AED): —basic ...... 16 3,664,797 2,436,077 877,925 2,057,253 1,660,057 —diluted ...... 16 3,664,797 2,436,077 877,925 47 1,660,057

F-4 Emaar Malls Group LLC STATEMENT OF OTHER COMPREHENSIVE INCOME

Year ended 31 December Six month period ended 30 June 30 June 2013 2012 2011 2014 2013 Notes AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) Profit for the year/period ...... 1,099,439 730,823 263,377 617,176 498,017 Other comprehensive income/(loss) to be reclassified to income statement in subsequent periods: Other comprehensive income/(loss): Net movement on cash flow hedges ...... 10,234 (45,096) 8,949 27,479 10,643 TOTAL COMPREHENSIVE INCOME FOR THE YEAR/PERIOD ...... 1,109,673 685,727 272,326 644,655 508,660

F-5 Emaar Malls Group LLC STATEMENT OF FINANCIAL POSITION

As at 30 As at 31 December June 2013 2012 2011 2014 Notes AED’000 AED’000 AED’000 AED’000 ASSETS Non-current assets Property, plant and equipment ...... 6 303,207 424,165 231,191 313,294 Investment properties ...... 7 7,329,802 7,255,367 7,352,742 20,363,395 Investment in subsidiaries ...... 8 447 447 447 — 7,633,456 7,679,979 7,584,380 20,676,689 Current assets Inventories ...... 14,524 9,148 7,485 15,299 Trade receivables ...... 9 194,312 238,203 233,031 93,596 Advances and prepayments ...... 10 34,830 44,013 20,677 45,647 Due from related parties ...... 11 171,854 121,355 128,073 219,716 Bank balances and cash ...... 12 1,362,709 669,951 32,842 1,482,934 1,778,229 1,082,670 422,108 1,857,192 TOTAL ASSETS ...... 9,411,685 8,762,649 8,006,488 22,533,881 EQUITY AND LIABILITIES Equity Share capital ...... 13 300 300 300 300 Proposed increase in share capital ...... 14 — — — 13,014,000 Statutory reserve ...... 15 150 150 150 150 Retained earnings ...... 2,993,342 1,893,903 1,163,080 855,768 Hedging reserve ...... (34,862) (45,096) — (7,383) TOTAL EQUITY ...... 2,958,930 1,849,257 1,163,530 13,862,835 Non-current liabilities Employees’ end of service benefits ...... 17 10,852 8,044 6,919 13,086 Interest bearing loans and borrowings—long term portion ...... 18 3,275,067 3,442,567 722,318 3,631,077 Sukuk ...... 19 — — — 2,733,027 Due to related parties ...... 11 1,825,792 2,330,446 5,243,472 — Retention payable after 12 months ...... — — — 4,010 5,111,711 5,781,057 5,972,709 6,381,200 Current liabilities Due to related parties ...... 11 — — — 1,119,155 Interest bearing loans and borrowings—short term portion ...... 18 180,000 90,000 — — Accounts payable and accruals ...... 20 335,605 276,582 191,655 290,298 Advances and security deposits ...... 448,942 394,878 332,686 469,079 Retentions payable within 12 months ...... — — — 3,351 Deferred income ...... 376,497 370,875 345,908 407,963 1,341,044 1,132,335 870,249 2,289,846 TOTAL LIABILITIES ...... 6,452,755 6,913,392 6,842,958 8,671,046 TOTAL EQUITY AND LIABILITIES ...... 9,411,685 8,762,649 8,006,488 22,533,881

F-6 Emaar Malls Group LLC STATEMENT OF CASH FLOWS

Year ended 31 December Six month period ended 30 June 30 June 2013 2012 2011 2014 2013 Notes AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) OPERATING ACTIVITIES Profit for the year/ period ...... 1,099,439 730,823 263,377 617,176 498,017 Adjustments for: Depreciation of property, plant and equipment 6 57,881 17,338 18,738 37,388 23,133 Depreciation of investment properties ...... 7 249,130 296,808 296,607 126,412 119,082 Provision/ (reversal) for doubtful debts ...... 2,357 (8,673) 41,927 (10,269) 2,300 Provision for employees’ end of service benefits ...... 17 3,685 2,159 3,054 2,281 2,395 Finance costs ...... 332,869 400,842 458,012 217,704 177,020 Gain on disposal of property, plant and equipment ...... (40) — — (65) (37) Accruals no longer payable ...... — — — (45,025) — Other income ...... (9,600) (5,382) (2,896) (7,747) (2,871) 1,735,721 1,433,915 1,078,819 937,855 819,039 Working capital changes: Inventories ...... (5,376) (1,663) (4,594) (775) (2,565) Trade receivables ...... 41,534 3,501 52,969 110,985 155,179 Due from related parties ...... (50,545) 3,020 (22,956) (47,862) (16,515) Advances and prepayments ...... 24,999 (22,098) (5,828) (11,184) (11,032) Accounts payable and accruals ...... 71,101 (200,061) 44,229 27,499 70,541 Advances and security deposits ...... 54,064 62,192 (115,476) 23,650 23,209 Retentions payable ...... 3,848 672 Deferred income ...... 5,622 24,967 222,609 31,466 51,426 1,877,120 1,303,773 1,249,772 1,075,482 1,089,954 Employees’ end of service benefits paid ...... 17 (830) (924) (294) (282) (189) Net cash flows from operating activities ...... 1,876,290 1,302,849 1,249,478 1,075,200 1,089,765 INVESTING ACTIVITIES Purchase of property, plant and equipment .... 6 (159,010) (332,161) (227,288) (49,718) (74,592) Amounts incurred on investment properties .... 7 (105,251) (73,994) (106,552) (146,403) (60,226) Interest received ...... 6,284 4,144 2,896 7,813 2,587 Proceeds from disposal of property, plant and equipment ...... 1,968 — — 85 37 Deposits under lien or maturing after three months ...... (934,952) (248,622) (22,500) (220,139) (375,934) Net cash flows used in investing activities ...... (1,190,961) (650,633) (353,444) (408,362) (508,128) FINANCING ACTIVITIES Movement in due to related parties, net ...... (664,250) (2,913,026) (679,384) (744,589) (779,346) Proceeds from issuance of Sukuk ...... — — — 2,754,750 — Dividend paid ...... — — — (2,754,750) — Movement in interest bearing loans and borrowings—net ...... (90,000) 2,810,248 (338,889) 163,000 (45,000) Finance cost paid ...... (173,273) (160,951) (71,628) (185,163) (94,552) Net cash flows used in financing activities ..... (927,523) (263,729) (1,089,901) (766,752) (918,898) (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS ...... (242,194) 388,487 (193,867) (99,914) (337,261) Cash and cash equivalents at 1 January ...... 398,829 10,342 204,209 156,635 398,829 CASH AND CASH EQUIVALENTS AT 31 DECEMBER/ 30 JUNE ...... 12 156,635 398,829 10,342 56,721 61,568

F-7 Emaar Malls Group LLC STATEMENT OF CHANGES IN EQUITY

Proposed Share increase in Statutory Retained Hedging capital share capital reserve earnings reserve Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 As at 1 January 2011 ...... 300 — 150 899,703 (8,949) 891,204 Profit for the year ...... — — — 263,377 — 263,377 Other comprehensive income for the year ...... — — — — 8,949 8,949 Total comprehensive income ..... — — — 263,377 8,949 272,326 As at 31 December 2011 ...... 300 — 150 1,163,080 — 1,163,530 Profit for the year ...... — — — 730,823 — 730,823 Other comprehensive income for the year ...... — — — — (45,096) (45,096) Total comprehensive income ..... — — — 730,823 (45,096) 685,727 As at 31 December 2012 ...... 300 — 150 1,893,903 (45,096) 1,849,257 Profit for the year ...... — — — 1,099,439 — 1,099,439 Other comprehensive income for the year ...... — — — — 10,234 10,234 Total comprehensive income ..... — — — 1,099,439 10,234 1,109,673 As at 31 December 2013 ...... 300 — 150 2,993,342 (34,862) 2,958,930 As at 1 January 2013 ...... 300 — 150 1,893,903 (45,096) 1,849,257 Profit for the period ...... — — — 498,017 — 498, 017 Other comprehensive income for the period ...... — — — — 10,643 10,643 Total comprehensive income ..... — — — 498,017 10,643 508,660 As at 30 June 2013 (unaudited) . . 300 — 150 2,391,920 (34,453) 2,357,917 As at 1 January 2014 ...... 300 — 150 2,993,342 (34,862) 2,958,930 Dividend paid ...... — — — (2,754,750) — (2,754,750) Proposed increase in share capital (note 14) ...... — 13,014,000 — — — 13,014,000 Profit for the period ...... — — — 617,176 — 617,176 Other comprehensive income for the period ...... — — — — 27,479 27,479 Total comprehensive income ..... — — — 617,176 27,479 644,655 As at 30 June 2014 ...... 300 13,014,000 150 855,768 (7,383) 13,862,835

F-8 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1 CORPORATE INFORMATION Emaar Malls Group L.L.C (the ‘‘Company’’) was registered as a limited liability company in the Emirate of Dubai on 16 November 2005 in accordance with UAE Federal Commercial Companies Law No. 8 of 1984 (as amended). The Company is a 100% beneficially owned subsidiary of Emaar Properties PJSC (the ‘‘Parent Company’’), a company incorporated in the United Arab Emirates and listed on the Dubai Financial Market. The Parent Company has announced their intention to sell at least 15% of the shares in the Company through an Initial Public Offering (‘‘IPO’’) and subsequently list the Company on the Dubai Financial Market. As part of the proposed IPO, the Company intends to convert to a Public Joint Stock Company (‘‘PJSC’’) to be known at Emaar Malls Group PJSC upon receipt of the appropriate approval from the Ministry of Economy prior to listing on the Dubai Financial Market. In addition, the operating subsidiaries of the Company have been transferred to the Parent Company with effect from 3 April 2014. The principal activities of the Company are retail development and management of shopping malls. The address of the registered office of the Company is P.O. Box 9440, Dubai, United Arab Emirates (UAE).

2.1 BASIS OF PREPARATION Principal Accounting Policies The basis of preparation and accounting policies used in preparing the historical financial information for the years ended 31 December 2013, 2012 and 2011 and for the six month period to 30 June 2014 and 2013 are set out below. These accounting policies have been consistently applied in all material respects to all the periods presented.

Basis of preparation Pursuant to the proposed IPO, the operating subsidiaries of the Company have been transferred to the Parent Company with effect from 3 April 2014. As such prior to 3 April 2014, the Company had control over the operating subsidiaries and consequently is required by IFRS 10, ‘Consolidated Financial Statements’, to present consolidated financial information. In context of the Company being listed, it has chosen not to consolidate the subsidiaries in the preparation of the historical financial information as this reflects the future structure and is considered to be more meaningful to the users of the historical financial information. Accordingly, the historical financial information, which has been prepared specifically for the prospectus, represents only the financial results and the assets and liabilities of the Company for each of the years ended 31 December 2013, 2012 and 2011 and the six months period ended 30 June 2014 and as at those dates. Comparative financial information for the six months to 30 June 2013 has also been included, except that the comparative balance sheet is represented by the balance sheet at 31 December 2013. The historical financial information has been prepared in accordance with the requirements of the United Arab Emirates Securities and Commodities Authority [ESCA] and in accordance with this basis of preparation. The basis of preparation describes how the historical financial information has been prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’) except as described below: • As explained above, the historical financial information is prepared on a standalone basis and therefore does not comply with the requirements of IFRS 10. • The historical financial information does not constitute a set of general purpose financial statements under paragraph 2 of IAS 1 and consequently there is no explicit and unreserved statement of compliance with IFRS as contemplated by paragraph 16 of IAS 1. The historical financial information is presented in United Arab Emirates Dirhams (AED), which is the Company’s functional and presentation currency and all values are rounded to the nearest thousands except where otherwise indicated.

F-9 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.1 BASIS OF PREPARATION (Continued) The historical financial information has been prepared on a historical cost basis except for derivative financial instruments that have been measured at fair value. Historical cost is based on the fair value of the consideration given in exchange for assets. The preparation of historical financial information on the basis prepared above requires management to make judgements, estimates and assumptions that affect the application of polices and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES New standards, interpretations and amendments adopted by the Company: The nature and the effect of changes with respect to adoption of new standards, interpretations and amendments apply for the first time in 2014 are disclosed below:

Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) These amendments provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under IFRS 10 Consolidated Financial Statements. The exception to consolidation requires investment entities to account for subsidiaries at fair value through income statement. These amendments have no impact to the Company.

Offsetting Financial Assets and Financial Liabilities—Amendments to IAS 32 These amendments clarify the meaning of ‘‘currently has a legally enforceable right to set-off’’ and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting. These amendments have no impact on the Company.

Novation of Derivatives and Continuation of Hedge Accounting—Amendments to IAS 39 These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. These amendments have no impact to the Company.

Recoverable Amount Disclosures for Non-Financial Assets—Amendments to IAS 36 These amendments remove the unintended consequences of IFRS 13 Fair Value Measurement on the disclosures required under IAS 36 Impairment of Assets. In addition, these amendments require disclosure of the recoverable amounts for the assets or cash-generating units (CGUs) for which an impairment loss has been recognised or reversed during the period. These amendments have no impact on the Company. IFRIC Interpretation 21 Levies (IFRIC 21)—clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. The Company has not early adopted IFRS 15 Revenue Recognition or any other standard, interpretation or amendment that has been issued but is not yet effective.

Reporting period and comparative information The historical financial information sets out the Company’s position as of 31 December 2013, 2012, 2011 and 30 June 2014 and operations and cash flows for the three years then ended and for the six month periods ended 30 June 2014 and 2013.

F-10 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investment in subsidiaries Investment in subsidiaries are accounted for at cost, net of impairment losses, if any. The Company determines at each reporting date whether there is any objective evidence that the investments in subsidiaries are impaired.

Revenue recognition Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes and duty. The Company assesses its revenue arrangements against specific criteria to determine if it is acting as principal or agent. The Company has concluded that it is acting as a principal in all of its revenue arrangements. Revenue is recognised in the income statement to the extent that it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, regardless of when the payment is being made. The specific criteria described below must also be met before revenue is recognised:

Rental income from lease of investment property Rental income from investment properties is recognised, net of discount, in accordance with the terms of the lease contracts over the lease term on a straight line basis..

Revenue recognition for turnover rent Income from turnover rent is recognised based on the audited turnover reports submitted by the tenants. In the absence of audited reports, management makes its own assessment about the tenants achieving or exceeding the stipulated turnover in the lease contracts based on their historical performance.

Income from late opening penalties Income from late opening penalties is recognised on receipt basis.

Interest income Interest income is recognised as the interest accrues using the effective interest method, under which the rate used exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

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. All other borrowing costs are recognised in the income statement in the period in which they are incurred.

F-11 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Current versus non-current classification The Company presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is: • Expected to be realised or intended to sold or consumed in normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period, or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. A liability is current when: • It is expected to be settled in normal operating cycle • It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period, or • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period The Company classifies all other liabilities as non-current.

Buildings ...... 10–45 years Leasehold improvements ...... 2–15 years Computers and other equipments ...... 3–20 years Motor vehicles ...... 3–5years Furniture and fixtures ...... 2–10 years No depreciation is charged on land and capital work-in-progress. The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from these assets. Expenditure incurred to replace a component of an item of property, plant and equipment 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 property, plant and equipment. All other expenditure is recognised in the income statement as the expense is incurred. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of property, plant and equipment may not be recoverable. Whenever the carrying amount of property, plant and equipment exceeds their recoverable amount, an impairment loss is recognised in the income statement. The recoverable amount is the higher of fair value less costs to sell of property, plant and equipment and the value in use.

F-12 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Reversal of impairment losses recognised in the prior years are recorded when there is an indication that the impairment losses recognised for the property, plant and equipment no longer exist or have reduced.

Buildings ...... 10–45 years Plant and machinery ...... 3–10 years Fixed furniture and fixtures ...... 4–10 years Movable furniture and fixtures ...... 4–10 years No depreciation is charged on land and capital work in progress. The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from these assets. Transfers are made to (or from) investment property only when there is a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the current carrying value at the date of change in use. If owner-occupied property becomes an investment property, the Company accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use. The Company determines at each reporting date whether there is any objective evidence that the investment properties are impaired. Whenever the carrying amount of an investment property exceeds their recoverable amount, an impairment loss is recognised in the income statement. The recoverable amount is the higher of investment property’s fair value less costs of disposal and the value in use. Fair value less costs of disposal is price that would be received to sell an asset in an orderly transaction between market participants at the measurement date less related costs while value in use is the present value of estimated future cash flows expected to arise from the continuing use of the investment property and from its disposal at the end of its useful life. Reversal of impairment losses recognised in the prior years is recorded when there is an indication that the impairment losses recognised for the investment property no longer exist or have reduced.

Inventories Inventories mainly represent spares and consumables. Inventories are stated at the lower of cost and net realisable value with allowance for any obsolete or slow moving items. Costs are those expenses incurred in bringing each product to its present location and condition on a weighted average cost basis. Net realisable value is based on estimated selling price in the ordinary course of business, less any further costs expected to be incurred on disposal.

Derivative financial instruments The Company enters into derivative financial instruments to manage its exposure to interest rate risk and foreign exchange rate risk, including foreign exchange forward contracts. Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting date. The resulting gain or loss is recognised in the income statement immediately, unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the income statement depends on the nature of the hedge relationship.

F-13 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) A derivative with a positive fair value is recognised as a financial asset; a derivative with a negative fair value is recognised as a financial liability.

Hedge accounting The Company designates certain hedging instruments as either fair value hedges or cash flow hedges. Hedges of interest rate risk and foreign exchange risk on firm commitments are accounted for as cash flow hedges. At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item. The Company currently only has cash flow hedges.

Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in the other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to the income statement in the periods when the hedged item is recognised in the income statement, in the same line of the income statement as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability. Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or it no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in the income statement.

Financial assets All financial assets are recognised and derecognised on trade date when the purchase or sale of a financial asset is made under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned. Financial assets are initially measured at cost, plus transaction costs, except for those financial assets classified as at fair value through other comprehensive income or profit or loss, which are initially measured at fair value. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value. The fair value of financial instruments that are actively traded in organised financial markets is determined by reference to quoted market bid prices for assets and offer prices for liabilities, at the close of business on the reporting date. If quoted market prices are not available, reference can also be made to broker or dealer price quotations. The fair value of short term deposits with credit institutions approximates their carrying value. The carrying value is the cost of the deposit and accrued interest. The fair value of fixed interest-bearing deposits is estimated using discounted cash flow techniques. Expected cash flows are discounted at current market rates for similar instruments at the reporting date.

Classification of financial assets For the purposes of classifying financial assets, an instrument is an ‘equity instrument’ if it is a non-derivative and meets the definition of ‘equity’ for the issuer (under IAS 32: Financial Instruments:

F-14 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Presentation) except for certain non-derivative puttable instruments presented as equity by the issuer. All other non-derivative financial assets are ‘debt instruments’.

Cash and cash equivalents For the purpose of the statement of cash flows, cash and cash equivalents consist of cash in hand, bank balances and short-term deposits with an original maturity of three months or less, net of outstanding bank overdrafts.

Trade receivables Trade receivables are stated at original invoice amount less a provision for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. When a trade receivable is uncollectible, it is written off against provision for doubtful debts. Subsequent recoveries of amounts previously written off are credited to the income statement.

Foreign exchange gains and losses The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. The foreign exchange component forms part of its fair value gain or loss. For financial assets classified as at fair value through profit or loss, the foreign exchange component is recognised in the income statement. For financial assets designated at fair value through other comprehensive income any foreign exchange component is recognised in other comprehensive income. For foreign currency denominated debt instruments classified at amortised cost, the foreign exchange gains and losses are determined based on the amortised cost of the asset and are recognised in the ‘other gains and losses’ line item in the income statement.

Derecognition of financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when: • The rights to receive cash flows from the asset have expired, or • The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either: • the Company has transferred substantially all the risks and rewards of the asset, or • the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its right to receive cash flows from an asset or has entered into a pass -through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Company’s continuing involvement in the asset. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

F-15 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of financial assets The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the financial assets carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. For financial assets carried at amortised cost, the carrying amount is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. Interest income on such financial assets continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income in the income statement. Financial assets together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Company. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or decreased by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to other income in the income statement.

Financial liabilities and equity instruments issued by the Company Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity instruments in accordance with the substance of the contractual agreements. The Company determines the classification of its financial liabilities at the initial recognition.

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 Company are recorded at the proceeds received, net of direct issue costs.

Loans and borrowings Term loans are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.

F-16 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Trade and other payables Liabilities are recognised for amounts to be paid in the future for goods or services received, whether billed by the supplier or not.

Other financial liabilities Other financial liabilities are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. 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 Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, then the difference in the respective carrying amounts is recognised in the income statement.

End-of-service benefits The Company provides end-of-service benefits to its employees. The entitlement to these benefits is usually based upon the employees’ final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. With respect to its UAE national employees, the Company makes contributions to a pension fund established by the UAE General Pension and Social Security Authority calculated as a percentage of the employees’ salaries. The Company’s obligations are limited to these contributions, which are expensed when due.

Provisions Provisions are recognised when the Company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount can be reliably estimated. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation at the end of the reporting period, using a rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Provisions are reviewed at each statement of financial position date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

Sukuk Sukuk is stated at amortised cost using the effective interest rate method. Profit attributable to the sukuk is calculated by applying the prevailing market profit rate, at the time of issue, for similar sukuk instruments and any difference with the profit distributed is added to the carrying amount of the sukuk.

F-17 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Contingencies Contingent liabilities are not recognised in the historical financial information. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised in the historical financial information but disclosed when an inflow of economic benefits is probable.

Foreign currencies The Company’s historical financial information are presented in UAE Dirhams, which is also the currency in which significant transactions are carried out by the Company. Transactions in foreign currencies are initially recorded by the Company at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. All differences are taken to the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on retranslation of non-monetary items is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).

Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date, whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement.

Company as a lessee Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight line basis over the period of the lease. Lease incentives, typically rent free period, is recognised in the same manner as operating lease rentals. Certain leases provide for contingent rents, which are determined as a percentage of gross sales in excess of a specified level. The Company records such rent on an accrual basis, when specified levels have been achieved or when management determine that achieving the specified levels is probable during the year.

Company as a lessor The Company has entered into leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases. Lease income is recognised in the income statement in accordance with the terms of the lease contracts over the lease term on a straight line basis. Contingent rents are recognised as revenue in the period in which they are earned.

F-18 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fair values The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • In the principal market for the asset or liability, or • In the absence of a principal market, in the most advantageous market for the asset or liability • The principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1—Quoted (unadjusted) market prices in active markets for identical assets or liabilities • Level 2—Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable • Level 3—Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

2.3 SIGNIFICANT ACCOUNTING JUDGENTS, ESTIMATES AND ASSUMPTIONS The preparation of the Company’s historical financial information requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgments In the process of applying the Company’s accounting policies, management has made the following judgments, apart from those involving estimations, which have a significant impact on the amounts recognised in the historical financial information.

F-19 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.3 SIGNIFICANT ACCOUNTING JUDGENTS, ESTIMATES AND ASSUMPTIONS (Continued) Revenue recognition for turnover rent The Company recognises income from turnover rent on the basis of audited turnover reports submitted by the tenants. In the absence of audited reports, management makes its own assessment about the tenants achieving or exceeding the stipulated turnover in the lease contracts based on their historical performance.

Investment properties The Company has elected to adopt the cost model for investment properties. Accordingly, investment properties are carried at cost less accumulated depreciation and any accumulated impairment losses.

Classification of investment properties The Company determines whether a property qualifies as investment property in accordance with IAS 40 Investment Property. In making its judgment, the Company considers whether the property generates cash flows largely independently of the other assets held by the Company.

Operating lease commitments—Company as lessor The Company has entered into commercial and retail property leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties and so accounts for the contracts as operating leases.

Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Impairment of trade and other receivables The Company reviews its receivables to assess for impairment at least on an annual basis. The Company’s credit risk is primarily attributable to its trade receivables. In determining whether impairment losses should be reported in the income statement the Company makes judgements as to whether there is any observable data indicating that there is a measurable decrease in the estimated future cash flows. Accordingly, an allowance for impairment is made where there is an identified loss event or condition which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. At 31 December 2013 gross trade receivables were AED 252,613 thousands (31 December 2012: AED 327,681 thousands; 31 December 2011: AED 342,322 thousands and 30 June 2014 AED 141,137) and provision for doubtful debts is AED 58,301 thousands (31 December 2012: AED 89,478 thousands; 31 December 2011: AED 109,291 thousands and 30 June 2014: AED 47,541 thousands) respectively. Any difference in the amounts actually collected in future periods and the amounts expected will be recognised in the income statement.

Fair value of financial instruments When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. The judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

F-20 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

2.3 SIGNIFICANT ACCOUNTING JUDGENTS, ESTIMATES AND ASSUMPTIONS (Continued) Useful lives of property, plant and equipment and investment properties The Company’s management determines the estimated useful lives of its property, plant and equipment and investment properties for calculating depreciation. This estimate is determined after considering the expected usage of the asset or physical wear and tear. Management reviews the residual value and useful lives annually and future depreciation charge would be adjusted where the management is of the opinion that the useful lives differ from previous estimates.

Allocation of cost of investment properties The total costs incurred on the construction of investment properties have been allocated to various components such as structure, plant and machinery and furniture and fixtures based on certain percentages of the total costs as estimated by the cost consultants at the time of completion of the assets. Management is of the opinion that this method is appropriate pending determination of the final costs of the assets and settlement of contractors’ claims. On conclusion of the final determination of costs on any outstanding projects, management would reassess the allocation and adjust the allocation prospectively, if necessary.

Valuation of investment properties The Company hires the services of third party professionally qualified valuers to obtain estimates of the market value of investment properties using recognised valuation techniques for the purposes of their impairment review and disclosures in the historical financial information.

Impairment of non-financial assets The Company assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. The non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value in use calculations are undertaken, management estimates the expected future cash flows from the asset or cash-generating unit and chooses a suitable discount rate in order to calculate the present value of those cash flows.

3 SEGMENT INFORMATION Management monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit for the year in the historical financial information.

Business segments For management purposes, the Company is organised into five segments, namely:

Super Regional Malls: Super regional malls consist of shopping centres that individually holds gross leasable area of more than 800 thousands sq. ft.

Regional Malls: Regional malls consist of shopping centres that individually holds gross leasable area of more than 400 thousands sq. ft. but less than 800 thousands sq. ft.

Community Integrated Retail: Community Integrated Retail consist of shopping centres or retail outlets that individually hold gross leasable area of less than 400 thousands sq. ft.

F-21 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

3 SEGMENT INFORMATION (Continued) Specialty Retail: Speciality retail consist of shopping centres that mainly offering speciality stores for fine and casual dining, commercial offices or retail outlets of manufacturers.

Others: Other segments consist of the corporate head office of the Company and businesses that individually do not meet the criteria for a reportable segment as per IFRS 8 Operating Segments. The treasury function for the Malls and Retail segments are managed by the corporate head office. The following tables include revenue, assets, liabilities, results and other segment information for the years ended 31 December 2013, 2012 and 2011 and the six month periods ended 30 June 2014.For the period 30 June 2013 revenue, results and other segment information are presented.

Super Community Regional Regional Integrated Specialty Malls Malls Retail Retail Others Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 31 December 2013: Revenue Rental income ...... 1,991,404 117,574 149,538 127,167 — 2,385,683 Results Profit for the year ...... 1,134,691 47,557 88,408 66,800 (238,017) 1,099,439 Finance costs ...... 167,715 — — — 165,154 332,869 Other Segment information Capital expenditure (Property, plant and equipment and investment properties) . . 175,841 2,812 68,015 16,761 832 264,261 Depreciation (Property, plant and equipment and investment properties) ...... 228,964 30,518 19,919 26,666 944 307,011 Assets and liabilities Segment assets ...... 6,037,228 935,256 419,015 463,890 1,556,296 9,411,685 Segment liabilities ...... 4,305,505 72,907 116,724 66,401 1,891,218 6,452,755

F-22 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

3 SEGMENT INFORMATION (Continued)

Super Community Regional Regional Integrated Specialty Malls Malls Retail Retail Others Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 31 December 2012: Revenue Rental income ...... 1,631,489 108,458 105,515 98,730 — 1,944,192 Results Profit for the year ...... 808,223 45,396 65,603 52,637 (241,036) 730,823 Finance costs ...... 192,807 — — — 208,035 400,842 Other Segment information Capital expenditure (Property, plant and equipment and investment properties) . . 352,544 3,737 30,236 18,861 777 406,155 Depreciation (Property, plant and equipment and investment properties) ...... 242,667 35,595 15,618 19,456 810 314,146 Assets and liabilities Segment assets ...... 6,116,903 967,142 389,861 479,379 809,364 8,762,649 Segment liabilities ...... 4,292,196 60,793 88,162 66,357 2,405,884 6,913,392

Super Community Regional Regional Integrated Specialty Malls Malls Retail Retail Others Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 31 December 2011: Revenue Rental income ...... 1,267,441 81,646 89,448 82,454 — 1,520,989 Results Profit for the year ...... 288,573 16,773 47,530 28,283 (117,782) 263,377 Finance costs ...... 75,241 — — — 382,771 458,012 Other Segment information Capital expenditure (Property, plant and equipment and investment properties) . . 68,785 1,447 222,326 39,680 1,602 333,840 Depreciation (Property, plant and equipment and investment properties) ...... 246,903 36,058 10,277 20,306 1,801 315,345 Assets and liabilities Segment assets ...... 5,945,498 983,345 378,280 505,482 193,883 8,006,488 Segment liabilities ...... 1,337,820 49,771 91,742 99,466 5,264,159 6,842,958

F-23 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

3 SEGMENT INFORMATION (Continued)

Super Community Regional Regional Integrated Specialty Malls Malls Retail Retail Others Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 30 June 2014: Revenue Rental income ...... 1,025,817 70,539 88,782 65,168 — 1,250,306 Results Profit for the period .... 663,665 33,429 60,021 35,227 (175,166) 617,176 Finance costs ...... — — — — 217,704 217,704 Other segment information Capital expenditure (Property, plant and equipment and investment properties) . 12,215,035 354,452 39,056 597,505 4,073 13,210,121 Depreciation (Property, plant and equipment and investment properties) ...... 123,123 15,664 11,115 13,441 457 163,800 Assets and liabilities Segment assets ...... 18,043,129 1,288,316 567,246 1,230,793 1,404,397 22,533,881 Segment liabilities ...... 872,395 747,693 158,837 112,267 6,779,854 8,671,046 30 June 2013 (unaudited): Revenue Rental income ...... 930,926 55,110 60,308 59,494 — 1,105,838 Results Profit for the period .... 539,301 22,203 38,331 31,535 (133,353) 498,017 Finance costs ...... 82,421 — — — 94,599 177,020

Super Community Regional Regional Integrated Specialty Malls Malls Retail Retail Others Total AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 30 June 2013(unaudited): Other segment information Capital expenditure (Property, plant and equipment and investment properties) ...... 71,134 273 53,890 9,017 503 134,817 Depreciation (Property, plant and equipment and investment properties) ...... 108,344 14,190 7,696 11,518 467 142,215

F-24 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

4 FINANCE COSTS

Year ended 31 December Six month period ended 30 June 30 June 2013 2012 2011 2014 2013 AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) Interest on amounts due to the parent company . . 152,360 221,312 382,771 50,520 76,849 Interest on loans and borrowings ...... 167,715 173,514 65,438 61,808 93,773 Unamortised loan arrangement fee written off ....———50,732 — Loss on early settlement of hedging contract .....———49,782 — Others ...... 12,794 6,016 9,803 4,862 6,398 332,869 400,842 458,012 217,704 177,020

5 PROFIT FOR THE YEAR/PERIOD The profit for the year/period is stated after charging: Year ended 31 December Six month period ended 30 June 30 June 2013 2012 2011 2014 2013 AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) Staff costs ...... 122,099 97,859 89,328 65,232 63,669 Operating leases ...... 2,362 5,518 3,284 — 1,181 Accruals no longer payable ...... ———45,025* —

* This relates to accruals for historic third party service contracts where settlements have been reached with the suppliers and the balance accrual reversed.

6 PROPERTY, PLANT AND EQUIPMENT

Computers Furniture Capital Leasehold and office Motor and work-in- Buildings improvements equipment vehicles fixtures progress Total 31 December 2013 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2013 ...... 164,946 22,574 7,889 4,827 144,180 174,385 518,801 Additions ...... 13,750 3,042 2,378 514 79,046 60,280 159,010 Adjustments ...... — — — — — (1,845) (1,845) Transfer from/(to) investment properties ...... — 57 252 — 8,065 (226,721) (218,347) Disposals ...... — — (3) (3,448) (15,861) — (19,312) At 31 December 2013 ...... 178,696 25,673 10,516 1,893 215,430 6,099 438,307 Accumulated depreciation: At 1 January 2013 ...... — 3,419 6,272 2,553 82,392 — 94,636 Depreciation charge for the year 7,786 3,827 1,566 258 44,444 — 57,881 Adjustments ...... — — — — (33) — (33) Relating to disposals ...... — — (1) (1,540) (15,843) — (17,384) At 31 December 2013 ...... 7,786 7,246 7,837 1,271 110,960 — 135,100 Net carrying amount: At 31 December 2013 ...... 170,910 18,427 2,679 622 104,470 6,099 303,207

F-25 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

6 PROPERTY, PLANT AND EQUIPMENT (Continued)

Computers Furniture Capital Leasehold and office Motor and work-in- Buildings improvements equipment vehicles fixtures progress Total 31 December 2012 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2012 ...... — 45,144 7,401 4,424 86,237 168,415 311,621 Additions ...... — 57,674 488 326 26,808 246,865 332,161 Transfers ...... 164,946 — — — 30,878 (195,824) — Transfer (to)/from investment properties ...... — (80,244) — 77 257 (45,071) (124,981) At 31 December 2012 ...... 164,946 22,574 7,889 4,827 144,180 174,385 518,801 Accumulated depreciation: At 1 January 2012 ...... — 4,771 4,833 1,612 69,214 — 80,430 Depreciation charge for the year — 2,198 1,439 516 13,185 — 17,338 Adjustments ...... — — — 425 (7) — 418 Transfer (to)/from investment properties ...... — (3,550) — — — — (3,550) At 31 December 2012 ...... — 3,419 6,272 2,553 82,392 — 94,636 Net carrying amount: At 31 December 2012 ...... 164,946 19,155 1,617 2,274 61,788 174,385 424,165

Computers Furniture Capital Leasehold and office Motor and work-in- Buildings improvements equipment vehicles fixtures progress Total 31 December 2011 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2011 ...... — 2,294 5,386 1,100 76,142 314 85,236 Additions ...... — 42,850 2,015 3,393 10,929 168,101 227,288 Disposals ...... — — — (69) (834) — (903) At 31 December 2011 ...... — 45,144 7,401 4,424 86,237 168,415 311,621 Accumulated depreciation: At 1 January 2011 ...... — 1,850 3,543 941 55,678 — 62,012 Depreciation charge for the year . . — 2,921 1,290 328 14,199 — 18,738 Relating to disposals ...... — — — (11) (663) — (674) Charged to related parties ...... — — — 354 — — 354 At 31 December 2011 ...... — 4,771 4,833 1,612 69,214 — 80,430 Net carrying amount: At 31 December 2011 ...... — 40,373 2,568 2,812 17,023 168,415 231,191

F-26 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

6 PROPERTY, PLANT AND EQUIPMENT (Continued)

Computers Furniture Capital Leasehold and office Motor and work-in- Buildings improvements equipment vehicles fixtures progress Total 30 June 2014 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2014 ...... 178,696 25,673 10,516 1,893 215,430 6,099 438,307 Additions ...... 127 463 820 — 35,163 13,145 49,718 Adjustments ...... (2,633) — (3) — 3 — (2,633) Transfer from/(to) investment properties ...... — 390 — — 1,182 (1,183) 389 Disposals ...... — — — (139) (736) — (875) At 30 June 2014 ...... 176,190 26,526 11,333 1,754 251,042 18,061 484,906 Accumulated depreciation: At 1 January 2014 ...... 7,786 7,246 7,837 1,271 110,960 — 135,100 Depreciation charge for the period 3,911 2,153 946 118 30,260 — 37,388 Relating to disposals ...... — — — (117) (648) — (765) Adjustments ...... (103) — — — (8) — (111) At 30 June 2014 ...... 11,594 9,399 8,783 1,272 140,564 — 171,612 Net carrying amount: At 30 June 2014 ...... 164,596 17,127 2,550 482 110,478 18,061 313,294

7 INVESTMENT PROPERTIES

Furniture, Capital Plant and fixtures and work-in- Buildings machinery others progress Total 31 December 2013 AED’000 AED’000 AED’000 AED’000 AED’000 Cost At 1 January 2013 ...... 7,774,331 436,988 314,667 — 8,525,986 Additions ...... 105,251 — — — 105,251 Transfer from property, plant and equipment ...... 156,003 — — 62,344 218,347 Reclassifications ...... 18,175 3,100 (21,275) — — At 31 December 2013 ...... 8,053,760 440,088 293,392 62,344 8,849,584 Accumulated depreciation: At 1 January 2013 ...... 784,594 181,580 304,445 — 1,270,619 Depreciation charge for the year ...... 205,296 43,771 63 — 249,130 Reclassifications ...... 12,745 285 (13,030) — — Adjustments ...... 33 — — — 33 At 31 December 2013 ...... 1,002,668 225,636 291,478 — 1,519,782 Net carrying amount: At 31 December 2013 ...... 7,051,092 214,452 1,914 62,344 7,329,802

F-27 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

7 INVESTMENT PROPERTIES (Continued)

Furniture, Capital Plant and fixtures and work-in Buildings machinery others progress Total 31 December 2012 AED’000 AED’000 AED’000 AED’000 AED’000 Cost At 1 January 2012 ...... 7,575,356 436,988 314,667 — 8,327,011 Additions ...... 73,994 — — — 73,994 Transfer from property, plant and equipment ...... 124,981 — — — 124,981 —— —— — At 31 December 2012 ...... 7,774,331 436,988 314,667 — 8,525,986 —— —— — Accumulated depreciation: At 1 January 2012 ...... 593,428 137,878 242,963 — 974,269 Depreciation charge for the year ...... 191,624 43,702 61,482 — 296,808 Transfer (to)/ from property, plant and equipment ...... 3,550 — — — 3,550 Adjustments ...... (4,008) — — — (4,008) —— —— — At 31 December 2012 ...... 784,594 181,580 304,445 — 1,270,619 —— —— — Net carrying amount: At 31 December 2012 ...... 6,989,737 255,408 10,222 — 7,255,367

Furniture, Capital Plant and fixtures and work-in- Buildings machinery others progress Total 31 December 2011 AED’000 AED’000 AED’000 AED’000 AED’000 Cost At 1 January 2011 ...... 7,473,271 436,758 310,430 — 8,220,459 Additions ...... 102,085 230 4,237 — 106,552 At 31 December 2011 ...... 7,575,356 436,988 314,667 — 8,327,011 Accumulated depreciation: At 1 January 2011 ...... 419,218 94,148 164,296 — 677,662 Depreciation charge for the year ...... 174,210 43,730 78,667 — 296,607 At 31 December 2011 ...... 593,428 137,878 242,963 — 974,269 Net carrying amount: At 31 December 2011 ...... 6,981,928 299,110 71,704 — 7,352,742

F-28 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

7 INVESTMENT PROPERTIES (Continued)

Furniture, Capital Plant and fixtures and work-in- Land Buildings machinery others progress Total 30 June 2014 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost At 1 January 2014 ...... — 8,053,760 440,088 293,392 62,344 8,849,584 Additions ...... 13,014,000 24,895 — — 121,508 13,160,403 Transfer from/ (to) property, plant and equipment .... — 2,072 — — (2,461) (389) At 30 June 2014 ...... 13,014,000 8,080,727 440,088 293,392 181,391 22,009,598 Accumulated depreciation: At 1 January ...... — 1,002,668 225,636 291,478 — 1,519,782 Depreciation charge for the period ...... — 104,495 21,885 32 — 126,412 Adjustments ...... — 9 — — — 9 At 30 June 2014 ...... — 1,107,172 247,521 291,510 — 1,646,203 Net carrying amount: At 30 June 2014 ...... 13,014,000 6,973,555 192,567 1,882 181,391 20,363,395

At 31 December 2013, the fair value of investment properties approximates to AED 22,622,380 thousands; 31 December 2012: AED 15,169,619 thousands; 31 December 2011: AED 13,450,135 thousands and 30 June 2014: AED 39,789,900 compared with a carrying value of AED 7,329,802; 31 December 2012: AED 7,255,367 thousands; 31 December 2011: AED 7,352,742 thousands and 30 June 2014: AED 20,363,395 thousands. For the years ended 31 December 2013, 2012 and 2011, certain investment properties were pledged as security against interest bearing loans and borrowings as disclosed under Note 18. Investment properties represent the Company’s interest in land and buildings situated in the UAE. During the six months ended 30 June 2014, the Parent Company transferred legal title and beneficial ownership over plots of land related to certain investment properties held by the Company, valued at AED 13,014,000 thousands. The amount was determined based on a valuation as of 31 December 2013 carried out by third party valuer for plots within the same development. In consideration, the Company proposed to issue shares at par value to the Parent Company (Note 14). Legal titles of certain other investment properties held were also transferred by the Parent Company to the Company. The fair value of Company’s investments properties was determined by the management based on valuations performed by qualified and independent chartered surveyors and property consultants. The valuation was performed using an approved method of valuation in accordance with the RICS Valuation Standards. The market value of the investment properties have been determined through analysis of the income flow achievable for the building and takes into account the projected annual expenditure. Both the contracted rent and market rental values have been considered in the valuation with allowance of void period, running costs, vacancy rates and other cost. The net income has been capitalised at an equivalent yield in the range of 6% to 7% as at 31 December 2013 (31 December 2012: 8% to 10.50%; 31 December 2011: 8% to 11% and 30 June 2014: 5% to 9%. For each of the reporting periods rent growth rate of 3% to 5% was assumed and discount rates of 8% to 10% applied based on the type and location of the asset to determine the value of each of the investment properties.

