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Arif Habib Dolmen REIT Management Limited Directors' Review Report For the Period Ended 31 st December 2017

The Board of Directors of Arif Habib Dolmen RETT Management Limited (RMC) are pleased to present the Financial Information of the Company for the half year and quarter ended on 31 st December 2017.

Operational and Financial Results Dolmen City REIT, remained the backbone ofRMC's income. The Scheme's profit over the period has shown a growth of9.01 % amounting to PKR 2,490.76 million as compared to PKR 2,284.97 million during the same period last year.

With the increase in profitability of the Scheme, the RMC earned a management fee amounting to PKR 40.43 million (31 December 2016: 37.55 million). The administrative expenses of the RMC for the period were PKR 24.77 million (31 December 2016: PKR 22.23 million) which resulted in gross profit for the period amounting to PKR 15.66 million (31 December 2016: PKR 15.32 million). The finance cost for the period amounted to PKR 59.72 million (31 December 2016: PKR 40.50 million). Loss on disposal of security amounted to PKR 94.05 million. As a result, the loss after tax for the period amounted to PKR 148.69 million as compared to profit after tax for the corresponding period amounting to PKR 45.55 million. The profit in the corresponding period and loss in the current period is on account of loss incurred on disposal of security and also that in corresponding period dividend income amounting to PKR 115.63 million which during the current period is Nil due to divestment.

Future outlook REITs are an important investment vehicle for the documentation of the real estate sector and the deepening of the capital markets, it is therefore vital that REITs are promoted at all levels. As of now, RElTs are at a severe disadvantage in comparison to all other organizational forms such as proprietorship, partnership or a private or public limited company in Pakistan. Higher than normal dividend taxation on companies investing in REITs, which is 25%; compared with 12.5% when companies invest in stock funds; Capital Gains taxation on the paper gain at the time of transfer of property to REIT schemes (whereby property transfers in the name of REIT's Trustee is an additional step which is not required in any other form of organization); and on top of that, Advance taxation both for the seller, as well as the acquirer of the property at that stage, have almost halted growth of REITs.

It is important to note that in a real estate project, public money inevitably gets involved in the form of customer advances. Therefore, it is imperative that such business is undertaken by regulated corporate entities such as REITs. However, in order to promote them, it is essential that a level playing field is provided to investors and sponsors when exposed to a REIT business, as compared with other forms of real estate business conducted in Pakistan and tax dis-advantages faced by REITs are removed. Provincial governments also need to rationalize the taxation and duties imposed on the transfer of immovable property to and from REITs (including the Capital Value Tax, Registration fee and Stamp Duty), as has been implemented in the province of Sindh.

Like in every past year, we persevere in our efforts with the relevant sections of the government proposing that the impediments that have been created in the taxation regime for REITs be removed. Unfortunately, none of these impediments were removed through the Finance Act 2017, however, we expect that these will be addressed this year, as these are critical for initiating the further launch of REITs in Pakistan. We are also constantly engaged with the SECP, as well as the industry members and have proposed restructuring of the REIT Regulations 2015, so as to make these more conducive to the on-the-ground realities in Pakistan.

There are numerous projects and opportunities we are considering which await rationalization of the taxation and regulatory regimes towards REITs. We are optimistic that with a renewed interest by the SECP to identify and address the regulatory impediments in growth, as well as the SECP's engagement with the FBR and the Ministry of Finance with regard to the impediments on the taxation side, it will not be long before REITs will become the mode of choice for significant real estate transactions and Pakistan will be rid of the ills that are associated with undocumented real-estate.

Related Party Transaction In order to comply with REIT Regulations and the Code of Corporate Governance, the RMC presented all related party transactions before the Audit Committee and Board for their review and approval.

