IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering memorandum (the attached document) and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached document. In accessing the attached 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 not to 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 US SECURITIES ACT OF 1933, AS AMENDED (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 the attached document, you are deemed to have represented to Emirates Financial Services PSC (EFS), Goldman Sachs International (Goldman Sachs), HSBC Bank Middle East Limited (HSBC and together with EFS and Goldman Sachs, the Joint Global Coordinators), EFG—Hermes UAE Limited (EFG and together with the Joint Global Coordinators, the Joint Bookrunners), SHUAA Capital psc (SHUAA Capital and together with the Joint Bookrunners, the Managers) and Dubai Parks and Resorts PJSC (under incorporation) (the Company) that (i) you are acting on behalf of, or you are, an institutional investor outside the United States (as defined in Regulation S under the Securities Act) (ii) if you are in the United Kingdom (UK), you are a Relevant Person (as defined under ‘‘Subscription and sale—Selling restrictions—United Kingdom’’ in the attached document); (iii) if you are in any member state of the European Economic Area (the EEA) other than the UK, you are a Qualified Investor (as defined in the Prospectus Directive); (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; and (v) if you are outside the United States, UK and EEA (and the electronic mail addresses that you gave us and to which the attached document has been delivered is not located in such jurisdictions), you are a person into whose possession the attached document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. The attached 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 Managers or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the attached document distributed to you in electronic format and any hard copy version. By accessing the attached document, you consent to receiving it in electronic form. A hard copy of the attached document will be made available to you only upon request. You are reminded that the attached document has been made available to you solely on the basis that you are a person into whose possession the attached 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 the attached 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. None of the Managers or any of their respective affiliates, or any of their respective directors, officers, employees or agents, accepts any responsibility whatsoever for the contents of the attached document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Qualified Institutional Offering (as defined in the attached document). The Managers 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 the attached document or any such statement. No representation or warranty, express or implied, is made by any of the Managers or any of their respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in the attached document. The Managers are acting exclusively for the Company and no one else in connection with the Qualified Institutional Offering (as defined in the attached document). They will not regard any other person (whether or not a recipient of the attached document) as their client in relation to the Qualified Institutional Offering and will not be responsible to anyone other than the Company 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 the attached 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. OFFERING MEMORANDUM DATED 17 NOVEMBER 2014 CONFIDENTIAL NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES 10NOV201409501269 DUBAI PARKS AND RESORTS 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) Offering of 2,528,731,083 ordinary shares Offer Price: AED 1.01 per ordinary share 2,528,731,083 ordinary shares with a nominal value of AED 1.00 each (the Shares) of Dubai Parks and Resorts PJSC, a company under incorporation under the laws of the UAE, (the Company) are being offered by the Company in this offering (the Offering), at an offer price of AED 1.01 per Share, which includes AED 0.01 per Share in offer costs (the Offer Price). The Offering comprises an offering of Shares (i) outside the United States to institutional investors in reliance on Regulation S (Regulation S) under the US Securities Act of 1933, as amended (the Securities Act) (the International Offering), (ii) in the Dubai International Financial Centre (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 together with the International Offering, the Qualified Institutional Offering) and (iii) in the United Arab Emirates (the UAE) (A) to natural persons who are citizens of any country (with the exception of persons located in the United States as defined in the Securities Act), (B) to juridical persons and (C) in accordance with Article 80 of UAE Federal Law No. 8 of 1984 regarding Commercial Companies (as amended), to the Emirates Investment Authority (EIA) (the UAE Offer). The offer of Shares under this Offering Memorandum relates only to the Qualified Institutional Offering. The Qualified Institutional Offering will comprise up to 60 per cent. of the Shares. The UAE Offer (including the offer to the EIA) will comprise a minimum of 40 per cent. of the Shares. The Offering is subject to the full subscription of all the Shares including the subscription of the UAE Offer to a minimum of 40 per cent. of the Shares. Prior to the Offering, there has been no public market for the ordinary shares of the Company (the Ordinary Shares). The Company has applied for the Ordinary Shares to be listed on the Dubai Financial Market (the DFM) and to list the Ordinary Shares on the DFM under the symbol ‘‘DUBAIPARKS’’ (the Admission). There will be no conditional dealings in the Ordinary Shares prior to Admission. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on the DFM on or about 10 December 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. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and the distribution of this Offering Memorandum, see ‘‘Subscription and sale’’ and ‘‘Transfer restrictions’’. The Shares are offered pursuant to the Qualified Institutional Offering 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.