F-29 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

7 INVESTMENT PROPERTIES (Continued) Fair value hierarchy The Company uses the following hierarchy for determining and disclosing the fair value of its investment properties by valuation technique:

Total Level 1 Level 2 Level 3 AED’000 AED’000 AED’000 AED’000 31 December 2013 ...... 22,622,380 — — 22,622,380 31 December 2012 ...... 15,169,619 — — 15,169,619 31 December 2011 ...... 13,450,135 — — 13,450,135 30 June 2014 ...... 39,789,900 — — 39,789,900

Any significant movement in the assumptions used for the fair valuation of investment properties such as discount rates, yield, rental growth, vacancy rate etc. would result in significantly lower/ higher fair value of those assets.

8 INVESTMENT IN SUBSIDIARIES

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Investment in share capital: Emaar Retail Group LLC^ ...... 297 297 297 — Reel Entertainment LLC^ ...... 150 150 150 — The Dubai Mall LLC* ...... ———— Emaar Dubai Malls LLC* ...... ———— Emaar International Malls LLC* ...... ———— The Greens Center LLC* ...... ———— Gold and Diamond Park LLC* ...... ———— 447 447 447 —

^ On 3rd April 2014, these subsidiaries were transferred to the Parent Company at cost. * The share capital for these subsidiaries are below AED 1,000

9 TRADE RECEIVABLES

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Trade receivables—net ...... 194,312 238,203 233,031 93,596

Trade receivables include amounts due from related parties amounting to AED 9,504 thousands as at 31 December 2013 (31 December 2012: AED 6,948 thousands; 31 December 2011: AED 4,701 thousands and 30 June 2014 AED 7,539 thousands) [Note 11 (b)]. The above trade receivables are net of allowance for doubtful debts of AED 58,301 thousands as at 31 December 2013 (31 December 2012: AED 89,478 thousands; 31 December 2011: AED 109,291 thousands and 30 June 2014: AED 47,541 thousands) representing management’s best estimate of doubtful trade receivables which are past due and impaired as at each reporting date.

F-30 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

9 TRADE RECEIVABLES (Continued) Movement in the allowance for doubtful debts is as follows:

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 At 1 January ...... 89,478 109,291 79,466 58,301 Net (reversal)/charge for the year/period ...... (365) 2,910 41,927 (10,292) Written off during the year/period ...... (30,812) (22,723) (12,102) (468) At 31 December/30 June ...... 58,301 89,478 109,291 47,541

The ageing analysis of trade receivables is as follows:

Neither past due Past due but not impaired impaired Upto 30 31-60 61-90 Total nor days days days >90 days AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 31 December 2013 ...... 194,312 84,739 74,716 11,141 5,355 18,361 31 December 2012 ...... 238,203 104,402 36,372 21,103 44,016 32,310 31 December 2011 ...... 233,031 84,388 11,684 25,414 27,072 84,473 30 June 2014 ...... 93,596 72,955 4,185 9,957 6,483 16 Unimpaired receivables are fully recoverable on the basis of past experience.

10 ADVANCES AND PREPAYMENTS

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Advances ...... 29,363 37,054 12,519 24,996 Prepayments ...... 5,467 6,959 8,158 20,651 34,830 44,013 20,677 45,647

11 RELATED PARTY DISCLOSURES Related parties represent the Parent Company, Directors and key management personnel of the Company and entities controlled, jointly controlled or significantly influenced by such parties. Affiliated entities represents companies that are under common control by the Parent Company

F-31 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

11 RELATED PARTY DISCLOSURES (Continued) (a) The following were the significant related party transactions, which were carried out in the normal course of business on terms agreed between the parties:

Six month Year ended 31 December period ended 30 June 30 June 30 June 2013 2012 2011 2014 2013 AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) Rental income Parent Company ...... 3,743 9,579 8,086 6,088 3,540 Subsidiaries ...... 56,853 56,621 47,091 14,183 27,489 Affiliated entities ...... 11,269 10,029 8,762 22,817 6,212 Entities owned or controlled by Directors and other related parties ...... 80,732 81,367 61,129 43,309 33,868 152,597 157,596 125,068 86,397 71,109 Operating expenses Parent Company ...... 74,303 168,717 167,210 48,381 44,154 Affiliated entities ...... ———28,643 — Entities owned or controlled by Directors and other related parties ...... ———2,701 — General and administrative expenses Parent Company ...... 86,675 56,362 3,280 57,655 40,676 Affiliated entities ...... ———925— Entities owned or controlled by Directors and other related parties ...... 335 — — 679 — Finance costs Parent Company ...... 152,360 221,312 382,771 50,520 76,849 Entities owned or controlled by Directors and other related parties ...... ———1,445 — b) Balances with related parties included in the statement of financial position are as follows:

Due from Due to related related Trade Deferred parties parties receivables income 31 December 2013 AED’000 AED’000 AED’000 AED’000 Non-current Parent Company—loan ...... — 1,583,493 — — —interest ...... — 86,212 — — —other ...... — 155,338 — — Subsidiaries ...... — 447 — — Affiliated entities ...... — 302 — — — 1,825,792 — — Current Parent Company ...... — — 655 — Subsidiaries ...... 161,071 — 507 18,530 Affiliated entities ...... 10,783 — 1,027 1,502 Entities owned or controlled by Directors and other related parties ...... — — 7,822 40,903 171,854 — 9,504 60,935

In 2013, Buildings with a net carrying value of AED 120,800 thousands were transferred at cost by the Parent Company to the Company.

F-32 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

11 RELATED PARTY DISCLOSURES (Continued)

Due from Due to related related Trade Deferred parties parties receivables income 31 December 2012 AED’000 AED’000 AED’000 AED’000 Non-current Parent Company—loan ...... — 2,001,973 — — —interest ...... — 27,138 — — —other ...... — 300,157 — — Subsidiaries ...... — 447 — — Affiliated entities ...... — 731 — — — 2,330,446 — — Current Parent Company ...... — — 467 137 Subsidiaries ...... 107,452 — — 17,981 Affiliated entities ...... 13,903 — 2,768 812 Entities owned or controlled by Directors and other related parties ...... — — 3,713 42,796 121,355 — 6,948 61,726

Due from Due to related related Trade Deferred parties parties Prepayments receivables income 31 December 2011 AED’000 AED’000 AED’000 AED’000 AED’000 Non-current Parent Company—loan ...... — 4,090,438 — — — —interest ...... — 696,930 — — — —other ...... — 454,937 — — — Subsidiaries ...... — 447 — — — Affiliated entities ...... — 720 — — — — 5,243,472 — — — Current Parent Company ...... — — 3,660 458 8 Subsidiaries ...... 117,970 — — 44 19,237 Affiliated entities ...... 10,103 — — 1,383 2,007 Entities owned or controlled by Directors and other related parties ...... — — — 2,816 33,947 128,073 — 3,660 4,701 55,199

F-33 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

11 RELATED PARTY DISCLOSURES (Continued)

Due Bank from Interest Due to balances related bearing loans related Trade Deferred Trade and cash parties and borrowings parties receivables income payables 30 June 2014 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Non-current Entities owned or controlled by Directors and other related parties — — 726,215 — — — — — — 726,215 — — — — Current Parent Company—loan ...... — — — 972,315 — — — —interest ...... — — — 26,361 — — — —other ...... — — — 120,079 4,210 2,295 — Affiliated entities ...... — 219,716 — 400 802 15,580 8,274 Entities owned or controlled by Directors and other related parties 44,637 — — — 2,527 33,585 609 44,637 219,716 — 1,119,155 7,539 51,460 8,883 c) Due to the Parent Company represents the amount payable for the investment properties and property, plant and equipment transferred to the Company in 2010. In 2010, the Company reached an agreement with the Parent Company to convert an amount of AED 6,372,059 thousands, from the balance due, to a long term loan carrying interest at 8% p.a. This loan is repayable when the funds are available with the Company. Movement in the loan balance during the year/period is as follows:

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Balance at 1 January ...... 2,001,973 4,090,438 5,175,154 1,583,493 Repayments made during the year/ period ...... (418,480) (2,088,465) (1,084,716) (611,178) Balance at 31 December/ 30 June ...... 1,583,493 2,001,973 4,090,438 972,315

Terms and conditions of transactions with related parties Outstanding balances at the year-end/period end are unsecured and interest free (except for a loan from the Parent Company) and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the years ended 31 December 2013, 2012, 2011 and six month period ended 30 June 2014 and 2013, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each reporting period through examining the financial position of the related party and the market in which the related party operates. The Parent Company held the title deeds and the beneficial ownership of land for certain investment properties since inception of the Company. On 3 April 2014, these title deeds and beneficial ownership were transferred to the Company (Note 7). In addition, title deeds for certain other investment properties held were also transferred by the Parent Company to the Company. There was no rental charged by the Parent Company for the use of the land by the Company prior to such transfer.

F-34 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

11 RELATED PARTY DISCLOSURES (Continued) d) Compensation of key management personnel. The remuneration of directors and other members of key management during the year/period were as follows:

Six month period For the year ended 31 December ended 30 June 30 June 2013 2012 2011 2014 2013 AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) Short term benefits ...... 20,746 15,112 9,217 12,108 10,071 End of service benefits ...... 612 504 329 1,285 837

12 BANK BALANCES AND CASH

As at 30 As at 31 December June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Cash in hand ...... 213 169 174 180 Bank balances: Current and call accounts ...... 26,422 139,425 10,168 56,541 Deposits maturing within three months ...... 130,000 259,235 — — Cash and cash equivalents ...... 156,635 398,829 10,342 56,721 Deposits under lien (Note 18) ...... 68,542 65,988 22,500 18,423 Deposits maturing after three months ...... 1,137,532 205,134 — 1,407,790 Balance at 31 December/ 30 June ...... 1,362,709 669,951 32,842 1,482,934

Cash at banks earn interest at fixed rates based on prevailing bank deposit rates. Short-term fixed deposits are made for varying periods between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates. Fixed deposits maturing after three months earn interest at rates between 1.1% and 1.7% as at 31 December 2013 (31 December 2012: 1.4% to 2.7%; 31 December 2011: Nil and 30 June 2014: 0.95% to 1.1% per annum).

13 SHARE CAPITAL

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Authorised 300 shares of AED 1,000 each ...... 300 300 300 300

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Issued and fully paid up 300 shares of AED 1,000 each ...... 300 300 300 300

F-35 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

14 PROPOSED INCREASE IN SHARE CAPITAL During the six month period ended 30 June 2014, the Company has proposed to issue additional shares at par to the existing shareholders against transfer of legal titles and beneficial ownership of certain plots of land (Note 7). On 20 July 2014, the Company has registered the increase in share capital with Government authorities amounting to AED 13,014,000 thousand consisting of 13,014,000 shares of AED 1,000 each through an addendum to its Memorandum of Association.

15 STATUTORY RESERVE As required by the UAE Federal Commercial Companies Law No. 8 of 1984 (as amended) and the Company’s memorandum of association, 10% of the net profit for the year shall be transferred to statutory reserve until it reaches 50% of the issued share capital. This reserve is not available for distribution except in the circumstances stipulated by the law.

16 EARNINGS PER SHARE Basic earnings per share amounts are calculated by dividing net profit or loss for the period by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding assuming conversion of all dilutive potential ordinary shares. During the period ended 30 June 2014 the Company proposed to issue additional shares in the Company to the existing shareholders against transfer of legal titles and beneficial ownership of certain plots of land (Notes 7 & 14). The information necessary to calculate basic and diluted earnings per share is as follows:

Year ended 31 December Six month period ended 30 June 30 June 2013 2012 2011 2014 2013 AED’000 AED’000 AED’000 AED’000 AED’000 (unaudited) Earnings: Profit for the year/ period ...... 1,099,439 730,823 263,377 617,176 498,017 No. of shares: Weighted average number of ordinary shares for basic earnings per share ...... 300 300 300 300 300 Effect of dilution—proposed issue (Notes 7 & 14) ...... — — — 13,014,000 — Weighted average number of ordinary shares adjusted for the effect of dilution ...... 300 300 300 13,014,300 300 Earnings per share (AED): —basic ...... 3,664,797 2,436,077 877,925 2,057,253 1,660,057 —diluted ...... 3,664,797 2,436,077 877,925 47 1,660,057

F-36 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

17 EMPLOYEES’ END OF SERVICE BENEFITS The movement in the provision for employees’ end of service benefits is as follows:

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Balance as at 1 January ...... 8,044 6,919 3,500 10,852 Provision during the year/ period ...... 3,685 2,159 3,054 2,281 Transferred to parent company/ related parties ...... (47) (110) 659 235 Paid during the year/ period ...... (830) (924) (294) (282) Balance as at 31 December/ 30 June ...... 10,852 8,044 6,919 13,086

Provision for employees’ end of service benefits is made for the full amount due to employees for their periods of service up to the reporting date in accordance with the U.A.E. Labour Law. An actuarial valuation of the employees’ end of service benefits has not been performed as in management’s opinion the net impact of discount rates and future increases in benefits are not likely to be material. The benefits are un-funded.

18 INTEREST BEARING LOANS AND BORROWINGS

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Interest bearing loans and borrowings ...... 3,510,000 3,600,000 801,412 3,673,000 Less: unamortised portion of loan arrangement fee ..... (54,933) (67,433) (79,094) (41,923) Net interest bearing loans and borrowings ...... 3,455,067 3,532,567 722,318 3,631,077 Net interest bearing loans and borrowings are repayable as follows: Within one year (shown under current liabilities) ...... 180,000 90,000 — — After one year (shown under non-current liabilities) .... 3,275,067 3,442,567 722,318 3,631,077 3,455,067 3,532,567 722,318 3,631,077

The finance facility in 2011 represented AED 3,600,000 thousands (USD 1 billion) of syndicated facility which was availed from a consortium of commercial banks, secured against certain investment properties (Note 7) owned by the Company in the UAE. Interest is charged at EIBOR plus 1.85% per annum in 31 December 2013 31 December 2012 and 2011: EIBOR plus 3.50% per annum and the facility is fully repayable by 2019. The banks have a lien on certain cash collaterals amounting to AED 68,542 thousands as at 31 December 2013 31 December 2012: AED 65,988 thousands and 31 December 2011: AED 22,500 thousands (Note 12). The Company had given an irrevocable undertaking to deposit the proceeds of its revenue into the specific account maintained with a financing bank. The facility was secured against the following: • Assignment of mortgage over Dubai Mall • All present and future revenues of Dubai Mall • Guarantee of the Parent Company The facility was subject to covenants clauses, including certain key financial and general covenants on both the Company and Parent Company (the Guarantor). During the six month period ended 30 June 2014, the Company has fully repaid the finance facility of AED 3,600,000 thousands which was availed in 2011. The previous facility is replaced with new Murhabha Islamic finance syndicated facility for USD 1.5 billion (AED 5,509,500 thousand) of which the Company has drawdown USD 1 billion (AED 3,673,000 thousand) as at 30 June 2014. The banks have a lien on

F-37 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

18 INTEREST BEARING LOANS AND BORROWINGS (Continued) certain cash collaterals amounting to AED 18,423 thousands as at 30 June 2014. The new facility is unsecured, subject to certain key financial and general covenants clauses and carries interest at LIBOR + 1.75% pa and this facility would be repaid in single instalment in 2021. The movement during the six month period ended 30 June 2014 is as given below:

2014 AED’000 Balance as at 1 January 2014 ...... 3,510,000 Less: Repaid during the period ...... (3,510,000) Add: Borrowed during the period ...... 3,673,000 Balance as at 30 June 2014 ...... 3,673,000

As at 30 June 2014, included within the Murhabha Islamic finance syndicated facility are interest bearing loans and borrowings amounting to AED 726,215 thousand (31 December 2013, 2012 and 2011: AED Nil) borrowed from a related party (Note 11).

19 SUKUK EMG Sukuk Limited (the ‘‘Issuer’’), a limited liability company registered in the Cayman Islands and a wholly-owned subsidiary of the Company, has issued trust certificates (the ‘‘Sukuk’’) amounting to USD 750,000 thousands (AED 2,754,750 thousands) on 18 June 2014. The Sukuk is listed on NASDAQ Dubai and is due for repayment in 2024. The Sukuk carries a profit distribution rate of 4.564% per annum to be paid semi-annually. The carrying value of the Sukuk is as follows:

30 June 2014 AED’000 Proceeds from the issuance of the Sukuk ...... 2,754,750 Less: Sukuk issuance cost ...... (21,786) Sukuk liability on initial recognition ...... 2,732,964 Profit accrued up to period end ...... 63 Sukuk liability as at period end ...... 2,733,027

20 ACCOUNTS PAYABLE AND ACCRUALS

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Trade payables ...... 34,536 30,741 21,139 43,189 Accrued expenses ...... 253,058 179,529 164,523 223,521 Interest payable ...... 10,622 16,180 3,617 1,287 Other payables ...... 37,389 50,132 2,376 22,301 335,605 276,582 191,655 290,298

21 COMMITMENTS AND CONTINGENCIES Commitments At 31 December 2013 the Company had commitments of 406,491 thousand (31 December 2012: AED 108,114 thousands; 31 December 2011: AED 105,547 thousands and 30 June 2014: AED 1,804,993 thousands). This represents the value of contracts issued as at the reporting date net of invoices received and accruals made as at that date.

F-38 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

21 COMMITMENTS AND CONTINGENCIES (Continued) Operating lease commitments—Company as lessor The Company leases out its property under operating leases as a lessor. The future minimum lease payments receivable (base rent) under non-cancellable operating leases contracted for at the reporting date but not recognised as receivables, are as follows:

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Within one year ...... 1,348,088 1,267,915 1,001,597 1,319,317 After one year but not more than five years ...... 2,088,846 1,922,954 1,903,669 2,319,559 More than five years ...... 264,519 365,929 333,509 211,930 3,701,453 3,556,798 3,238,775 3,850,806

In addition to the base rent, the Company also charges annual service charges to its tenants. The total amount of service charges for the year ended 31 December 2013 was AED 229,675 thousands (31 December 2012: AED 194,174 thousands, 31 December 2011: AED 156,503 thousands and 30 June 2014: AED 123,464 thousands).

Legal claims As at 31 December 2013, legal proceedings are in progress against certain tenants to recover outstanding rents amounting to AED 16,008 thousands 31 December 2012: AED 54,635 thousands; 31 December 2011: AED 6, 717 thousands and 30 June 2014: AED 12,460 thousands. Management is confident that the outcome of these claims will be in favor of the Company and will have no adverse impact on the financial information of the Company.

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Company has exposure to the following risks from its use of financial instruments: a) Credit risk, b) Market risk, and c) Liquidity risk. This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. The Board of Directors of the Parent Company has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s senior management are responsible for developing and monitoring the risk management policies and report regularly to the Board of Directors of the Parent Company on their activities. The Company’s current financial risk management framework is a combination of formally documented risk management policies in certain areas and informal risk management policies in other areas.

F-39 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) Credit risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to credit risk on the following:

As at As at 31 December 30 June 2013 2012 2011 2014 AED’000 AED’000 AED’000 AED’000 Bank balances ...... 1,362,496 669,782 32,668 1,482,754 Trade receivables ...... 194,312 238,203 233,031 93,596 Due from related parties ...... 171,854 121,355 128,073 219,716 1,728,662 1,029,340 393,772 1,796,066

Credit risk from balances with banks and financial institutions is managed by Parent Company’s treasury in accordance with the Parent Company’s policy. The Company limits its exposure to credit risk by only placing balances with international banks and local banks of good repute. Given the profile of its bankers, management does not expect any counterparty to fail to meet its obligations. Credit risk from trade receivables is managed by setting credit limits for individual tenants, monitoring outstanding receivables and obtaining security deposits under the lease arrangements. The Company establishes an allowance for impairment at each reporting date that represents its estimate of incurred losses in respect of trade receivables. Due from related parties relates to transactions arising in the normal course of business with minimal credit risk.

Market risk Market risk is the risk that changes in market prices, such as interest rate risk and currency risk, will affect the Company’s income or the value of its holdings of financial instruments. Financial instruments affected by interest rate risk include interest bearing loans and borrowings. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its interest bearing assets and liabilities (Interest bearing loans and borrowings). The following table demonstrates the sensitivity of the income statement to reasonably possible changes in interest rates, with all other variables held constant and net of hedged instruments. The sensitivity of the income statement is the effect of the assumed changes in interest rates on the Company’s profit for one year, based on the floating rate financial assets and liabilities held at reporting date.

F-40 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) There is no impact on the Company’s equity other than the profit impact stated below.

Sensitivity on profit for the Changes year/period in basis points AED’000 31 December 2013 Interest bearing loans and borrowings ...... Ǆ100 +10,530 31 December 2012 Interest bearing loans and borrowings ...... Ǆ100 +18,000 31 December 2011 Interest bearing loans and borrowings ...... Ǆ100 +8,014 30 June 2014 Interest bearing loans and borrowings ...... Ǆ100 +11,937

Foreign currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s significant monetary assets and liabilities denominated in foreign currencies are either in USD or in currencies pegged to USD. As the AED is currently pegged to the USD, balances in USD and other currencies pegged to USD are not considered to represent significant currency risk.

Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The cash flows, funding requirements and liquidity of the Company are monitored on a centralised basis, under the control of Parent Company Treasury. The objective of this centralised system is to optimise the efficiency and effectiveness of the management of the capital resources. The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank borrowings. The Company manages liquidity risk by maintaining adequate reserves and borrowing facilities, by continuously monitoring forecasted and actual cash flows and matching the maturity profiles of financial assets and liabilities.

F-41 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) The table below summarises the maturities of the Company’s liabilities at 31 December and 30 June, based on contractual undiscounted cash flows and payments.

Less than 3 to 12 1 to 5 More than 3 months months years 5 years Total At 30 June 2014 AED’000 AED’000 AED’000 AED’000 AED’000 Due to related parties ...... — 1,119,155 — — 1,119,155 Interest bearing loans and borrowings ...... 17,281 55,704 297,090 3,815,832 4,185,907 Sukuk ...... — 122,933 509,892 3,392,115 4,024,940 Trade payables ...... 12,957 30,232 — — 43,189 Accrued expenses ...... 89,408 134,113 — — 223,521 Interest payable ...... 1,288 4,540 — — 5,828 Other payables ...... 17,760 — — — 17,760 Total ...... 138,694 1,466,677 806,982 7,207,947 9,620,300

Less than 3 to 12 1 to 5 More than 3 months months years 5 years Total At 31 December 2013 AED’000 AED’000 AED’000 AED’000 AED’000 Due to related parties ...... — — 1,897,315 — 1,897,315 Interest bearing loans and borrowings ...... 68,320 234,235 3,639,307 — 3,941,862 Trade payables ...... 10,361 24,175 — — 34,536 Accrued expenses ...... 130,880 122,178 — — 253,058 Interest payable ...... 10,622 — — — 10,622 Other payables ...... 3,385 34,003 — — 37,389 Total ...... 223,568 414,591 5,536,622 — 6,174,782

Less than 3 to 12 1 to 5 More than 3 months months years 5 years Total At 31 December 2012 AED’000 AED’000 AED’000 AED’000 AED’000 Due to related parties ...... — — 2,417,001 — 2,417,001 Interest bearing loans and borrowings ...... 72,624 215,959 3,680,632 465,950 4,435,165 Trade payables ...... 30,741 — — — 30,741 Accrued expenses ...... 125,670 53,859 — — 179,529 Interest payable ...... 16,180 — — — 16,180 Other payables ...... 50,132 — — — 50,132 Total ...... 295,347 269,818 6,097,633 465,950 7,128,748

Less than 3 to 12 1 to 5 More than 3 months months years 5 years Total At 31 December 2011 AED’000 AED’000 AED’000 AED’000 AED’000 Due to related parties ...... — — 5,440,102 — 5,440,102 Interest bearing loans and borrowings ...... 11,019 33,058 975,763 — 1,019,840 Trade payables ...... 21,139 — — — 21,139 Accrued expenses ...... 45,636 118,887 — — 164,523 Interest payable ...... 3,617 — — — 3,617 Other payables ...... 2,376 — — — 2,376 Total ...... 83,787 151,945 6,415,865 — 6,651,597

F-42 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

22 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Capital management Capital includes equity attributable to the equity holders of the Company. The Company’s policy is to maintain a strong capital base so as to maintain creditor confidence and to sustain future development of the business. The primary objective of the Company’s capital management strategy is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder’s value. The Company manages its capital structure and makes adjustments to it, in light of changes in business conditions. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2013, 31 December 2012, 31 December 2011 and six month period ended 30 June 2014.

23 FAIR VALUES OF FINANCIAL INSTRUMENTS Financial instruments comprise financial assets, financial liabilities and derivatives Financial assets of the Company include bank balances and cash, trade receivables, advances, other receivables and due from related parties. Financial liabilities of the Company include security deposits, interest bearing loans and borrowings, trade payables and due to related parties. Derivatives include interest rate swaps. The fair values of the financial instruments are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair values of the financial instruments are not materially different from their carrying value unless stated otherwise.

24 HEDGING ACTIVITIES Cash flow hedges The Company held certain interest rate swap contracts designated as a hedge of expected future payments under the borrowing contracts entered by the Company for which it has firm commitments. The interest rate swap contract is being used to hedge the interest rate risk of the firm commitments. The nominal amount of these contracts is 31 December 2013 is AED 2,520,000 thousands, (31 December 2012: AED 1,800,000 thousands; 31 December 2011: Nil and at 30 June 2014: AED 1,285,500 thousands..

31 December 2013 31 December 2012 31 December 2011 Assets Liabilities Assets Liabilities Assets Liabilities AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Interest rate swap contracts Fair value ...... — 34,862 — 45,096 — —

30 June 2014 Assets Liabilities AED’000 AED’000 Interest rate swap contracts Fair value ...... — 7,383

The fair values of the interest rate swaps are estimated using quotes from external sources or from the counterparty to the instruments. The terms of the foreign currency forward contracts match the terms of the expected highly transactions. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss.

F-43 Emaar Malls Group LLC NOTES TO THE HISTORICAL FINANCIAL INFORMATION (Continued)

24 HEDGING ACTIVITIES (Continued) Fair value hierarchy The Company uses the following hierarchy for determining and disclosing the fair value of cash flow hedges by valuation technique:

Total Level 1 Level 2 Level 3 AED’000 AED’000 AED’000 AED’000 December 2013 Liabilities Interest rate swap contracts ...... 34,862 — 34,862 — 31 December 2012 Liabilities Interest rate swap contracts ...... 45,096 — 45,096 — 31 December 2011 Liabilities Interest rate swap contracts ...... — — — — 30 June 2014 Liabilities Interest rate swap contracts ...... 7,383 — 7,383 —

Level 1: Fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: Fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Valuation technique The present value of interest rate swaps is computed by determining the present value of the fixed leg and the floating leg interest flows. The value of the fixed leg is derived by the present value of the fixed coupon payments. The value of the floating leg is ascertained by the present value of the floating coupon payments determined at the agreed dates of each payment. The forward rate for each floating payment date is calculated using the forward curves.

25. SUBSEQUENT EVENTS Subsequent to the date of financial position at 30 June 2014, the following events occurred: • The Company has drawn down an additional AED 918,238 thousands under the new facility and used the proceeds together with available cash to make payments totaling AED 1,953,265 thousands to the Parent Company comprising of repayments of the loan of AED 972,315 thousands, interest and other charges on the Parent Company loan of AED 180,950 thousands and a dividend payment of AED 800,000 thousands.

F-44 ANNEX A: JLL VALUATION REPORT

A-1 August 2014

Valuation Report

Project Diem

Valuation Report 21 August 2014 Project Diem V6638

Contents

1 Executive Summary ...... 6 2 Schedule of Market Values ...... 7 3 Property Schedule Executive Summaries ...... 8 3.1 Summary Overview Table ...... 8 Property 1 -The Dubai Mall (incl. The Dubai Mall Fashion Avenue extension) ...... 9 Property 2 - Dubai Marina Mall and Pier 7 ...... 11 Property 3 - Souk Al Bahar ...... 12 Property 4 - Dukkan Al Manzil ...... 13 Property 5 - Dukkan Qamardeen ...... 14 Property 6 - Dukkan Tamerhind ...... 15 Property 7 - Residences 1 Retail ...... 16 Property 8 - Residences 2 Retail ...... 17 Property 9 - Residences 3 Retail - South Ridge ...... 18 Property 10 - Building 789 Retail ...... 19 Property 11 - Emaar Square Buildings 1 and 4 Retail...... 20 Property 12 - 8 Boulevard Walk Retail ...... 21 Property 13 - Burj Views Retail ...... 22 Property 14 - The Lofts Retail ...... 23 Property 15 - Boulevard Plaza Retail ...... 24 Property 16 - Claren 1 Retail ...... 25 Property 17 - Boulevard Central Retail ...... 26 Property 18 - 29 Boulevard Retail ...... 27 Property 19 - Stand Point Retail ...... 28 Property 20 - The Address Boulevard Retail ...... 29 Property 21 - Boulevard Specialty ...... 30 Property 22 - Marina Walk ...... 31 Property 23 - Al Majarah and Al Sahab Retail ...... 32 Property 24 - Marina Promenade aka 7WX Retail ...... 33 Property 25 - Marina Quays Retail ...... 34 Property 26 - Park Island Retail ...... 35 Property 27 - Dubai Marina Mall - Pier 7 ...... 36 Property 28 - Marina Plaza Retail ...... 37 Property 29 - Gold and Diamond Park ...... 38 Property 30 - The Meadows City Centre ...... 39 Property 31 - The Meadows Town Centre ...... 40 Property 32 - The Springs Community Centre ...... 41 Property 33 - Emaar Towers Retail ...... 42 Property 34 - Arabian Ranches 1 ...... 43 Property 35 - The Greens Community Centre ...... 44 Property 36 - The Dubai Mall Fashion Avenue Extension ...... 45 Property 37 - The Arabian Ranches 2...... 46 4 Terms of Engagement ...... 47 4.1 Client ...... 47 4.2 Addressees ...... 47

4.3 Instructions and Purpose of Valuation ...... 47 4.4 Valuation Standards ...... 47 4.5 Subject of Valuation ...... 47 4.6 Previous Involvement ...... 47 4.7 Conflict of Interest ...... 47 4.8 Status of Valuer ...... 48 4.9 Interest Valued ...... 48 4.10 Basis of Valuation ...... 48 4.11 Valuation Date ...... 48 4.12 Currency to be adopted ...... 48 4.13 Publication ...... 48 4.14 Liability ...... 49 5 Investigations ...... 50 5.1 Nature and sources of information relied upon ...... 50 5.2 Extent of Investigations ...... 51 5.2.1 Title and Tenure ...... 51 5.2.2 Inspection and Areas ...... 52 5.2.3 State of Repair ...... 52 5.2.4 Utilities and Building Services ...... 52 5.2.5 Planning and Building Regulations ...... 52 5.2.6 Contamination and Hazardous Substances ...... 52 5.2.7 Environmental Matters ...... 53 5.2.8 Operational Licences/Permits/Certificates/Agreements ...... 53 5.2.9 Tenancy Schedule ...... 53 5.2.10 Occupational Tenancies ...... 54 6 Market Commentary ...... 55 6.1 Global Market Trends ...... 55 6.2 International Market Summary ...... 60 6.3 European Market Commentary ...... 61 6.4 Asia-Pacific Market Commentary ...... 74 6.5 Large Shopping Centre Transaction Summary ...... 78 6.6 Socio Economic Overview, Dubai ...... 79 6.7 Socio Economic Overview, UAE ...... 92 6.8 Dubai Retail Overview ...... 100 6.9 Comparable Retail Outlets ...... 110 7 Valuation Approach ...... 124 7.1 Market Value Definition ...... 124 7.2 Base Rent and Turnover Lease Structure...... 124 7.3 Gross Passing Rent Definition ...... 124 7.4 DCF Calculation ...... 124 7.5 Residual Method of Valuation (applicable to The Dubai Mall Fashion Avenue extension) ...... 125 7.6 Income Capitalisation Approach ...... 127 7.7 Liquidity ...... 129 8 Opinion of Market Value ...... 131 Appendix A - General Principles Adopted in Preparation of Valuations and Reports ...... 132 Appendix B - Interpretative Commentary of Market Value ...... 135

Appendix C - Al Tamimi & Co. Report on Investigations with Dubai Land Department ...... 138 Appendix D - Ernst &Young Report of Factual Findings ...... 139

1 Executive Summary

This Executive Summary must be read in conjunction with the following Valuation Report.

Instructions and Purpose We are instructed to provide our opinion of the Market Value of the of Valuation: freehold interest in the various Properties for inclusion in the prospectus to be published by Emaar Malls Group LLC in connection with the proposed Initial Public Offering of shares and the listing of those shares on the Dubai Financial Market.

Valuation Standards: Our opinions of value and this Valuation Report are prepared in accordance with the RICS Valuation – Professional Standards (January 2014) (“Standards”) which comply with the International Valuation Standards.

Subject of Valuation: The portfolio comprises various retail properties together with ancillary uses located in Dubai, United Arab Emirates, as detailed in the following Property Schedules (“Properties”).

Basis of Valuation: We have provided our opinion of the Market Value of the Properties, defined by the Standards as:

“the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

Date of Valuation: 30 June 2014

Aggregate Market Value: AED 39,789,940,000

(THIRTY NINE BILLION SEVEN HUNDRED EIGHTY NINE MILLION AND NINE HUNDRED FORTY THOUSAND UAE DIRHAMS)

The aggregate Market Value reported above is the sum of the Market Value of each Property valued individually and does not necessarily represent the Market Value of the Properties if sold as a single portfolio.

In line with local market practice, no allowance has been made in our valuations for a seller’s costs of realisation, purchaser’s costs of acquisition or for any tax liability.

For individual asset values please refer to the following schedule.

2 Schedule of Market Values

Property No. Portfolio Property Name Market Value as at 30 June 2014 (AED) 1 n/a The Dubai Mall (incl. The Dubai Mall Fashion Avenue extension) 34,400,000,000 2 n/a Dubai Marina Mall and Pier 7 1,587,000,000 3 n/a Souk Al Bahar 893,000,000 4 BD Dukkan Al Manzil 75,580,000 5 BD Dukkan Qamardeen 44,030,000 6 BD Dukkan Tamerhind 49,490,000 7 BD Residences 1 Retail 86,210,000 8 BD Residences 2 Retail 69,490,000 9 BD Residences 3 Retail - South Ridge 79,460,000 10 BD Building 789 Retail 15,060,000 11 BD Emaar Square Buildings 1 and 4 Retail 71,520,000 12 BD 8 Boulevard Walk Retail 28,430,000 13 BD Burj Views Retail 37,540,000 14 BD The Lofts Retail 49,670,000 15 BD Boulevard Plaza Retail 125,780,000 16 BD Claren 1 Retail 105,690,000 17 BD Boulevard Central Retail 28,660,000 18 BD 29 Boulevard Retail 52,860,000 19 BD Stand Point Retail 50,630,000 20 BD The Address Boulevard Retail 197,730,000 21 BD Boulevard Specialty 92,860,000 22 MR Marina Walk 291,590,000 23 MR Al Majarah and Al Sahab Retail 19,380,000 24 MR Marina Promenade aka 7WX Retail 108,770,000 25 MR Marina Quays Retail 43,940,000 26 MR Park Island Retail 55,970,000 27 n/a Dubai Marina Mall - Pier 7 Incl. in DMM 28 MR Marina Plaza Retail 23,010,000 29 n/a Gold and Diamond Park 470,000,000 30 CC The Meadows City Centre 37,280,000 31 CC The Meadows Town Centre 151,050,000 32 CC The Springs Community Centre 76,460,000 33 CC Emaar Towers Retail 10,900,000 34 CC Arabian Ranches 1 117,020,000 35 CC The Greens Community Centre 120,070,000 36 n/a The Dubai Mall Fashion Avenue extension Incl. in TDM 37 CC Arabian Ranches 2 123,810,000

3 Property Schedule Executive Summaries

3.1 Summary Overview Table

Property Details Leasable Areas (sq ft) Occupancy Weighted Avg. Lease Term Gross Passing Rent Methodology Yields Market Value as at 30 June 2014 No. Portfolio Name Total Main Units Other (Years) (AED pa) Equivalent Initial (AED) (AED/sq ft) 1 n/a The Dubai Mall (incl. The Dubai Mall Fashion Avenue extension) 4,229,369 4,083,023 146,346 85% 2.54 1,993,686,188 Discounted cash flow n/a 5.19% 34,400,000,000 8,134 1 n/a The Dubai Mall (excl. The Dubai Mall Fashion Avenue extension) 3,665,369 3,519,023 146,346 99% 2.54 1,993,686,188 Discounted cash flow n/a 5.95% 29,650,000,000 8,089 2 n/a Dubai Marina Mall and Pier 7 425,407 401,119 24,288 96% 2.62 124,193,539 Discounted cash flow n/a 6.06% 1,587,000,000 3,731 3 n/a Souk Al Bahar 209,389 183,597 25,792 90% 1.98 65,827,500 Discounted cash flow n/a 7.02% 893,000,000 4,265 4 BD Dukkan Al Manzil 31,923 29,630 2,293 99% 5,645,823 Income Capitalisation 9.03% 7.10% 75,580,000 2,368 5 BD Dukkan Qamardeen 24,474 24,474 0 9% 410,340 Income Capitalisation 9.00% n/a 44,030,000 1,799 6 BD Dukkan Tamerhind 20,192 17,394 2,798 94% 3,468,861 Income Capitalisation 10.03% 6.91% 49,490,000 2,451 7 BD Residences 1 Retail 44,618 33,421 11,197 82% 5,402,329 Income Capitalisation 9.39% 6.16% 86,210,000 1,932 8 BD Residences 2 Retail 30,400 18,028 12,372 98% 5,169,112 Income Capitalisation 9.41% 7.34% 69,490,000 2,286 9 BD Residences 3 Retail - South Ridge 33,246 30,032 3,214 72% 3,829,843 Income Capitalisation 9.40% 4.71% 79,460,000 2,390 10 BD Building 789 Retail 10,979 8,346 2,633 87% 1,150,002 Income Capitalisation 9.20% 7.54% 15,060,000 1,372 11 BD Emaar Square Buildings 1 and 4 30,327 20,316 10,011 87% 4,059,958 Income Capitalisation 9.51% 5.57% 71,520,000 2,358 12 BD 8 Boulevard Walk Retail 11,891 11,891 0 63% 1,540,160 Income Capitalisation 9.70% 5.31% 28,430,000 2,391 13 BD Burj Views Retail 20,237 16,603 3,634 91% 2,899,654 Income Capitalisation 9.15% 7.63% 37,540,000 1,855 14 BD The Lofts Retail 23,650 19,007 4,643 96% 3,791,653 Income Capitalisation 9.21% 7.53% 49,670,000 2,100 15 BD Boulevard Plaza Retail 65,790 45,581 20,209 90% 7,605,216 Income Capitalisation 9.26% 5.94% 125,780,000 1,912 16 BD Claren 1 Retail 40,775 25,869 14,906 84% 5,682,137 Income Capitalisation 9.32% 5.27% 105,690,000 2,592 17 BD Boulevard Central Retail 19,698 11,389 8,309 90% 2,187,092 Income Capitalisation 9.32% 7.53% 28,660,000 1,455 18 BD 29 Boulevard Retail 27,548 20,048 7,500 89% 3,399,727 Income Capitalisation 9.31% 6.33% 52,860,000 1,919 19 BD Stand Point Retail 24,695 16,816 7,879 100% 4,276,608 Income Capitalisation 9.17% 8.35% 50,630,000 2,050 20 BD The Address Boulevard Retail 49,459 32,684 16,775 67% 8,047,440 Income Capitalisation 9.42% 3.96% 197,730,000 3,998 21 BD Boulevard Specialty 28,812 20,500 8,312 89% 7,007,965 Income Capitalisation 9.12% 7.45% 92,860,000 3,223 22 MR Marina Walk 105,778 68,582 37,196 81% 18,756,145 Income Capitalisation 9.33% 5.77% 291,590,000 2,757 23 MR Al Majarah and Al Sahab Retail 11,485 9,037 2,448 68% 989,835 Income Capitalisation 8.93% 2.27% 19,380,000 1,687 24 MR Marina Promenade aka 7WX Retail 46,646 36,199 10,447 97% 8,302,854 Income Capitalisation 9.22% 7.07% 108,770,000 2,332 25 MR Marina Quays Retail 27,705 15,857 11,848 82% 2,175,410 Income Capitalisation 9.04% 4.77% 43,940,000 1,586 26 MR Park Island Retail 32,175 21,911 10,264 83% 4,030,360 Income Capitalisation 9.14% 5.61% 55,970,000 1,740 27 MR Dubai Marina Mall - Pier 7 Incl. in DMM n/a n/a n/a Incl. in DMM Discounted cash flow n/a n/a Incl. in DMM n/a 28 MR Marina Plaza Retail 11,532 9,869 1,663 78% 1,254,885 Income Capitalisation 8.94% 5.21% 23,010,000 1,995 29 n/a Gold and Diamond Park 526,121 526,121 89% 1.50 42,917,775 Discounted cash flow n/a 7.99% 470,000,000 893 30 CC The Meadows City Centre 18,398 15,079 3,319 100% 3,685,949 Income Capitalisation 9.50% 9.29% 37,280,000 2,026 31 CC The Meadows Town Centre 65,925 61,992 3,933 99% 13,436,975 Income Capitalisation 9.41% 8.21% 151,050,000 2,291 32 CC The Springs Community Centre 217,644 n/a n/a n/a n/a Residual Land Value 9.05% n/a 76,460,000 n/a 33 CC Emaar Towers Retail 13,179 11,616 1,563 65% 943,810 Income Capitalisation 9.96% 4.55% 10,900,000 827 34 CC Arabian Ranches 1 47,508 42,568 4,940 99% 9,319,884 Income Capitalisation 9.39% 7.30% 117,020,000 2,463 35 CC The Greens Community Centre 40,994 32,459 8,535 97% 10,506,857 Income Capitalisation 9.55% 8.19% 120,070,000 2,929 36 n/a The Dubai Mall Fashion Avenue extension Incl. in TDM n/a n/a n/a n/a n/a Residual Land Value n/a n/a Incl. in TDM n/a 37 CC Arabian Ranches 2 129,963 n/a n/a n/a n/a Residual Land Value 9.05% n/a 123,810,000 n/a

Property 1 - The Dubai Mall (incl. The Dubai Mall Fashion Avenue extension)

Property The Dubai Mall, Downtown Dubai, Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 13 May 2014 by Simon Brand FRICS, Head of Valuation Advisory MENA and Christian Luft MRICS , Director, both internally and externally. The Property was inspected on a visual basis only.