Acknowledgement

The Board would like to thank the Securities and Exchange Commission of Pakistan and other business partners for their continued cooperation and support. We also appreciate the effort put in by the management team

For and on behalf of the Board

;~~ ~

~EjaZ Chief Executive 26 February 2018

_Russell Bedford

Rahman Sarfaraz Rahim Iqbal Rafiq CHARTERED ACCOUNTANTS

Plot No. 180. Block-A. S.M.C.H.S. Karachi-74400 PAKISTAN. Tel No. (021) 34549345-9 E-Mail: [email protected] Website: www.rsrir.com Other Offices at Lahore - Rawalpindi / Islamabad

Auditors' Report to Members on Review of Condensed Interim Financial Information

Introduction

We have reviewed the accompanying condensed interim balance sheet of Arif Habib Dolmen REIT Management Limited ("the Company") as at 31 December 2017 and the related condensed interim profit and loss account, condensed interim statement of comprehensive income, condensed interim cash flow statement, condensed interim statement of changes in equity and notes to the condensed interim financial information for the six months period then ended (here-in-after referred to as the "condensed interim financial information"). Management is responsible for the preparation and presentation of this condensed interim financial information in accordance with approved accounting standards as applicable in Pakistan for interim financial reporting. Our responsibility is to express a conclusion on this condensed interim financial information based on our review.

Scope of review

We conducted our review in accordance with InternationalStandard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant 'matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information as at December 31, 2017 is not prepared, in all material respects, in accordance with approved accounting standards as applicable in Pakistan for interim financial reporting.

Other matters

The figures for the quarters ended December 31, 2017 and December 31, 2016 in the condensed interim financial information have not been reviewed by us and we do not express a conclusion on them.

The financial statements as at June 30, 2017 and condensed interim financial information as at December 31, 2016 of the Company were audited and reviewed by another auditor whose reports dated August 01, 2017 and February 24, 2017 respectively, expressed an unqualified opinion and conclusion.

Karachi Dated: f2' 6 FEB 2018

~~. W Rahman Sarfaraz Rahim Iqbal Rafiq, Chartered Accountants Engagement Partner: Muhammad Rafiq Dosani.

A member of Russell Bedford International A global network of independent accountancy firms, business consultants and specialist legal advisers.

ARIF HABIB DOLMEN REIT MANAGEMENT LIMITED CONDENSED INTERIM BALANCE SHEET AS AT DECEMBER 31, 2017

Un audited Audited December 31, June 30,

2017 2017 Note Rupees

ASSETS N on- Current Assets Property and equipment 6 635,650 705,980 Intangible assets 26,844 32,148 Long term deposit and receivable 2,376,000 2,376,000 Long term loans to employees 58,000 56,000 Formation cost receivable from the Scheme 7 50,339,537 105,255,397 Deferred Tax 15,926,468 20,112,651

69,362,499 128,538,176 Current Assets Mark-up accrued on bank deposits - from a related party 3,884 17,058 Receivable from the Scheme 8 77,809,479 76,844,090 Current portion of long term loan to employees and advances 9 7,331,272 1,438,625 Prepayment and other receivables 951,035 922,100 Tax Refund due from government 524,966 Short term investment 10 116,393 1,315,432,293 Cash and bank balances II 6,504,435 16,468,698

92,716,498 1,411,647,830

Total Assets 162,078,997 1,540,186,006

EQUITY AND LIABILITIES

Capital And Reserves Authorized Capital

50,000,000 (June 2017: 50,000,000) ordinary of Rs.I0/- each 500,000,000 500,000,000

Issued, subscribed and paid-up capital 200,000,000 200,000,000 Capital reserve 36,296 203,502,196 Unappropriated profits (55,642,386) 93,048,407

144,393,910 496,550,603

Liabilities Non-Current Liabilities Long term loan 12 32,500,000

Current Liabilities Current portion of long term loan 992,578,333 Accrued markup 130,071 Taxation - net 653,992 Accrued expenses and other payables 13 17,031,095 18,426,999

17,685,087 1,011,135,403 Contingencies And Commitments

Total Equity And Liabilities 162,078,997 1,540,186,006

The annexed notes form an integral part of this condensed interim financial information.