Property Description: The Property is located in Downtown Dubai, Dubai, UAE adjacent to the Burj Khalifa and Dubai fountains and forms part of the Downtown Dubai development by Emaar Properties. The Dubai Mall currently comprises retail space with a leasable area of 3,469,050 sq ft and a total leasable area (including terraces and storage) of 3,665,369 sq ft.

The Property also includes the Fashion Avenue extension which is currently under construction. When complete this will provide an additional 613,973 sq ft of lettable area according to the plans provided by the Company. Construction of the extension will require the redevelopment of 49,973 sq ft of leasable space, resulting in a total leasable area of 4,229,369 sq ft after completion of the planned works. Basis of Value: We have provided our opinion of the Market Value of the Property including the Fashion Avenue extension.

Key Valuation Gross Passing Operational Initial Occupancy Market Rent Consideration Rent Expenses Yield IRR (%) (%) (AED pa) including Fashion (AED pa) (AED pa) (%) Avenue Extension: 1,993,686,188* 85% 2,160,173,071** 208,199,102 5.19% 9.45%

Key Valuation Gross Passing Operational Initial Occupancy Market Rent Consideration Rent Expenses Yield IRR (%) (%) (AED pa) excluding Fashion (AED pa) (AED pa) (%) Avenue Extension: 1,993,686,188* 99% 1,533,207,754** 208,199,102 5.95% 8.92%

* Gross Passing Rent includes any contractual stepped increases during the following 12 months and leasing up of any current vacancy. This figure also includes turnover rent and other additional rental income. ** Market Rent is expressed as a day one amount and excludes turnover rent and additional rental income.

Date of Valuation: 30 June 2014

Market Value AED 34,400,000,000 including Fashion (THIRTY FOUR BILLION, FOUR HUNDRED MILLION UAE DIRHAMS) Avenue extension: In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Market Value AED 29,650,000,000 excluding Fashion (TWENTY NINE BILLION, SIX HUNDRED AND FIFTY MILLION UAE DIRHAMS) Avenue extension: In line with local market practice, no deduction has been made for purchaser’s costs, cost of realisation or taxation.

Property 2 - Dubai Marina Mall and Pier 7

Property Dubai Marina Mall and Pier 7, Dubai Marina, Dubai, UAE. Name/Address: Property The Property was inspected on 13 May 2014 by Simon Brand FRICS, Head of Valuation Advisory MENA, Inspection: Christian Luft MRICS, Director, Nicholas Brown MRICS, Deputy Head of Valuation Advisory and George Cavalli MBA, Manager both internally and externally. The Property was inspected on a visual basis only. Property Dubai Marina Mall comprises part of the Dubai Marina Mall complex, which was completed in December 2008 Description: and includes a 200 room 5 star hotel, 440 hotel apartments, Dubai Marina Mall and Pier 7.

Dubai Marina Mall comprises two main basement car parking levels and four main retail levels offering a total of 140 units with a leasable area of 314,631 sq ft and a total leasable area of 338,919 sq ft (including terrace and storage units).

Pier 7 completed in May 2013, comprises an eight storey stand-alone building offering a total of seven food and beverage outlets (benefitting from alcohol licences) with a total leasable area of 86,488 sq ft (including terrace units).

Basis of Value: We have provided our opinion of the Market Value of the Property. Key Valuation Gross Operational Initial Occupancy Market Rent IRR Consideration: Passing Rent Expenses Yield (%) (AED pa) (%) (AED pa) (AED pa) (%) 124,193,539* 96% 102,307,580** 28,059,589 6.06% 8.99%

Date of Valuation: 30 June 2014 Market Value: AED 1,587,000,000 (ONE BILLION, FIVE HUNDRED AND EIGHTY SEVEN MILLION UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 3 - Souk Al Bahar

Property Souk Al Bahar, Downtown Dubai, Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 13 May 2014 by Christian Luft MRICS, National Director. The Property was inspected on a visual basis only both internally and externally.

Property The Property comprises a series of retail and restaurant/F&B units. The total leasable area extends to Description: approximately 209,389 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property has been operational since 2008.

Basis of Value: We have provided our opinion of the Market Value of the Property. Key Valuation Gross Operational Initial Consideration: Occupancy Market Rent Passing Rent Expenses Yield IRR (%) (%) (AED pa) (AED pa) (AED pa) (%) 65,827,500 90% 65,563,985 9,069,538 7.02% 9.99%

Date of Valuation: 30 June 2014

Market Value: AED 893,000,000 (EIGHT HUNDRED AND NINETY THREE MILLION UAE DIRHAMS) In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 4 - Dukkan Al Manzil

Property Dukkan Al Manzil, Downtown Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 01 May 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis only both internally and externally.

Property The Property comprises a retail centre located in the Downtown District of Dubai. The total leasable area Description: extends to approximately 31,923 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2007.

Basis of Value We have provided our opinion of the Market Value of the Property. Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 5,645,823 99% 7,016,557 n/a 7.10% 9.03%

Date of Valuation: 30 June 2014

Market Value: AED 75,580,000 (SEVENTY FIVE MILLION, FIVE HUNDRED AND EIGHTY THOUSAND UAE DIRHAMS) In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 5 - Dukkan Qamardeen

Property Dukkan Qamardeen, Downtown Dubai, Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 01 May 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis only both internally and externally.

Property The Property comprises a modern, open air retail souk in the Downtown District of Dubai. The total leasable Description: area extends to approximately 24,474 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2007.

Basis of Value: We have provided our opinion of the Market Value of the Property. Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 410,340 9% 5,514,030 1,048,218 n/a 9.00%

Date of Valuation: 30 June 2014 Market Value: AED 44,030,000 (FORTY FOUR MILLION AND THIRTY THOUSAND UAE DIRHAMS)

In line with local market practice, no deduction has been made for purchaser’s costs, cost of realisation or taxation.

Property 6 - Dukkan Tamerhind

Property Dukkan Tamerhind, Downtown Dubai, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 01 May 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis only both internally and externally. Property The Property comprises a retail community centre located in the Downtown District of Dubai. The total Description: leasable area extends to approximately 20,192 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2008. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 3,468,861 94% 5,105,270 51,053 6.91% 10.03%

Date of Valuation: 30 June 2014

Market Value: AED 49,490,000 (FORTY NINE MILLION, FOUR HUNDRED AND NINETY THOUSAND UAE DIRHAMS)

In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 7 - Residences 1 Retail

Property Residences 1 Retail, Downtown Dubai, UAE. Name/Address: Property Inspection The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally and on a visual basis only. Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Residences 1’ Description: tower in Downtown Dubai. The total leasable area extends to approximately 44,618 sq ft (including terrace space but excluding ATM’s). The Property has been operational since 2006. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 5,402,329 82% 8,516,938 0 6.16% 9.39%

Date of Valuation: 30 June 2014 Market Value: AED 86,210,000 (EIGHTY SIX MILLION, TWO HUNDRED AND TEN THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 8 - Residences 2 Retail

Property Residences 2 Retail, Downtown Dubai, UAE. Name/Address:

Property Inspection: The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alex Arvalis MRICS, Senior Valuer. The Property was inspected externally and on a visual basis only.

Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Residences 2’ Description: tower in Downtown Dubai. The total leasable area extends to approximately 30,400 sq ft (including terrace and storage space). The Property has been operational since 2008.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 5,169,112 98% 6,714,720 0 7.34% 9.41%

Date of Valuation: 30 June 2014

Market Value: AED 69,490,000 (SIXTY NINE MILLION, FOUR HUNDRED AND NINETY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 9 - Residences 3 Retail - South Ridge

Property Residences 3 Retail - South Ridge, Downtown Dubai, UAE. Name/Address:

Property Inspection: The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally and on a visual basis only.

Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘South Ridge’ Description: towers in Downtown Dubai, which is a six tower residential development. The total leasable area extends to approximately 33,246 sq ft (including terrace space). The Property has been operational since 2008 and received practical completion in 2008. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 3,829,843 72% 8,556,002 0 4.71% 9.40%

Date of Valuation: 30 June 2014 Market Value: AED 79,460,000 (SEVENTY NINE MILLION, FOUR HUNDRED AND SIXTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation

Property 10 - Building 789 Retail

Property Building 789 Retail, Downtown Dubai, UAE. Name/Address:

Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Building 789 in Description: Downtown Dubai. The total leasable area extends to approximately 10,979 sq ft (including terrace space). The Property has been operational since 2008.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 1,150,002 87% 1,419,354 0 7.54% 9.20%

Date of Valuation: 30 June 2014

Market Value: AED 15,060,000 (FIFTEEN MILLION AND SIXTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 11 - Emaar Square Buildings 1 and 4 Retail

Property Emaar Square Buildings 1 and 4 Retail, Downtown Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Surveyor and Alexandros Arvalis MRICS, Senior Surveyor. The Property was inspected externally and internally on a visual basis only. Property The Property comprises a collection of retail units located on the ground floor of Emaar Square Buildings 1 Description: and 4, located in Downtown Dubai. The total leasable retail area of both buildings extends to approximately 30,327 sq ft (including terrace space but excluding ATMs). The Property has been operational since 2008.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 4,059,958 87% 7,459,428 0 5.57% 9.51%

Date of Valuation: 30 June 2014

Market Value: AED 71,520,000 (SEVENTY ONE MILLION, FIVE HUNDRED AND TWENTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 12 - 8 Boulevard Walk Retail

Property 8 Boulevard Walk Retail, Downtown Dubai, UAE Name/Address: Property Inspection: The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally and on a visual basis only. Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘8 Boulevard Description: Walk’ tower in Downtown Dubai. The total leasable area extends to approximately 11,891 sq ft. The Property has been operational since 2009. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 1,540,160 63% 2,932,020 0 5.31% 9.70%

Date of Valuation: 30 June 2014 Market Value: AED 28,430,000 (TWENTY EIGHT MILLION, FOUR HUNDRED AND THIRTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 13 - Burj Views Retail

Property Burj Views Retail, Downtown Dubai, UAE Name/Address:

Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Burj Views’ Description: towers in Downtown Dubai. Burj Views is a complex of three residential towers. The total leasable area extends to approximately 20,237 sq ft (including terrace and storage space). The property received practical completion in 2010. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 2,899,654 91% 3,436,236 0 7.63% 9.15%

Date of Valuation: 30 June 2014 Market Value: AED 37,540,000 (THIRTY SEVEN MILLION, FIVE HUNDRED AND FORTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 14 - The Lofts Retail

Property The Lofts Retail, Downtown Dubai, UAE Name/Address: Property Inspection: The Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally on a visual basis only.

Property The Property comprises a series of retail units which occupy the ground floor of the ‘Lofts’ tower located in Description: Downtown Dubai. The total leasable area extends to approximately 23,650 sq ft (including terrace and storage space). The Property has been operational since 2011 and received practical completion in 2010.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 3,791,653 96% 4,695,914 0 7.53% 9.21%

Date of Valuation: 30 June 2014 Market Value: AED 49,670,000 (FORTY NINE MILLION, SIX HUNDRED AND SEVENTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 15 - Boulevard Plaza Retail

Property Boulevard Plaza Retail, Downtown Dubai, UAE Name/Address:

Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Boulevard Plaza’ Description: office towers in Downtown Dubai. Boulevard Plaza office towers (Towers 1 and 2) stand at 36 and 30 storeys and share a common podium. The two towers arch convexly as they rise. The total leasable area extends to approximately 65,790 sq ft (including terrace and storage space). The Property has been operational since 2011.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 7,605,216 90% 12,777,290 0 5.94% 9.26%

Date of Valuation: 30 June 2014

Market Value: AED 125,780,000 (ONE HUNDRED AND TWENTY FIVE MILLION, SEVEN HUNDRED AND EIGHTY THOUSAND UAE DIRHAMS) In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 16 - Claren 1 Retail

Property Claren 1 Retail, Downtown Dubai, UAE Name/Address: Property Inspection: The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally and on a visual basis only. Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Claren 1’ tower Description: in Downtown Dubai. The total leasable area extends to approximately 40,775 sq ft (including terrace and storage space). The Property has been operational since 2012 and received practical completion in 2012.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 5,682,137 84% 10,518,893 0 5.27% 9.32%

Date of Valuation: 30 June 2014

Market Value: AED 105,690,000 (ONE HUNDRED AND FIVE MILLION, SIX HUNDRED AND NINETY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 17 - Boulevard Central Retail

Property Boulevard Central Retail, Downtown Dubai, UAE Name/Address: Property Inspection: The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally and on a visual basis only. Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Boulevard Description: Central’ tower. The Property extends to a leasable area of 19,968 sq ft. (including terrace and storage space). The Property has been operational since 2013 and received practical completion in 2012. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 2,187,092 90% 2,766,676 0 7.53% 9.32%

Date of Valuation: 30 June 2014

Market Value: AED 28,660,000 (TWENTY EIGHT MILLION, SIX HUNDRED AND SIXTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 18 - 29 Boulevard Retail

Property 29 Boulevard Retail, Downtown Dubai, UAE. Name/Address: Property Inspection: The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally on a visual basis only.

Property The Subject Property comprises the retail units which occupy the ground floor level of the ’29 Boulevard’ Description: towers 1 and 2. The total leasable area extends to approximately 27,548 sq ft (including terrace space). The Property has been operational since 2013 and received practical completion in 2013.

Date of Valuation: 30 June 2014

Market Value: AED 52,860,000 (FIFTY TWO MILLION, EIGHT HUNDRED AND SIXTY THOUSAND UAE DIRHAMS) In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 19 - Stand Point Retail

Property Standpoint Retail, Downtown Dubai, UAE. Name/Address:

Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Standpoint’ tower Description: A and B. The total leasable area extends to approximately 24,695 sq ft (including terrace space). The Property has been operational since 2013 and received practical completion in 2012.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 4,276,608 100% 4,674,492 0 8.35% 9.17%

Date of Valuation: 30 June 2014

Market Value: AED 50,630,000 (FIFTY MILLION, SIX HUNDRED AND THIRTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 20 - The Address Boulevard Retail

Property The Address Boulevard Retail, Downtown Dubai, UAE Name/Address:

Property The Subject Property comprises the retail units which occupy the ground floor level of the ‘Address Description: Boulevard’ tower. The total leasable area extends to approximately 49,459 sq ft (including terrace space). The Property has been operational since 2013.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 8,047,440 67% 20,950,975 0 3.96% 9.42%

Date of Valuation: 30 June 2014

Market Value: AED 197,730,000 (ONE HUNDRED AND NINETY SEVEN MILLION, SEVEN HUNDRED AND THIRTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 21 - Boulevard Specialty

Property Boulevard Specialty, Downtown Dubai, UAE Name/Address: Property Inspection: The Subject Property was inspected on 15 May 2014 by Youcef Elhachemi MRICS, Senior Valuer and Alexandros Arvalis MRICS, Senior Valuer. The Property was inspected externally and on a visual basis only. Property The Subject Property comprises a series of retail units, terraces and kiosks along Sheikh Mohammed bin Description: Rashid Boulevard in Downtown Dubai District. The total leasable area of the retail units and terraces (excluding kiosks) extends to approximately 28,812 sq ft. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 7,007,965 89% 8,768,575 0 7.45% 9.12%

Date of Valuation: 30 June 2014 Market Value: AED 92,860,000 (NINETY TWO MILLION, EIGHT HUNDRED AND SIXTY THOUSAND UAE DIRHAMS)

In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 22 - Marina Walk

Property Marina Walk, Dubai Marina, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 11 May 2014 by Nicholas Brown MRICS, Deputy Head of Valuation Advisory and George Cavalli MBA, Manager both internally and externally. The Property was inspected on a visual basis only.

Property The Property comprises a community centre/strip retail offering approximately 68,582 sq ft of leasable main Description: unit retail space and a total leasable area of 105,778 sq ft (inclusive of terrace and storage space and speciality leasing but excluding mezzanine areas). We have not been provided with a Building Completion Certificate for the Property but understand it has been operational since May 2005.

* Occupancy = 90% if the mezzanine areas are excluded from the calculation Date of Valuation: 30 June 2014

Market Value: AED 291,590,000 (TWO HUNDRED NINETY ONE MILLION FIVE HUNDRED NINETY THOUSAND UAE DIRHAMS) In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 23 - Al Majarah and Al Sahab Retail

Property Al Majarah and Al Sahab Retail, Dubai Marina, Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 11 May 2014 by Nicholas Brown MRICS, Deputy Head of Valuation Advisory and George Cavalli MBA, Manager both internally and externally. The Property was inspected on a visual basis only. Property The Property comprises a series of retail units, some with outdoor terrace areas, situated on the Description: promenade and ground floor levels of the Al Majarah and Al Sahab complexes. The total leasable area within Al Majarah extends to approximately 10,655 sq ft and within Al Sahab to approximately 830 sq ft (one unit). Al Majarah and Al Sahab received Building Completion Certificates on 22 June and 5 July 2005 respectively.

Date of Valuation: 30 June 2014

Market Value: AED 19,380,000 (NINETEEN MILLION THREE HUNDRED EIGHTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation

Property 24 - Marina Promenade aka 7WX Retail

Property Marina Promenade aka 7WX Retail, Dubai Marina, Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 11 May 2014 by Nicholas Brown MRICS, Deputy Head of Valuation Advisory and George Cavalli MBA, Manager both internally and externally. The Property was inspected on a visual basis only. Property The Property comprises a series of retail units, some with outdoor terrace areas, situated on the Description: promenade and ground floor levels of the residential towers forming Marina Promenade. The total leasable area extends to approximately 46,646 sq ft. The Property received its Building Completion Certificate on 21 April 2008. Basis of Value : We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 8,302,854 97% 10,862,268 605,164 7.07% 9.22%

Date of Valuation: 30 June 2014

Market Value: AED 108,770,000 (ONE HUNDRED EIGHT MILLION SEVEN HUNDRED SEVENTY THOUSAND UAE DIRHAMS

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 25 - Marina Quays Retail

Property Marina Quays Retail, Dubai Marina, Dubai, UAE. Name/Address:

Property The Property comprises a series of retail units, some with outdoor terrace areas, situated on the Description: promenade level of the residential towers forming Marina Quays. The total leasable area extends to approximately 27,705 sq ft. We have not been provided with a Building Completion Certificate for the Property but understand it has been operational since May 2012.

Date of Valuation: 30 June 2014

Market Value: AED 43,940,000 (FORTY THREE MILLION NINE HUNDRED FORTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 26 - Park Island Retail

Property Park Island Retail, Dubai Marina, Dubai, UAE. Name/Address:

Property The Property comprises a series of retail units, some with outdoor terrace areas, situated on the Description: promenade and ground floor levels of the four towers forming Park Island. The total leasable area extends to approximately 32,175 sq ft. The Property received its Building Completion Certificate on 03 September 2012. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 4,030,360 83% 5,851,133 838,522 5.61% 9.14%

Date of Valuation: 30 June 2014 Market Value: AED 55,970,000 (FIFTY FIVE MILLION NINE HUNDRED SEVENTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 27 - Dubai Marina Mall - Pier 7

Included in Property 2 – Dubai Marina Mall and Pier 7

Property 28 - Marina Plaza Retail

Property Marina Plaza Retail, Dubai Marina, Dubai, UAE. Name/Address: Property Inspection: The Property was inspected on 11 May 2014 by Nicholas Brown MRICS, Deputy Head of Valuation Advisory and George Cavalli MBA, Manager, both internally and externally. The Property was inspected on a visual basis only. Property Marina Plaza is a 41 storey commercial office tower forming part of the Dubai Marina Mall complex. The Description: Property comprises a total of six retail units, five of which are situated on the ground floor of the tower, with one at promenade level and two outside terraces, one on each level. The total leasable area is approximately 11,532 sq ft. Construction of Marina Plaza was completed in September 2010; however the building did not receive its Building Completion Certificate until 10 October 2013.

Date of Valuation: 30 June 2014 Market Value: AED 23,010,000 (TWENTY THREE MILLION TEN THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 29 - Gold and Diamond Park

Property Gold and Diamond Park, Sheikh Zayed Road, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 14 May 2014 by Christian Luft MRICS, National Director, Andrew Neilson MRICS, Associate Director and Malik AlAhdal. The Property was inspected on a visual basis only both internally and externally.

Property The Property comprises a series of retail, manufacturing and office buildings which together form the Gold Description: and Diamond Park located in Dubai. The total leasable area extends to approximately 526,121 sq ft (excluding speciality units/kiosks/ATM’s). The Property has been operational since 2001 and was extended substantially to its current form in 2005.

Basis of Value: We have provided our opinion of the Market Value of the Property. Key Valuation Gross Initial Occupancy Market Rent Operational IRR Consideration: Passing Rent Yield (%) (AED pa) Expenses (AED pa) (%) (AED pa) (%)

42,917,775 89% 44,994,373 8,256,239 7.99% 10.75%

Date of Valuation: 30 June 2014

Market Value: AED 470,000,000 (FOUR HUNDRED AND SEVENTY MILLION UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, cost of realisation or taxation.

Property 30 - The Meadows City Centre

Property Meadows City Centre, The Meadows/The Springs, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 01 May 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis only both internally and externally. Property The Property comprises a retail community centre located at the boundary of The Meadows and The Description: Springs residential communities. The total leasable area extends to 18,398 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2006.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 3,685,949 100% 3,950,710 257,572 9.29% 9.50%

Date of Valuation: 30 June 2014 Market Value: AED 37,280,000 (THIRTY SEVEN MILLION TWO HUNDRED EIGHTY THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 31 - The Meadows Town Centre

Property The Meadows Town Centre, The Springs, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 01 May 2014 by Andrew Neilson MRICS Associate Director. The Property was inspected on a visual basis only both internally and externally.

Property The Property comprises a retail community centre located in The Springs residential community. The total Description: leasable area extends to approximately 65,925 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2006.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 13,436,975 99% 15,255,436 922,936 8.21% 9.41%

Date of Valuation: 30 June 2014 Market Value: AED 151,050,000 (ONE HUNDRED AND FIFTY ONE MILLION, FIFTY THOUSAND UAE DIRHAMS)

In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 32 - The Springs Community Centre

Property The Springs Community Centre, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 30 June 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis and externally only. Property The Property comprises a re-development scheme which when complete will provide a retail community Description: centre within Springs residential community located in Emirates Hills. The total leasable area will extend to approximately 217,644 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property is due for completion in June 2016.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Hypothetical Gross Total construction Equivalent Yield Discount Rate Consideration: Market Rent Development Value Costs (%) (%) (AED pa) (AED) (AED) 43,484,340 9.05% 416,140,000 142,038,400 17.50%

Date of Valuation: 30 June 2014 Market Value: AED 76,460,000 (SEVENTY SIX MILLION, FOUR HUNDRED AND SIXTY THOUSAND UAE DIRHAMS)

In line with local Market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 33 - Emaar Towers Retail

Property Emaar Towers Retail, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 30 June 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis and externally only.

Property The Property comprises ground floor retail units in Emaar Towers building which is located in Rigga Al Description: Buteen, Deira Centre, Dubai. The total leasable area extends to approximately 13,179 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2004.

We understand that the Property can only be transferred to GCC nationals and cannot be freely transferred to international owners/entities. Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 943,810 65% 1,225,470 454,054 4.55% 9.96%

Date of Valuation: 30 June 2014

Market Value: AED 10,900,000 (TEN MILLION, NINE HUNDRED THOUSAND UAE DIRHMAS) In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 34 - Arabian Ranches 1

Property Arabian Ranches 1, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 01 May 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis only both internally and externally.

Property The Property comprises a retail community centre located in Arabian Ranches. The total leasable area Description: extends to approximately 47,508 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2005.

Basis of Value: We have provided our opinion of the Market Value of the Property.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 9,319,884 99% 11,810,520 783,152 7.30% 9.39%

Date of Valuation: 30 June 2014 Market Value: AED 117,020,000 (ONE HUNDRED AND SEVENTEEN MILLION, TWENTY THOUSAND UAE DIRHAMS)

In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 35 - The Greens Community Centre

Property The Greens Community Centre, Emirates Hills, Dubai, UAE. Name/Address:

Property Inspection: The Property was inspected on 01 May 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected on a visual basis only both internally and externally.

Property The Property comprises a retail community centre located in The Greens Community. The total leasable Description: area extends to approximately 40,994 sq ft (including terraces but excluding speciality units/kiosks/ATM’s). The Property achieved practical completion in 2004.

Basis of Value: We have provided our opinion of the Market Value.

Key Valuation Gross Initial Equivalent Occupancy Market Rent Non-recoverable Consideration: Passing Rent Yield Yield (%) (AED pa) Op Ex (AED pa) (AED pa) (%) (%) 10,506,857 97% 12,132,235 668,834 8.19% 9.55%

Date of Valuation: 30 June 2014 Market Value: AED 120,070,000 (ONE HUNDRED AND TWENTY MILLION, SEVENTY THOUSAND UAE DIRHAMS)

In line with local market practice, no deduction has been made for purchaser’s costs, costs of realisation or taxation.

Property 36 - The Dubai Mall Fashion Avenue Extension

Included in Property 1 – The Dubai Mall

Property 37 - The Arabian Ranches 2

Property Arabian Ranches 2, Dubai, UAE. Name/Address: Property Inspection The Property was inspected on 26 June 2014 by Andrew Neilson MRICS, Associate Director. The Property was inspected externally on a visual basis.

Property The Property comprises a retail community centre, a standalone restaurant building and a standalone Description: Residents’ club building. The total leasable area extends to approximately 129,963 sq ft (including terraces but excluding speciality units/kiosks/ATM’s).

Basis of Value: We have provided our opinion of the Market Value of the Property. Key Valuation Hypothetical Gross Outstanding Equivalent Yield Discount Rate Consideration: Market Rent Development Value construction Costs (%) (%) (AED pa) (AED) (AED) 22,886,935 9.05% 216,480,000 25,587,000 17.50%

Date of Valuation: 30 June 2014 Market Value: AED 123,810,000 (ONE HUNDERED AND TWENTY THREE MILLION, EIGHT HUNDRED AND TEN THOUSAND UAE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs, costs of realisation or taxation.

4 Terms of Engagement

4.1 Client

Emaar Properties PJSC.

4.2 Addressees

Emaar Malls Group LLC (“Company”), J.P. Morgan Securities Plc, Merrill Lynch International and Morgan Stanley & Co. International Plc (as joint sponsors and underwriters). Subject to the transaction completing, reliance will be extended to EFG Hermes UAE Limited (“EFG”), HSBC Bank Middle East Limited (“HSBC”) Emirates Financial Securities PSC (“EFS”) and National Bank of Abu Dhabi (“NBAD” together with EFG, HSBC, and EFS, as joint bookrunners)).

4.3 Instructions and Purpose of Valuation We are instructed to provide our opinion of the Market Value of the freehold interests in the various Properties for inclusion in the prospectus to be published by the Company in connection with the proposed Initial Public Offering of shares by the Company and the listing of those shares on the Dubai Financial Market.

This Valuation Report is subject to and should be read in conjunction with our Scope of Work and Terms of Engagement, dated 8 and 17 April 2014 respectively, as amended on 18 June 2014 and our General Principles Adopted in the Preparation of Valuations and Reports, attached as Appendix A.

4.4 Valuation Standards Our opinions of value and this Valuation Report are prepared in accordance with the RICS Valuation – Professional Standards (January 2014) (“Standards”) which comply with the International Valuation Standards.

4.5 Subject of Valuation The portfolio comprises various retail properties together with ancillary uses located in Dubai, United Arab Emirates, as detailed in the following schedules (“Properties”). Our opinion of value reflects the value of the land, buildings and plant and machinery required to provide normal building services.

4.6 Previous Involvement We have had no previous material involvement with the Properties.

4.7 Conflict of Interest We are not aware of any existing conflicts or potential conflicts of interest, either on the part of JLL or the individual members of the valuation team assigned to this project, which prevent us from providing an independent and objective opinion of the value of the Properties.

4.8 Status of Valuer Simon Brand FRICS, Head of Valuation Advisory MENA has supervised and is the ‘Responsible Valuer’ for the Project. He has been assisted by other valuers at JLL as detailed in the following schedules, and the term “we” refers to this team collectively. We have sufficient current local and international knowledge of the market for the Properties and the skills and understanding to undertake the valuations competently.

We are acting as an External Valuer, defined in the Standards as:

“a valuer who, together with any associates, has no material links with the client, an agent acting on behalf of the client or the subject of the assignment”.

4.9 Interest Valued We have valued the freehold interest in the Properties. Please refer to Sub-section 5.2.1 for further information.

4.10 Basis of Valuation We have provided our opinion of the Market Value of the Properties, defined in the Standards as:

In line with local market practice, no allowance has been made in our valuations for a seller’s costs of realisation, a purchaser’s costs of acquisition or for any tax liability.

Further commentary on the definition of Market Value and its application can be found in Appendix B.

4.11 Valuation Date The valuation date is 30 June 2014.

4.12 Currency to be adopted The currency adopted is United Arab Emirate Dirhams (AED).

4.13 Publication This Valuation Report (or part thereof) or reference thereto may only be included or quoted in any pre-offering announcement, road show materials, admission document, offering circular prepared in connection with the IPO, with our prior written consent (such consent not to be unreasonably withheld or delayed) and the detailed wording to be included must first be reviewed by us and we must be given the opportunity to update or amend this Valuation Report (or part thereof) (as the case may be) if necessary. We will only allow limited use of this Valuation Report in promotional material.

We consent to the Valuation Report being included in the Prospectus, subject to our approval of the form and context of the publication within the Prospectus, such consent not to be unreasonably withheld or delayed, and to us being given reasonable opportunity to update or amend the Valuation Report

Neither the whole of the Valuation Report, nor any part, nor reference thereto, may be published in any other document, statement or circular, nor in any communication with third parties, without our prior written approval of the form and context which it will appear. Our approval is not required if disclosure is required by law.

4.14 Liability This Valuation Report may only be relied upon for the Purpose. No reliance may be placed on draft versions of this Valuation Report.

Our liability to the public investors, the Company and the addressees for this Valuation Report shall be unlimited. Notwithstanding the previous sentences, in the event that the Initial Public Offering does not complete, our liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise howsoever caused arising out of or in connection with this engagement shall, save for fraud, death and personal injury, be limited to USD 1 million in aggregate to all of the Addressees.

You undertake to ensure that third parties save those buying pursuant to the Initial Public Offering, to whom this Valuation Report is disclosed are made aware that this is on a non-reliance basis and JLL disclaims any responsibility or liability whatsoever to such a party in relation to this Valuation Report.

5 Investigations

5.1 Nature and sources of information relied upon

Emaar Malls Group have, unless stated otherwise in the following Property Schedules, provided us with the information relating to the Properties listed below which we have fully relied upon:

 Title Deeds issued by the Dubai Land Department;

 Site Plans issued by the Dubai Land Department;

 Al Tamimi & Company Legal Due Diligence Key Findings Report dated 10 July 2014;

 Al Tamimi & Company Report on Investigations with Dubai Land Department dated 17 August 2014;

 Building Completion Certificates;

 Floor plans;

 Tenancy schedules as at 30 June 2014;

 Ernst & Young Report on Factual Findings dated 03 August 2014;

 Example of Effective Base Rent and Turnover Rent calculation;

 Tenant turnover for the previous three years;

 Invoiced Effective Base Rent and invoiced Turnover Rent for the previous three years;

 Operating expenses for the previous three years;

 Community Service Fees invoices for the previous three years for the Marina Retail portfolio;

 Service charge, chilled water and property marketing contribution recovery for the past three years;

 Car park operation and management agreements, income and management fee schedules;

 Template lease agreements;

 Footfall data for the previous three years.

We have not verified the information provided. Emaar Malls Group/Emaar Properties PJSC have certified, for and on behalf of all parties providing information to us, that any and all information and documentation provided to us is accurate and complete in all material respects. Should this prove not to be the case, we reserve the right to amend our valuation accordingly as any change to the above information relied upon may materially affect the value of the Property.

Prior to delivery of this Valuation Report and/or the release of any letters we are required to issue, Emaar Malls Group have informed us in writing of any material facts or information of which they are aware and that could reasonably be expected to:

 Influence the conclusions to be made by us in this Valuation Report, and any bring down letters; and/or

 Affect the correctness, accuracy or completeness of the documents provided by the Company or its agents to us;

 In each case, as soon as reasonably practicable after the Company becomes aware of any such facts or information.

We confirm that Emaar Malls Group have formally advised us that no material changes have occurred.

5.2 Extent of Investigations We have reported within the extent of our expertise, on the understanding that you will seek further specialist advice where necessary. Where we have reasons for concern, we have raised these in this Valuation Report and caveated them accordingly. Following subsequent detailed investigations, we reserve the right to review and amend our valuations accordingly.

5.2.1 Title and Tenure We have ourselves not undertaken title investigations with the Dubai Land Department. We have been provided with a Report on Investigations with Dubai Land Department prepared by Al Tamimi & Company, dated 17 August 2014. They have carried out investigations with the Dubai Land Department and have confirmed the following:

 Emaar Malls Group LLC is the registered owner of the 60 titles investigated.

 There is no restriction, mortgage or other encumbrances registered against any of the 60 titles investigated.

 The 10 titles pertaining to Emaar Towers are not located in a designated area and are therefore available for ownership by GCC Nationals only.

 The 50 remaining titles are located in designated areas and are therefore available for unrestricted ownership by foreigners on a freehold basis.

We have attached a copy of this report for completeness at Appendix C.

Al Tamimi & Company have also provided us with Site Plans prepared by the Dubai Land Department, which relate to the 60 titles investigated. We have cross-referenced these against the Title Deeds and floor plans provided by the Company and they reflect the Properties we have valued.

The only exception to the above is for Boulevard Speciality, which is not held by way of a separate title deed and for which investigations/Site Plans have not been made available to us. We are instructed that this Property was constructed on land owned by Emaar Properties PJSC and that it has subsequently been transferred to Emaar Malls Group.

Having regard to Al Tamimi & Company’s report and the instructions of Emaar Malls Group, we have valued the Properties on the basis of good and marketable freehold titles clear of all mortgages, charges, encumbrances and third party interests that can, with the exception of Emaar Towers, be transferred to foreign owners/entities. If the title includes the wider building/complex or common areas in which the Property is located, we have assumed that a separate freehold title exists or can be obtained at no cost on the same basis detailed above.

If at a later date any defects in title or restrictions on the transferability of the Properties are proven, this may affect our opinion of value and we reserve the right to review and amend our valuation accordingly.

5.2.2 Inspection and Areas For the purposes of our valuations we have undertaken an external/internal visual inspection of the Properties. Emaar Malls Group have confirmed that there have been no material changes to the physical attributes of the Properties and the areas in which they are situated since the dates of our inspections.

We have not undertaken a measured survey of the Properties. You have agreed that we can rely upon the site and leasable areas provided to us by you. We are advised that these are prepared in accordance with the measurement policy of Emaar Malls Group, which is not in accordance with the RICS Code of Measuring Practice (6th Edition). We recommend that specialists be instructed to verify the areas provided to us.

5.2.3 State of Repair We have not undertaken building surveys. Unless advised by you and stated in the following schedules, we have assumed that the structure of the Properties are in good condition and the state of repair is commensurate with their age and use. We recommend that specialists be instructed to verify this.

5.2.4 Utilities and Building Services

We have not tested the utilities available to the Properties nor the plant and equipment required to provide normal building services. We have assumed that the utilities and building services are of sufficient capacity for the current operation and future use/expansion of the Properties and are in good condition. We recommend that specialists be instructed to verify this.

5.2.5 Planning and Building Regulations We have not undertaken planning or building investigations. Unless advised by you and stated in the following schedules, we have assumed that the Properties have received appropriate building permits/completion certificates issued by the Dubai Municipality or that these can be obtained at no cost, and that the Properties have been constructed in accordance with all relevant regulations.

We note that Al Tamimi & Company advise in their Legal Due Diligence Key Findings Report dated 10 July 2014 that they have not been provided with some Building Completion Certificates but that there is no immediate risk attached to the lack of building completion certificates since the Properties have been completed.

5.2.6 Contamination and Hazardous Substances We have not undertaken investigations into contamination and hazardous substances. Unless advised by you and stated in the following schedules, we have assumed that the Properties are not adversely affected by contamination and hazardous substances. We recommend that specialists be instructed to verify this.

5.2.7 Environmental Matters We have not undertaken investigations into environmental matters. Unless advised by you and stated in the following schedules, we have assumed that the Properties are not adversely affected by environmental matters and that ground conditions are sufficient for any proposed developments/extensions. We recommend that specialists be instructed to verify this.

5.2.8 Operational Licences/Permits/Certificates/Agreements

We have not undertaken investigations into the status of operational licences/permits/certificates/agreements. Unless advised by you and stated in the following schedules, we have assumed that valid licences/permits/certificates/agreements are in-place for the on-going operation of the Properties in accordance with all relevant regulations and that these licences/permits/certificates/agreements will be renewed without issue or significant cost upon expiry.

We note that Al Tamimi & Company advise in their Legal Due Diligence Key Findings Report dated 10 July 2014 that The Dubai Mall and Dubai Marina Mall are not compliant with the statutory requirements in relation to chilled and domestic water quality, Civil Defence evacuation drills and other requirements. We have assumed that this will be rectified at no cost and with no interruption to the operation of these Properties.

We note that Al Tamimi & Company recommend in their Legal Due Diligence Key Findings Report dated 10 July 2014 that the Company put in place arrangements with the Palace Hotel and the Address Marina Hotel to ensure that they provide the requisite consents and support to tenants in relation to the securing of licences to serve alcohol at Souk Al Bahar and Pier 7 respectively. We have assumed that these arrangements can be obtained at no cost and have therefore made no explicit allowance in our valuations for this.

We note that Al Tamimi & Company advise in their Legal Due Diligence Key Findings Report dated 10 July 2014 that some commercial service/supply agreements have not been entered into by the correct contracting party (Emaar Malls Group LLC) or have expired and it is unclear whether and on what terms they have been renewed. We have assumed that these issues will be resolved at no cost and with no interruption to the operation of the Properties.

5.2.9 Tenancy Schedule We have been provided with tenancy schedules for the Properties as at 30 June 2014. This details the unit’s location, number, type and function, tenant’s name, brand name, leasable area (in square feet), rent start date and rent end date, annual base rent, service charge, chilled water charge and turnover rent percentage. We have not cross-referenced signed lease agreements with the tenancy schedules.

We have been provided with a Report on Factual Findings prepared by Ernst & Young, dated 03 August 2014. They have reviewed a representative sample of signed lease agreements and cross-referenced these against the tenancy schedules. They state that they have found no inconsistencies between these and that the tenancy schedules are complete and accurate. We have attached a copy of this report for completeness at Appendix D.

We have valued the Properties on the basis detailed above. If at a later date any inaccuracies in the tenancy schedule are proved, this may affect our opinion of value and we reserve the right to review and amend our valuation accordingly.

5.2.10 Occupational Tenancies We have provided our opinion of value on the basis that all lease agreements have been agreed at arm’s length and on market related terms.

Unless stated in the following schedules, we have not reviewed a sample of actual, signed lease agreements for the Properties. Emaar Malls Group have provided us with ‘template’ lease agreements and have confirmed to us that these are the standard occupational lease agreements used across all of the Properties. We have assumed the terms of these ‘template’ lease agreements are consistent with (or are at least a very close variation of) all actual signed lease agreements. If at a later date this is proved not to be the case, we reserve the right to amend our valuation accordingly. We recommend your lawyers verify the position.

A summary of the key terms of the ‘template’ lease agreements is provided below.

Term Detail Lessor Emaar Malls Group Fit Out Period Agreed per terms of the lease. Base rent (annual) To be paid in advance using post-dated cheques. Turnover rent Applied to all retail leases. Service charge and chilled water A proportionate share to be paid by the tenant. Lessor is entitled to revise the Service Charge and Chilled Water charge by serving notice to the tenant. Assignment/sub-letting Permissible subject to prior landlord approval. Renewal Subject to mutually agreed terms. No automatic renewal provision exists. The lease is for a limited term and is not subject for renewal. Alterations Alterations to unit permissible subject to prior written consent from the landlord. Fit-out At tenant’s own expense and in accordance with landlord’s requirements. Source: the Company

We note that Al Tamimi & Company advise the following in their Legal Due Diligence Key Findings Report dated 10 July 2014:

 Non-renewal clauses are not in compliance with Article 25 (2) of Law No. 26 of 2007 as amended, which lays down limited grounds for termination of a lease on its expiry. Thus, when any leases expire the Company must agree on the terms of a new lease with existing tenants.

 The automatic escalation of base rent for the subsequent tenancy year based on turnover is a commercial understanding pre-agreed between the parties and should not be considered in breach of Decree No. 43 of 2013 for determining the increase in real estate rentals in Dubai.

 All short terms leases have been registered and Ejaris have been obtained.

 A lack of long term (tenure exceeding 10 years) lease registration. All leases should be registered with the relevant authorities out of abundant caution.

6 Market Commentary

6.1 Global Market Trends

Whilst there is still undoubtedly a place and a future for convenience shopping, consumers now expect nothing but the best from a comparison based shopping trip; consumers expect retail venues to be ‘destinations' in their own right. Interesting architecture, the latest range of brands, and a host of activities to do, other than shop, are among the things that consumers have come to expect, and indeed take for granted, from a shopping trip. However, whilst consumers expect cinemas, ice rinks, bowling alleys and restaurants as a matter of course, they are also increasingly looking for something else, something to thrill and excite. It could be a trampoline park, a performing arts centre, a freefall simulator, ski slope or events, but one thing is certain: with competing entertainment offers, both in the physical and virtual worlds, becoming more compelling, retail places need to raise their overall offer and experience.

In essence, consumers expect Disneyland, a place to be wowed and to hang out and to play. It is not really about shopping, but about brands competing to create a more and more theatrical, convivial and immersive experience for consumers. Here it is about retailers experimenting with technology and innovation in order to create new, interactive experiences for consumers. In addition, in an ever more ‘noisy' world of information and choice, consumers not only want to be able to access the ‘latest and greatest', but they also want to escape and retrench, if and as and when they choose.

As yet, the institutional real estate structure that frames the retail marketplace has not sufficiently caught up with the changing consumer and retailer landscape. The rigid and relatively inflexible physical space that retail real estate has become over the last few decades, is arguably outdated and of a previous era.

Over the next 25 years landlords and retailers will have to keep pace with a rate of change that will be faster than before. More and more, shoppers will expect ‘nothing but the best' from their physical retail places, given the breadth of channels available to them. Whilst the challenges are real, with the right attributes retail places can and will prosper in an increasingly virtual world. In the UK and across Europe the non-retail share of shopping centre revenue has risen from the 5% once seen as standard to 10-15% and could rise to over 20% over the next five years.

Economic Fundamentals

The most basic commercial principle of demand and supply has to be the starting point for any retail place. If the retail place created is truly a game changer, then the ‘build it and they will come' principle will apply, but for most, latent demand helps to determine the commensurate supply of space and offer.

For example Morocco Mall, which won an ICSC Gold Award in 2012, borders the Atlantic Ocean on the Casablanca Corniche coast. It is the first and only destination mall in Northern Africa, and stretches over 24,700 acres, with over 750,000 sq ft of commercial space over three levels, 350 stores and over 320,000 sq ft of exterior landscaping. Morocco Mall hosts a luxury VIP Mall, an aquarium, souk and mosque, as well as a Galeries Lafayette, FNAC and Imax cinema.

Morocco Mall is a good example of the matching of a large scale, broad retail and leisure offer to a huge, and largely untapped population (c.13 million in the primary and secondary catchments). Pre Morocco Mall, the existing offer in Casablanca was small, and generally uninspiring. Morocco Mall has redressed this shortfall, but

it has also created a landmark for an aspiring and emerging city and country, and as such is a source of pride and a symbol of Morocco's burgeoning status in the world.

In most developed markets, retail and retail space is competing for a pot of spend that does not dramatically grow year-on-year, whereas in frontier, emerging and developing markets, the size of the prize is growing at a far faster rate. As a result, in developed markets, the offer and space allocated to retail has gradually increased in terms of quality and sophistication, as retailers and landlords try to outdo each other to compete for a finite amount of available spend.

In developing economies the rulebook is being rewritten, as new retail places emerge that embrace many of the attributes needed in this new era of retail. In mature economies it is about retrofitting and changing strategy to adapt. Either way, it is easier to start with a blank canvas than to change an ‘old master'. To that end, developing economies are beginning to take a lead over developed economies when it comes to creating innovative, future-proofed retail places.

For example Harbour City in Hong Kong comprises three linked developments, namely Ocean Terminal, Ocean Centre and the Gateway Arcade with around 2 million sq ft of retailing floor space making it the largest shopping centre in Hong Kong. Ocean Terminal is the oldest of the three developments and was originally designed to serve as a cruise terminal and a shopping centre for affluent cruise travellers and wealthy locals. Following the completion of two hotels, office towers and serviced apartments in Ocean Centre and The Gateway, the retail components of these three developments were re-branded as Harbour City.

The shopping centre has undergone numerous revamps over the years to ensure that it remains relevant and competitive against new developments located nearby, such as Elements, K11 and The One. Currently boasting over 450 shops, including 50 restaurants and two cinemas, Harbour City is one of the most iconic shopping centres in the city, and has a catchment area encompassing the entire Hong Kong area.

For investors and developers, there is a fundamental conflict between the search for growth and the reduced appetite for risk since the global financial crisis. Even where the fundamentals of supply and demand are strong, other potential risks, such as the political and economic stability of the marketplace, particularly in the developing world, must be factored in.

A good example of this is Metropolis, Moscow, a major retail development, located just outside Moscow’s congested city centre. Conveniently accessible to the majority of Moscow's 11 million population, it is a rapidly developing retail, recreation and business destination in the northern district of the city.

The shopping and business centre is a major destination offering world class retail, entertainment and dining, anchored by a 12 screen cinema, a Stockmann department store and a Karusel hypermarket. The scheme also benefits from high quality urban landscaping, as well as excellent access and transport infrastructure as it sits above a metro station. The fundamentals of supply matching demand are strong in Metropolis, with the 250 stores easily absorbed by the huge and dense resident population of northern Moscow, due to the relative paucity of high quality competing offer. Morgan Stanley acquired 50% of this asset for one of their real estate funds in Q1 2013 for approximately €900m reflecting a yield over 8%.

Connectivity

We live in an increasingly urban world, where cities connect globally and populations are gravitating towards the vibrancy and convenience of urban living. Congestion is a huge issue in some of our cities, with accessibility

becoming more and more challenging. Thus, whether in town or out of town, connectivity and ease of access are paramount for retail spaces, to link demand with supply.

Road networks, public transport, pedestrian access, cycle routes, boat terminals, bus charters; the more connected a retail place is to its catchment population, and indeed the world beyond, the more accessible it is. Put simply, remote, inaccessible places, or places that have better-connected competition, will fail, unless counter measures are put in place to improve connectivity. This is a fundamental rule of retail, and one that is increasing in importance all the time, as time-constrained consumers crave speed and convenience above all else.

All reasonable efforts should be made to remove barriers that stand between demand and supply. Mixed-use schemes with office or residential elements benefit from having strong footfall drivers on site; airports and train termini profit from passenger flow; and city centres gain from large ‘captive workforces. In the absence of demand from on-site office or resident populations, high air or rail passenger flows, or captive workforces, pure play traditional retail will need to constantly work at connecting with the demand. Without this strong connection, the demand will simply go elsewhere, regardless of the strength of the offer.

Good connectivity also covers internal connectivity once someone is in a retail space. How easy is it to navigate, to move around a retail space, to meet friends and family, to link with neighbouring spaces and places. Ultimately, consumers are seeking a seamless, stress-free and convenient retail experience.

Diversity

Physical build in the new world will play a far greater role in the make-up of a successful place. Architecture, fit- out, materials, flexibility of space, layout, public realm; all need to combine to create modern, vibrant places that look and feel ‘special' and truly connect with a community. Concept design therefore will come of age in this more competitive, dynamic era of retail. Flexibility of space is crucial here too; retail places will need to embed as much flexibility as possible to enable space to change, evolve, adapt and extend.

New-build locations (often located in the developing world) have the advantage here; they can start with a blank sheet of paper knowing the needs and demands of consumers, and can design and build to suit, using best practice from around the world. Some of the most iconic retail places ever developed, in terms of design and architecture, are emerging in the developing world. For existing retail places (often in mature, developed economies) it is all about clever redesigns, and playing to advantages in creating multidimensional, future- proofed retail places.

Located in Shanghai's most prime location, Shanghai IFC stands in the heart of the Lujiazui financial trade zone, which not only houses the most premium office buildings in the city, but also attracts millions of tourists from all over the country to its magnificent skyline. The development consists of 110,000 sq m high-end mall, two Premium Grade-A office towers, one five-star hotel, and a deluxe serviced apartment. The master design was created by world-renowned Cesar Pelli and the shopping mall by Benoy Architects.

Developed by Sun Hung Kai Properties, the mall features over 180 top retail outlets from around the world. Nearly 15% of the tenants were new to the mainland market and 40% made their Shanghai debuts in IFC. The scheme won the Grand Gold Prize of the International Council of Shopping Center's Asia Shopping Center Award for 'Design and Development: Innovative Design and Development of a New Retail Project category in 2011. It currently offers the most inspiring shopping environment in Shanghai, with top quality interiors, design, and connectivity to the financial district.

Using the space to meet the emotional needs of the visitor is increasingly important in ensuring resilient retail places remain resilient; creating spaces that entertain and are pleasurable, and are fulfilling environments to spend time within, is essential. Providing a secure environment is a given, but creating a visitor journey, an experience that stimulates the emotional senses, will provide additional destination appeal and, ultimately, visitor delight. The emotional environment is also about creating a real sense of visitor well-being, be it through the provision of sufficient daylight, or linking spaces to nature, which is proven to make us ‘feel good' (an effect known as ‘biophilia'). Studies show that customers in ‘biophilic' retail settings regard merchandise as worthy of prices that are up to 25% higher so the benefits can be tangible.

Identity

Ultimately, retail places that combine an innovative built environment with a stimulating emotional environment will have the best chance of combating the future threat of online, and differentiating themselves as multidimensional retail places. Retail places have to create an environment which is attractive and fulfilling enough to draw time-constrained consumers away from the myriad attractions and diversions of modern life, both in the real world and online.

The Dubai Mall is arguably the largest shopping and entertainment destination in the world; it accommodates 1,200 shops over four levels in 5.4 million sq m of space. The development's total built up area is over 1 million sq m, which is larger than 48 football pitches.

Located in the Downtown Dubai District next to the tallest tower in the world, the Dubai Mall's stunning architecture forms a critical part to the Downtown master plan. Emaar Properties PJSC, had the ambition to create a world-class Downtown district that would elevate Dubai as a global city. Their brief for Dubai Mall was quite simply, ‘to create the largest and the best mall in the world.' Despite opening at the height of the economic downturn, the Dubai Mall launched with nearly 600 retailers. A ‘countdown' B2B communications strategy was employed, which resulted in strengthened relationships with retailers, and drove the sense of partnership and urgency for successful project completion.

Dynamism

Regardless of how attractive, stimulating, well-located and connected a retail place is, it will only attract visitors if it has an offer that meets (or exceeds) the demanding requirements of the new consumer. The recipe for ultimate retail success will combine the best of online and in-store, to provide: convenience, product choice, pricing, service, experience and innovation.

The 400,000 sq m Siam Paragon is the centrepiece of Bangkok's core shopping district. Opened in 2005, Siam Paragon connects directly to the city's busiest mass transit station at Siam Square, as well as linking to the recently renovated Siam Center. In addition to over 250 stores, the renowned retail complex also offers a cineplex with over 15 large theatres, the Siam Ocean World aquarium, an exhibition hall and a Thai museum.

The ground and first level floors are home to some of the world's most prestigious luxury brands, while the basement houses a gourmet supermarket and a broad range of dining options. The Paragon department store and lifestyle retailers on the upper levels complete the holistic shopping package. This diversity, vitality and breadth of offer provided by Paragon is a major draw for both domestic and foreign shoppers; Bangkok is reportedly the most visited city by overnight international visitors according to MasterCard's Global Destination City Index, with nearly 16 million visitors expected in 2013.

For larger retail places, retail alone is unlikely to be enough to meet the broader needs of the modern ‘visitor'. Diversity of mix and service will become increasingly important to differentiate retail places from physical and online competition. Location ‘anchors' may be retail or leisure-orientated, or perhaps cultural. For struggling centres, why not consider incorporating educational or technical colleges, or even medical, sports or health clinics.

Partly, diversity and vitality in larger retail places is about meeting the demand for ‘experience' retailing, creating the wow factor that the modern consumer craves. The point is that the mix needs to move towards providing a more enriched balance of both tangible and intangible products, services and experiences.

As with the environment, the creation of a diverse and ‘vital' offer will be one of the best defences against online competition. Despite technological advances, the variety of offer and experience provided by, say London's West End or a trip to Madrid's Xanadu will never be replicated online.

Causeway Bay is the premier shopping and entertainment destination in Hong Kong and ranks amongst the most expensive retail locations in the world. The main retailing thoroughfares in Causeway Bay are Russell Street, Hennessy Road, Percival Street and Lockhart Road and the destination is renowned internationally for the huge variation on offer.

The district houses a hugely diverse area which offers something for everyone, day and night, ranging from local mass market to some of the world's most luxurious brands. Retailing in Causeway Bay comes in a wide range of formats, including street stalls; street shops; small-scale retail podiums; mega malls; department stores and ginza-type commercial developments. For diners, there is also a wide range of local and international cuisines on offer. The diversity and vitality of Causeway Bay attracts shoppers from a highly diverse demographic profile.

Marketing

Building and promoting a strong identity for retail places is becoming essential, in an environment where competition is rife and where the shelf life of products and services appears to be diminishing. A strong identity can build loyalty. Also, the sum of the whole in places with a mixed-use offer - retail and leisure, entertainment, etc. - is often greater than the sum of the parts. Consumers want a holistic offer, and a location with the right mix and identity can help in building both destination appeal, and long-standing customer loyalty.

Brand building and then communicating with the end user is moving into the virtual space. Physical marketing, brand building and promotion will always provide an important conduit to consumers, but multidimensional online communication and information exchange provides another increasingly powerful means to reach out, and also to listen.

To this end, retail places need to have a social media strategy, as this is how younger shoppers stay connected and share experiences. Social media is a great tool for building brand and identity, but also for monitoring the shopping habits and profiles of customers and ultimately, influencing their shopping decisions.

With a total floor area of 407,000 sq m, the SM Mall of Asia serves as the anchor development of the Mall of Asia complex district in the capital city of Manila. The mall has built its brand as a shopping and lifestyle destination due to its strength and depth of retail offer and its unique location beside Manila Bay. Despite being known as one of the largest malls in the world, the SM Mall of Asia also relies on proactive and innovative marketing to attract a stable catchment of shoppers.

The marketing of the mall typically comes in the form of hosting various local and international events. This is complemented by its digital presence (website and social media), which details the mall, promotions and

upcoming events, amongst other things. The success of the SM Mall of Asia model has led to it being replicated in newer SM Malls around the country.

6.2 International Market Summary A perceptible change in global real estate dynamics has occurred in recent months as a result of more encouraging signs from occupational markets across all commercial real estate sectors. For most of the past five years, investor and occupational markets have moved along separate paths, but in the last two quarters we have seen a distinct improvement in corporate occupier sentiment, further supporting investors’ decision- making.

First quarter investment volumes were predictably down on the record levels of Q4 2013 as investors digested the robust activity of the second half of last year. Nonetheless, the appetite for commercial real estate is as strong as ever with yields continuing to compress and capital values once again accelerating. The increasing number of large single assets and portfolios on the market points to further volume growth in 2014; JLL has therefore maintained its full-year 2014 forecasts at US$650bn, a 15% uplift on 2013, with a growing likelihood that projections will be upgraded at mid-year.

Many of the most desired assets remain in the world’s primary hubs. Four cities – Tokyo, New York, London and Paris – accounted for 20% of all transaction volumes in Q1. But cross-border trading is boosting volumes in select ‘ secondary’ cities such as Philadelphia, Houston and Melbourne, and investors are also seeking out markets further up the risk curve like Poland and Mexico, or those markets that until recently were considered ‘out of bounds’ such as Ireland, Spain and Italy.

2014 is expected to be a year when many of the dominant office markets move into a more robust recovery phase. Although overall leasing volumes were still relatively flat in Q1, there is mounting evidence of a much broader spread of occupier demand by industry, geography and property sector. The major U.S. cities, London, Seoul, Mexico City and Manila are among markets with the strongest occupier demand. With improving economic fundamentals and corporate sentiment, we forecast global leasing volumes in 2014 to be 5-10% higher than in 2013. Corporate occupiers are expected to remain cost-cautious, however, with a clear preference for cost-effective space that drives productivity and adds value to the business.

Requirements for retail space across the globe are fundamentally changing in response to shifts in consumer preferences, spending patterns and robust growth in e-commerce. Yet despite these challenges, the U.S. and European retail sectors have maintained their steady recoveries. Meanwhile, retailers continue to look for growth opportunities in Asia arising from economic outperformance. Gateway cities such as London, New York, San Francisco, Dubai, Hong Kong and Shanghai are increasing their global dominance, attracting top retailers and outperforming their regional peers.

Retail Markets

Requirements for retail space across the globe are fundamentally changing in response to shifts in consumer preferences, spending patterns and robust growth in e-commerce. International retailers are focused on acquiring high-quality retail space in markets with healthy market fundamentals. London, New York, Miami, Houston, San Francisco, Dubai, Hong Kong, Shanghai and the premier German retail locations (eg. Dusseldorf and Cologne) continue to attract top retailers and are outperforming their regional peers.

Despite these structural challenges and newly-announced store closings, the U.S. retail sector has continued on its solid recovery and is exhibiting tightening market conditions. The vacancy rate decreased 10 basis points to

6.5% in Q1; net absorption, which totalled 24.2 million sq ft in Q1, is almost double the level of new deliveries at 12.5 million sq ft; and rents are inching up, rising 0.3% from the previous quarter and increasing 0.9% year-on- year. Among the U.S. shopping centre types, power centres are now seeing the tightest overall market conditions, with total vacancy of 5.1%.

6.3 European Market Commentary

Economic Update

The European recovery remains intact but got off to a disappointing start in the first three months of 2014, when GDP rose by just 0.3% across the 28-strong European Union and 0.2% across the 18-state Euro area, according to figures from Eurostat, the statistical office of the European Union. Forecasts in early May from the European Commission had already suggested that the recovery would be modest this year but gather momentum in 2015. GDP in the EU will expand by 1.6% this year and 2.0% in 2015. Euro-wide GDP will rise by 1.2% in 2014 and 1.7% in 2015. This year's growth will be too weak to counter low inflation, prompting further monetary stimulus from the European Central Bank.

The main impetus behind the Eurozone’s recovery this year will be Germany, which makes up nearly 30% of the currency club’s collective output, and which is predicted to grow by 1.8%. The strengthening of the upturn in 2015 comes as the other three big economies, France, Italy and Spain do better although growth in both France and Italy will still be below the Euro-zone average of 1.7%. Outside the Euro area, Britain is now experiencing a robust recovery and GDP will expand by 2.7% in 2014 and 2.5% in 2015.

Eurozone GDP % YoY 1981-2018

Source: Oxford Economics

The graph above shows the Eurozone’s slow pace of recovery after the downturn. It was only in the third quarter of 2013 that GDP was back to positive growth. Forecasts predict a steady yet very slow increase of GDP output, which is not expected to exceed pre-crisis peaks any time soon.

Inflation below 1%

The European Central Bank (ECB) has kept its benchmark interest rate at 0.25% in May, remaining unchanged since November 2013. According to Eurostat, the Eurozone’s annual inflation was 0.7% in April 2014, up from 0.5% in March. A year earlier, the rate was 1.2%. Monthly inflation was 0.2% in April 2014. By comparison, The European Union’s annual inflation was 0.8% in April 2014, up from 0.6% in March. A year earlier, the rate was 1.4% and monthly inflation was 0.1% in April 2014.

The Eurostat figures put the inflation rate well below the ECB’s target of just below 2%. In April, this was the seventh consecutive month that the rate of inflation has been below 1%. Low inflation is expected to remain a threat to the Eurozone expansion for at least the next two years.

The ECB, which is considering taking unprecedented steps to avert the risk of deflation, including negative interest rates or implementing quantitative easing, has dropped its broadest hint yet in May of imminent moves to head off deflation, announcing that policy makers at the bank were "comfortable" about action in early June. Continued low inflation would slow economic recovery further since it makes the repayment of debt more difficult and can subdue consumer demand.

Consumer Confidence and Retail Trade Confidence

Source: European Commission (April 2014)

EU’s consumer confidence rose to the highest level (5.8%) since October 2007, significantly above long-term average. In the Eurozone the April reading was 8.7%, which is the highest since July 2011.

Employment

The Eurozone recovery will not be strong enough this year to have an uplifting effect on unemployment, with forecast to fall from 12.0% last year to 11.8% in 2014 although it will drop more in 2015, to 11.4%. The Euro area (EA18) unemployment was 11.8% in March 2014, stable since December 2013, but down from 12.0% in March 2013. The EU28 unemployment rate was 10.5% in March 2014, stable compared with February 2014, but down from 10.9% in March 2013.

Economic polarisation continues and becomes most evident when reviewing unemployment rates per country. Among the Member States, the lowest unemployment rates have been recorded in Austria (4.9%), Germany (5.1%) and Luxembourg (6.1%), and the highest in Greece (26.7% in January 2014) and Spain (25.3%). Compared with a year ago, the unemployment rate increased in ten Member States, remained stable in three and fell in 15. The highest increases were registered in Cyprus (14.8% to 17.4%), the Netherlands (6.4% to 7.2%), Italy (12.0% to 12.7%) and Croatia (16.6% to 17.3%), and the largest decreases in Hungary (11.2% to 7.9% between February 2013 and February 2014), Latvia (13.9% to 11.6% between the fourth quarters of 2012 and 2013), Portugal (17.4% to 15.2%) and Ireland (13.7% to 11.8%).

Unemployment rates in March 2014

Source: Eurostat

 The Euro area (EA18) includes Belgium, Germany, Estonia, Ireland, Greece, Spain, France, Italy, Cyprus, Latvia, Luxembourg, Malta, the Netherlands, Austria, Portugal, Slovenia, Slovakia and Finland.

 The EU28 includes Belgium (BE), Bulgaria (BG), the Czech Republic (CZ), Denmark (DK), Germany (DE), Estonia (EE), Ireland (IE), Greece (EL), Spain (ES), France (FR), Croatia (HR), Italy (IT), Cyprus (CY), Latvia (LV), Lithuania (LT), Luxembourg (LU), Hungary (HU), Malta (MT), the Netherlands (NL), Austria (AT), Poland (PL), Portugal (PT), Romania (RO), Slovenia (SI), Slovakia (SK), Finland (FI), Sweden (SE) and the United Kingdom (UK).

Outlook

Less than a year after emerging from its longest-ever recession, the Eurozone remains vulnerable as fragile public finances, volatility in emerging markets and a strong Euro keep a lid on the recovery. While bond-market confidence has returned, the economy is still generating less output and providing work for fewer people than before the financial crisis began in 2008.

Progress is slow and caution remains. Parts of the Eurozone continue to struggle with the legacy of the crisis, with credit and fiscal conditions held tight. In addition, improvements in GDP have yet to translate into significant job creation and wage inflation, which will continue to undermine consumer demand into the recovery. However, the outlook has brightened and prospects for 2014 and beyond are the strongest since the turn of the decade.

GDP Growth Forecast 2014-2016

Source: Oxford Economics (April 2014)

Real Estate Market European property investment volumes Q1 2014

Direct commercial real estate transaction volumes in Europe came to €36bn in the first quarter of 2014, up 14% on the same period last year. The growth mainly driven by the previously illiquid markets of Ireland, the Netherlands, Spain and Portugal, which all saw significant growth year-on-year. Whilst the UK and France were up slightly, activity in Germany was 50% higher than a year ago, as major portfolio deals have returned in force, with international and domestic groups seizing opportunities in Europe’s largest economy.

Q1 2014 Investment Volumes (E28)

Source: JLL (April 2014)

US Investors most active in Q1 2014

US investors led the acquisition drive by inter-regional equity of European real estate during the first quarter of 2014. Large private equity firms looking for distress or value add opportunities dominate the list of US buyers. From January to end-March 2014 30 transactions of €20m-plus by US players have been tracked equating to a combined transaction volume of €5bn. The list of US investors includes Lone Star Funds, Blackstone, Hines, Apollo Global Management, Morgan Stanley, Kennedy Wilson, Pramerica, Perella Weinberg and CBRE Global Investors.

Europe moves at multiple speeds

One of the main drivers of activity in the first quarter of 2014 was Germany, where investment volumes reached €8.3bn, up 24% on Q1 2013, with portfolio activity increasing by 70% y-o-y. Germany is benefiting from high levels of confidence, due to the improved economic outlook as well as higher loan-to-value ratios and lower margins for borrowers.

Q1 volumes in France reached €3.8bn, which is roughly in line with Q1 2013 (-3%). This is a solid result in view of the comparison with a very strong 2013.

Southern Europe also performed well with volumes up 83% to €2.2bn. Spain, in particular, saw an impressive 230% increase to approximately €0.65bn, thereby overtaking Italy where volumes were up 39% to approximately €0.58bn.

The Nordics saw volumes increase by 28% in Q1 to €3.9bn. The picture was, however, mixed at country level with volumes up by 141% in Finland and by 58% in Sweden, but down in Norway (-21%) and Denmark (-24%).

Despite the increase in real estate investment volumes in Spain and other parts of Southern Europe lenders remain cautious. Investors are struggling to get finance outside their own home market. German lenders, for example, are still reported to be reluctant to finance anything but core, even in their own market, arguing that with unemployment rates still above 20% in Greece, Spain and Portugal, consumer demand in those countries is unlikely to pick up in the foreseeable future.

Central and Eastern Europe saw almost €1.4bn of real estate investment during the first quarter of 2014. This represents a 19% increase compared to the first quarter of 2013 (€1.15bn). Poland remained the dominant regional market with a 69% share (€940m) of the total CEE volume, followed by the Czech Republic (16%), Slovakia (5%), Hungary (4%) and Romania (1%), with Bulgaria, Croatia, Serbia and Slovenia making up the remaining 5%-plus. As in previous years, the majority of transactions finalised in the first quarter were initiated last year. Sales and acquisitions in the office segment accounted for 56% of the total investment volume in CEE, followed by retail (29%), industrial (9%) and hotels (6%).

Investment in Dutch real estate showed an improvement in the first quarter of 2014 but still underperformed other asset classes, according to IPD's latest report on the Dutch market. Dutch property yielded a total return of 0.6% in the first quarter, compared with a return of -0.2% for the fourth quarter of 2013, according to the IPD Netherlands Quarterly Property Index. Capital depreciation remains the reason for the relatively low property returns recorded in Q1, as all sectors showed negative capital growth. Industrial had the most negative capital return of -2.3% in Q1, while retail’s capital growth of -1.4% resulted in a total return close to zero. Offices had a capital growth of -1.0.

Retail Investment Market

Economies and property markets are cyclical and current indications in Europe are that the market is at the early stages of a sustained period of recovery. In the short and medium term, the outlook for real estate investment looks positive with momentum likely to continue. Given improved economic sentiment, a continued increase in weight of capital for real estate investment and broadening appetite for geographical and asset risk, retail investment volumes in 2014 are expected to exceed 2013. However, the lack of supply of prime assets could dampen investment volumes and make investors move into more secondary markets.

Total retail investment volumes in 2013 were €26.6bn up by 37% y-o-y and close to Europe’s 10-year average of €28.4bn. Retail investment volumes in 2014 are expected to exceed €26.6 bn in 2013, driven by improved economic sentiment, a continued increase in the weight of capital and the broadening of investment targets. €6.6bn of retail assets was transacted during Q1 2014, up 27% on Q1 2013 and 20% above the 5-year average.

European Retail Investment Volumes by Country

Source: JLL (April 2014)

Retailer Trends 2014

Retail sales are forecast to pick up, but growth remains moderate in 2014. Consumer attitude across Europe is changing; an increasing number of consumers are becoming more open to buying premium and luxury products, in addition to their normal shopping. Major European cities continue to enjoy a rising influx of overseas tourists, including visitors from China and the Middle-East.

Performance remains a top priority for retailers:

 Search for new growth opportunities continues. High-end and popular brands are targeting the increasing number of ‘wealthy’ tourists and consumers willing to spend.

 Consolidation continues by closing underperforming stores, ‘right’ sizing units and (re )negotiating affordable rents.

As a result, the polarisation of European retail real estate markets continues:

 Demand remains focused on prime retail space.

 Retailers continue to pull out of weaker/underperforming retail areas. A number of of underperforming retailers will fall into administration.

However, as high-end and popular brands have saturated the most attractive retail markets, the search for growth will:

 Drive demand for prime retail space in secondary European cities.

 See luxury and premium brands start blending in the key European cities.

 See an increasing interest from high-end retailers to open stores in prime shopping centres (i.e. The Village in Westfield London).

Other opportunities will come from:

 American brands, as economic growth in the USA allow new or increased expansion plans.

 Major/luxury departments stores targeting wealthy tourists.

 Big box retailers (i.e. IKEA) introducing a high street concept in out-of-town schemes to attract more shoppers.

Top 20 Retailers in Europe

Source: JLL (Destination Europe 2013)

Shopping Centre Investment Market

Shopping Centres have dominated the retail investment market over recent years, undoubtedly dictated by the bulky nature of the asset class but also demonstrating the ongoing appeal of this asset class to a wide range of investor types through the financial crisis. In 2013, shopping centres accounted for 63% of total volumes, in line with the long-term average.

The demand placed on shopping centres by international retailers in terms of space, quality and location are changing and flexibility and effort is key to meeting retailers’ needs and attract new tenants, as well as retain

existing ones. In an environment where internet sales are growing strongly, footfall figures become the main indicator of value of shopping centres. According to a survey undertaken by the International Council of Shopping Centres (ICSC) footfall in European Shopping Centres rose by 1% in 2013 on a like-for-like basis. At 8.6% like-for-like footfall growth was strongest in southern Europe, due to a strong performance in Turkey and signs of improvements in Spain. Northern Europe also saw growth of 2.2% but footfall in Western and Eastern Europe was relatively flat at 0.0% and 0.6% respectively. Another effect of the increase in online sales is the focus and polarised demand for space.

Occupier Conditions

Retail requirements are changing and globalisation provides opportunities for growth and diversification and international borders are no longer barriers. London remains “springboard” to Europe for non-European retailers followed by Paris and Moscow.

Prime Rents

The highest shopping centre rents are currently achieved in London and Paris. The majority of European countries show positive growth for the next two year as shown on the map/graph below.

Source: JLL (Destination Europe 2013)

Supply

Retail developers reported a rise in the total volume of completed projects between 2011-2013. Several turned in significantly higher numbers over the three-year period with Unibail-Rodamco, NCC and Neinver more than doubling total project volume and MAB trebling its figure.

By the end of 2015, around 14 million sq m of new retail space will open in Europe. Russia will be the largest single beneficiary, with 3.8 million sq m scheduled for completion over the next two years, giving it the continent’s largest share of shopping centre space by the end of 2015.

Russia and Turkey

Overall, the 7.2 million sq m of new shopping centres scheduled to open in 2014 marks the highest volume since 2008. Russia is already rising up the rankings: Moscow is home to four of the top 10 shopping centres in Europe ranked by gross leasable area. The largest shopping centre in Europe is Mega Belaya Dacha which was completed in 2006. The 222,000 sq m centre is part of the Mega chain of large-scale shopping and entertainment schemes developed by international furnishings retailer Ikea.

There are no such large schemes under construction in Europe, with the exception of Turkey. Indeed, Turkey is also expected to see sustained growth in the coming years and already claimed - together with Russia - 50% of all new mall space across the continent in 2013.

Other opportunities

The opportunities beyond Russia and Turkey on the periphery of Europe are much smaller in size. One of the most high-profile developments currently under way in Western Europe is Unibail-Rodamco’s Mall of Scandinavia, due to open in Q3 2015 and set to become the largest shopping centre in Scandinavia with 101,000 sq m GLA and 250 shops and restaurants, involving a total investment of €600m.

Prime Yields

Prime shopping centre yields across Europe have been stable in most countries, with some positive downward movement in CEE, France, Germany, Spain and the UK. The short-term outlook is stable for the majority of countries as well. The biggest downward shift has taken place in Spain -75 bps compared to last quarter and - 75 bps compared to the same time last year. Greece stands out as the worst performer with a yield upward shift from 7.50% in Q1 2013 to 9.00% Q1 2014 (+150 bps).

Jones Lang LaSalle’s prime yield views for Q1 2014 are as follows: Prime Shopping Centre Yields Region Q1 2014 Yield Shift (3 months) Yield Shift (12 months) Short Term Outlook Austria 5.00 0 bps -25 bps  CEE 5.75 -50 bps 0 bps  Slovakia 6.5-6.75 0 to -25 bps 0 to -25 bps  France 4.50 -25 bps -25 bps  Germany 4.60 -15 bps -15 bps  Italy 6.35 +10 bps -15 bps  Netherlands 5.40 + 20 bps +15 bps  Spain 6.00 - 75 bps - 75 bps 

Prime Shopping Centre Yields Sweden 5.25 0 bps 0 bps  Greece 9.00 +50 bps +150 bps  UK 5.00 -25 bps -15 bps  NB: CEE covers Czech Republic, Hungary, Poland and Romania and represents the lowest yield achievable in the region Source: Jones Lang LaSalle

Transactions

Investors’ geographic attention expanded significantly as pricing adjusted and concerns around sovereign risk eased. The following shopping centre transactions took place in the course of the second half of 2013 up to this day:

France

 In February 2014, Apsys, Groupe Madar and Financiere Saint-James signed a preliminary agreement to acquire the Beaugrenelle shopping centre in Paris. The transaction price comes to around €700m, reflecting a yield of 4.6%.This is the largest single property transaction ever carried out on the French shopping centre market. The centre provides a total GLA of 50,000 sq m, anchored by Marks & Spencer, Zara, FNAC and Maison du Monde.

 In January 2014, Hammerson acquired a 75% stake in Saint Sébastien shopping centre in Nancy for £109m (€132m) from AXA Real Estate. The 24,000 sq m centre comprises 105 units and is anchored by Monoprix, Intersport, C&A and Sephora.

 In December 2013, Corio sold four retail properties in France for €104m to one buyer, which was not disclosed. The assets sold were 32,500 sq m Quais d’Ivry in Paris; La Grande Porte (6,200 sq m ) in Montreuil; La Mayenne (7,200 sq m ) in Laval and Galerie de L’Espace du Palais (9,400 sq m) in Rouen. The sale price was 6% below the book value at 30 June 2013.

Germany

 In April 2014, Allianz Real Estate bought the Kö-Galerie in Düsseldorf for around €300m from Blackstone and Hamburg-based shopping centre operator ECE. The shopping and office complex offers a total of 50,000 sq m. The retail element includes 20,000 sq m of space over 90 shops and is let to international brands such as Bally, Jil Sander, Lacoste, Gant, Thomas Sabo and Aigner.

 In February 2014, Unibail-Rodamco acquired a half-share in the Centro Oberhausen shopping centre from developer Stadium. Canada Pension Plan Investment Board (CPPIB) owns the other 50% share. Unibail- Rodamco as reported is expected to pay up to €535m. The transaction represents a net initial yield of 4.4%. CentrO has 232,000 sq m of retail and leisure space, including a two-storey 117,000 sq m shopping centre, 39 restaurants, a nine-screen cinema, a 12,000 seat multi-purpose arena, two adventure theme parks and 12,000 parking spaces.

 In February 2014, Union Investment sold the Allee-Center in Remscheid to Deutsche Asset & Wealth Management (DeAWM) for around €140m. It comprises 25,000 sq m of retail space let to around 100 specialist shops, including Saturn, H&M, C&A and a Real hypermarket. The centre provides 921 parking spaces.

 In September 2013, Europa Capital sold Forum Steglitz shopping centre in Berlin to BGV V, a Special institutional fund managed by Munich-based Real I.S. Investment. The price was kept confidential. The 32,000 sq m centre is 99% let to tenants including Hennes & Mauritz, Lidl, Rossmann, Innova, Intersport, Tom Tailor and Spiele Max.

 In September 2013, Redefine International acquired three shopping centres in Germany: the Schloss- Strassen Shopping Centre in Berlin; Bahnhof Altona Shopping Centre in Hamburg and City Arkaden Shopping Mall in Ingolstadt for a total value of €189m and €141.1m of existing bank debt (Schloss-Strassen €93m, Bahnhof Altona €72.5m and City Arkaden €23.5m). The transaction reflects a blended net initial yield of 5.5%.

Italy

 In January 2014, CBRE Global Investors sold the retail gallery of the Carrefour Limbiate shopping centre to an unnamed insurance company for €140m, reflecting a net yield of 7.1%. The centre provides 45,000 sq m of gross lettable area over 96 retail units. The retail gallery occupies 21,000 sq m let to MediaWorld and H&M, Desigual, Timberland and Tommy Hilfiger.

Ireland

 In February 2014, HSBC Alternative Investments and Hines acquired a 72.8% stake in Dublin’s landmark Liffey Valley shopping centre from vendor Aviva Investors for €250m. Grosvenor Britain & Ireland owns the remaining 27.2%. The centre has a total floor area of 46,500 sq m and is anchored by Marks & Spencer, Next, Dunnes Stores and Boots.

Netherlands

 In February 2014, US investor Mount Kellet Capital Management completed the joint venture acquisition of 11 shopping centres from Corio at a discount approaching 30% for a total of €213m. (Ten centres are located in the Netherlands, one in France). The 11 assets have a total leasable area of 120,800 sq m. The consideration for the disposals was 27% below the book value of 30 June 2013.

 In January 2014, Wereldhave acquired the Vier Meren shopping centre in Hoofddorp near Amsterdam in the Netherlands from Unibail-Rodamco for €147.5m, including transaction costs, reflecting a net initial yield of 5.8%. Vier Meren is a regionally dominant shopping centre in the city centre of Hoofddorp, around 20 km south-west of Amsterdam. The 27,000 sq m shopping centre serves a catchment area of 144,000 people.

Norway

 In December 2013, Parners Group acquired four shopping centres in Norway from French retail specialist Klépierre's Steen & Strøm unit for €247m. Steen & Strøm, which is 56.1% controlled by Klépierre, sold Halden Storsenter in Halden, Torvbyen in Fredrikstad, Stovner Senter in Oslo, and Markedet in Haugesund. The portfolio offers a total of 100,000 sq m across 250 shops, with the 38,000 sq m Stovner Senter in Oslo representing the majority of space.