r7 DIRECTOR

ARIF HABIB DOLMEN REIT MANAGEMENT LIMITED CONDENSED INTERIM PROFIT AND LOSS ACCOUNT FOR THE HALF YEAR ENDED DECEMBER 31,2017 (UN-AUDITED)

Second Quarter ended December 31, December 31, December 31, December 31,

2017 2016 2017 2016 Note Rupees

Revenue - Management fee 15 40,425,810 37,545,630 20,259,840 18,296,280

Administrative expenses 16 (24,768,556) (22,228,920) (11,989,409) (11,922,035)

15,657,254 15,316,710 8,270,431 6,374,245

Loss on disposal of securities 10.2 (93,096,869)

Finance cost 17 (59,724,485) (40,495,152) (122,453) (15,374,620)

(137,164,100) (25,178,442) 8,147,978 (9,000,375)

Other income 422,854 115,982,928 158,738 268,921

Other operating expense (950,000)

(Loss) / profit before taxation (137,691,246) 90,804,486 8,306,716 (8,731,454)

Taxation 18 (10,999,547) (45,249,922) (3,908,973) (12,518,160)

(Loss) / profit after taxation (148,690,793) 45,554,564 4,397,743 (21,249,614)

Earning per share - basic and diluted (7.43) 2.28 0.22 (1.06)


~ CHIEF EXECUTIVE DIRECTOR

ARlF HARm OOLMEK REIT MAi\AGEM.ENT LIMJTED CONDENSED INTERIM STATEMENT OF COi\IPREH£NSIVE JNCOME fOR THE HALF' YEAR ENDED DECEMBER 31,2017 (ON-AlJIHn:O)

Profit after taxation

Other comprehensive (loss) f income for the period

Total comprehensive (loss) I income for the period

December 31, 2017

December 31, 2016

December 31, 2017

Second Quarter ended December 31,

2016

------------------Rupees------------------

(148,690,793)

(203,465,900)

(352,156,693)

45,554,564

7,785,775

53,340,339


~ CI-HEF EXECUTJ\ E

4,397,743

4,397,743

"

DlP...ECTOJ~

(21,249,614)

70,047,851

48,798,237

ARIF HABIB DOLMEN REIT MANAGEMENT LIMITED

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE HALF YEAR ENDED DECEMBER 31, 2017 (UN-AUDITED)

Reserves

Capital Revenue Issued,

subscribed & Fair Value Unappropriate Total paid up capital Reserve d profits

Rupees

Balance as at July 1,2016 200,000,000 88,981,481 73,473,478 362,454,959

Total Comprehensive income for the half year ended December 31,2016 7,785,775 45,554,564 53,340,339

Balance as at December 31, 2016 200,000,000 96,767,256 119,028,042 415,795,298

Balance as at July 1, 2017 200,000,000 203,502,196 93,048,407 496,550,603

Total Comprehensive loss for the half year ended December 31,2017 (203,465,900) (148,690,793) (352,156;693)

Balance as at December 31,2017 200,000,000 36,296 (55,642,386) 144,393,910


~ CHIEF EXECUTIVE

r7 DIRECTOR

ARIF HABIB DOLMEN REIT MANAGEMENT LIMITED CONDENSED INTERIM CASH FLOW STATEMENT FOR THE HALF YEAR ENDED DECEMBER 31, 2017 (UN-AUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss) / Profit before taxation Adjustments for:

- Depreciation - Amortization - Interest on amortized cost - Loss on disposal of units - Mark-up on long term loan - Mark-up on bank deposit

Cash generated from operating activities before working capital changes

Effect on cash flow due to working capital changes (Increase) / decrease in current assets

- Receivable frorn scheme - Current portion of long term loan to employee and advances - Prepayment and other receivable

Increase / (decrease) in current liabilities - Accrued expenses and other payables

Cash generated from operations

Long term loan to employee Markup paid Taxes paid

Net cash (used in) / generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment Formation cost received from scheme Markup received

Net cash generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term loan Proceed form disposal of long term loan Repayment of short term loan