Poland

 In March 2014, TriGranit, Europa Capital and Polish Railways sold the Poznan City Centre mall to UK investor Resolution Property and German shopping centre specialist ECE for around €250m. The Trigranit- developed shopping centre opened for trading in October 2013, and has a total GLA of 58,000 sq m. The centre attracts an average of more than 40,000 people per day and key tenants include Sportsdirect, Toys 'R' Us, TK Maxx and H&M.

 In October 2013, Inter Ikea Centre Group Poland purchased Wola Park shopping centre in Warsaw for around €195m from vendor PBW RE Fund /IXIS AEW Europe. The centre is fully let to 175 tenants, most of which are fashion retailers. The property has a total GLA of 61,850 sq m, including an 18,130 sq m hypermarket owned by Auchan.

Spain

 In May 2014, Dutch financial and insurance group ING is reported to have exercised a pre-emption right to acquire the 84,900 sq m El Boulevard regional shopping centre in Vitoria-Gastéiz, northern Spain for around €135m from CBRE Global Investors. The scheme comprises 161 shops and 4,000 parking spaces. The vendor has not confirmed the deal yet.

 In May 2014, a group of investors represented by Avestus Capital Partners is reported to have sold a majority stake in Barcelona's second largest shopping centre Diagonal Mar for a price in excess of €250m to US investor Northwood. The deal has not been confirmed yet.

 In February 2014, Listed European retail property fund Vastned sold €160m of Spanish malls for 29% below their last appraisal value as at 31 December 2013. The buying consortium included US hedge fund The Baupost Group, GreenOak Real Estate and Spain’s Grupo Lar.

 In October 2013, UK-based private equity firm Orion Capital Managers bought out British Land from the 50- 50 joint venture, which owned the Puerto Venecia shopping centre and retail park in the northern Spanish city of Zaragoza for €144.5m. The centre comprises 82,600 sq m retail park and 130,000 sq m fashion and leisure centre.

Sweden

 In March 2014, Carlyle Group sold the Globen City Shopping Centre to property company Klövern for €198m reflecting a net initial yield of around 5.5%. The centre has a total GLA of 52,819 sq m and is anchored by H&M, JC, Indiska, KappAhl, McDonalds.

United Kingdom

 In May 2014, Abbey Group and the Foyleside Group announced that they are intending to sell a shopping centre portfolio known as Project Swallowtail/Fosse Park Mall. The group of eight assets are located across the UK (including Northern Ireland) and the Republic of Ireland. The portfolio is available as a whole or as individual assets for a total guide price of in excess of £710m (€870m).

 In March 2014, Orion Capital Managers acquired the 51,000 sq m Trinity Walk shopping centre in the West Yorkshire city of Wakefield in the UK. The financial details were not disclosed, however, the transaction

volume is believed to be around £150m (€180m). Trinity Walk is anchored by Debenhams , Sainsbury and more than 50 shops including Next, H&M, ASDA Living, Argos and New Look.

 In March 2014, Intu Properties bought malls in The Midlands, Derby and Northern Ireland worth £863m (€1.03bn) from Westfield Group. The malls are located at Merry Hill near Birmingham, Derby in the north, and Sprucefield in Northern Ireland. Prices paid for Merry Hill and Derby were around £400m each (€480m). Sprucefield was valued at £68.3m (€82m).

 In March 2014, Legal & General Property (LGP) acquired the Overgate shopping centre in the eastern Scottish city of Dundee for over £125m (€150m) from vendor Land Securities. The shopping centre totals 39,000 sq m of space, comprising 70 retail units and two multi-storey car parks with more than 1,000 spaces. It is anchored by Debenhams and Primark.

 In January 2014, British Land sold the freehold of Eastgate shopping centre in Basildon to Infrared Capital Partners for £88.6m (€109m). The 700,000 sq ft (65,000 sq m) scheme comprises a covered shopping centre, an Asda supermarket, a Debenhams department store, two office buildings and a 696 space multi- storey car park. Other retailers include Superdry, New Look, H&M, River Island, Topshop, Next and Primark.

 In January 2014, OMERS acquired the leasehold interest in the retail space at the Grade I listed Royal Exchange building in the City of London for £86.5m (€104m). The City Corporation and Mercers are the freeholders of The Royal Exchange. The interest comprises 4,800 sq m of retail space, currently 95% let to global luxury brands including Hermes, Smythson, Watches of Switzerland, and Tiffany & Co.

 In December 2013, Hammerson plc and Aviva Investors, who own Queensgate Shopping Centre in Peterborough in a 50/50 joint venture, sold the freehold of the centre to Invesco Real Estate for £202m. The 83,300 sq m shopping centre has more than 110 stores and restaurants anchored by Primark.

 In December 2013, Scottish Widows Investment Partnership (SWIP) bought the King Edward Court shopping centre in Windsor for £105m (€124m) reflecting a net initial yield of 5.6%. Tenants include Waitrose, Zara, H&M, Top Shop, and New Look as well as a 113-room Travelodge hotel.

 In October 2013, The Scottish Retail Property Limited Partnership, a 50/50 joint venture between Land Securities Group PLC and British Land, sold the Bon Accord and St Nicholas shopping centres in Aberdeen to F&C REIT for £189m. The two centres form Aberdeen’s prime retail pitch and total 460,000 sq ft across more than 75 retail units, and are anchored by Next, Boots and New Look.

 In September 2013, British Land purchased 50% of SouthGate in Bath from Multi Southgate (LP) Limited for £101m. Aviva Investors own the remaining 50%. SouthGate is a 430,000 sq ft, open air retail scheme with 55 retail units, 14 leisure units, a car park and 25,000 sq ft of office accommodation. The scheme is anchored by Debenhams, H&M, Topshop, Boots, Hollister, Apple, Urban Outfitters, All Saints and Boux Avenue.

 In September 2013, US investor Kennedy Wilson and private equity firm Varde acquired a portfolio of eight secondary shopping centres in England and Scotland out of administration for £250m (€300m).

 In September 2013, Standard Life Investments sold the Whiteley shopping centre in West London to a private family office from Brunei in an off-market deal worth over £100m (€120m).

6.4 Asia-Pacific Market Commentary

2013 Highlights

 A significantly increased total turnover of US$12.17bn compared to US$15.01bn in 2012, however, there was a marked reduction in the number of deals transacted, down from 277 to 226.

 An increase in larger lot sized transactions, with an average lot size of US$93.67m reflecting a significant increase from US$54.19m in 2012. Overall, 33% of the market was undertaken in lot sizes above US$250m.

 Japan and China dominated turnover, jointly making up 73% of total transactions in the region by volume.

 Japan saw the highest turnover with US$10.43bn worth of transactions representing a massive 122% increase in turnover on 2012.

 Major contractions in activity were witnessed in Hong Kong and Singapore with turnover down by 37% and 30% respectively.

 Buying activity in 2013 was dominated by domestic groups throughout Asia Pacific with the exception of China, which saw a number of ‘platform’ transactions involving international capital.

 International investors were net divestors in retail real estate in the region in 2013, with 17% of buying activity compared to 22% sales.

 Retailers were extremely active as investors, with entities controlled by Tesco, Aeon and Takashimaya both buying and selling throughout the year.

 Tesco was extremely active, selling assets in Korea, conducting a substantial operational sale in China and demonstrating a significant investment commitment to India.

 Malaysia saw a significant upturn in transactions with a similar trading volume to the usually much larger Singapore market.

 Retail continues to be an important sector of the total real estate investment market in Asia Pacific, making up 24% by total volume.

2014 Outlook

 Increasing weight and variety of capital targeting the retail real estate markets in Asia Pacific in 2014.

 Limited availability of investible stock as little distress in the system. Selling activity to be dominated by maturing funds and profit takers.

 Buyers increasingly looking to move up the risk curve.

 Expectation of continued positive investor momentum in Japan.

 Increased investor caution in buying into second and third tier China and markets ‘tied’ to U.S. fiscal policy at current pricing levels.

 Expected further increase in the number of strategic partnerships between capital and operational expertise.

Mixed Retailer Demand in Asia Pacific

 International retailers continue to look for growth opportunities in Asia arising from economic outperformance relative to the rest of the world. They are opening stores and expanding in South East Asia, although more caution was evident during Q1 in Singapore and Jakarta. China experienced healthy demand supported by fast-fashion retailers and F&B operators, but some luxury brands opted to expand within existing locations. In Hong Kong, demand remained strong in core areas, but softened in secondary locations as a result of high rents.

 India has witnessed some retailers closing stores or reducing space requirements, while Australia has seen more enquiries, but this has yet to translate into higher leasing demand. Retail rents in Bangkok fell by 5.6% during the first quarter as political tensions affected foot traffic in some malls.

Relaunch of Mega-projects in Dubai

 In Dubai, the resurgence of its property market has been marked by the relaunch of a number of mega- projects such as the Mohammed bin Rachid City (MBR).

Transactional Expectations for 2014

Increasing Weight of Capital Targeting the Asia Pacific Region

 The amount of domestic and international capital targeting investment in retail real estate in Asia Pacific is anticipated to grow during 2014. There will be trends that add to the weight of money looking to acquire retail assets in the Asia Pacific markets namely, successful new capital raises, institutions increasing their allocation to real estate and private sources of capital continuing to favour real estate investment.

Relative Lack of Supply of Investible Stock

 There is relatively little visible distress in the system throughout Asia Pacific. Therefore investible opportunities for the market will be reliant upon profit taking motivations and fund life expiries. Without a large selection of motivated sellers, there is likely to be an excess of demand, which will maintain downward pressure on yields and keep prices high, particularly for core assets. As opposed to looking outside the region or transferring to alternative investment classes, it is anticipated that capital will increasingly be allocated to less core assets in certain markets where perceived good value can be achieved.

Maturing Private Equity funds will be a Significant Seller Group

 Those funds raised during and immediately after the GFC are in their maturing phase. With most showing strong performances, managers will look to crystallise gains early for their investors via sales into buoyant markets. These funds are anticipated to be major sellers this year.

International Equity Funds will also actively acquire in 2014

 There were some successful fund raisings in 2013, and it is a trend that is anticipated to continue throughout 2014. Such funds will be motivated to deploy capital early and are expected to be large net investors over the year. Shopping centre assets are particularly attractive to many of these funds, as with the combination

of local and international expertise, it will be easy to implement business plans that reposition and improve assets in order to drive returns.

Investors will ‘Buy Into’ Japan’s Economic and Consumer Recovery

 The investor community is anticipated to heavily acquire Japanese retail assets during 2014. While international equity funds – and arguably the JREITs – are likely to be priced out of the market for prime assets, private investors and private property companies (both domestic and international) are expected to maintain downward pressure on prime yields. The suburban and secondary markets are expected to see growing demand from international funds and domestic players, enticed by improving consumer confidence and a lack of available prime assets. More specifically, a significant relative pricing discount has emerged between acquiring suburban and secondary malls compared to prime. Decentralised buying in Japan is also expected to occur, with regional locations expected to enjoy increased attention from investors.

Investors Becoming more ‘Considered’ when Entering China

 There is an expectation that Chinese investors will increasingly take a forensic approach to how they assess individual assets and their competitive position. The factors influencing this are: the retail market maturing; land value appreciation arguably slowing in certain locations; and the vast development pipeline being delivered. An ability to understand the dynamics of retail assets and the capability to effectively manage assets will be key to achieving success with performance. One potential source of assets to the market may come from domestic developers of mixed use projects. They may opt to sell the retail element of a development to an investor with the requisite skills to manage the retail effectively. This would then allow the developer to raise capital and focus on their core development business.

 Domestic Chinese investors are anticipated to remain strong buyers as the weight of domestic capital for investment grows. International capital is also anticipated to be focused on China, but it is likely to target the upper tier cities to avoid becoming exposed in remote and less transparent locations, where prices remain relatively high on a comparative basis. Further platform transactions are expected where investors can deploy significant amounts of capital, benefit from access to a portfolio of assets and an existing management platform, and where relative skills can be pooled to improve the competitive position of assets for enhanced returns.

Investor Caution at Current Pricing Levels in U.S. ‘Tied’ Markets

 In the absence of price movement from current owners in markets fiscally tied to the U.S., such as Hong Kong, the retail investment market is expected to remain in a relatively frozen state – the bid/ask margin remains too large. In an environment where interest rate rises are expected, and in which government cooling measures are maintained, this is likely to widen in the short term, particularly for suburban and secondary assets.

Increased Partnering Throughout the Region

 While owners might be unwilling to dispose of assets in their entirety, strategically minded owners may engage in tactical partnerships. We anticipate these will broadly fall into two types:

 Profit taking/diversification motivated partnerships

 We anticipate this will occur in larger, more mature markets where existing owners can attract a relatively passive capital partner with a long-term outlook, at a high price point in the cycle, for a part interest in an asset. This would occur while also retaining operational control of the asset. Funds raised from the partial sale can be invested elsewhere, giving the owner diversification benefits. In addition to this, some may like the prospect of partnering directly with some of the most respected and significant global capital sources because of the perceived benefits to their own reputation and future business growth.

 Operationally strategic partnerships

 We expect that savvy owners will increasingly wish to partner with groups that have operational expertise and perhaps international experience in retail asset management. This experience means they can leverage retailer relationships to maximise the performance of retail assets. Such a partnership would allow existing owners to learn new skill sets and gain exposure to some of the most advanced and profitable management strategies globally.

Global Pension Funds and Sovereign Wealth Funds will Increasingly Target the Asia Pacific Region

 While many of the global pension funds and sovereign wealth funds have exposure to the region via indirect investments – in existing equity funds and partnership/club investments with fund managers – it is anticipated that there will be major strategic direct investment over the course of 2014/15 and beyond as increasingly the Asia Pacific region is considered, ‘core’. This is anticipated to take the form of co-investment with existing owners of core assets throughout the region, which will allow those owners to largely continue their existing business and management plans. This has occurred in other regions to great effect, leading to accelerated growth for the domestic partners, where the creation of a successful partnership platform has often led to further joint projects.

India and Emerging Economies Stabilising and Becoming Hot Investment Locations

 The financial market volatility we saw in emerging markets during 2013 is expected to begin to stabilise in 2014. As global markets recover and show more stabilised growth, this will improve the ‘investibility’ in emerging markets from a retail real estate perspective. Those investors brave enough to invest first will reap the rewards of first-mover advantage both in quality of assets available and ultimately the level of return. The depth and variety of investor interest in emerging markets is anticipated to grow during 2014.

 Overall, 2014 is well set to see yet another strong year for retail real estate investment. There will be challenges, though, the most likely being a lack of supply of investible assets. However, there is a strong market for sellers motivated by profit taking, fund life maturity and strategically selling down part interests; the stock they offer will keep investors busy throughout the year. In order to find returns, buyers will need to move up the risk curve in more mature markets where secondary asset pricing is likely to improve. While buyer caution will exist in pockets of the market, the weight of money targeting the sector is likely to make 2014 a ‘seller’s market’ for most retail assets.

Capitalisation Yields

 Yields for prime retail assets in each of the major markets remained firm throughout the year, with significant yield compression experienced in some, most notably Japan. A lack of supply continues to underpin prime yields in the major Asia Pacific markets, a few dominant owners, strong ‘trophy-buyer’ demand, little or no

ownership distress and a healthy occupational market. The ultra-prime retail markets saw relatively few transactions during 2013.

 Suburban and secondary markets also generally maintained strong yields though, arguably, in some markets there was less downward pressure on yields because buyers were able to be stock selective. Some markets saw assets of a suburban and secondary nature being withdrawn from sale as owners’ price expectations were not met, or vendors had to substantially reduce their price expectations in order to achieve a sale. This perhaps indicates a softening in part of the market as investors being to pay greater attention to development supply, the occupational e-commerce threat, macro constraints and retailer performance. However, investment in suburban and secondary assets will be seen as an opportunity for many investors going forward.

 Unusually, turnover was weighted towards the first half of the year and particularly within the second quarter where each of the major markets saw significant activity. By contrast, Q3 saw a drop-off in transactions. While it is not unusual to see volatility in quarterly turnover, this slowdown did coincide with a number of other factors that caused markets to pause for a break. Such factors included: the fear of a credit contraction in China, increased expectation of short-term U.S. Federal Reserve tapering, equities market volatility – particularly in emerging economies – and a concern surrounding the effectiveness of Japan’s ‘Abenomics’ strategies. Turnover had recovered by Q4 for most markets, however, Hong Kong witnessed a drop-off in activity, an unintended consequence of the Hong Kong government’s measures in late 2012/early 2013 to cool the residential real estate market. More specifically, the government introduced a Buyers Stamp Duty (for overseas buyers of residential only assets) and doubled the cost of stamp duty for all properties that sold for more than HK$21m (US$2.8m).

6.5 Large Shopping Centre Transaction Summary

In the table below we list shopping centres or stakes in shopping centres transacted in recent years over €500 million that JLL are aware of. The data contained in the tables has been adopted from publically available sources and has not been verified with either the purchaser or vendor. The table indicates the type of purchaser for large shopping centres and also highlights that the majority of transactions involving large shopping centres are stakes rather than 100% interests.

Date Stake Country City Property Vendor Purchaser Price US$M NIY Sq m total Sq m retail Q2 2014 30% UK Kent Bluewater Lend Lease Europe Land Securities £818m 4.1% 166,296 166,296 Holdings Ltd Q2 2014 75% France Paris Beaugrenelle Gecina Fonciere Du Rond 964 4.6% 49,960 49,960 Point Q3 2014 50% UK Dudley Merry hill Westfield Intu 674 (~£400m) 130,000

Q1 2014 50% Germany Oberhausen Centro Stadium Group Unibail Rodamco 732 (€535 4.4% 232,000 117,000 Oberhausen(III) million) Q1 2014 58.38% Japan Tokyo Takashimaya a Tokyu Land Takashimaya 1,032 174,476 Times Square Q2 2013 33% UK Birmingham Bullring Future Fund CPPIB/Hammerson 517 (£307 125,300 million) Q3 2013 100% Singapore Singapore Grand Park Park Hotel Strategic Singapore-based 912.7 9,200 Orchard Hotel & China resources Knightsbridge company

Retail Podium

Q1 2013 50% Russia Moscow Metropolis Capital Partners Morgan Stanley 1,150 (€900 8.05% 205,000 82,000 Shopping Centre Real Estate million) Fund Vii Q1 2013 80% China Shanghai Jinqiao Life Hub Sparkle Bright Holdings Keppel Land China 530 5.35% 178,478 112,027 Ltd (Morgan Stanley) and Alpha Investment Partners Q4 2012 50% UK Sheffield Meadow hall ADIA Norges 1,621 5.09% 139,269 Q3 2012 50% Singapore Singapore Nex Pramerica management fund Mercature Co- 660 59,179 Operative Q1 2012 30% USA Hanover Arundel Mills Farallon Capital Partners Simon Property 525 119,765 Group Q4 2011 100% Russia St. Galeria St. Meridian Capital Morgan Stanley 1,111 186,270 95,000 Petersburg Petersburg MSREI Q3 2011 50% USA Philadelphia King of Prussia Morgan Stanley Simon Property 625 6.5% 242,792 222,100 Mall Group Q3 2011 50% UK London Westfield Westfield/APG CPPIB 1,414 5.8% 176,510 Stratford Q3 2011 100% Hong Kong Hong Kong Festival Walk Swire Pacific Limited Mapletree 2,412 4.37% 112,316 53,900 Q1 2011 80% UK Manchester Trafford Centre Peel Holdings Capital Shopping 1,600 5.09% 176,510 Centres Q1 2011 50% Germany Oberhausen Centro Stadium Group CPPIB 830 (€650 4.75% 180,000 Oberhausen million) Pending 30% UK Kent Bluewater Lend Lease Europe c. 1,900 166,296 166,296 Holdings Ltd

6.6 Socio Economic Overview, Dubai Introduction

Dubai is the most populous of the emirates and the second largest, behind Abu Dhabi, covering 4,114 sq km. The emirate has grown around 200 sq km since the early 1990s as a result of a series of land reclamation projects. Dubai is bordered by the emirates of Sharjah in the north and Abu Dhabi in the south.

The emirate has historically built its wealth on its traditional role as a trading center. Today, Dubai has capitalised on its convenient location and proximity to both east and west, and has succeeded at establishing itself as an international trading and business hub. Given its limited hydrocarbon reserves, the emirate has successfully diversified its economy and gained international market share in tourism, retail, manufacturing and real estate.

The political and social unrest that swept across the MENA region since 2011 (Arab Spring), has confirmed Dubai’s role as something of a ‘safe haven’ within a volatile region. This has translated into more visitors to Dubai, benefiting the hotel and retail markets, and more investment seeking a home in the Dubai residential sector. While the office market has not witnessed any positive short term impact from the Arab Spring, Dubai continues to cement its place as the preferred business and financial center within the region.

The business outlook for Dubai continues to improve with expectations of higher future business conditions, sales volumes and profits. The Department of Economic Development’s composite Business Confidence Index (BCI) stood at 144.3 points in Q4 2013, up 8% from Q4 2012, with more businesses willing to invest in expansion, recruitment and technology upgrades.

Economic Indicators

National Account (GDP)

According to the Dubai Statistics Centre, H1 2013 saw GDP register a 4.7% growth Y-o-Y. Two sectors that saw particularly robust growth were hotels and restaurants (+13.7%) on the back of an increase in the number of hotel guests, and manufacturing (+13.3%) supported by strong exports. Although the real estate and business services sector increased by a marginal 3.3%, the rise was almost double the 1.7% seen in 2012.

N o N o n - Source: Dubai Statistics Center Source: Dubai Statistics Center

Non - Oil Sectors

Trade, Transport & Infrastructure

Dubai continues to position itself as an international hub for trade, supported by an extensive network of sophisticated air, land, and sea infrastructure.

Dubai International Airport maintained its position as the second largest in the world in terms of passenger traffic in 2013, with passenger numbers growing 15% Y-o-Y to over 66 million. As of the latest data presented by Dubai Airport, February 2014 registered a 12% Y-o-Y increase in passenger traffic to 5.7 million. The airport is currently undergoing expansion plans to raise its capacity to 100 million passengers by 2020.

Around 60 km away is the new Al Maktoum International Airport in Jebel Ali. Located in Dubai World Central, the site of Expo 2020, the airport benefits from its strategic location within the development. The opening of the first phase of Al Maktoum International Airport added an overall capacity of 7 million passengers. When the airport becomes fully operational in 2015, it is expected to be the largest in the world with the ability to handle 160 million passengers a year and a full cargo capacity of 12 million tons.

Dubai Passenger Traffic 7.0

6.0

5.0

4.0

3.0

2.0 Passengers (millions) 1.0

0.0 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

2012 2013 2014

Source: Dubai Airport

In addition to aviation, Dubai is expected to see an extension of its existing metro line in order to service the site of the Expo 2020 in Jebel Ali. This will result in the existing 75 km system increasing to 111 km over the next few years. There are long term plans to expand the metro network to 421 km by 2030.

Another land transport project currently underway is the Dubai Tram. Phase one will see a 10.6 km track from Dubai Marina to the Tram Depot near the Dubai Police Academy, and is set to become operational in November 2014. When fully operational, the tramway will comprise 15 km of track served by 25 trams and connected with the existing Marina and Jumeirah Lake Towers metro stations.

Dubai has invested heavily in the creation of competitive infrastructure and a business friendly regulatory framework. The expansion of the Jebel Ali sea port and Emirates airlines have facilitated the transport of imports & exports. Dubai International airport recorded 2.4 million tons of cargo in 2013, a 7% increase from year end 2012, while the Jebel Ali Port handled 13.6 million TEU’s over the same period.

Source: Dubai Airport Source: DP World

Manufacturing

Despite accounting for only 22% of industrial investments in the UAE, Dubai is home to approximately 40% of the country’s manufacturing firms. These firms are largely focused on light industry services such as food production and electronic industries.

According to the Dubai Statistics Center, Dubai’s manufacturing sector expanded by 13% Y-o-Y in the first half of 2013, helping the emirate achieve its fastest rate of GDP growth (+4.7% Y-o-Y). Growth in the manufacturing sector has also helped improve the sustainability of economic expansion post 2008 when real estate and construction activity subdued.

Focus on the light manufacturing industries is expected to continue with the support of the emirate’s infrastructure and business friendly environment. The creation of Free Trade Zones (FTZ’s) has played a major role in the growth of the manufacturing sector. There are currently more than twenty FTZ’s that account for around 75% of exports and more than 25% of Dubai’s GDP in 2012.

Major Industrial Locations (Dubai) Area (sqm) Regulatory Status Selected Tenants Traditional Areas Al Quoz 18.5 Onshore Fedex, Mercedes-Benz Al Qusais 5.45 Onshore Maxell, Sabco Umm Ramool 3.9 Onshore Al Futtaim, Al Ghurair Group, Leighton Ras Al Khor 12 Onshore Aramex, Total Free Zones North - 45 JAFZA Freezone DHL, Danube, LG, P&G South - 35 DAFZA 2 Freezone Clarins, Rolls-Royce DWC 105 Freezone: Logistics & Aviation Dnata, RSA, Caliper New Onshore Areas Jebel Ali Industrial Area 21.24 Onshore Landmark Group, Jumbo Dubai Investment Park 16.5 Onshore Paris Groups, Drake & Scull Int'l Dubai Industrial City 52 Onshore Nestle, Baker Hughes Source: JLL

Tourism

Dubai’s tourism market has shown strong growth in recent years, sourcing guests from markets led by India, the UK, Saudi Arabia and Germany. Dubai is seen as a safe haven for tourism and the industry has been backed by government efforts in terms of destination promotion and marketing. Tourism infrastructure development projects include the Dubai World Central airport complex, the Blue Water Project, expansion of the Trade Centre District and construction of the major mixed-use development of Mohammed Bin Rashid City among others.

Dubai attracted a record 10 million tourists 2012, and another 11 million in 2013. The Department of Tourism and Commerce Marketing (DTCM) announced it aims to double the figure and attract 20 million tourists annually by 2020. The positive trend continued in 2013 as Dubai recorded 11 million tourists (+11% Y-o-Y).

Dubai has diversified its tourism offerings to attract leisure and business tourists alike (among others). Major retail centers such as Dubai Mall and Mall of the Emirates form a substantial portion of demand due to their popularity among guests from the GCC. The popular Jumeirah Beach and Palm Jumeirah offer beach resorts for tourists seeking the sea and sand. Extensive facilities in Dubai’s Central Business District (CBD) such as the World Trade Centre provide locations for business and conferencing.

Dubai hotels are currently experiencing the best performance levels since before the economic crisis. Improvements were seen in occupancy, ADR and RevPAR in 2013 (RevPAR increased by 10.1%). The performance of Dubai hotels has grown annually despite supply increases in recent years.

Dubai Hotel Performance (2009 - YT June 2014) 300 90%

250 84% 80%

200 80% 77% 76% 150 70% 72% 71% ADR ADR (USD) 100 OccupancyRate (%) 60% 50

0 50% 2009 2010 2011 2012 2013 2014 YTD

Average Daily Revenues (USD) Occupancy Rate (%)

Source: STR Global

Real Estate and Construction

The real estate and construction sectors have played a key role in transforming and diversifying Dubai’s economy. In the first half of 2013, the real estate and construction sector contributed 14% and 8% respectively to Dubai’s GDP, according to the Dubai Statistics Center.

Looking back, the period between 2001-2008 was characterised by substantial growth; new real estate laws were being introduced encouraging foreign ownership of residential properties, large plots of land were being released to major developers who grew their portfolio of projects rapidly, occupier demand was on the rise, a Real Estate Regulatory Authority (RERA) was created to maintain the market, value escalated rapidly especially between 2006-2008.

The period following (2009-2010) saw the market decline as the global financial crisis hit the real estate market from Q3 2008. High levels of residential completions lead to significant oversupply in the market and large corporations were facing severe debt challenges.

2012-2015 represents a recovery period which was initially led by the hospitality sector. As the Arab Spring reduced tourism in neighboring countries, Dubai saw an influx of tourists and investments as it maintained a safe haven status throughout.

Source: JLL

2013 was a year of broad based recovery for the Dubai real estate market, with sales and rental prices growing across most locations and market segments. This continued into 2014 led by outperformance in the residential sector as H1 2014 saw Y-o-Y residential rents and sale prices increase, albeit at a slower rate with Q2 2014 seeing a marked slowdown in the volume of residential sales, particularly in respect of existing villas. While the retail, hotel and industrial sectors continue to experience growth, recovery in the office sector remains patchy, constrained by the large level of supply and high vacancy rates, that are placing pressure on overall rental values.

The below JLL property clocks illustrate where JLL estimates each prime market is within its individual rental cycle as at the end of the relevant quarter.

*Hotel clock reflects the movement of RevPAR. Source: JLL

While still shy of 2008 peaks in most locations, the rate of growth witnessed in the residential market in particular is considered unsustainable, fuelling concerns about the possibility of a real estate bubble similar to that seen in 2008. Consequently, the government and major developers have taken measures to promote stability and curb further speculation.

 Emaar has introduced measures to reduce flipping, with purchasers banned from reselling any property bought off-plan until it has been completed and handed over.

 Dubai Land Department has doubled transaction fees from 2% to 4% of the property value. This rate is however still lower than in many other countries.

 The Central Bank has Introduced mortgage caps based on different criteria for nationals and expatriates as well as whether the property was a first or second home. The effectiveness of this measure is however limited since much of the home buying in the UAE is done with cash rather than mortgages.

 Developers have adopted a more long-term approach to developments through phasing supply in line with real demand levels.

The increase in future stock levels is another factor mitigating the risk of a repeat of the previous boom/ bust cycle. As of 2013, the total residential stock monitored by JLL stood at 365,000 units. Over the next two years, around 39,000 residential units are scheduled to enter the market with most of the upcoming supply located in areas to the South and East of Dubai. The largest proportion will be delivered in Mohammed Bin Rashid City, Business Bay and Dubailand. This is supported by the growth of surrounding infrastructure particularly Al Maktoum International Airport.

Property Stock by Type (2012 - 2015F) Office Residential Retail GLA Hotel Stock (million sqm) ('000 units) ('000 sqm) (No.of rooms) 2012 6.9 355 2,817 57,345 2013 7.3 365 2,865 60,150 2014 F 8.0 387 2,902 64,400 2015 F 8.6 404 3,116 66,800 Source: JLL

In terms of investor activity, data from the Dubai Land Department (DLD) reveals that H1 2014 saw the value of real estate transactions in Dubai increase around 47% Y-o-Y to reach AED 113 billion, with AED 61.5 billion in cash sales and AED 47 billion in mortgage transactions.

This increased activity and renewed investor confidence in the real estate market has spurred recovery in the construction sector. This has been driven further by increased public spending on infrastructure and development projects. In 2013, a total of 16% of government spending was allocated for the completion of infrastructure projects in Dubai. Public spending is set to rise 11% in 2014, with 17% injected into infrastructure and development projects (Dubai 2014 budget – government reports).

Dubai’s hosting of Expo 2020 is expected to further boost the construction sector as the government commits to an estimated USD 8.1 billion in public funding to the event, the majority of which is directed at infrastructure and public transport projects.

Below is a snapshot of the biggest mega-project announcements during 2012/2013 and their respective locations.

Snapshot of Planned Mega-Projects Launch Expected Project Developer Cost (USD bn) Date Completion MBR City Meydan - Sobha Groups 5.7 Nov 2012 2020 Dubai Creek Harbour* Emaar Properties, Dubai Holding 17.4 Jun 2013 2018-2020 Dubai Water Canal RTA, Meydaan Group, Meraas Holding 2.0 Dec 2012 2017 Dubai Trade Center District TECOM Investments 4.4 Mar 2013 Jan 2015 ( Phase 1) Akoya Damac Properties 2.5 Apr 2013 Jan 2015 ( Phase 1) Bluewaters Island Meraas Holding 1.6 Feb 2013 Dubai Design District TECOM Investments 1.1 Jun 2013 2015 Damac Towers with Paramount Damac Properties 1.0 Mar 2013 Q2 2015 Viceroy Palm Jumeirah SKAI Holdings 1.0 May 2013 Q4 2016 Nakheel Mall & The Pointe Nakeel Properties 0.9 Feb 2013 2015 *Previously The Lagoons

Source: Oxford Business Group

Source: JLL

Social Indicators

Population

As of December 2013 the population of Dubai reached 2.2 million, according to the Dubai Statistics Center. The population is expected to expand further as the economy grows, attracting further expatriate employment. On a gender basis, the population is largely skewed in favor of males accounting for nearly 76% of the total population (1.7 million). As of 2013, local citizens made up 11% of the population while expatriates accounted for the remaining 89%.

Like other countries in the Middle East, Dubai’s population is relatively young. Around 40% of the population is 29 years old or younger, while almost 70% is less than 40 and about 85% are under the age of 50, according to the Dubai Statistics Center. This imbalance is attributed to the large proportion of foreign, working-age individuals who reside in the Emirate.

Labour Force

Oxford Economics estimate total employment levels at 1.3 million in 2013. Employment is projected to continue growing, as 277,000 jobs are expected to be created in the run up to Expo 2020. Research from Oxford Economics indicates a large proportion of these jobs will be for white-collar professional roles as specialized projects will require specialized skills

Fiscal & Monetary Indicators

Dubai Financial Market

The Dubai market witnessed buoyant activity and a strong rally during 2013 amid the sustained economic recovery. This was supported by an MSCI upgrade from frontier to emerging market, the launching of several realty projects, buoyant company results and improved sentiment on the back of the successful 2020 Expo bid.

The Dubai Financial Market Index increased by a staggering 108% in 2013. The breakdown of the DFM Index shows that the financial and investment services sector witnessed the highest rise of 169%, followed by the banking sector with 120% as demand for credit increased. The real estate sector recorded a 108% increase within the context of robust growth in sales and rental prices in Dubai. Other sectors that grew dramatically were the services sector (+98%), telecoms sector (+91%) and transportation sector (68%).

Total trading value amounted to AED 160 billion in 2013, a 228% increase from 2012 levels. Market capitalisation rose significantly by 41% to AED 260 billion by December 2013. Data by the Dubai Financial Markets reveals that this growth has continued into 2014, with Q1 2014 traded values surpassing FY 2013 figures to reach AED 327 billion.

Financial Markets Index (2008 - June 2014) 250

200

150

DFM Index 100

0 Jul-08 Jul-09 Jul-10 Jul-11 Jul-12 Jul-13 Apr-08 Oct-08 Apr-09 Oct-09 Apr-10 Oct-10 Apr-11 Oct-11 Apr-12 Oct-12 Apr-13 Oct-13 Apr-14 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Source: Thomson Reuters

Inflation

According to the Dubai Statistics Centre, Dubai posted an inflation rate of 1.3% in 2013 compared to the same period in 2012. They attribute this to a significant increase (15%) in the price of alcoholic beverages and tobacco, followed by a 5% increase in education costs and a 3.7% rise in the price of furnishings, household equipment and maintenance. The inflation rate for clothing & footwear declined around 3%.

The rapid rise in the price of housing fed into the overall inflation figure in Q2 2014 which recorded a 2.8% growth. Data from the Dubai Statistics Centre reveals that education costs increased to 4.9%, followed by housing & utility costs (+4.8%) and furnishings & household equipment (+3.9%). Inflation figures are expected to rise further over the remainder of 2014 on the back of robust domestic demand and higher real estate prices.

Inflation Rate (2009-Q2 2014)

% Annual Change % Annual 0

-1

-2 2009 2010 2011 2012 2013 Q2 2014

Source: Dubai Statistics Center

Debt

According to the IMF, the UAE’s government debt remains less than 20% of GDP. Having said that, the aggregate debt of Dubai government and related entities (GREs) remains sizeable. Nevertheless, officials are confident that the emirate will meet its obligations on the back of improved economic fundamentals.

General Government Debt 250 30

200 25 20 150 15 100 10

50 5 Government Government debt (AED billion) 0 0 Government debt as of % GDP (%) 2007 2008 2009 2010 2011 2012 2013F 2014F 2015F 2016F

General government gross debt (AED billion) Government debt (% of GDP)

Source: IMF

Below is a timeline of main events related to Dubai’s debt.

2008  Dubai government issues a USD 4bn dirham-based bond programme (Sept)  Atlantis Hotel & Resort opening with an estimated event cost of over USD 20mn (Nov) 2009  Dubai launches a USD 20bn bond scheme; UAE Central Bank subscribes to USD 10bn (Feb)  Dubai hires Rothschild to advise on USD 20bn support fund to aid indebted companies (Apr)  Dubai World announces talks to reschedule USD 12bn of debt (Sept) & seeks a 6-month standstill on USD 26bn of debts (Nov)  NBAD & Al Hilal Bank agree to buy USD 2.5bn each of Dubai government bonds (Nov)  Abu Dhabi provides a USD 5bn rescue package; Dubai pays Nakheel’s USD 4.1bn (Dec) 2010  Burj Khalifa opening (Jan)  The CEO of Dubai World’s private equity unit resigns amid a management shuffle (Jan)  Dubai World restructuring plan outlined by the Chairman of the Dubai Supreme Fiscal Committee (Mar) 2013  Abu Dhabi & UAE Central Bank to roll over USD 10bn bond programme (Mar) 2014  Dubai wins Expo 2020 (Nov)  Nakheel makes a USD 59mn payment on its Sukuk after refinancing/restructuring PJA, Waterfront, and its Malls. 2015  First tranche of Dubai World’s restructured debt due; USD 4.4bn (May) 2018  Second tranche of Dubai World’s restructured debt due (USD 10.3bn) Source: JLL/Zawya

Expo 2020

Dubai’s successful bid to host the World Expo 2020 was announced in November 2013 at a time when Dubai’s economy was seeing a general recovery following the 2008 crash. The sectors contributing the most to Dubai’s current economic recovery are likely to be the key gainers from the Expo. The transport, trade and tourism sectors are expected to benefit significantly from growth in tourist numbers, a general ramp up in economic activity before and during the event, and a corresponding expansion in population.

The property and construction sectors will be a key beneficiary from the roll-out of investments associated with the government infrastructure and private projects. The financial sector will also play a major role in financing expansion plans and will benefit from improved volume growth, spurring demand from corporates, and dynamic population growth which will support retail lending. Below is a summary of key facts about the Expo 2020:  The 438 hectares site will be located at Dubai World Central – Jebel Ali, on the southwestern edge of Dubai equidistant from the centers of Abu Dhabi and Dubai. The site is of close proximity to the new Al Maktoum International Airport and the Jebel Ali sea port.  An estimated 25 million people are likely to visit the Expo, 70% of whom will come from outside the UAE.  Total direct funding required stands at USD 8.8 billion (AED 32.2 billion), of which USD 7 billion (c. AED 26 billion) will be used to developed city-wide infrastructure, and the Expo and surrounding site. AED 6.2 billion is earmarked for operating expenses.  Estimates indicate that over 277,000 jobs will be created between 2013 and 2021. 40% of these will be within the travel and tourism sector and 30% in the construction sector.

Source: Expo bid documents/Oxford Economics

Source: Dubai Government Media Office / Gulf News

6.7 Socio Economic Overview, UAE

Introduction

Established on 2 December 1971, the UAE is a federation of seven emirates governed by a Supreme Council of Rulers composed of the heads of each emirate. However, each of the emirates retain a substantial amount of political autonomy. The federal government, based in Abu Dhabi, oversees all areas requiring national-level oversight such as national security, defense, foreign relations, fiscal and monetary policy, and immigration (among others). Due to their status as the original founding members of the UAE, Dubai and Abu Dhabi hold a number of additional powers at the federal level and have more influence on national affairs than the other five emirates. In addition, the ruler of Abu Dhabi traditionally serves as the president of the UAE, while the ruler of Dubai serves as prime minister and vice-president.

Geographically, the UAE stretches from the south-eastern shore of the Gulf almost to the Strait of Hormuz in the north, occupying a total of 83,600 sq km. The country borders Saudi Arabia to the west and south, and Oman to the east.

Economically, the UAE has established itself as the second largest economy in the GCC after Saudi Arabia. Since it gained autonomy in 1971, the UAE’s economy has grown exponentially to reach AED 1 trillion in 2013, according to Oxford Economics. Successful efforts at diversification in trade, logistics, banking, tourism, real estate and manufacturing have reduced the portion of oil based GDP to 25% in 2012.

The UAE business environment is regarded as one of the most open in the GCC ranking 23rd in the World Bank’s 2014 Doing Business report, ahead of its GCC neighbors like Saudi Arabia (26th) and Qatar (48th), and above the overall MENA average (107th). The existence of free trade zones with 100% ownership, zero taxes, sophisticated infrastructure, and a convenient geographical location are attractive aspects for foreign investments.

Economic Indicators

Hydrocarbon Sector

The UAE’s economy has gained momentum over the past couple of years driven by strong growth in oil and non-oil. This was propelled by a pick-up in consumer confidence and investor sentiment on the back of a revival in the real estate and construction sectors, coupled with Dubai’s successful bid to host Expo 2020.

Real GDP growth in the UAE registered a 4.4% increase Y-o-Y in 2012, according to Oxford Economics. This dipped slightly in 2013 to 4.1% on the back of weak oil sector growth, but is expected to recover as the UAE diversifies it’s economy. Forecasts indicate a GDP growth rate of 4.4% in 2016 (Oxford Economics).

On a sector split, the UAE economy is still largely driven by its hydrocarbon sector. Figures from the National Statistics Center reveal that crude oil and natural gas represented 25% of total GDP in 2012 (AED 582 billion). In terms of supply, the UAE is the fourth largest oil producer in OPEC, with output reaching around 2.6 million barrels per day in 2012. Natural gas production reached AED 54 billion cubic meters for the same period (OPEC 2013 statistical bulletin).

2013 witnessed a number of EPC awards for oil, gas, and petrochemicals projects. ADMA-OPCO, the UAE’S largest offshore operator, awarded around USD 5 billion worth of deals in 2013, while ZADCO awarded an additional USD 4 billion, according to MEED. 2014 is expected to continue witnessing strong EPC awards in the UAE oil and gas sector.

Non-Oil Sectors

Trade and Transport

The UAE has developed as the largest hub for trade and transport within the Middle East. Jebel Ali sea port (the world’s 9th largest container port) currently has a capacity of 15 million TEUs. This is set to increase to 19 million TEUs by the end of 2014.The Khalifa Port in Abu Dhabi currently has an annual capacity of 2.5 million containers. The long term goal is to increase capacity to 15 million TEUs and 35 million tons of bulk cargo by 2030.

In air travel, Dubai International Airport has announced an AED 28.8 billion expansion program which aims to boost capacity from 60 million to 100 million passengers per year by 2020. 2013 passenger traffic reached 66 million. Around 70 kilometers away, Al Maktoum International Airport is expected to become the largest airport in the world. Upon completion, the airport will have up to 4 passenger terminals with an annual passenger capacity of 160 million. Likewise, Abu Dhabi International Airport is undergoing an AED 1.65 billion expansion program to increase its passenger capacity from 17.5 million to 55 million passengers. 2013 saw passenger traffic reach 17 million. These developments are set to expand the market share of both national carriers, Etihad and Emirates, even further.

In parallel, attention is geared towards the development of the UAE’s first railway network. With financing of over AED 90 billion, the rail network project will link all the emirates in the UAE and further boost economic growth and the efficiency of trade.

The below map illustrates the future of the UAE transport system.

Source: JLL

Manufacturing

Manufacturing has emerged as one of the largest contributors to the UAE’s non-oil GDP, accounting for approximately 18% of total GDP in 2012 and is expected to continue increasing. The majority of manufacturing investment is concentrated in heavy industry including petrochemicals, aluminum, steel, cabling and ship building.

The UAE’s manufacturing sector has driven much of the country’s non-oil trade. A report by the Dubai Chamber of Commerce and Industry reveals that 2012 manufacturing exports (including re-exports), accounted for 53% of the UAE’s total non-oil exports of merchandise goods, and 22% of total exports including oil. On a value basis, UAE’s manufactured exports increased from around AED 30.5 billion in 2000 to approximately AED 217 billion in 2012, registering a cumulative annual growth rate of about 18%.

In 2012, almost 77% of the UAE’s manufactured exports went to Asia, 10% to Africa and 6% to Europe. The report further states that despite the increase in domestically consumed manufactured products in the UAE, the value of manufactured exports exceeded domestic consumption.

Tourism

The UAE’s tourism sector has witnessed strong performance over the past couple of years, registering increases in hotel occupancy rates and revenues, data from STR Global shows. In Abu Dhabi, average occupancy rates increased 11% Y-o-Y to reach 68% in 2013. Average daily room rates were at USD 148, increasing revenues per available room to USD 103 (+8% Y-o-Y). In Dubai, average occupancy levels were at 80% in 2013, registering a 3% increase Y-o-Y. With daily room rates averaging USD 244, Dubai recorded USD 198 in revenues per available room (+8% Y-o-Y).

According to the latest data from STR Global, Q2 2014 registered further growth rates for the hotel sector. Abu Dhabi witnessed 73% average occupancy rates while Dubai registered 79%. Average daily room rates were USD 132 and USD 225 for Abu Dhabi and Dubai respectively, pushing RevPar’s further to USD 98 in Abu Dhabi and USD 180 in Dubai.

The above numbers reflect the strength of the tourism and hospitality sectors in both emirates, and their potential to contribute to the growth of the non-oil sector. On the back of that, the governments of Abu Dhabi and Dubai have embarked on a number of developments to further enhance the sector; Abu Dhabi has invested

USD 27 billion on the Saadiyat Island project which will include cultural attractions like the Louvre and Guggenheim museums, while Dubai has announced investments in theme parks and the world’s largest Ferris wheel.

Real Estate and Construction

The real estate market has generally improved over the past year, regaining some of the loses experienced in 2008-2010. The recovery has been strongest in Dubai that has witnessed increasing prices and renewed development activity in most segments. Real estate growth in the capital remains more subdued with the Abu Dhabi market lagging 18-24 months behind Dubai.

H1 2014 saw residential apartment rents in Abu Dhabi increase 12% Y-o-Y, while Dubai rents grew 24% for the same period. Likewise, sale prices in Dubai increased 34% Y-o-Y while those in Abu Dhabi rose 30%. Data from JLL shows that Dubai rentals for high end property in Dubai (Palm Jumeirah and Downtown), now exceeds those for comparable locations in Abu Dhabi such as Saadiyat Island.

Social Indicators

Population

The population of the UAE is estimated at 9 million in 2013, according to Oxford Economics. This represents a 3% increase from 2012 levels. Looking forward, the population is expected to continue growing albeit at a slower rate; the average growth rate is projected at 2.4% over the next couple of years (2014-2016).

The demographic makeup of the UAE is heavily skewed towards expatriates and males, with around 80% of the population being expatriates. Due to the exponential rate of economic growth over the past decade, the UAE has attracted a large influx of foreign expertise and labour, and this trend is expected to continue into the future.

On a gender basis, around 70% of the total population are males. The UAE population is also relatively young and is largely concentrated in the 25-40 age group; a natural consequence of the large expatriate workforce.

Labour Force

Oxford Economics estimates total labour force at 5.5 million persons in 2013, while the unemployment rate stood at 4% for the same period. Looking forward, the total labour force is expected to grow at an average rate of 3% pa to reach 6 million in 2016, while unemployment rates are expected to decline further. On a gender basis, the UAE labour force is largely dominated by males, that accounted for around 85% of the total UAE labour force.

Given the UAE is heavily dependent on foreign labour, the private sector has been urged to play a stronger role in employing Emiratis, as population growth has outpaced the ability of the government to create jobs in the public sector for them. Through its Emiratisation programme, the Labour Ministry aims to increase the number of Emiratis working in the private sector.

Fiscal & Monetary Indicators

Financial Markets

The UAE equity market witnessed buoyant activity and a strong rally in prices in 2013 on the back of an overall economic recovery, supported by an MSCI upgrade from frontier to emerging market status. In Dubai, the Financial Market Index (DFM) rose by 108%. In total, 127 billion shares were traded on DFM, while market capitalisation increased significantly (41%) to AED 260 billion during 2013. Likewise, the Abu Dhabi Securities Exchange reported a significant increase of 61% in 2013. The value of traded shares almost quadrupled to reach almost AED 84 billion; the highest in five years. Meanwhile, market capitalisation grew 53% to AED 390 billion.

Growth was focused on the financial and investment services sector, with the index increasing 170% and 300% on the DFM and ADX respectively.

Financial Markets Index (2005 - June 2014) 350 300 250 200 150 100 50 0 Apr-05 Apr-06 Apr-07 Apr-08 Apr-09 Apr-10 Apr-11 Apr-12 Apr-13 Apr-14 Aug-05 Dec-05 Aug-06 Dec-06 Aug-07 Dec-07 Aug-08 Dec-08 Aug-09 Dec-09 Aug-10 Dec-10 Aug-11 Dec-11 Aug-12 Dec-12 Aug-13 Dec-13

Abu Dhabi Index Dubai Index

Source: Thomson Reuters

Inflation

The overall Consumer Price Index (CPI) for the UAE reached 118 in 2013, representing a 1.1% increase Y-o-Y. The rates of inflation have increased following years of stability in the aftermath of the financial crisis. The latest data from the National Statistics Center reveals that CPI levels in H1 2014 reached 119.8; a 2% increase from H1 2013 levels.

Education was the key driver of consumer inflation in the UAE, increasing 4.5% Y-o-Y in the first half of 2014, followed by furniture and household goods (+4% Y-o-Y). Rising inflation is expected to continue in 2014, as the sharp increase in housing costs over the last couple of years feeds through to the official inflation indices. The International Monetary Fund recently estimated overall 2014 inflation figures at 4.4% on the back of the property market rebound and the strength of the trade, transport and tourism sectors.

UAE CPI & Inflation Rate Main Groups H1 2013 H1 2014 Inflation Rate (%) All Items 117.5 119.8 2.0% Education 145.0 151.5 4.5% Furniture & Household Goods 126.4 131.2 3.8% Housing 107.9 110.4 2.3% Food & Soft Drinks 138.2 141.2 2.2% Beverages & Tobacco 143.8 146.2 1.7% Miscellaneous Goods & Services 123.8 125.5 1.4% Restaurants & Hotels 139.7 141.3 1.1% Transportation 119.9 121.1 1.0% Recreation & Culture 115.5 116.3 0.7% Textiles, Clothing & Footwear 108.8 109.5 0.6% Communications 98.1 98.5 0.4% Medical Care 107.5 107.3 -0.2%

Banking Activity

Confidence in the banking sector led to a 7.8% increase in commercial bank assets to AED 1.7 trillion by the end of 2012. The Central Bank further reveals that the value of deposits rose to AED 1.1 trillion, representing a 9% Y-o-Y increase, thus improving UAE bank liquidity positions. Despite that, credit growth remains weakened by large provisioning requirements and tighter lending regulations.

According to the Central Bank’s 2012 Annual Report, bank loans witnessed a c.3% increase in 2012, recording AED 1 trillion by year end. On a sector split, bank loans to the real estate sector grew 5.4% in 2012 to reach AED 254 billion. Loans to companies grew at a marginal 0.9% to AED 395 billion, bank loans to the government increased by 18.5% to AED 123 billion, and total personal loans increased by 3.5% reaching AED 261 billion.

6.8 Dubai Retail Overview Introduction

Dubai has successfully positioned itself as the leading retail destination within the MENA region. There are two primary drivers of the retail market in Dubai, spending from local residents and spending from tourists, and both of these sectors are forecast to experience significant growth over the next 5 years.

The UAE economy has grown at a rapid rate over the past 5 years and this has resulted in strong growth in both population numbers and income levels of residents (thereby boosting retail spending potential). The population of the UAE is estimated to be in excess of 9 million, of which 2.2 million resided in Dubai in 2013 (Oxford Economics).

The demographic structure of the UAE is extremely conducive to retail spending, with a relatively young demographic (with 66% in the 20-39 age group) and high net income per capita (estimated to be around USD 39,000 per person in 2013 – BMI).

The retail sector also benefits directly from high levels of spending from visitors, with Dubai successfully pioneering the concept of retail tourism over the past 10 years. The city’s retail offer continues to be a major factor contributing to the growth in tourist arrivals (which exceeded 11 million in 2013). The government remains firmly committed to supporting this sector of the economy, with initiatives such as the Dubai Shopping Festival & Dubai Summer Surprises.

The retail landscape of the city has changed dramatically over the past 20 years, during which time a wide range of attractive retail malls and other attractions have been developed. Dubai currently houses 40 retail malls over 10,000 sq m providing a total of around 2.8 million sq m of mall based retail space, around 1.3 sq m per resident.

The prospects for the retail industry in Dubai remain strong, with forecasts of continued growth in both tourist arrivals (from 13 million in 2013 to 20 million in 2010 – DTCM) and spending by the resident population (up from USD 208 billion in 2013 to USD 348 billion by 2018 – BMI). Continued government support for the retail market also appears likely.

The major risks facing the retail industry include a potential escalation of geo political tensions (e.g. Iraq or Syria) having an adverse impact upon oil production and therefore regional revenues. On the domestic front, there will inevitably be more competition between malls (which will lead to increased cannibalisation of spending) and the concentration of retailing in the dominant malls (e.g. Dubai Mall and the Mall of the Emirates) poses a potential threat to smaller centers.

Retail spending and demand

Spending by local residents

According to research from Business Monitor International (BMI), total household spending by UAE residents amounted to some USD 208.8 billion in 2013.The following chart provides a break-down of this spending and shows that the three largest components are housing (37.4%), food (13.8%) and transport (10.7%).

Total spending by UAE residents is expected to increase by around 10% pa over the next 5 years to around USD 347 billion by 2018. The importance of this sector is reflected by its increase from around 49% of total GDP in 2013 to more than 58% of GDP by 2018. This clearly creates a very attractive backdrop for the retail industry and is the major driver of demand for retail real estate.

Estimating Dubai’s share of the total retail spending is difficult, as there is limited data on spending released at the Emirate level. According to Oxford Economics the 2013 population of Dubai stood at around 2.2 million (22% of UAE total). Assuming uniform spending patterns across the UAE, would result in total spending of around USD 48.1 billion from Dubai residents.

UAE Total Household Spending (2013)

3% 3% 1% 4% Housing and utilities spending Food and non-alcoholic drinks Spending 4% Transport spending 38% 7% Other Clothing and footwear spending Communications spending 7% Furnishing and home spending Education spending

8% Restaurants and hotels spending Recreatioin and Culture spending Health spending 11% 14%

Source: Business Monitor International

Spending by visitors to Dubai

The Dubai retail market benefits from high levels of spending from visitors to the Emirate. These visitors comprise two major groups, those from overseas (most of whom enter through the Dubai International Airport) and those living in the surrounding Emirates (and adjoining nations such as Oman), the majority of whom travel to Dubai by Road.

Dubai has pioneered the concept of Retail tourism and much of the retail infrastructure within the city has been developed to attract external visitors as well as residents of Dubai. The Dubai Shopping Festival is one of the major events on the Dubai calendar (running during January and February each year). Dubai Summer Surprises, is a more recent edition to the calendar, attracting many visitors during the otherwise quieter summer months.

In addition to international and tourists coming to Dubai, many residents of other Emirates within the UAE visit retail Malls within Dubai. These numbers are the highest during the weekends, as families spend time shopping, dining or just enjoying the wide range of Family Entertainment Centres (FEC) available within malls in Dubai.

Although the retail offering of other parts of the UAE are improving, Dubai offers by far the strongest retail infrastructure with a much wider variety of large and smaller niche retail destinations that are likely to attract significant levels of spending from elsewhere in the UAE over the next five years.

Dubai is in many ways a unique retail market, depending as it does so heavily on spending from non-residents. While many of the smaller neighbourhood and convenience centers are targeting spending from residents of Dubai, large regional malls (e.g. Dubai Mall and Mall of the Emirates) as well as specialist F& B destinations (such as Souk Al Bahar and Madinat Jumeirah) attract a significant proportion of their spending from those resident outside of Dubai.

There is no comprehensive published data on how much visitors to Dubai spend in the city’s retail malls. Data from the MasterCard Global Destination Index, suggest that visitors to the city spent over USD 10 billion in Dubai in 2013 and it is logical to assume that a significant amount of this spending occurred in retail malls.

Retail turnover

Clearly not all of the spending by residents of the UAE or tourists to the country noted above will be undertaken in a retail environment There is no official published data on retail spending and turnover published for either the whole of the UAE or for Dubai, but data from Euromonitor International suggests that spending in retail stores across the UAE totaled around USD 25.6 billion in 2013. This represents around 12% of the total spending of households on all goods and services.

The data from Euromonitor International shows that spending in retail stores in the UAE grew rapidly (at more than 10% pa) from USD 6.8 billion in 1999 to around USD 20.8 billion in 2008. Since this time, the rate of growth has declined somewhat but sales have continued to increase by a CAGR of 4.2% to USD 25.6 billion in 2013. This represents total spending in retail outlets of around USD 3,000 per capita in 2013. Spending in retail outlets in the UAE is expected to increase, with Euromonitor International forecasting total spending in the order of USD 31.1 billion by 2018, which represents a CAGR of 4.0%.

While the stock of retail floor space has also increased across the UAE in recent years, the pace of new development has not kept pace with sales growth, resulting in average turnover per sqm of retail floor space increasing from USD 4,600 per sqm in 2008 to around USD 4,800 in 2013 according to Euromonitor International. This trend is also expected to continue with Euromonitor International forecasting turnover of USD 5,100 per sqm of retail space by 2018. Luxury retailers achieved the highest level of turnover in 2013 (at more than USD 13,000 per sqm, while both apparel and footwear and electronics retailers averaged more than USD 6,000 per sqm, with grocery retailers averaging slightly less than the industry average (around USD 4,600 per sq m).

Source: Euromonitor International Source: Euromonitor International

There is no detailed data available on the performance of retail stores in Dubai compared to other parts of the UAE but anecdotal evidence would suggest that sales per sq m are probably higher in Dubai than elsewhere in the UAE, suggesting that occupancy cost (i.e. base rent and turnover) is higher. Projections for further growth in both total retail spending and the turnover per sq m of retail floor space are based on positive assumptions in respect of the following indicators:  Forecast growth in Dubai’s economy, leading to more employment.  Increased population due to natural growth of Emirati population and higher employment levels attracting further expatriate population.  Increased income levels across both local and expatriate residents.  Continued government support to improve the city’s retail offer and further enhance Dubai’s position as the prime retail destination within the MENA region.  Increase in domestic and international tourist numbers as a function of Government plans and actions in line with DTCM objective of attracting 20 million visitors per annum by 2020.  Opening of the new Al Maktoum International Airport to passengers as well as continued rapid development of Abu Dhabi airports, which will be significant entry points for tourists visiting Dubai.  Further investment in hospitality and retail infrastructure with spending a number of key initiatives being progressed by success of Dubai in securing Expo 2020.  Expansion plans of retail brands seeking to explore new business opportunities and use Dubai as a base for regional expansion plans.

Current Stock and Future Supply

Another unusual feature of the Dubai retail market is the dominance of retail malls rather than more informal retail formats. This is explained by a combination of the harsh climate and the relatively recent development of the market during the era of the mall.

The stock of space within retail malls has more than doubled over the past 8 years, from 1.35 million sq m in 2005 to more than 2.86 million sq m at the end of 2013.

There is currently around 1.3 sq m of mall based retail space per capita in Dubai. This is the highest level of supply in the Middle East and is above the international benchmark of 1.1 sq m per capita, identified by the

International Council of Shopping Centres (ICSC). The higher than average retail floor space is supported by the significant level of tourist spending in Dubai.

The last major addition to supply being Mirdif City Centre in 2010. Since this time, there has been a relatively small amount of additional supply completed, with just 90,000 sq m completing over the past 2 years (2012 /2013) as developers have switched their attention to extensions to existing centres or smaller community and neighbourhood malls

Around 47,800 sq m of retail space was completed in 2013 with the completion of the first phase of Meeras’s Citywalk and phase 2 of the Al Ghurair City project in Deira. The only completion in 2014 to date has been a small F & B project by Meeras at JBR (comprising just 8,400 sq m).

There are currently only 4 small projects scheduled to complete in 2014, with a total of less than 31,000 sq m. These comprise three neighbourhood malls and an expansion to the existing Mall of the Emirates. Supply levels are expected to increase again in 2015 and 2016, with a total of more than 750,000 sq m of potential new supply announced, of which around 460,000 sq m is currently under construction.

Classification of Retail Centres is based upon Urban Land Institute (ULI) definition, based on their GLA: • Super Regional Malls have a GLA of above 90,000 sq m

• Regional Malls have a GLA of 30,000 - 90,000 sq m • Community Malls have a GLA of 10,000 - 30,000 sq m • Neighbourhood Malls have a GLA of 3,000 - 10,000 sq m • Convenience Malls have a GLA of less than 3,000 sq m

The below table shows a selection of the major retail projects that have been completed since 2009:

Completed in 2009 Type Retail GLA (sq m) The Walk Regional 73,026 Oasis Mall Regional 55,741 Arabian Plaza Community 29,980 Completed in 2010 Type Retail GLA (sq m) Mall of the Emirates - Extension Super Regional 10,409 Mirdiff City Centre Super Regional 196,000 Sunset Shopping Mall Community 10,748 Etihad Mall, Muhaisnah 1 Regional 36,117 Al Khail Hyper Market - AL Quoz Neighborhood 4,182 Completed in 2011 Type Retail GLA (sq m) Al Barsha Mall - Al Barsha II Regional 73,680 Bay Avenue Community 15,258 Canal Promenade - Dubai Sports City Convenience 2,602 Currency House - DIFC Convenience 2,323 Deira City Centre - Phase 2 Super Regional 2,788 Index - DIFC Neighborhood 8,064 Limestone House - DIFC Neighborhood 3,996 Uptown Motor City - Dubai Land Community 11,896 Wasl Square Neighborhood 5,576 Completed in 2012 Type Retail GLA (sq m) Royal Mall (J3 Mall) Neighborhood 5,000 Madina Mall Regional 37,161 Completed in 2013 Type Retail GLA (sq m) Citywalk - Phase 1 Community 12,800 Al Ghurair City- Phase 2 Super Regional 35,000

The table below shows a selection of the projects that are currently under construction or announced for completion over the next two years.

Future Projects Type Retail GLA (sq m) Completion Year Jumeirah Park Community Centre Community 10,600 2014 Discovery Gardens Retail Centre Neighbourhood 8,700 2014 Development across Wild Wadi Water Park) Neighbourhood 7,000 2014 Mall of the Emirates Ext. 2 (Phase 1) Super Regional 4,600 2014 Dragon Mart - Phase 2 Super Regional 100,000 2015 Agora Mall, Jumeirah Regional 67,400 2015 Ibn Battuta Mall Phase II Regional 17,000 2015 Community Centre in International City Neighbourhood 7,300 2015 The Pointe Regional 136,000* 2016 Citywalk- Phase 2 Super Regional 200,000 2016 The Dubai Mall - Phase 2 Super Regional 60,000 2016 Art Centre Regional 32,500 2016 Nakheel Mall / Palm mall Super Regional 418,000 2016 *This includes retail, dining & entertainment Source: JLL

While enclosed malls will continue to account for the majority of modern retail floor space in Dubai, outdoor shopping spaces are gaining popularity. In addition to The Beach on JBR, Meraas are expected to complete Phase 2 of The City Walk in 2016, and Nakheel have announced plans to develop The Pointe on The Palm Jumeirah, with all these projects including significant outdoor components.

In addition to those listed in the table above, there are numerous other retail projects scheduled for delivery between 2017 and 2020. Emaar are targeting a total of up to 2 million sq m, with Nakheel targeting up to 1 million sq m of space by 2020. Dubai Holdings (DH) have also recently announced a proposed new super regional mall to be called the Mall of the World. While there are few details of the timeframe or the exact size of this project have been released, the initial announcement suggests a total retail area of around 8 million sq.ft (743,000 sqm) making it the largest retail mall in the world.

These ambitious expansion plans indicate the confidence of major local retail players in the Dubai retail market on the back of continued growth in sales and turnover levels.

Performance Indicators

Vacancies for line stores in malls in Dubai have declined in recent months, with JLL estimating that around 8% of line stores in established malls were vacant at the end of Q2 2014. With some of the better performing malls recording virtually no vacancies (with a waiting list for units that do become vacant in some malls), there has been an increase in average rentals recorded.

With the primary Super Regional Malls offering very limited vacant space, retailers are now shifting their offerings to community centres. As demand has increased for these, rental values are improving for both primary and secondary community centres.

The retail sector in Dubai remains extremely asset specific, with a wide range of rentals being achieved both between malls and even within the same mall (according to the status of the retailer and the specific location of the unit within the mall). JLL therefore quote a range of estimated rental values for different sized malls.

Estimated Rental Values (ERV’s) – Dubai

AED / sq m Q1 2014

Primary Secondary

Super Regional 4,800-9,100 1,100-3,400

Regional 1,400-3,400 1,000-2,400

Community 2,400-2,800 1,300-1,350

Neighbourhood 2,600-3,300 1,100-1,250

Convenience 1,800-3,000 1,350-1,475

*These figures represent base rents. Most malls operate on the basis of base rent plus turnover Source: JLL

These rentals represent the typical open market net rent that could be expected for a notional line store of 100 sq m situated on the major trading level of different sized malls. These comprise the ‘base rent’ with many malls also applying a turnover figure in addition to the base rent.

Given the wide range of rents between malls, calculating an average figure is problematic. Such an exercise does however provide a useful indication of how rental levels have changed over time. The average base rent for line stores in primary super regional malls in Dubai is estimated to be around AED 7,000 sq m, while the average in secondary super regional malls is around AED 2,250 sq m.

The following graph shows how rentals have increased much more quickly in primary malls over the past 3 years, with these malls now achieving average base rentals well above the malls prime units in the most popular malls can command rentals of more than AED8,000 sq m.

8,000 Dubai Retail Rents Q1 2009 – Q2 2014

7,000 6,000

5,000

4,000

AED AED sq m 3,000 2,000 1,000

Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Primary Secondary

Note: Chart shows mid-point ERV for an in-line store in a basket of Primary and Secondary Super Regional shopping malls. The rent quoted reflects a notional “standard” line store unit of 100 sq m. Source: JLL, Q2 2014

Summary of Dubai Retail Market Conditions (Q2 2014)

Indicator Level Comment / Outlook

Current Retail Space (GLA) 2,873,000 sq m Q2 2014 saw no new additions to the retail stock in Dubai

Future Supply (2014 – 2016) 496,000 sq m The main retail completions for 2014 will be Jumeirah Park Community Centre and the Discovery Gardens Retail Centre, both by Nakheel; the expansion of the Mall of the Emirates & Dubai Mall; phase 2 of Dragon Mart & Nakheel Mall on Palm Jumeirah

Average Retail Rents in Primary AED 7,700 / sq m Rents of prime units in better performing centers Malls AED 2,360 / sq m have improved in Q2 2014. Rental growth is Average Retail Rents in expected to continue in 2014 in most primary and Secondary Malls modern secondary malls.

Average Regional Mall Vacancy 8% Citywide retail vacancy is estimated to have dropped slightly to 8% in Q2 2014 as demand for retail space remains strong and large primary centres are almost fully occupied.

Future Outlook - Dubai Retail Market

Retailing has been one of the major drivers of growth in the Dubai economy over the past 10 years and there is little doubt that this trend will continue. Dubai serves as a high order retail center for many visitors from around the region and beyond and therefore supports far more retail floor space than other global cities of comparable size. The retail sector looks likely to expand further as Dubai enhances its position as a retail destination over the next five years

The following table summarizes the likely drivers of future growth in the Dubai retail market over the next 5 years and highlights those factors that could impact on the performance of the overall markets and that of specific retail assets.

Growth Drivers Risks Real GDP for UAE to increase by 4.0% pa (2013-2018) – Economic downturn due to external economic or geo Oxford Economics political events Resident spending to increase by 10.4% pa (2013 to 2018) - Slowdown in economic growth could negatively impact BMI household spending and consumption Tourist arrivals to increase from 11 million in 2013 to 20 million Downtown in tourist arrivals – most likely due to in 2020 (Dubai Tourism & Commerce Marketing ) external shock factor or increased competition from other ME destinations Retail turnover to increase by 4.0% (CAGR) 2013-2018 Lower than forecast turnover increase if Dubai Euromonitor International economy were to correct significantly before 2020 – most likely due to external shock Increased retail floor space will enhance Dubai’s retail offer Dubai already has high level of retail floor space per and status capita (1.35sqm). Increased retail floor space could exceed demand and result in stronger competition between centers

6.9 Comparable Retail Outlets Yas Mall (Abu Dhabi)

General Information Type of Shop Rents(AED/sqm)

Type Super Regional General 3,900 - 4,900

Developer Aldar Properties F&B 3,200 - 4,300

Opening year 2014(f) Anchors 1,300 - 1,900

Entertainment 1,400 - 2,000

Indicators Electronics & Household 3,200 - 4,100

Occupancy Rate (%) 60% Clothing & Accessories 4,800 - 6,400

Area ( GLA) (sqm) 235,000 Health & Beauty

Footfall (millions) 14(f) Source : BMI International, JLL Retail

Location Map Illustrative Images

Commentary  Comparable to The Dubai Mall due to the scale, brand mix and significant tourist attractions.

 Yas mall is located on Yas island, a mixed use development consisting of several tourist attractions like the Yas Marina Circuit, Ferrari World and the Yas Water World.

 Yas Island also offers 7 hotels including the Yas Viceroy.

 Construction of Yas Mall is now complete and the handover of units to tenants for fit-out has begun.

 The opening will coincide with the final race of the 2014 Formula One Championship.

 Yas Mall will be Abu Dhabi’s largest shopping mall and the UAE’S second largest after Dubai Mall.

Key Tenants  Geant/ Debenhams/ Centrepoint/ Home Centre/ Emax/ Zara/ H&M

Mall of the Emirates

General Information Type of Shop Rents(AED/sqm)

Type Super Regional General 8,100

Developer Majid Al Futtaim F&B 10,700 - 13,000

Opening year 2005 Anchors 1,500 - 2,500

Entertainment

Indicators Electronics & Household

Occupancy Rate (%) 98% Clothing & Accessories 5,000 - 6,000

Area ( GLA) (sqm) 234,490 Health & Beauty 5,000 - 6,000

Footfall (millions) 36 Source : MAF Annual Report and JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to The Dubai Mall due to the scale, brand mix and significant tourist attractions.

 Mall of the Emirates is the first super regional mall in the region.

 The first extension of the mall. The Fashion Dome, was completed in 2010.

 Redevelopment project under the name ‘Evolution 2015’ is currently underway and includes a new fashion district, sports & leisure precinct, new dining concepts, expansion of VOX cinemas. Phase 1 of the project, the fashion district (AED 100 million), was unveiled in Feb 2014.

 Directly linked to the mall are the 5-star Kempinski & Sheraton hotels.

 The Mall Includes a 22,500 sq m indoor ski facility, ‘Ski Dubai’

Key Tenants

 Carrefour/ Debenhams/ Harvey Nichols/ Centerpoint/ DUCTAC

Mirdif City Centre

General Information Type of Shop Rents(AED/sqm)

Type Super Regional General 2,700

Developer Majid Al Futtaim F&B 3,500 -7,100

Opening year 2010 Anchors 1,000 - 1,500

Entertainment

Indicators Electronics & Household

Occupancy Rate (%) 95% Clothing & Accessories 2,800 - 3,100

Area ( GLA) (sqm) 196,000 Health & Beauty 3,800 - 4,200

Footfall (millions) 19.6 Source : MAF Annual Report and JLL Retail

Illustrative Images Location Map

Commentary

 Comparable to The Dubai Mall/Dubai Marina Mall due to the scale/‘local community’ target market.

 Mirdif City Center has a variety of attractions including Playnation, Little Explorers, Magic Planet and iFly.

 Due to its location, Mirdif City Centre also targets visitors from the northern Emirates.

 It was announced in Feb 2014 that the mall is to get its own Metro station as part of plans to extend the network.

 At the 2010 GCC Construction Week Awards, the mall was awarded ‘Best Commercial Project in the GCC’ for being the first LEED Gold Standard Shopping Center in the region.

Key Tenants

 Carrefour/ Sharaf DG/ H&M/ Magrudys/ Debenhams/ Paris Gallery

Dubai Festival City

General Information Type of Shop Rents(AED/sqm)

Type Super Regional General 1,851

Developer Al Futtaim Group F&B 2,700

Opening year 2007 Anchors 1,300

Entertainment 448

Indicators Electronics & Household 300

Occupancy Rate (%) 87% Clothing & Accessories 2,500

Area ( GLA) (sqm) 130,317 Health & Beauty 2,600

Footfall (millions) 10 Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to The Dubai Mall/Dubai Marina Mall due to the scale/‘local community’ target market.

 The Center is part of Festival City, which is one of the largest mixed use developments in Dubai.

 The Development includes two hotels, InterContinental and Crowne Plaza and a long term stay serviced apartment complex all alongside the creek with waterfront views.

 The Center features a Marina Restaurant Pavilion, including a wide variety of international cuisines overlooking the waterfront.

 Several concerts and international artists perform at Dubai Festival City annually.

Key Tenants

 Hyper Panda/ Ikea/ Ace / Marks and Spencer/ Paris Gallery/ Plug Ins

Deira City Centre

General Information Type of Shop Rents(AED/sqm)

Type Super Regional General 4,800

Developer Majid Al Futtaim F&B 5,000 - 6,000

Opening year 1995 Anchors 1,000 - 1,500

Entertainment

Indicators Electronics & Household

Occupancy Rate (%) 98% Clothing & Accessories 3,000 - 4,000

Area ( GLA) (sqm) 132,835 Health & Beauty 3,000 - 4,000

Footfall (millions) 21 Source : MAF Annual Report and JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to The Dubai Mall/Dubai Marina Mall due to the scale/'local community' target market.

 The construction of phase two of Deira City Centre was completed in 2011.

 It was the first of the Majid Al Futtaim Group shopping malls to open in Dubai.

 The Mall offers a Pullman Hotel which is centrally located and is very close to the Dubai International Airport.

 Deira City Centre was one of the first large scale, mixed use shopping destinations, complete with retail outlets, restaurants, entertainment facilities and a hotel to be developed in the Middle East and UAE..

Key Tenants

 Carrefour/ Iconic/ Debenhams/ Paris Gallery/ Marks and Spencer/ Zara/ Sharaf DG/ Virgin Megastore

Ibn Battuta Mall

General Information Type of Shop Rents(AED/sqm)

Type Super Regional General 3,200

Developer Nakheel F&B 5,400 – 10,800

Opening year 2005 Anchors 300 – 1,500

Entertainment 1,600

Indicators Electronics & Household 3,800

Occupancy Rate (%) 95% Clothing & Accessories 4,300-5,400

Area ( GLA) (sqm) 111,524 Health & Beauty 3,800-5,400

Footfall (millions) 12 Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to The Dubai Mall/Dubai Marina Mall due to the scale/'local community' target market.

 The mall is themed on the journeys of Ibn Battuta, the 14th Century Arabic explorer, with each region - Andalusia, Tunisia, Egypt, Persia, India and China -reflected in the architecture and theme of the mall's six courts.

 The new expansion will see the mall adding 28,000 sqm of total retail area, with leasable area of 17,000 sqm, adding 150 new shops to the existing complex. Completion planned for 2015.

 Nakheel signed an agreement with UK-based Premier Inn for its hotel at Ibn Battuta Mall. The 372-room hotel will feature F&B outlets, a rooftop swimming pool and gym, and will be linked to the Dubai Metro station and the mall via a pedestrian bridge. Opening date is set for 2016. .

Key Tenants

 Geant/ Sharaf DG/ Magrudys/ Debenhams/ Paris Gallery

Oasis Centre

General Information Type of Shop Rents(AED/sqm)

Type Regional General 2,400

Developer Landmark Group F&B

Opening year 2009 Anchors

Entertainment

Indicators Electronics & Household

Occupancy Rate (%) 95% Clothing & Accessories

Area ( GLA) (sqm) 55,741 Health & Beauty

Footfall (millions) Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to Dubai Marina Mall/Community Centres portfolio due to the scale/'local community' target market.

 Oasis Centre was developed by Landmark Group.

 In 2005, the original Oasis Center was destroyed by a large fire. The new larger mall was rebuilt and opened in 2009.

 The mall's strength lies in multiple and diverse anchor stores..

Key Tenants

 Carrefour/ Home Centre/ Splash/ Shoe mart/ Lifestyle/ E-max/ Q Home Décor

Arabian Centre

General Information Type of Shop Rents(AED/sqm)

Type Community General 2,500

Developer Lal’s Group F&B 2,300

Opening year 2009 Anchors 900-1,200

Entertainment 600

Indicators Electronics & Household 1,600

Occupancy Rate (%) 96% Clothing & Accessories 2,200

Area ( GLA) (sqm) 29,980 Health & Beauty 2,000

Footfall (millions) 5.8 Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to Dubai Marina Mall/Community Centres portfolio due to the scale/'local community' target market.

 Arabian Center was built by the Lals Group and the construction was completed in 2009.

 Although Arabian Centre is essentially a community mall, serving the needs of residents in its nearby communities, it also targets tourists and people from other areas.

Key Tenants

 Lulu/ Cinemacity/ Fun City/ Daiso/ Homes R US/ H&M/ Red tag/ Matelan

Mercato Mall

General Information Type of Shop Rents(AED/sqm)

Type Community General 2,800

Developer Al Zarooni Group F&B 2,600

Opening year 2002 Anchors 1,400

Entertainment 900

Indicators Electronics & Household 1,400

Occupancy Rate (%) 95% Clothing & Accessories 2,700

Area ( GLA) (sqm) 22,955 Health & Beauty 2,800

Footfall (millions) 4.5 Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to Dubai Marina Mall/Community Centres portfolio due to the scale/'local community' target market.

 Located on Jumeirah Beach Road, Mercato is essentially a community mall serving the needs of residents in its nearby communities. However it also targets tourists and people from other areas given its distinctive architecture.

 The mall is established around a Renaissance architectural concept, capturing a blend of Tuscan and Venetian features.

 The internal design/layout of the mall is not optimal; there are several dead zones with minimal footfall located throughout the shopping environment. .

Key Tenants

 Spinneys/ Virgin Megastore/ Fun City/ Areej

Times Square Centre

General Information Type of Shop Rents(AED/sqm)

Type Community General 1,300

Developer Sharaf Group F&B 2,000-2,200

Opening year 2007 Anchors

Entertainment

Indicators Electronics & Household 1,300-1,400

Occupancy Rate (%) 85% 1,300-1,500 2,700

Area ( GLA) (sqm) 20,454 1,300-1,500 2,800

Footfall (millions) Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to Dubai Marina Mall/Community Centres portfolio due to the scale and 'local community' target market.

 Times Square Centre was developed by Sharaf Group and the construction was completed in 2007.

 While other malls compete for shoppers with retail space, Times Square Centre increases footfall with Dubai's only ice lounge, Chill Out.

 It is a rather small shopping centre, with few, but useful, stores.

Key Tenants

 Spinneys/ Chillout/ Sharaf DG/ Adventure HQ

City Walk

General Information Type of Shop Rents(AED/sqm)

Type Community General 3,200-3,800

Developer Meraas Holding F&B 3,500-4,000

Opening year 2013 Anchors n/a

Entertainment n/a

Indicators Electronics & Household 1,300-1,400

Occupancy Rate (%) 100% 1,300-1,500 3,000-4,000

Area ( GLA) (sqm) 10,000 1,300-1,500 3,000-4,000

Footfall (millions) Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to properties in the Marina Walk and Boulevard portfolios due to the nature of the development (tenant mix and design) and 'local community' target market.

 Developed by Meraas Holding, Citywalk is a new outdoor lifestyle concept launched in 2013, consisting of retail, hospitality and family entertainment outlets.

 Once complete, the entire development will span an area of 13,000 sqm. Currently, phase 1 includes 350 m of uninterrupted retail frontage, along with a tree-lined walk designed to look like European streets.

 The second phase of Citywalk is currently under construction and is expected to be completed by Q2 2015.

Key Tenants

 Spinneys/ Sephora

Jumeirah Beach Residences

General Information Type of Shop Rents(AED/sqm)

Type Mixed Use Complex F & B Ground 3,229-3,767

Developer Dubai Properties Group F&B Plaza 1,938-2,153

Opening year 2008 Non F&B Ground 2,368-3,229

Non F&B Plaza 1,615-1,938

Indicators

Occupancy Rate (%)

Area ( GLA) (sqm) 728,000 (The Beach + The Walk)

Footfall (millions) 10 Source JLL Retail

Location Map Illustrative Images

Commentary

 Comparable to Marina Walk and other properties in the Marina Retail portfolio due to the nature of the development (tenant mix and design) and 'local community' target market.

 Stretching 1.7 km long, The Walk is Dubai's first outdoor shopping and dining promenade built in 2008, occupying the ground and plaza levels of the Jumeirah Beach Residences complex.

 Numerous five-star hotels are located along the strip including Sofitel, Movenpick and Hilton (among others).

 The Beach by Meraas Holding, now sits directly on the beachfront adjacent to The Walk. The new development consisting of shops, restaurants and entertainment. Its most prominent feature is an open-air cinema. The level of rental rates achieved on pre-lets have reached up to AED 400 per sq ft.

Key Tenants

 Boutique 1/Paul/The Butcher Shop/ Style Avenue/ Zaatar W Zeit

Map of Comparable Retail Projects in Dubai

Summary of Comparable Retail Outlets

Generally speaking, the only currently completed retail outlet which is somewhat comparable to The Dubai Mall is Mall of the Emirates. However, although Mall of the Emirates has a similar mix of brands, the design and layout of the mall is of a poorer quality and it does not benefit from the tourist attractions and master planned, single ownership nature of the community surrounding the Dubai Mall.