Net cash used in financing activities

Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

December 31, 2017

December 31, 2016

Note ----Rupees----

(137,691,246) 90,804,486

105,330 83,380 5,304 -

58,674,798 40,318,612 93,096,869 1,040,899 175,315 (422,854) (350,528)

152,500,346

14,809,100

40,226,779

131,031,265

(1,395,904) (22,256,490) 6,526,225 107,163,108

(2,000) 30,000 (1,170,970) (5,634,406) (32,756,686) (281,151) 74,436,422

(35,000) (699,220) 54,915,860 54,915,860

436,028 299,065 55,316,888 54,515,705

(65,000,000) (86,724,300) - 100,000,000 - (112,800,000)

(65,000,000) (99,524,300)

(9,964,263) 16,468,698

29,427,827 12,895,761

11 42,323,588 6,504,435


~

~. CHIEF EXECUTIVE DIRECTOR

ARIF HABm DOLMEN REIT MANAGMENT LIMITED CONDENSED INTERIM SELECTED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED DECEMBER 31,2017 (UN-AUDITED)

1 STATUS AND NATURE OF BUSINESS

Arif Habib Dolmen REIT Management Limited (the Company) was incorporated in Pakistan as a public limited company (un-quoted) on April 08, 2009 under the repealed Companies Ordinance, 1984 (now Companies Act 2017). The Company is a REIT Management Company, registered under the Non Banking Finance Companies (Establishment and Regulation) Rules, 2003, with the Securities and Exchange Commission of Pakistan (SECP). The Certificate for commencement of business was obtained from SECP on September 07, 2009. The registered office of the Company is situated at Arif Habib Centre, 23 M.T. Khan Road, Karachi, Pakistan.

The Company has been established with exclusive objective to launch Real Estate Investment Trust (REIT) Schemes and provide REIT management services in accordance with the Real Estate Investment Trust Regulations, 2015. The Company is rated AM2 (RMC) by JCR-VIS Credit Rating Company Limited.

2 BASIS OF PREPARATION

2.1 Statement of compliance

This condensed interim financial information has been prepared in accordance with the requirements of the International Accounting Standard 34 - "Interim Financial Reporting" and provisions of and directives issued under the repealed Companies Ordinance, 1984, the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003 (the NBFC Rules 2003), the Real Estate Investment Trust Regulations, 2015 (REIT Regulation 2015) and directives issued by the Securities and Exchange Commission of Pakistan (SECP). In case where requirements differ, the provisions of or directives issued under the repealed Companies Ordinance, 1984, the NBFC Rules 2003, the REIT Regulation 2015 or the directives issued by the SECP shall prevail.

This condensed interim financial information is unaudited and is being submitted to the members of the Company as required under section 237 of the Companies Act, 2017 and the listing regulations of Pakistan Stock Exchange Limited. The figures in the condensed interim financial information for the quarters ended 31 December 2017 and 31 December 2016 have not been reviewed by the auditors.

In May 2017, the Companies Act, 2017 ('the Act') was promulgated. However, the SECP vide its Circular no. 23 / 2017 dated October 04, 2017 communicated its decision that companies whose financial year closes on or before December 31, 2017 shall prepare their financial statements in accordance with the provision of the repealed Companies Ordinance, 1984. Further, Circular no. 17 / 2017 issued by the Institute of Chartered Accountants of Pakistan (lCAP) clarifies that those companies whose financial year closes on or after December 31, 2017 shall prepare their interim financial statements for the period ended December 31,2017 in accordance with the requirements of the repealed Companies Ordinance, 1984.

This condensed interim financial information does not include all the information as required to be reported in the annual financial statements and should be read in conjunction with the annual audited financial statements of the Company as at and for the year ended June 30, 2017.

2.2 Accounting convention

This condensed interim financial information has been prepared under the historical cost convention except as otherwise disclosed in these notes.

2.3 Functional and presentation currency

This condensed interim financial information is presented in Pakistani Rupee which is the Company's functional and presentation currency.