Unlike The Dubai Mall, Yas Mall is located in an area with no immediate catchment. We understand that the tenant mix will be similar to The Dubai Mall and it should benefit from its proximity to the tourists attractions of Yas Marina Circuit, Ferrari World and Yas Water World. A number of other tourist attractions are planned for future development in the area. However, it is currently untested and we do not envisage it providing immediate competition to The Dubai Mall.

It can be concluded that the ‘experience’ of visiting The Dubai Mall is unique, not just regionally but arguably globally.

The remaining retail properties in the portfolio can, broadly speaking, be compared to other regional/community malls in Dubai. Having said that, in our opinion, their location/catchment and the pro-active asset management regime operated by Emaar Malls Group results in the properties providing the best consumer retail experience

and highest grade retail investment product in the UAE market. For example, residents of Dubai recently voted Dubai Marina Mall the best shopping mall in the Emirate.

Souk Al Bahar and Pier 7 offer an almost unique mix of food and licensed entertainment venues in a single location in Dubai. They benefit not only from their proximity to The Dubai Mall and Dubai Marina Mall respectively, but also the local community catchment area and are leisure destinations in their own right.

Gold and Diamond Park is again an almost unique property in Dubai, offering modern jewelry retail space together with ancillary workshops and office accommodation in an easily accessible location within Dubai.

7 Valuation Approach

7.1 Market Value Definition

Our valuations provide an estimate of Market Value, prepared in accordance with the RICS Valuation – Professional Standards (January 2014) (the “Standards”), defined as:

“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”

7.2 Base Rent and Turnover Lease Structure The leases are structured on the basis of a stepped rent which is paid annually in advance on the anniversary of the lease start date. The steps are contractually agreed in the lease. Typically the leases also have a turnover provision which varies for each tenant according to the lease agreement. This turnover provision generates a turnover rent. The turnover rent is calculated based upon a percentage of sales that exceeds the base rent. This percentage is agreed in the lease. Where the turnover percentage exceeds the base rent, turnover rent is payable at the end of each year.

Emaar Malls Group has incorporated a new turnover rent mechanism into new leases granted since 2013. Once the turnover rent payable has been established a fixed percentage (typically 50% or 90%) of this is added to the following year’s base rent. This is called the Effective Base Rent (EBR). The EBR plus the base rent is called the Total Base Rent. As the base rent typically steps up each year due to contractual pre-agreed uplifts, the amount of turnover rent added as EBR is reduced as the fixed stepped increase means the base rent is already higher than in the previous year. This EBR is payable on top of the base rent at the beginning of the year.

7.3 Gross Passing Rent Definition Gross Passing Rent (or “current rent”) is the income receivable at the date of valuation and includes income from the letting of retail units, terraces and storage space, as well as specialty leasing (kiosks, ATMs etc.), multimedia and car parking income and EBR and Turnover rent where applicable. Income is excluded for vacant units or where there is a future lease start date.

7.4 DCF Calculation The Market Value of The Dubai Mall, Dubai Marina Mall, Souk Al Bahar and Gold and Diamond Park have been assessed using the Discounted Cash Flow (DCF) calculation method. This takes into account the agreed rent for the signed leases, the market rent for currently vacant space and estimated rents for re-letting of the space after lease term expiry. This is based upon the Tenancy Schedule, accuracy of which is therefore important and impacts Market Value.

We have calculated the DCF both over a 10-year hold period and assumed a capitalised value based on a stabilised rental income of the property after this period (the exit value). Cash flows for the relevant year are calculated as follows: the Rental Income including (where applicable) Estimated Base Rent and Turnover Income at full occupancy is reduced by the loss of rent due to vacancy. Where applicable income from step

rents at the pre-agreed rent step dates have been added to obtain the Total Gross Revenue. While rents are calculated according to their particular adjustment clauses, operating expenses and capital expenditure have been adjusted according to the change in the Consumer Price Index (CPI) on a yearly basis.

After deduction of the non-recoverable operating expenses (i.e. but not exclusively Management, Chilled Water and Maintenance Costs) and reimbursable expenses (Vacancy Costs), the Net Operating Income (NOI) is determined. In case of vacancy, the reimbursable costs the landlord receives are lower than the amount he has to pay, so that only in this case do Vacancy Costs have an influence on the NOI.

Subtracting the non-operating expenses (such as Leasing Commissions, Tenant Improvements and Capital Expenditures) from the NOI results in the Total net Income.

The resale is calculated based on the Cash Flow of year 11. The resale value takes the Rental Income at full occupancy and subtracts the expenses at full occupancy, resulting in the Stabilised Net Operating Income. This result is capitalised into perpetuity and produces an indication for the resale value. For calculating the sales proceeds at Exit a growth implicit yield has been applied. This Exit Yield is based upon any applicable market transactions or market sentiment pertaining to current market conditions. This yield can then be varied for property specific attributes such as obsolescence, reversionary potential / over-rent, lease expiry profile and any capital enhancement projects factored into the Cash Flow. Only known and confirmed future competition at the valuation date is taken into consideration in the adopted Exit Yield.

Discounting the remaining Cash Flows for the 10-year period and the Net Proceeds from Sale at exit in Year 11 to the valuation date produces the Gross Capital Value. The cash flows calculated across the valuation period are discounted to the valuation date monthly in advance using the market derived discount rate. The discount rate adopted considers the probability of default as well as the security of the forecast for the Cash Flow. Therefore, factors which influence the discount rate include existing terms and conditions of lease contracts and strengths of tenant covenants.

The following yields are inputs/outputs from our discounted cash flow calculation:

 Initial yield: the net passing rent at the date of valuation expressed as a percentage of the net capital value.

 Exit yield: the yield represents the asset as fully let, rental levels at market prices, capital expenditure spent which is included in the cash flow as the asset 10 years older.

 Internal Rate of Return: the unleveraged internal rate of return over the holding period.

7.5 Residual Method of Valuation (applicable to The Dubai Mall Fashion Avenue extension) We have simplified the development timeline for ongoing development projects also known as IPUCs (Investment Property Under Construction) into five stages from the initial stage of site acquisition and/or assembly to the final stage whereby the IPUC is converted to an investment property as a fully let and income producing completed development. These stages are listed below:

Stage 1 - Site Acquisition / Site assembly;

Stage 2 - Planning consent and permits obtained, demolition and construction commences;

Stage 3 - Construction programme underway, agreements for lease in place on % of units;

Stage 4 - Practical completion imminent;

Stage 5 - Conversion from IPUC to Investment Property.

The standard approach adopted for the valuation of IPUCs is the Residual Method of Valuation. Total costs include construction, fees, contingency, finance costs and developer's profit which are deducted from our estimate of the development value upon completion to arrive at a surplus. We refer to this surplus as the residual value; which is the amount that a purchaser would be willing to pay for the site. This applies well to Stage 1 and Stage 2 however can become more complicated as the development progresses.

A standardised approach is therefore important to the valuation of an IPUC throughout the development to ensure that it is only certain variables that can change and not the approach. We continue to value the development in this way throughout Stages 1 to 4. As the development progresses the value of the site (the residual) should increase as remaining costs are reduced, the level of risk and therefore required profit also fall (see Profit on Costs parameters) and the remaining time prior to the IPUC becoming income producing and being converted into an investment property is reduced.

Profit on Cost

The level of profit reasonably required by a purchaser (and therefore reflected in arriving at fair value) will diminish as each stage is passed and the risk associated in realising the value of the completed development is reduced. The amount of profit is typically measured as profit on cost and will be influenced by the level of pre- lets and agreements for lease secured. Typically profit on cost varies between 10% for de-risked 100% pre-let IPUCs and 25% for 100% speculative IPUCs. This assumes a standard retail led development in a viable location with a site free from any contamination or any other onerous factors that may impact negatively upon value.

Profit on cost is expressed as a percentage of total costs including fees, finance costs and site value (residual value) and is the estimated level of profit that a purchaser would reasonably expect to receive in acquiring the IPUC and completing the development. The level of profit may be varied depending on the perceived risks left in the development. Key determinants include the level and quality of pre-lets and that required permits, planning consents and other legal requirements are all in place.

Projected Initial Yield on Completion

The initial yield (net income / gross sale price) is applied to the anticipated income upon completion of the development and reflects current market evidence and sentiment for investment properties. The initial yield assumes the development has been completed and is let in accordance with our assumptions on letting. No allowance has been made to reflect development risk in this yield. The risk to the development is reflected in the % profit required from the development.

Finance Costs

Finance costs adopted will be those available in the financial markets for a developer of similar covenant strength and reputation to Emaar. Finance costs are applied to 100% of the total development costs and it is assumed that this is repaid in full at the end of the construction period. The interest payments are calculated on a monthly basis.

Contingency

Contingency costs are typically adopted as a percentage of the construction costs and fees assumed in the valuation. Typically, 5% is adopted but can be varied to reflect the complexity of development project or if the timescale is longer than normal. As the development nears completion the level of contingency can be reduced. Where construction contracts are turnkey contracts the liability rests with the contractor and so contingency costs may be removed. Where fixed price construction contracts are agreed this can be removed if the contract is considered to completely de-risk the construction costs for the owner / developer.

7.6 Income Capitalisation Approach The Market Value of the Properties located in the portfolios known as Burj District (BD), Marina Retail (MR) and Community Centres (CC) has been estimated using the income capitalisation approach, adopting a term and reversion or hardcore method as appropriate. The former method considers the term income (contractually agreed income) and reversionary income (to market rental levels) on expiry of existing contracts. On reversion, the net operating income is capitalised into perpetuity using a growth implicit yield. The latter method is used for vacant space which is let-up at market rental levels and directly capitalises income in perpetuity using a growth implicit yield

We have modelled our valuation calculations using Argus Valuation Capitalisation software.

Term Income

We have explicitly modelled the rental income, including the fixed annual rental increases over the term of existing lease contracts. In our valuation model, turnover and EBR income has also been applied to the remaining unexpired term of existing lease contracts where applicable.

During the term of existing lease contracts, turnover rent and EBR have been estimated based on the turnover rent and EBR achieved in the year preceding the year of valuation (i.e. 2013). We have applied the actual invoiced turnover and EBR rents provided to us by the Company. We have not made explicit assumptions regarding growth of the turnover rent and EBR over the term of existing leases. Based on our understanding of Emaar’s lease terms, we assume turnover rent and EBR will become a diminishing proportion of the total rental income receivable from tenants as the lease draws closer to expiry.

Reversionary Income

On expiry of existing lease contracts, market rents are applied to the units. Our opinion of market rents are formed from analysis of achievable market rental levels, having regard to achievable rental levels at the Property and also at competing retail schemes.

Where information was available we have also considered the rental uplift which was achieved at the previous lease renewal. Based on our analysis, it appears that Emaar Malls Group was typically able to renew lease terms at significantly higher rental rates. However, local property market dynamics at the time of renewal were in some cases quite different and we have reviewed this information on a case by case basis.

Reversionary turnover rent and EBR has been based on the assumption that the sum of base rent, turnover rent and EBR achieved in the year preceding the year of valuation (i.e. 2013) is the maximum level of income the owner can achieve. Thus, upon expiry of the current lease contracts, the base rent is reviewed to market levels

and the difference between the maximum level of income payable in the previous year and the revised base rent is treated as turnover rent.

On reversion, all future rental, turnover and EBR growth is captured in the growth implicit yield.

Operational Expenses

We have been provided with the information on total operational expenses in respect of the assets and also the level of expenses which the owner can recover from the tenants. We have analysed this data to calculate non- recoverable expenses for each property. We have been advised that leasing fees are included in these expenses, therefore no additional fees have been included in our valuation. We have modelled stabilised non- recoverable expenses and also expenses on vacant units and during expiry void periods in our valuation calculation.

Historic operational expenses have been provided at a portfolio level for Burj District, Marina Retail and Community Centre. Using the information supplied, we have analysed the trends for non-recoverable operating expenses and applied a uniform non-recoverable expense across each of the three portfolios. Generally, the trend shows that an increasing amount of operational expenses are recovered by the property owner.

However, given the limitations of the data provided we have been unable to analyse operational expenses on a property by property basis. We highlight that to an extent, allocation of expenses on this basis is somewhat artificial, driven by the accountancy based information supplied to us. There is a risk that if a detailed analysis of the actual operational expenses for each Property was provided, the value of some Properties could change materially.

Similar issues arise with the data provided for the operational expenses associated with chilled water. In some instances (Marina Retail), chilled water expenses are charged as part of a wider “community charge”. In other instances (Burj District), the data suggests that there is an over recovery of chilled water expenses, again driven by accountancy based information provided to us. We have allocated non-recoverable expenses associated with chilled water on an asset by asset basis but again highlight that if a detailed analysis of the actual operational expenses associated with chilled water for each Property or unit was provided at an asset level, the value of some Properties could change materially.

Based on discussions with Emaar Malls Group, we understand that all leases provide the ability to recover 2.5% of the base rent per annum for contributions to marketing/promotions. This money is in turn fully allocated/spent for marketing expenses. We have therefore assumed that this is cost neutral.

Bad Debts

We are of the opinion that any property owner is likely to suffer some loss of income as a result of bad debts. In our valuation calculation we have made an allowance for bad debts of 1% of Market Rent. However, we do acknowledge that the Properties are currently actively and effectively managed by Emaar Malls Group. The nominal nature of the bad debt provision which we have made reflects this fact.

Voids

We have applied a current void period to the units which are vacant at the date of valuation, reflecting the period over which we believe they will be let-up. Upon the expiry of existing lease agreements we have provided for an expiry void period required for the turnaround of tenants.

During void periods, the Property owner bears the full costs of operational expenses.

Capital Expenditure

We have not explicitly reflected future capital expenditure in our valuation but rather reflected this in the yield applied to the reversionary income.

Yields

As discussed above we have applied yield profiles, subject to the type of income (term income, reversionary income, turnover rent and EBR) and where appropriate, also the lease type ie. longer term leases with fixed rental uplifts have keener yields whereas annually renewable licenses applicable to terrace units, ATM’s, car parking income etc. have softer yield profiles.

Turnover rent and EBR are subject to a variety of macro and micro economic, demographic and asset specific influences. The levels of turnover rent and EBR are mutually dependent. Turnover rent and EBR are therefore considered a more risky income stream and this risk has been reflected in the yield applied to this element of income generated at the Properties (where applicable).

Based on these inputs our model outputs the following yields:

 Initial yield: the net passing rent at the date of valuation expressed as a percentage of the gross capital value.

 Equivalent yield: the weighted average yield based upon the timing of the income received. The equivalent yield is effectively the unlevered growth implicit internal rate of return.

7.7 Liquidity There is limited transaction activity in the Dubai real estate market and this could depress the value of the Property where a rapid disposal is sought or required. Any investment transactions are usually off-market deals and the confidential nature of these can result in inaccurate information about the transaction.

As such values are derived from a combination of market knowledge, investor sentiment towards commercial property and risk-free rates in the region with a build-up to allow for property specific risk factors and characteristics.

In assessing the values of the larger assets we have also considered prime retail yields from a global perspective in both core markets and in other frontier or emerging markets. We have had regard to both the property fundamentals and also the ownership, legislative and perceived systemic risk factors of Property ownership in United Arab Emirates and more specifically Dubai. It is difficult to gauge the full extent of these “emerging market” risk factors and they have the potential to depress or slow the realisation of value from the Properties.

For an asset such as The Dubai Mall the lot size would limit a 100% acquisition of the whole to a very limited number of potential investors. Therefore any acquisition would in all likelihood need to be based on consortiums acquiring shares in the asset or in a form of bond. It is unlikely that any potential investor (consortium) would take on the management of the Mall due to the current performance of existing management and local market expertise required and therefore Emaar would retain any management role. Accordingly ownership would be

both passive and granular. This may result in a complex ownership structure and the investment would preclude bringing in additional management expertise. As a highly successful shopping centre with excellent performance any purchaser would regard there to be limited opportunities in improving the asset from an occupational or operational perspective over the current level of performance. This impacts the yield a purchaser would be willing to pay for The Dubai Mall in particular. The complex ownership and limited opportunity to bring in additional management expertise to the investment are explicit assumptions we have made in arriving at our valuation of The Dubai Mall.

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Appendix A – General Principles Adopted in Preparation of Valuations and Reports

These General Principles should be read in conjunction with JLL’s General Terms and Conditions of Business except insofar as this may be in conflict with other contractual arrangements.

1 RICS Valuation - Professional Standards (January 2014) All work is carried out in accordance with the Practice Statements contained in the RICS Valuation – Professional Standards (January 2014) published by the Royal Institution of Chartered Surveyors, by valuers who conform to the requirements thereof. Our valuations may be subject to monitoring by the RICS. 2 Valuation Basis: Our reports state the purpose of the valuation and, unless otherwise noted, the basis of valuation is as defined in the RICS Valuation – Professional Standards (January 2014). The full definition of the basis, which we have adopted, is either set out in our report or appended to these General Principles. 3 Disposal Costs Taxation and Other Liabilities: No allowances are made for any expenses of realisation, or for taxation, which might arise in the event of a disposal. All property is considered as if free and clear of all mortgages or other charges, which may be secured thereon. No allowance is made for the possible impact of potential legislation which is under consideration. Valuations are prepared and expressed exclusive of VAT payments, unless otherwise stated. 4 Documentation: We do not normally read leases or documents of title. We assume, unless informed to the contrary, that each property has a good and marketable title, that all documentation is satisfactorily drawn and that there are no encumbrances, restrictions, easements or other outgoings of an onerous nature, which would have a material effect on the value of the interest under consideration, nor material litigation pending. Where we have been provided with documentation we recommend that reliance should not be placed on our interpretation without verification by your lawyers. 5 Tenants: Although we reflect our general understanding of a tenant’s status in our valuations, enquiries as to the financial standing of actual or prospective tenants are not normally made unless specifically requested. Where properties are valued with the benefit of lettings, it is therefore assumed, unless we are informed otherwise, that the tenants are capable of meeting their financial obligations under the lease and that there are no arrears of rent or undisclosed breaches of covenant. 6 Measurements: All measurement is carried out in accordance with the Code of Measuring Practice (6th Edition) issued by the Royal Institution of Chartered Surveyors, except where we specifically state that we have relied on another source. The areas adopted are purely for the purpose of assisting us in forming an opinion of capital value. They should not be relied upon for other purposes nor used by other parties without our written authorisation. 7 Estimated Rental Value: Our opinion of rental value is formed purely for the purposes of assisting in the formation of an opinion of capital value. It does not necessarily represent the amount that might be agreed by negotiation, or determined by an Expert, Arbitrator or Court, at rent review or lease renewal. 8 Town Planning and Other Statutory Regulations: Information on town planning is, wherever possible, obtained either verbally from local planning authority officers or publicly available electronic or other sources. It is obtained purely to assist us in forming an opinion of capital value and should not be relied upon for other purposes. If reliance is required we recommend that verification be obtained from lawyers that:- the position is correctly stated in our report; the property is not adversely affected by any other decisions made, or conditions prescribed, by public authorities; that there are no outstanding statutory notices.

Our valuations are prepared on the basis that the premises (and any works thereto) comply with all relevant statutory and EC regulations, including fire regulations, access and use by disabled persons and control and remedial measures for asbestos in the workplace. 9 Structural Surveys: Unless expressly instructed, we do not carry out a structural survey, nor do we test the services and we therefore do not give any assurance that any property is free from defect. We seek to reflect in our valuations any readily apparent defects or items of disrepair, which we note during our inspection, or costs of repair which are brought to our attention. Unless stated otherwise in our reports we assume any tenants are fully responsible for the repair of their demise either directly or through a service charge. 10 Deleterious Materials: We do not normally carry out investigations on site to ascertain whether any building was constructed or altered using deleterious materials or techniques (including, by way of example high alumina cement concrete, woodwool as permanent shuttering, calcium chloride or asbestos). Unless we are otherwise informed, our valuations are on the basis that no such materials or techniques have been used. 11 Site Conditions: We do not normally carry out investigations on site in order to determine the suitability of ground conditions and services for the purposes for which they are, or are intended to be, put; nor do we undertake archaeological, ecological or environmental surveys. Unless we are otherwise informed, our valuations are on the basis that these aspects are satisfactory and that, where development is contemplated, no extraordinary expenses, delays or restrictions will be incurred during the construction period due to these matters. 12 Environmental Contamination: Unless expressly instructed, we do not carry out site surveys or environmental assessments, or investigate historical records, to establish whether any land or premises are, or have been, contaminated. Therefore, unless advised to the contrary, our valuations are carried out on the basis that properties are not affected by environmental contamination. However, should our site inspection and further reasonable enquiries during the preparation of the valuation lead us to believe that the land is likely to be contaminated we will discuss our concerns with you. 13 Insurance: Unless expressly advised to the contrary we assume that appropriate cover is and will continue to be available on commercially acceptable terms, for example in regard to the following: Composite Panels Insurance cover, for buildings incorporating certain types of composite panel may only be available subject to limitation, for additional premium, or unavailable. Information as to the type of panel used is not normally available. Accordingly, our opinions of value make no allowance for the risk that insurance cover for any property may not be available, or may only be available on onerous terms. Terrorism Our valuations have been made on the basis that the properties are insured against risks of loss or damage including damage caused by acts of Terrorism. We have assumed that the insurer, with whom cover has been placed, has been suitably reinsured. Flood and Rising Water Table Our valuations have been made on the assumption that the properties are insured against damage by flood and rising water table. Unless stated to the contrary our opinions of value make no allowance for the risk that insurance cover for any property may not be available, or may only be available on onerous terms. 14 Outstanding Debts: In the case of property where construction works are in hand, or have recently been completed, we do not normally make allowance for any liability already incurred, but not yet discharged, in respect of completed works, or obligations in favour of

contractors, subcontractors or any members of the professional or design team. 15 Confidentiality and Third Party Liability: Our Valuations and Reports are confidential to the party to whom they are addressed and for the specific purpose to which they refer, and no responsibility whatsoever is accepted to any third parties. Neither the whole, nor any part, nor reference thereto, may be published in any document, statement or circular, nor in any communication with third parties, without our prior written approval of the form and context in which it will appear. 16 Statement of Valuation Approach: We are required to make a statement of our valuation approach. In the absence of any particular statements in our report the following provides a generic summary of our approach. The majority of institutional portfolios comprise income producing properties. We usually value such properties adopting the investment approach where we apply a capitalisation rate, as a multiplier, against the current and, if any, reversionary income streams. Following market practice we construct our valuations adopting hardcore methodology where the reversions are generated from regular short term uplifts of market rent. We would normally apply a term and reversion approach where the next event is one which fundamentally changes the nature of the income or characteristics of the investment. Where there is an actual exposure or a risk thereto of irrecoverable costs, including those of achieving a letting, an allowance is reflected in the valuation.

Vacant buildings, in addition to the above methodology, may also be valued and analysed on a comparison method with other capital value transactions where applicable. Where land is held for development we adopt the comparison method when there is good evidence, and/or the residual method, particularly on more complex and bespoke proposals.

There are situations in valuations for accounts where we include in our valuation properties which are owner-occupied. These are valued on the basis of existing use value, thereby assuming the premises are vacant and will be required for the continuance of the existing business. Such valuations ignore any higher value that might exist from an alternative use.

Appendix B – Interpretative Commentary of Market Value

Definition and Interpretive Commentary reproduced from the RICS Valuation – Professional Standards January 2014, VPS 4

Valuations based on market value shall adopt the definition and the conceptual framework settled by the International Valuation Standards Council (IVSC):

Definition

Commentary

 In applying market value, regard must also be had to the conceptual framework set out in paragraphs 31–35 of the IVS Framework, including the requirement that the valuation amount reflects the actual market state and circumstances as of the effective valuation date.  The basis of market value is an internationally recognised definition. It represents the figure that would appear in a hypothetical contract of sale at the valuation date. Valuers need to ensure that in all cases the basis is set out clearly in both the instructions and the report.  Market value ignores any existing mortgage, debenture or other charge over the property.  Notwithstanding the disregard of special value (see definition in paragraphs 44–47 of the IVS Framework) where the price offered by prospective buyers generally in the market would reflect an expectation of a change in the circumstances of the property in the future, this element of ‘hope value’ is reflected in market value. Examples of where the hope of additional value being created or obtained in the future may have an impact on the market value include: – the prospect of development where there is no current permission for that development; and – the prospect of synergistic value (see definition in paragraph 48 of the IVS Framework) arising from merger with another property, or interests within the same property, at a future date.  GN 2, GN 4 and GN 5 contain guidance on the application of market value to the specified types of asset.

The definition of market value shall be applied in accordance with the following conceptual IVS framework: (a) “the estimated amount” refers to a price expressed in terms of money payable for the asset in an arm’s length market transaction. Market value is the most probable price reasonably obtainable in the market on the valuation date in keeping with the market value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of special value; (b) “an asset should exchange” refers to the fact that the value of an asset is an estimated amount rather than a predetermined amount or actual sale price. It is the price in a transaction that meets all the elements of the market value definition at the valuation date; (c) “on the valuation date” requires that the value is time-specific as of a given date. Because markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market

state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made; (d) “between a willing buyer” refers to one who is motivated, but not compelled to buy. This buyer is neither over eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than in relation to an imaginary or hypothetical market that cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present owner is included among those who constitute “the market”; (e) “and a willing seller” is neither an over eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the asset at market terms for the best price attainable in the open market after proper marketing, whatever that price may be. The factual circumstances of the actual owner are not a part of this consideration because the willing seller is a hypothetical owner; (f) “in an arm’s length transaction” is one between parties who do not have a particular or special relationship, eg parent and subsidiary companies or landlord and tenant, that may make the price level uncharacteristic of the market or inflated because of an element of special value. The market value transaction is presumed to be between unrelated parties, each acting independently; (g) “after proper marketing” means that the asset would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the market value definition. The method of sale is deemed to be that most appropriate to obtain the best price in the market to which the seller has access. The length of exposure time is not a fixed period but will vary according to the type of asset and market conditions. The only criterion is that there must have been sufficient time to allow the asset to be brought to the attention of an adequate number of market participants. The exposure period occurs prior to the valuation date; (h) “where the parties had each acted knowledgeably, prudently” presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the asset, its actual and potential uses and the state of the market as of the valuation date. Each is further presumed to use that knowledge prudently to seek the price that is most favourable for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the valuation date, not with benefit of hindsight at some later date. For example, it is not necessarily imprudent for a seller to sell assets in a market with falling prices at a price that is lower than previous market levels. In such cases, as is true for other exchanges in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time; (i) “and without compulsion” establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it. The concept of market value presumes a price negotiated in an open and competitive market where the participants are acting freely. The market for an asset could be an international market or a local market. The market could consist of numerous buyers and sellers, or could be one characterised by a limited number of market participants. The market in which the asset is exposed for sale is the one in which the asset being exchanged is normally exchanged. The market value of an asset will reflect its highest and best use. The highest and best use is the use of an asset that maximises its productivity and that is possible, legally permissible and financially feasible. The highest and best use may be for continuation of an asset’s existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid. The highest and best use of an asset valued on a stand-alone basis may be different from its highest and best use as part of a group, when its contribution to the overall value of the group must be considered.

The determination of the highest and best use involves consideration of the following: (a) to establish whether a use is possible, regard will be had to what would be considered reasonable by market participants, (b) to reflect the requirement to be legally permissible, any legal restrictions on the use of the asset, eg. zoning designations, need to be taken into account,

(c) the requirement that the use be financially feasible takes into account whether an alternative use that is physically possible and legally permissible will generate sufficient return to a typical market participant, after taking into account the costs of conversion to that use, over and above the return on the existing use.

Appendix C – Al Tamimi & Co. Report on Investigations with Dubai Land Department

Valuation Report 21 August 2014 Project Diem V6638

Appendix D – Ernst &Young Report of Factual Findings

August 2014

The Dubai Mall, UAE

Property 1

The Dubai Mall, UAE Property 1 21 August 2014

Contents 1 Executive Summary ...... 2 2 Property Location and Description ...... 4 2.1 Property Location ...... 4 2.2 Property Description ...... 6 2.3 Accessibility ...... 13 2.4 Services and Utilities ...... 13 2.5 SWOT Analysis ...... 14 3 Property Critique ...... 15 3.1 Competition ...... 15 3.2 Retailer Performance ...... 15 3.3 Asset Management ...... 17 4 Investigations ...... 19 4.1 Nature and sources of information relied upon ...... 19 4.2 Title and Tenure ...... 19 4.3 Planning and Building Regulations ...... 19 4.4 Occupational Tenancies ...... 20 5 Income Analysis ...... 21 5.1 Tenancy Overview ...... 21 5.2 Base Rent and Turnover Lease Structure ...... 21 5.3 Turnover Rent ...... 21 5.4 Other Income ...... 21 5.5 Income Analysis ...... 21 5.6 Average Weighted Unexpired Lease Term ...... 22 5.7 Centre Vacancy ...... 22 5.8 Outstanding Incentives ...... 22 6 Market Rent Analysis ...... 23 6.1 Rental Evidence ...... 23 6.2 Opinion of Market Rent ...... 23 6.3 Rental Reversions ...... 23 7 Valuation Methodology...... 24 7.1 Method of Valuation ...... 24 7.2 Valuation Assumptions ...... 24 7.3 Fashion Avenue Extension Development Overview ...... 28 8 Market Value ...... 31 8.1 Opinion of Market Value of Standing Asset...... 31 8.2 Opinion of Market Value of Extension ...... 31 8.3 Disclosure ...... 31 Appendix A – The Dubai Mall Floor Plans ...... 32 Appendix B – Fashion Avenue Extension Floor Plans ...... 36 Appendix C – Title Deed ...... 43 Appendix D – Site Plan ...... 44

The Dubai Mall, UAE Property 1 21 August 2014

1 Executive Summary

Property Name/Address: The Dubai Mall, Downtown Dubai, Dubai, UAE.

Property Inspection: The Property was inspected on 13 May 2014 by Simon Brand FRICS, Head of Valuation Advisory MENA and Christian Luft MRICS, Director, both internally and externally. The Property was inspected on a visual basis only.

Basis of Value: We have provided our opinion of the Market Value of the Property including the Fashion Avenue extension.

Key Valuation Gross Passing Operational Initial Occupancy Market Rent Consideration including Rent Expenses Yield IRR (%) (%) (AED pa) Fashion Avenue (AED pa) (AED pa) (%) Extension: 1,993,686,188* 85% 2,160,173,071** 208,199,102 5.19% 9.45%

The Dubai Mall, UAE Property 1 21 August 2014

Key Valuation Gross Passing Operational Initial Occupancy Market Rent Consideration excluding Rent Expenses Yield IRR (%) (%) (AED pa) Fashion Avenue (AED pa) (AED pa) (%) Extension: 1,993,686,188* 99% 1,533,207,754** 208,199,102 5.95% 8.92%

Date of Valuation: 30 June 2014

Market Value including AED 34,400,000,000 Fashion Avenue (THIRTY FOUR BILLION, FOUR HUNDRED MILLION UAE DIRHAMS) extension: In line with local market practice, no deduction has been made for purchaser’s costs, cost of

realisation or taxation. Market Value excluding AED 29,650,000,000 Fashion Avenue (TWENTY NINE BILLION, SIX HUNDRED AND FIFTY MILLION UAE DIRHAMS) extension: In line with local market practice, no deduction has been made for purchaser’s costs, cost of realisation or taxation. Disclosure: When read in isolation, this document does not comprise an RICS compliant valuation report. This document must be read in conjunction with our Valuation Report, dated 21 August 2014.

The Dubai Mall, UAE Property 1 21 August 2014

2 Property Location and Description

2.1 Property Location

The images below show the macro and micro location of The Property.

Macro Location Map

Micro Location Map

Source: Google Earth

Downtown Dubai is a freehold mixed use community situated about 20 kilometres south west of Dubai International Airport. It is bound by Business Bay to its east and south, by Sheikh Zayed Road to its west, and by Financial Centre Road to its north.

The Dubai Mall, UAE Property 1 21 August 2014

Downtown Dubai has a wide range of modern developments covering commercial and residential uses. It is most notable for the Burj Khalifa, The Dubai Mall, and The Dubai Fountains. Downtown Dubai is yet to be completed with some projects still under construction such as The Opera District and others still under consideration. The estimated completion date for the Downtown development is 2020.

The Property is the most prominent retail development not only in Downtown Dubai but also in the UAE. This, along with its size, is what makes The Property super regional. It is one of the developments built around the Dubai Fountains with frontage onto Financial Centre Road to the north east, and Souk Al Bahar to the south west, Burj Khalifa to the west and Sheikh Mohammad Bin Rashed Boulevard on the north west and south east.

Sheikh Mohammed Bin Rashid Boulevard is a notable food and beverage focused location where the outlets are presented on the boulevard, most of which also benefit from outdoor seating.

The Property is surrounded by several residential towers such as The Residences, and commercial office towers such as Emaar Square. It is also surrounded by hotels and serviced apartments, most prominent of which is The Address Dubai Mall and Armani Residences in Burj Khalifa. The Property is within walking distance of Souk Al Bahar, another retail, food and beverage destination. It is also close to the cafes, restaurants and retail that are along The Boulevard, also in Downtown.

The location already benefits from commercial, residential and hospitality offerings and thus high demand for retail space. However, the location represents an increasingly core position within Dubai and Downtown Dubai specifically, as a result of the continued development in the immediate vicinity. The continued developments are leisure focused such as the new Opera District and The Cultural District.

Downtown Dubai

The Dubai Mall, UAE Property 1 21 August 2014

2.1.1 Surrounding Land Uses

Downtown Dubai is bordered by Business Bay, a development by Dubai Properties, from the east to the west. The infrastructure for this project was completed in 2008 and the overall completion is expected to be in 2020. Upon completion, Business Bay will cover an area of 64 million sq ft. It was originally designed to be focused on the commercial sector. However, after Dubai’s recovery, some developments were recycled into residential projects and others into serviced apartment projects. The area benefits from a creek which, when the extension is completed, will extend from Ras Al Khor to Sheikh Zayed Road.

The area has been improving noticeably since 2013 and it is being populated by both business professionals and residents. This implies that the catchment for The Property is increasing and thus has an opportunity for growth.

Surrounding Land

Source: Google Earth edited by JLL

2.2 Property Description

2.2.1 Introduction

The Dubai Mall was completed in November 2008 with a built-up area of 548,128sq m (circa 5,900,001 million sq ft). The Dubai Mall consists of one lower ground floor and G+2 levels offering a total of circa 1,033 retail shops and a leasable area of 3,553,995 sq ft according to the tenancy schedule (30 June 2014) provided to us by the Company. The Property also offers parking for over 14,000 cars distributed between its basement level and upper car parking levels.

The Dubai Mall, UAE Property 1 21 August 2014

2.2.2 Site Characteristics

We have been provided with a Site Plan prepared by the Dubai Land Department identifying the site. The plan states the site area to be 3,385,666 sq ft, the Block Name to be Burj Khalifa (345) and the Plot No. to be 156 (345-897).

The site is irregular in shape and has a prominent frontage onto Financial Centre Road which links it to Sheikh Zayed Road, the main arterial road in Dubai. The site is also accessible and visible from Sheikh Mohammed Bin Rashid Boulevard. The extract from the Site Plan below highlights our understanding of the site boundaries for indicative purposes.

Source: the Company

2.2.3 Property Construction

The Property comprises a purpose built, lower ground and G + 2 shopping mall development which achieved practical completion and commenced operation in November 2008. We have not been provided with a structural survey or building report but understand that the construction is typical for the region being reinforced concrete frame. The walls are Concrete Masonry Units (CMU) with a rendered finish. There are double height ceilings opening in several parts of the property, some of which provide natural light through the glazed ceilings and glass panels. Several parts of the mall roof are steel structure with glass panels.

The Dubai Mall, UAE Property 1 21 August 2014

The Property has various interior finishes and building materials providing different themes throughout the mall. That being said, the main areas are common and are described in further detail under the Internal Specifications section.

Car Park and Entry

The car park level access, from lower GF level off the Financial Centre Road, provides multiple access points up into all floors of the shopping mall. The car parking is divided into three separate car parks which determine the most used entry points to the mall.

The first section is called Grand Parking which is only at the lower ground floor level but has two car park levels, the second being an elevated floor. This section gives access through the north east side of the mall or the frontage of the mall using four lobbies.

The second section is the Cinema Parking which has ten levels extending from the lower ground level and gives access through the east side of the mall by the use of its two lobbies.

The third section, the Fashion Parking, which also consists of ten floors extending from the lower ground floor and gives access through the west side of the mall through the use of two lobbies.

The lobbies have 2-5 elevators, each with a capacity of 1000 kg.

There is a taxi service area on the lower ground floor area along the north east side, next to the grand parking. Two taxi service areas are on the ground floor, the first near the ice rink lobby in the cinema parking and the other next to the fashion lobby in the fashion parking.

Valet parking can also be found in the mall. The first, on the lower ground floor, is close to the cinema lobby in the cinema parking. The second and third valet’s, on the ground floor, can be found outside the main entrance of the mall, or the grand atrium, and the west corner of the mall which is also known as the fashion avenue of the mall.

Lower Ground Floor

The lower ground floor level is anchored by Waitrose, which benefits from its close proximity to the cinema car park and taxi drop off and pick up area and also its loading dock. The tenants of this level mainly fall into the categories of banks, money exchanges, telecommunication services, kiosks, home ware retailers, chocolatiers and food and beverage outlets.

There are three exits to the waterfront area that faces the Dubai Fountains, Burj Khalifa and Souk Al Bahar. The first exit, or the main exit, is from the south west of the star atrium. The second exit is from the north west of the star atrium on the lower left corner of the mall and the third is from the south east of the atrium on the lower right corner of the mall. Outside on the waterfront are food and beverage tenants that benefit from both indoor air conditioned space and outdoor waterfront space.

Food and beverage outlets are also focused along the side of the mall that faces the waterfront. To the west of the star atrium is the food court for this level. On the west side of the star atrium is the waterfall which also has many food and beverages outlets.

Ground Floor

The ground floor is typical to the previous level in terms of the location of the waterfall and the main outlets surrounding it.

The Dubai Mall, UAE Property 1 21 August 2014

The ground floor area has three anchor tenants, the first is Bloomingdales located in the North West corner of the mall. The second and third anchor tenants are Galleries Lafayette and Paris Gallery, the former located on the north east corner and the latter slightly to the south of Bloomingdales.

The side of the mall facing the Financial Centre Road is focused on high end jewellery and watches. The fashion avenue, focused on high end fashion is on the west corner or the lower left corner of the mall. The Aquarium is to the north east of the star atrium and around it are a few food and beverage tenants. The Level Shoe District, focused on luxury high end shoes, is located to the east of the star atrium close to the waterfront perimeter of the mall. Directly to the north of the Level Shoe District is The Souk, a niche section of the mall dedicated to gold and jewellery in addition to traditional Arab style shops.

Along the side of the mall facing the waterfront there are cafes and food and beverage outlets that benefit from air conditioned space and outdoor terraces overlooking the waterfront and Souk Al Bahar. The waterfall is located on the lower right corner or the south east corner of the mall, around it are a few cafes and retail line shops.

Further up from the waterfall is the Dubai Ice Rink where a mix of line shops, department stores and food and beverage outlets can be found. On the extreme south east side of the mall is The Village, a niche part of the mall focused on denim with a few food and beverage outlets. Kiosks can be also found distributed on this floor.

First Floor

The first floor is typical of the ground floor with respect to the anchor tenants and their locations in addition to the location of the fashion atrium and its tenant focus. It is also typical in terms of the location of the waterfall and the food and beverage outlets in the immediate surroundings. Another common feature is the terraces that are part of the food and beverage offer that benefit from the waterfront view.

The Second Floor

The second floor is typical in terms of the location of both Bloomindales and Galeries LaFayette. Extending from Bloomingdales to the star atrium then to the waterfall are retail line shops focused on electronics. This section also includes an exit to the metro link which is a long corridor with a mix of small retail outlets, food outlets, and money exchanges. The section of the mall that extends from the south of the star atrium to the grand atrium is focused on high end children’s fashion and retail stores focused on children. To the middle of this section is one of the access points to a food court. From the waterfall to Galeries LaFayette is a segment of the mall that caters big box leisure. Facilities in this section include a cinema to the south of Galeries LaFayette, SEGA Republic to the south of the cinema and Kidzania to the south of SEGA Republic and north east from the waterfall. These leisure facilities are opposite to the other access point to the food court.

We provide below a brief internal fit-out specification list for the Property:

Internal Specifications

Specifications  Reconstituted porcelain tiles  Shop fronts  Floor Boxes (for Kiosks)  Bulkhead  HVAC and ducting system  Spotlights  LED cove Lighting  Way findings  PA/Fire speakers  Feature ceiling  Smoke detectors  Glass balustrade  CCTV  Escalators

The Dubai Mall, UAE Property 1 21 August 2014

 Fire/Life safety signage  Passenger/Service Lifts  Speakers  Roller Shutters Source: JLL Inspection

2.2.4 Fashion Avenue Extension

The Fashion Avenue extension is located on the west side of the Property between the current structure and Burj Khalifa.

This extension is intended to expand the Property’s offering of high-end luxury brands and also accommodate existing brands that have been on the waiting list for retail space. It will have a total leasable area of circa 613,973 sq ft across its six floors. The extension consists of a lower ground floor, boulevard level, ground floor, first, second and third floors.

The extension of the Fashion Avenue will have a mix of retail and food and beverage outlets (F&B). The F&B units will be mostly focused on the waterfront side so that they benefit from outdoor and terrace seating to take advantage of the panoramic views of the Fountains and Burj Khalifa.

A sample of photographs of the Property taken during the course of our inspection are presented below and floor plans for The Dubai Mall and Fashion Avenue extension are provided at Appendix A and B respectively.

Images of The Property

Star Atrium, Lower Ground Floor Main Exit to Waterfront (Doors behind)

Waterfront View Souk Al Bahar and Bridge

The Dubai Mall, UAE Property 1 21 August 2014

Lower Ground Floor F&Bs and Retail Line Shops Ground Floor, The Waterfall

Ground Floor Line Shops Ground Floor, The Souk

Ground Floor, Fashion Avenue Ground Floor, Fashion Avenue

Ground Floor, Ice Rink First Floor View, Aquarium

The Dubai Mall, UAE Property 1 21 August 2014

First Floor View, The Waterfall First Floor, Fashion Avenue

First Floor Second Floor

Fashion Extension, Boulevard to the Right Fashion Extension, Burj Khalifa in Front

We have been provided with floor plans of the Property showing the current layout of the retail offering. During the course of our inspection, we formed a positive opinion of the effectiveness of the layout in terms of attracting footfall to certain areas of the Property and the efficiency of the building. We have not been provided with the built up area of the Property and thus cannot comment on the efficiency of the structure, however, as mentioned above, we are informed that the total leasable area is approximately 3.7 million sq ft and that occupancy is at circa 99% which, according to our research, is above many other super regional malls both internationally and in Dubai as shown in the table overleaf.

The Dubai Mall, UAE Property 1 21 August 2014

Current Occupancy in Super Regional Malls in Dubai

Super Regional Occupancy (Q2 2014) Mall of the Emirates 98% Ibn Battuta 95% Mirdif City Centre 95% Deira City Centre 98% Source: JLL Research

We have also been provided with a breakdown of the leasable areas which we have summarised later in the below table.

Property Profile as at 30 June 2014

Vacant (sq ft) Occupied (sq ft) Total (sq ft) Retail Units 26,764 3,442,286 3,469,050 Storage Units 0 41,088 41,088 Terrace Units 24,506 80,752 105,258 Units subject to redevelopment 0 49,973 49,973 Total (sq ft) 51,270 3,614,099 3,665,369 Source: the Company, not including specialty

In addition to the above, the extension is 613,973 sq ft. Therefore the total area after completion is 4,229,369 sq ft. This is the total area of 3,665,369 sq ft less units subject to redevelopment plus the 613,973 sq ft.

2.3 Accessibility

The Property benefits from good visibility and accessibility. The Property is accessible from Sheikh Zayed Road by taking the 1st interchange to Financial Centre Road.

The Property is also accessible by metro (Burj Khalifa/Dubai Mall metro station) which is connected to the mall by a metro link. This link has helped footfall increase from those who depend on public transportation.

2.4 Services and Utilities

We have not tested the building’s utility services but we understand that these are available and in good working condition at the Property.

We assume that any services provided to the Property have sufficient capacity to service its current use. We have not accounted for any costs in connecting or improving such services. Should this prove not to be the case, we reserve the right to amend our valuation.

The Dubai Mall, UAE Property 1 21 August 2014

2.5 SWOT Analysis

We provide below a SWOT analysis of the Property:

Strengths Weaknesses  Location in one of the prime areas of Dubai;  Traffic issues due to ongoing road works;  Very high occupancy rate;  The area becomes very busy during rush hour  Diverse tenant base; and the roads become congested;  Good visitor car parking provision;  The large operating expenses resulting from  Good accessibility by car from Financial Centre the Property’s large attractions such as the Road; aquarium;  Very good/high visibility;  Prone to overcrowding at peak shopping times;  Excellent quality of finishes and maintenance  Due to scale visitors unable to easily navigate levels; and access all areas of the malls in a single  Proximity to demand generators including visit. residential, hospitality/ leisure developments;  Indoor and outdoor seating with waterfront, Burj Khalifa and Souk Al Bahar views;  Retail facilities that cater to the immediate community base and wider catchment area;  Increased YoY footfall reached circa 75 million in 2013;  Mall management that sustains a high level of consistent quality throughout the mall;  Strong marketing and PR activities that preserve positive interest in The Property;  Global reach reflected in visitor typology and spend. Opportunities Threats  Increased level of traffic in Downtown Dubai;  Significant increase in inflation, living expenses  Increased demand for retail space in Downtown and rents throughout Dubai especially in prime Dubai especially in The Property; locations such as Downtown Dubai are leading  Increase in retail/F&B rental rates due to the to decreased purchasing and spending power; increase in demand and limited space available  New mega developments such as The Lagoons in the subject location; and Mall of the World in MBR City threaten to  Increased activities inside the mall to attract become super regional malls that decrease The further footfall; Property’s competitive advantage;  Diversification and increase of food court F&B  The success of The Property is highly outlets; dependent on the strength of the Dubai  The expo 2020 which will drive not only tourists economy. This poses a risk that is heightened in that year, but also increase the number of in case of political unrest, and global or regional professionals working or visiting Dubai in the economic decline; years running up to the event;  The Expo 2020 and the increased interest in  Further business alliances and key attractions developing the area to the south east of Dubai will maintain the Property’s global reach; may pose a threat as Downtown Dubai may not  With economic and political uncertainty remain the most exclusive and developed elsewhere in region Dubai offers a relative safe mixed use development in Dubai; haven for businesses and consumer spend.  Dubai as an Emirate must maintain its growth plan and intention to remain a pre-eminent global transport hub and tourist destination to maintain high visitor numbers and footfall.

The Dubai Mall, UAE Property 1 21 August 2014

3 Property Critique

The three most important factors identified in respect of the more successful retail locations are competition, retailer performance and asset management. It is the interplay between these three factors that drives successful retail locations and we comment on each of these in turn.

3.1 Competition

We would refer you to our market overview section where we have provided more detailed commentary regarding the local Dubai retail market and the competition.

Downtown Dubai is considered to be one of the newer communities in Dubai and the Property is essentially the only retail mall in the subject location. The Property is unique when compared to other malls in the UAE given its large tenant mix and its collection of attractions and leisure facilities. Essentially the Property can be summarised as a single destination for all services and a large variety of goods.

In addition, the developments that are taking place such as the Fashion Avenue extension and the opera district will attract more demand for the Property and sustain growth through increased critical mass.

However, it should be noted that one other super regional mall, Mall of the Emirates, is located around 16 km south west from the Property. Developed in 2005, Mall of the Emirates has a more ‘conventional’ retail offering, despite the indoor ski slope.

3.2 Retailer Performance

3.2.1 Tenant Sales Performance

We have been provided with a copy of the Management Report: Asset Wise Sales with Category 2011 – 2013 which provides the turnover sales figures for the Property based on trade categories. All tenants in the Property are required to report turnover figures and are subject to percentage turnover rents. Our valuation models reflect the turnover figures for the 12 calendar months prior to the date of valuation.

Asset Wise Sales with Category Table 2011-2013

2011 2012 2013 Trade category Area (sq ft) Sales (AED) Area (sq ft) Sales (AED) Area (sq ft) Sales (AED) Apparel & Accessories 720,292 2,076,581,056 760,304 2,596,446,435 903,115 3,477,540,551 Other Merchandise 349,684 534,352,768 338,807 760,742,815 423,156 1,131,249,397 High End Jewellery & Watches 94,359 1,154,739,287 98,877 1,510,211,420 110,568 2,160,834,926 Fashion Avenue 138,292 616,888,906 135,152 650,121,556 136,701 763,975,199 F&B 478,822 2,590,389,604 486,121 3,220,873,936 533,946 3,677,278,425 Other Services 105,405 428,770,202 100,052 517,685,890 105,625 675,114,254 Terrace 6,030 46,967,244 6,417 22,411,593 6,794 28,764,266 Department Store & Supermarket 82,442 171,501,149 82,875 190,859,990 61,572 177,756,106 Storage 485,991 679,911,445 504,974 794,564,566 510,919 930,720,182 Mall Entertainment & Recreation 114,750 212,173,488 120,978 287,924,101 135,854 370,511,344 Metrolink 1,698 2,644,465 2,566 2,400,353 11,090 8,096,598 Total 2,577,765 8,514,919,614 2,637,122 10,554,242,655 2,939,340 13,401,841,248 Source: the Company

The Dubai Mall, UAE Property 1 21 August 2014

It can be seen from the table above that the retailer performance does vary significantly from one retailer to another especially ones in different categories and it is difficult to clearly explain all the factors that create these variations. As a global destination, the Property will also be subject to (and not immune from) global consumer habits noticeable across various retail sub-sectors.

As shown in the above table, sales revenues have taken an upward trend since 2011 with the weighted sales/sq ft of retail space increasing by 21% from 2011 till 2012 and 14% from 2012 till 2013. The results have been mapped in the below graph as an indication of sales performance in the Property.

The 2014 turnover figure is an approximation based on a straight line extrapolation of the Q1 2014 actual turnover figures provided to us by EMG, in addition to the growth rate of the previous year. However, we caution that this is a high level approximation of forecast turnover for illustrative purposes only. No reliance whatsoever should be placed on the estimated turnover illustrated for the period 2014. In reality turnover is likely to fluctuate from quarter to quarter, subject to local and international occasions/events including Ramadan, Dubai Shopping Festival, Christmas, etc.

Sales Performance Graph

The Dubai Mall - Turnover trend 6,000 5,000

4,000 3,000 2,000 Sales per Sqf per Sales 1,000 0 2011 2012 2013 2014 Year

Source: the Company

3.2.2 Footfall Levels

We have been provided with the footfall levels from 2008 till H1 2014. The graph below displays a comparison of the annual footfall level since 2008.

The Dubai Mall, UAE Property 1 21 August 2014

The Dubai Mall - Annual Footfall Trend 90.00

80.00

70.00

60.00

50.00

40.00

Footfall(millions) 30.00

20.00

10.00

- 2008 2009 2010 2011 2012 2013 2014 Year

The Dubai Mall Dubai Marina Mall Marina Walk G&D Park Souq AlBahar Arabian Ranches Dukkan Al Manzil Springs The Greens The Meadows Town Centre

Source: the Company

The peak footfall level, as shown in the above graph was reached in 2013 at nearly 75 million. Based on our discussions with the Company and the Property leasing manager, footfall in H1 2014 has shown further signs of increase YoY reaching 39.6m visitors over the last 6 month period to end of June 2014.

We would note that we expect footfall at the Property to remain in continuous increase in 2014 due to an increase in Dubai tourism and the sustaining of Downtown Dubai and The Dubai Mall as being a touristic destination. In addition to this we also expect the footfall to rise as a natural effect of the increase in population Dubai is experiencing especially due to the recovery witnessed in the economy.

We would also note that during the daytime, a significant amount of footfall to The Property is represented by white collars entering the Property to purchase F&B from its anchor tenant (Waitrose) and visitors/tourists residing in hotels in the subject location. All neighbouring hotels are well connected directly to The Property to make shopper / visitor access more straightforward and visitor friendly.

3.3 Asset Management

Asset management opportunities can involve immediate initiatives to ensure the long-term continuation of an operational asset and we comment on all of these in turn. Dubai Mall does benefit from a large number of potential asset management opportunities partly due to its scale and also due to its location in a constantly evolving marketplace.

We set out below the immediate asset management initiatives that can protect or enhance the value of the Property:

The Dubai Mall, UAE Property 1 21 August 2014

3.3.1 Enhancement of Food and Beverage (F&B)

The Property benefits from a diverse offering of F&B units and Kiosks distributed throughout all levels. These food and beverages outlets are diverse not only in cuisine but also in pricing.

There are a number of office buildings located within close proximity to The Property, such as Emaar Square and Burj which would assist in supporting the introduction of new food and beverage retailers into the food court. This is a strong area of growth at present within shopping centres with F&B operators demanding space at reasonable rental levels and often requesting lease lengths in excess of the standard retail lease length. By expanding the food offering in the food court, we are of the opinion that footfall and dwell times within the Property would also increase.

3.3.2 Aesthetic Improvements

Based on our visual inspection of the Property, we are of the opinion that it is being maintained to a high standard compared to other regional malls in the region. We are advised that there is an ongoing health and safety audit and that the tenants will be responsible for rectifying any issues which would be highlighted.

We also understand that the mall management operate a very strict policy regarding store fit-outs to ensure that the high quality look and experience are maintained.

We do not believe that any immediate aesthetic improvements are required, however the management will need to continue to maintain the Property to its current standard to ensure that it does not look dated to the consumer. With the inherent demand for retail space from international retail brands we remain confident that the retail experience will remain relevant and fresh to the consumer.

3.3.3 Mall Strategy

The Property benefits from having the highest footfall in the world and a circa 99% occupancy rate. This proves that their mall strategy is currently very effective. It should be mentioned however, that the new fashion extension could affect this level of efficiency if not managed in an ideal way.

An opportunity does exist to expand the catchment around Downtown, particularly Business Bay, this new area is becoming increasingly populated and considering that Business Bay has yet to have a mall and the close proximity from Business Bay to The Dubai Mall, residents or visitors to this area would be inclined to visit The Property.

3.3.4 Car Parking Income

There is currently no car parking income for The Property. We are unaware of any plans to change this. Free parking is a way to encourage customers or potential customers to stay longer and thus spend more in the mall.

The Dubai Mall, UAE Property 1 21 August 2014

4 Investigations

4.1 Nature and sources of information relied upon

We were provided with and have fully relied upon the following information from the Company for the Property:  Title Deed issued by the Dubai Land Department;

 Site Plan issued by the Dubai Land Department;  Al Tamimi & Company Report on Investigations with Dubai Land Department dated 17 August 2014;  Tenancy schedule as at 30 June 2014;

 Floor plans;  Title deed  Completion Certificate

 Retailers’ sales performance trends (2011 - Q1 2014)  Footfall trend (2008 – H1 2013)  CAPEX (2014)

 Head Lease

We have relied on this information as being accurate and complete. Should this prove not to be the case, we reserve the right to amend our valuation accordingly as any change to the above information provided by the Company and relied upon may materially affect the value of the Property.

4.2 Title and Tenure

Having regard to Al Tamimi & Company’s report, we have valued the Property on the basis of a good and marketable freehold title clear of all mortgages, charges, encumbrances and third party interests that can be transferred to foreign owners/entities. If the title includes the wider building/complex or common areas in which the Property is located, we have assumed that a separate freehold title exists or can be obtained at no cost on the same basis detailed above. Please refer to Sub-section 5.2.1 of our Valuation Report for further details.

A copy of the Title Deed and Site Plan can be found at Appendix C and D respectively.

4.3 Planning and Building Regulations

We have not been provided with any official zoning/land use documentation or building permits/completion certificates for the subject site (Plot 156) on which the Property is constructed. We have not undertaken any investigations into the planning/zoning of the Property and have assumed that it has the legitimate planning permission for its existing use.

We recommend that lawyers be instructed to verify this position.

The Dubai Mall, UAE Property 1 21 August 2014

4.4 Occupational Tenancies

We have been provided with a generic lease standard by The Company and have been instructed that they form the basis for all lease agreements issued or managed by EMG. Some key terms of this standard lease are summarised below. We assume the terms are consistent with (or are at least a close variation of) all line shop lease contracts. We recommend your legal advisors confirm this. If at a later date, the sample lease proves not to be typical, we reserve the right to amend our valuation accordingly.

Term Detail Lessor The Dubai Mall Fit Out Period Agreed per terms of the lease. Base rent (annual) To be paid in advance using post-dated cheques. Turnover rent Applied to all retail leases. Service charge and chilled A proportionate share to be paid by the tenant. Lessor is entitled to revise the Service water Charge and Chilled Water charge by serving notice to the tenant. Assignment/sub-letting Permissible subject to prior landlord approval. Renewal Subject to mutually agreed terms. No automatic renewal provision exists. The lease is for a limited term and is not subject for renewal. Alterations Alterations to unit permissible subject to prior written consent from the landlord Fit-out At tenants own expense and in accordance with landlord requirements

The Dubai Mall, UAE Property 1 21 August 2014

5 Income Analysis

5.1 Tenancy Overview

We been provided with a copy of the current tenancy schedule, dated 30 June 2014 together with other current and budgetary income and expenditure related information, both current and historical.

5.2 Base Rent and Turnover Lease Structure

The leases are structured on the basis of a stepped rent which is paid annually in advance on the anniversary of the lease start date. The steps are contractually agreed in the lease. Typically the leases also have a turnover provision which varies for each tenant according to the lease agreement. This turnover provision generates a turnover rent. The turnover rent is calculated based upon a percentage of sales that exceeds the base rent. This percentage is agreed in the lease. Where the turnover percentage exceeds the base rent, turnover rent is payable at the end of each year.

Emaar Malls Group has incorporated a new turnover rent mechanism into new leases since 2003. Once the turnover rent payable has been established, a fixed percentage (typically 50% or 90%) of this is added to the following year’s base rent. This is called the Effective Base Rent (EBR). The EBR plus the base rent is called the Total Base Rent. As the base rent typically steps up each year due to contractual pre-agreed uplifts, the amount of turnover rent added as EBR is reduced as the fixed stepped increase means the base rent is already higher than in the previous year. This EBR is payable on top of the base rent at the beginning of the year.

5.3 Turnover Rent

We have been provided with turnover figures for 2013 and for Q1 2014. We have adopted total turnover rent of AED 271,106,543 based upon the turnover rent clauses agreed in each lease. The turnover rent is based upon turnover figures from 2013 provided the Company.

5.4 Other Income

We have been provided with Mall Media Income achieved for 2013 of AED 68.773 million and Specialty Income achieved for 2013 of AED 149 million. Based on the achieved income, we have adopted the 2013 achieved figures for 2014.

5.5 Income Analysis

We summarise the passing income of the centre, as at the date of valuation as follows:

Income Amount (Day 1) Amount (Year 1) % of Total Income Retail Income 1,336,190,278 1,415,271,961 70.99 % Terrace 23,299,201 31,088,271 1.56 % Units Impacted by Extension 40,595,136 27,335,402 1.37 % Storage 9,293,140 9,372,044 0.47 % Vacant Units 10,800,527 0.54 % Sub-Total 1,409,377,755 1,493,868,205 74.93 %

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Income Amount (Day 1) Amount (Year 1) % of Total Income Turnover Income 271,106,543 13.60 % Metro Link Bridge Media 11,000,000 0.55% Speciality Leasing 149,000,000 7.47% Mall Media 68,773,000 3.54% Total Gross Income 1,993,747,748 100%

We highlight that the retail income includes the base rent and where applicable the effective base rent and any contractual rental step if this event occurs in the first year. The % of Total Income figures above are annual amounts and not day 1 (on the valuation date) income. Please note that the Day 1 amount for the units impacted by the extension is higher than the annual amount as Day 1 assumes this income is in place for a 12 month period.

5.6 Average Weighted Unexpired Lease Term

The average weighted unexpired lease term as at the date of valuation is 2.54 years.

5.7 Centre Vacancy

As at the date of valuation The Dubai Mall excluding the Fashion Avenue extension is 1.39% vacant by area and 1.35% vacant by Market Rent. Total vacancy comprises 60 shops with a total area of 51,270 square feet.

5.8 Outstanding Incentives

We have been advised there are no incentives outstanding as at the date of valuation.

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6 Market Rent Analysis

6.1 Rental Evidence

When applying market rents to the units within the Property we have had consideration to recent transactions, including the use, size and level. We highlight that there are a number of tenants which operate under a single brand and therefore the passing rents for these operators may differ due to their negotiating power over other operators.

6.2 Opinion of Market Rent

In arriving at our opinion of Market Rent, we have applied rates to each unit varying according to use and level within the Centre. We summarise our adopted Market Rent is, (exclusive of service charge) as follows:

Shop Type Market Rent (AED per annum) Line Shop 1,049,744,920 Food & Beverage 154,051,620 Jewellery 122,633,945 Food Court 106,939,615 Vacant 20,674,642 Anchors 58,410,611 Terrace 11,458,295 Storage 9,294,106 Total Market Rent 1,533,207,754

Our opinion of Market Rent represents the following levels of reversion over current passing rents:

Shop Type Increase on Current Passing Rent Anchors 5% Jewellery 20% Line Shop- Ground and 1st Floor 10% Line Shop- Lower Ground and 2nd Floor 5% Food and Beverage and Food Court 10% Storage 0%

The increases are based off the current passing rent as at the date of valuation and do not take into consideration the steps which run on the anniversary of the commencement date of the lease.

6.3 Rental Reversions

Based on our market rental profile as summarised above the total market rent for the centre is AED 1,533,207,754 per annum. This represents a 12% positive reversion based on current Day 1 gross contractual rents, excluding the units which will be required for future extension but including storage and terrace income.

Turnover rent and other income is not included in this figure as both turnover rent and other income continue to be modelled throughout the cash flow separately from market rent.

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7 Valuation Methodology

7.1 Method of Valuation

We have undertaken a discounted cash flow analysis over a 10 year investment horizon to derive a net present value for the centre.

7.2 Valuation Assumptions

We have relied upon the information provided to us by Emaar Malls Group and their advisors. We have not independently verified any of the information provided and have sought clarification from Emaar Malls Group on any discrepancies. We have assumed that responses to any discrepancies to be accurate at the date of valuation.

Vacant Units

For units vacant as at the date of valuation, we have assumed a 3 month void period.

Vacancy Allowance

We have applied a long term void allowance of 0.75% of the total income.

Void Allowance

We have assumed no void periods within the cash flow period.

Operating Expenses

We have been provided with the operating expenses and recoveries for the centre for year to date June 2014 which we have utilised for the purposes of our valuation.

We summarise the reciprocal revenue and expense items as follows:

Income Expense Revenue Sales and Marketing 36,610,472 28,913,832 Chilled Water 94,320,212 48,398,932 Property Management Costs 341,874,292 Service Charge 241,334,296 Maintenance 37,346,705 Total Net Operating Expenses 208,201,379

We highlight the abovementioned expenses includes management fees, which are non-recoverable.

Leasing Fees

We have been advised leasing fees are included with the operating expenses provided, therefore no additional fees have been included in our valuation.

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Doubtful Debtors Allowance

We have applied an allowance of 0.50% which equates to AED 6,763,755 in Year One.

Capital Expenditure

We have been provided with forecast capital expenditure for 2014, which we have adopted for the purposes of our valuation of AED 46,000,000. In addition to this, we have also adopted an ongoing allowance for maintenance of 0.25% of base rent throughout the 10-year cash flow.

Growth Rates

The growth rates adopted for the cash flow period are as follows:

Type Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Retail 2.30% 3.10% 3.30% 4.30% 4.20% 4.20% 4.10% 4.00% 4.00% 4.00% Operating Expenses 2.30% 3.10% 3.30% 3.30% 3.20% 3.20% 3.10% 3.00% 3.00% 3.00% Tenant Sales 10.00% 5.00% 5.00% 3.30% 3.20% 3.20% 3.10% 3.00% 3.00% 3.00% Capital Expenses 2.30% 3.10% 3.30% 3.30% 3.20% 3.20% 3.10% 3.00% 3.00% 3.00%

The retail growth rates are applied to the Market Rent for each tenant / unit only and are not applied to contractual rental income. Contractual rental steps and turnover rent / EBR implications are treated separately in the cash flow and are explicitly modelled. At lease expiry on the assumption of a new lease the Market Rent will be applied and this will have been grown at the rental growth rates over the period from the valuation date to lease expiry.

The indexation rates are applied to non-recoverable operating expenses and capital expenditure so that these grow at our opinion of inflation forecast over the period of the cash flow.

Tenant sales growth is only applied to the turnover figures over the course of the cash flow. This impacts on the level of turnover rent payable which is modelled on a tenant by tenant basis from the valuation date allowing for the element of turnover rent converted into Estimated Base Rent in forthcoming years. Depending on the lease agreement, either 50% or 90% of turnover rent will be converted into EBR for the following year and added to the contractual step rent. This element has been modelled explicitly in our cash flow and once converted into EBR this element is no longer grown at the Tenant Sales growth rate.

Transaction Costs

We have not made any allowances for purchaser’s costs or disposal costs as this is not considered to be market practice within the United Arab Emirates.

The reported figure is therefore a gross value and purchaser’s costs of acquisition should be deducted based on whether the transaction is an asset sale or share sale (using a Special Purpose Vehicle).

Yield Rationale

Dubai Mall represents one of the largest shopping centre and entertainment assets globally. It boasts numerous attractions to support the high levels of footfall, tourist visits and global reach. As a consequence the demand from retail brands seeking representation is very strong. This has led to the owner embarking on a significant extension to partially satisfy the demand.

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Attractions including an aquarium, ice rink, dinosaur skeleton, Airbus A380 simulator and many others are designed to bring a unique experience to this shopping mall. Its situation overseeing the fountains and providing access to the viewing platform at the top of the Burj Khalifa also ensures it occupies a prime location.

Throughout the world there are a limited number of such large scale shopping and leisure destinations. It is clear that the very best shopping centres are now looking to incorporate more leisure experiences to attract and retain visitors. New shopping mall developments now include a greater provision of leisure and existing prime malls are either creating extensions to incorporate more leisure or are reconfiguring their assets to broaden the offer and experience.

Such large assets are rarely traded and when they do it is normally an acquisition of a part share of such an asset. There is demand for such large assets but outright acquisitions are not commonplace. Please refer to the International Market Commentary which contains a summary of all shopping mall transactions that JLL are aware of since 2011.

In 2014 to date we have already witnessed a number of significant transactions in part ownership of large shopping malls. For the purpose of this report we categorise these as malls with a total value in excess of €500 million. It is important to note that the vast majority are for a partial share and often a minority interest in the asset.

 30% of Bluewater, Kent UK was acquired in Q2 2014 by UK REIT Land Securities for GBP 818 million at a reported net initial yield of 4.1%. This underpins the sentiment that yields for prime shopping centres are under pressure given the imbalance between supply and demand. However it is important to note that this acquisition also provided the purchaser with the opportunity to acquire the management of the shopping centre into perpetuity. Whilst this was paid for separately from the asset purchase price the ultimate purchaser was required to outbid other UK REITS British Land and Hammerson to acquire the asset and have the opportunity to gain the management for which we believe a premium was paid in the purchase price. It is our understanding that the purchaser intends to reposition this centre and add their expertise from ownership and management of a significant portfolio of other shopping centres in the UK and leverage this in achieving greater performance at Bluewater. Therefore whilst the headline net initial yield is 4.1% we believe that there is significant reversionary potential through asset management that made this acquisition an attractive investment proposition from a rental growth perspective.

 In Q1 2014 Unibail-Rodamco acquired a reported 50% share in Centro, Oberhausen, Germany. This acquisition was reported to achieve a 4.4% NIY. This asset is similar to The Dubai Mall in that it includes a regionally dominant shopping centre, a significant F&B offer, hotel, cinema, event space and numerous leisure attractions including a Sea Life Centre.

 Beaugrenelle, Paris France was acquired in Q1 2014 for a price reflecting a 4.6% net initial yield by Foncieire Du Rond Point. We note that there was significant depth of interest in this asset despite the complete renovation resulting in an unproven track record.

 50% of Metropolis, Moscow Russia was acquired at a price reflecting a 8.05% net initial yield by Morgan Stanley Real Estate Fund Vii. This centre is a recently opened shopping centre and is the dominant scheme in Moscow. It was acquired in Q1 2013. Other significant acquisitions include the following:

 80% of Jinquiao Life Club, Shanghai China acquired at a yield of 5.35% by Keppel Land China and Alpha Investment Partners in Q1 2013.

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 50% of Meadowhall, Sheffield UK acquired at a net initial yield of 5.09% by Norges in Q4 2012

 50% of King of Prussia Mall , Philadelphia USA acquired at a reported yield of 6.5% by Simon Property in Q3 2011 after they exercised their right to acquire the remaining 50%.

 50% of Westfield London Stratford UK acquired at a net initial yield of 5.8% by CPPIB in Q3 2011

 100% of Festival Walk, Hong Kong acquired at a yield of 4.37% by Mapeltree in Q3 2011

 80% of Trafford Centre, Manchester UK acquired at a net initial yield of 5.09% by Intu in Q1 2011

Whilst we are witnessing yields sub 5% net initial yield in core European markets such as in the UK, Germany and France investors will rarely offer below 5% net initial yield without a strong reversionary potential. At this yield level the investor audience will typically reduce.

The Dubai Mall represents a super prime shopping centre with a global reach however the lot size does represent significant liquidity issues even assuming a partial acquisition. To acquire 100% of the asset would require a significant consortium of investors. As a result any ownership and JV structure would result in a potentially complicated ownership and management structure.

Perhaps of greater relevance is the fact that those prime shopping centres acquired at low initial yields have been acquired by shopping centre specialists who are undertaking the management of the centre bringing with them management expertise and the ability to leverage their retailer relationships to improve the retail offer either in the newly acquired centre or to transfer the offer into the rest of their portfolio.

The Dubai Mall already trades at an optimum level and has seen significant rental growth in recent years. Many investors would perceive the centre to therefore have limited further reversion especially with that can be achieved through any improvement to asset management and the ability to leverage retailer relationships and associations better than the current owner and manager. In addition there remains some concerns surrounding future supply persisting in Dubai. Additionally it which may impact further rental growth potential following the ongoing extension. It is also wholly unlikely that a purchaser would be acquiring the asset with management control as this would remain with Emaar in all likelihood remain with Emaar due to their local market knowledge, position and ability to continuously improve the asset to date. An international shopping centre specialist for example would not consider themselves to have enough local market knowledge or presence to undertake the management effectively or as well as the current management and therefore this is one less attractive aspect of the investment. Acquisitions of part ownerships without management control typically will transact at a discount to the premium yields paid at Bluewater and Centro for example.

Accordingly we have adopted an additional premium of 100 basis points on top of our global prime shopping centre yield to reflect these issues and concerns outlined above.

Therefore on the basis of 5% representing the prime shopping centre yield by consensus across EMEA we have adopted an initial yield of 5.95% for The Dubai Mall excluding Fashion Avenue extension with an exit yield of 6.5% for the existing shopping centre.

We acknowledge little country specific risk inherent in government bonds and that any likely purchaser consortium would either be domestic, regional or from Asia. US, Canadian or European investors would in our opinion be likely to factor in a greater discount for possible country specific risks as their preference is for long standing core markets. In time this perception may diminish however in the current environment we witness discounts for markets unfamiliar for Western investors.

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When compared with other emerging or frontier markets the yield level adopted is far keener reflecting the quality and performance of Dubai Mall and also the improving market conditions in UAE. We typically will see yields higher than 6-8% in more opaque and emerging markets for prime assets.

Yield Profile

Based on the above, the Market Value of The Dubai Mall excluding the Fashion Avenue extension as at 30 June 2014 is AED 29,650, 000. The assessed market value reflects the following indicators:

Item Initial Yield 6.02% Initial Yield adjusted for capex 5.95% Exit Yield 6.50% Unlevered Internal Rate of Return 8.85%

7.3 Fashion Avenue Extension Development Overview

The Dubai Mall is currently undergoing an extension project to add an additional circa 600,000 sq ft of lettable area. This will be arranged over lower ground, boulevard, ground floor and an upper four levels. The extension is to be broadly let to fashion retail (60% of proposed leasable area) with a significant F&B component (40% of proposed leasable area). We understand that whilst pre-lets are not in place on the majority of units the retail units will be occupied by existing demand for expansion from luxury and fashion retailers and also from the waiting list.

We understand that Heads of Terms are agreed with a number of retail brands including Dior and Hermes. We have reviewed the rental levels agreed for these units which support our opinion that rental levels may exceed AED 2,000 per sq ft per annum on a number of retail units. We have adopted a gross rent of approximately AED 625,000,000 per annum which is an average rent of approximately AED 975 per sq ft per annum across all units and on all levels.

The average retail rent is based upon AED 1,176.92 per sq ft per annum whilst F&B is based upon an average rent of AED 785.80 per sq ft per annum. The café / kiosks are based upon an average rent of AED 816.88 per sq ft per annum acknowledging a higher rent per sq ft for smaller demises.

The F&B rental levels are lower than the retail rents which are in line with existing rental levels in The Dubai Mall coupled with the fact that there will be more challenges leasing the F&B accommodation with some proposed units being less accessible and therefore commanding lower rental levels. This also includes the lower ground floor food court.

We have deducted 15% as non-recoverable expenditure in arriving at a total net rent of approximately AED 507 million per annum.

We have been provided with a fixed price contract for the creation of this extension and an estimate for capital expenditure spent to date (valuation date). We have also been provided with detailed plans for the extension. We have adopted total costs remaining in the project to arrive at a residual value. We have deducted the costs spent to date as provided to us by the Company from the fixed price contract to arrive at the total costs left to spend.

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This figure will change regularly throughout the construction process and it is important that the total costs spent to date are provided to us to ensure we are not overstating the costs left to spend in our valuation.

Our standing asset valuation takes into consideration those units that will be destroyed in order to undertake the extension project.

Residual Methodology

In accordance with standard market practice we have assessed the value of the current state of the project adopting the Residual method of valuation.

We have simplified the development timeline for IPUCs into 5 stages from the initial stage of site acquisition and/or assembly to the final stage whereby the IPUC is converted to an investment property as a fully let and income producing completed development. These stages are listed below.

Stage 1 - Site Acquisition / Site assembly

Stage 2 - Planning consent and permits obtained, demolition and construction commences

Stage 3 - Construction programme underway, agreements for lease in place on % of units

Stage 4 - Practical completion imminent

Stage 5 - Conversion from IPUC to Investment Property

The level of profit reasonably required by a purchaser (and therefore reflected in arriving at fair value) will diminish as each stage is passed and the risk associated in realising the value of the completed development is reduced. The amount of profit is typically measured as profit on cost and will be influenced by the level of pre- lets and agreements for lease secured. Typically profit on cost varies between 10% for de-risked 100% pre-let IPUCs and 25% for 100% speculative IPUCs. We attach a matrix of typical profit bands depending on the level of pre-let secured as a percentage of total estimated rental value and the stage of development that we consider appropriate in valuing IPUCs. This assumes a standard retail led development in a viable location with a site free from any contamination or any other onerous factors that may impact negatively upon value.

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in the development. Key determinants include the level and quality of pre-lets and that required permits, planning consents and other legal requirements are all in place.

Finance costs adopted will be those available in the financial markets for a developer of similar covenant strength and reputation to the owner. Finance costs are applied to 100% of the total development costs and it is assumed that this is repaid in full at the end of the construction period. The interest payments are calculated on a monthly basis.

Key Parameters

Total Lettable Area – 613,973 sq ft

Opening Date – Start 2016

Gross Passing Rent – AED 626,964,554 per annum (based upon JLL rental projections)

Net Passing Rent – AED 532,919,871 per annum (non-recoverable operating expenses assumed at 15%)

Gross Development Value – AED 8,008,878,000 (see summary for yield assessment)

Total Costs left to spend - AED 1,350,682,000 (total cost less cost spent as at valuation date excluding contingency)

Finance rate – 6%

Developer’s Profit – 17.5%

Residual Value – AED 4,750,000,000

No purchaser’s costs have been assumed in this calculation on the basis of local market practice.

We have also presented the extension in a combined cash flow with the standing asset which is summarised in the Executive Summary. We have added the residual value to the value of the standing asset along with the future projected income streams from the development and the capital expenditure left to spend for the extension.

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8 Market Value

8.1 Opinion of Market Value of Standing Asset

Having regard to the foregoing, we are of the opinion that the Market Value of the freehold interest in the Property known as The Dubai Mall as at 30 June 2014 is:

AED 29,650,000,000

(TWENTY NINE BILLION, SIX HUNDRED AND FIFTY MILLION UNITED ARAB EMIRATE DIRHAMS)

8.2 Opinion of Market Value of Extension

Having regard to the foregoing, we are of the opinion that the Market Value of the freehold interest in the extension as depicted in the floor plans provided by the Company and as at 30 June 2014 is:

AED 4,750,000,000 (FOUR BILLION, SEVEN HUNDRED AND FIFTY MILLION UNITED ARAB EMIRATE DIRHAMS)

In line with local market practice no deduction has been made for purchaser’s costs. Nor has there been any allowance made in our valuations for a seller’s costs of realisation or for any tax liability.

8.3 Disclosure

Due to the lot size of this asset we think it highly likely that any willing buyer would constitute a consortium of investors. We consider there to be a very few potential single investors able to acquire 100% of this asset. Additionally we believe any acquisition by a consortium would only acquire a percentage share of the asset. This is an important consideration as assessing the value of this asset assuming a single investor is likely to result in this asset being illiquid. As such we have applied a 100 basis point premium to our opinion of prime International shopping centre yields.

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Appendix A – The Dubai Mall Floor Plans

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Appendix B – Fashion Avenue Extension Floor Plans

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Appendix C – Title Deed

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Appendix D – Site Plan

Jones Lang LaSalle Dubai

Emaar Square Building 1 Office 403 Sheikh Zayed Road PO Box 214029 Dubai UAE Tel +971 4 426 6999 Fax +971 4 365 3260

www.jll-mena.com

COPYRIGHT © JONES LANG LASALLE 2014 All rights reserved. No part of this publication may be published without prior written permission from Jones Lang LaSalle. The information in this publication should be regarded solely as a general guide. Whilst care has been taken in its preparation no representation is made or responsibility accepted for the accuracy of the whole or any part. We stress that forecasting is a problematical exercise which at best should be regarded as an indicative assessment of possibilities rather than absolute certainties. The process of making forward projections involves assumptions regarding numerous variables which are acutely sensitive to changing conditions, variations in any one of which significantly affect the outcome, and we draw your attention to this factor.

Simon Brand FRICS Nick Brown MRICS Andrew Renshaw FRICS Christian Luft MRICS

Head of Valuation Advisory Director – Valuation Advisory Lead Director – Valuation Advisory Director – Valuation Advisory MENA MENA EMEA EMEA Emaar Square, Building 1 Emaar Square, Building 1 30 Warwick Street 30 Warwick Street Dubai, UAE Dubai, UAE London, UK London, UK PO Box 214029 PO Box 214029 W1B 5NH W1B 5NH +971 4436 2487 +971 4436 2437 +44 207 399 5566 +44 207 852 4879 [email protected] [email protected] [email protected] [email protected]

www.jll-mena.com

COMPANY Emaar Malls Group PJSC Building 3, Sheikh Zayed Road Emaar Business Park, P.O. Box 9440 Dubai UAE

SELLING SHAREHOLDERS Emaar Properties PJSC Emirates Property Holdings Limited Building 3, Sheikh Zayed Road Building 3, Sheikh Zayed Road Emaar Business Park, P.O. Box 9440 Emaar Business Park, P.O. Box 9440 Dubai UAE Dubai UAE

FINANCIAL ADVISOR N M Rothschild & Sons Limited New Court St Swithin’s Lane London EC4N 8AL United Kingdom

JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS Merrill Lynch International J.P. Morgan Securities plc Morgan Stanley & Co International plc 2 King Edward Street 25 Bank Street 25 Cabot Square London EC1A 1HQ Canary Wharf Canary Wharf United Kingdom London E14 5JP London, E14 4QA United Kingdom United Kingdom

JOINT BOOKRUNNERS HSBC Bank Middle East National Bank of Abu Dhabi Emirates Financial Services EFG Hermes UAE Limited PJSC PSC Limited 2nd Floor, Building No.5 One NBAD Tower P.O. Box 2336 Gate Building West Wing, Emaar Square, Sheikh Zayed Sheikh Khalifa Street Dubai, United Arab Emirates 6th Floor, Road, Dubai, United Arab P.O. Box 4 P.O. Box 30727, DIFC Emirates Abu Dhabi, United Arab Emirates Dubai, UAE

LEGAL ADVISERS To the Company as to English and US law Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom To the Company as to UAE law Al Tamimi & Company 6th Floor, Building 4 East Dubai International Financial Centre P.O. Box 9275 Dubai, United Arab Emirates To the Joint Bookrunners as to English and US law To the Joint Bookrunners as to UAE law Allen & Overy LLP Allen & Overy LLP One Bishops Square Level 2 London E1 6AD Gate Village Building No. 8 United Kingdom Dubai International Financial Centre P.O. Box 506678 Dubai, United Arab Emirates

AUDITORS TO THE COMPANY Ernst & Young Middle East, Dubai Branch P.O. Box 9267 28th Floor Al Attar Business Tower Dubai, United Arab Emirates