3 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied for the preparation of this condensed interim financial information are the same as those applied in the preparation of the annual published audited financial statements of the Company for the year ended June 30, 2017.

Amendments to certain existing standards and new interpretation on approved accounting standards that become effective during the period either were not relevant to the Company's operations or did not have any significant impact on the accounting policies of the Company.

4 ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of this condensed interim financial information in conformity with the approved accounting standards requires management to make estimates, assumptions and use judgments that affect the application of policies and reported amounts of assets and liabilities and income and expenses. The estimates and associated assumptions are based on historical experiences. Actual results may differ from these estimates.

The significant estimates, judgments and assumptions made by the management in applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual financial statements as at and for the year ended June 30, 2017.

5 RISK MANAGEMENT

The financial risk management objectives and policies are consistent with those disclosed in the annual audited financial statements of the Company as at and for the year ended June 30, 2017.

6 PROPERTY AND EQUIPMENT Unaudited 31 December

2017

Audited 30 June 2017

--- Amount in Rupees ---

Opening net book value Additions during the period / year

227,999 699,220

705,980 35,000

635,650

927,219 (221,239) Less: Depreciation for the period / year

740,980 (105,330)

705,980

December 31, 2017

June 30, 2017

7 FORMATION COST RECEVIABLE FROM SCHEME


Formation cost of scheme Less: Current portion shown under current asset

105,255,397 (54,915,860)

160,171,257 (54,915,860)

50,339,537 105,255,397

7.1 This represent amount receviable on account of preliminary expenses paid by the Company for launching of Dolmen City REIT in accordance with REIT Regulation, 2015. This is interest free and is receviable from the Dolmen City REIT in equal intallments annually over a period of five years.

December 31, 2017

8 RECEVIABLE FROM THE SCHEME Note

June 30, 2017

8.1

---Amount in Rupees ---

Management fee receviable Current portion of formation cost of scheme

22,893,619 54,915,860 77,809,479

21,928,230 54,915,860 76,844,090

8.1 Under the provisions 33 ofREIT Regulations, 2015, RMC is entitled to an annual management fee not exceeding three percent of Net Operating Income (NOI) of the Scheme (Dolmen City REIT). The management fee is receviab1e on quarterly basis.

December 31, 2017

9 CURRENT PORTION OF LONG TERM LOAN TO EMPLOYEES AND ADVANCES


115,779 113,129 1,315,318,550

115,779 1,315,431,679

614 614 116,393 1,315,432,293

---

Unsecured, considered good Current portion of loans to employees 406,000

Advances to: Employees 6,925,272

7,331,272 10 SHORT TERM INVESTMENT

Investment at fair value through OCI

- Pakistan Cash Management Fund - Dolmen City REIT

10.1 10.2

Investment at fair value through profit and loss

- ArifHabib Limited - Marginal Trading System (MTS)

June 30, 2017

162,169

1,276,456 1,438,625

10.1 It represents investment of 2,250 units in Pakistan Cash Management Fund of MCB-Arif Habib Saving and Investment Limited. The aggregate cost of units is Rs. 90,758 (June 30, 2017 : Rs. 90,758). Market value at period end is Rs. 51.45 (June 30, 2017 : Rs. 50.27) per unit.

10.2 During the period, the Company has disposed off its investment in Dolmen City REIT to International Complex Project Limited (ICPL), representing 111,185,000 units, to settle the amount of loan payable to ICPL amounted to Rs 1,018,753,13l.

December 31, 2017

June 30, 2017

Cash in hand 9,692


9,507

11 CASH AND BANK BALANCES Note

Cash at Bank - in saving account - in current account

6,494,615 128

11.1

6,494,743 6,504,435

16,459,063 128

16,459,191 16,468,698

11.1 This includes a saving account maintained with a related party amounting to Rs. 617,987 (30 June 2017: Rs. 4,125,296). These carry markup at the rates ranging from 3.75% to 4.50% (30 June 2017 : 4% to 5.6%) per annum.

December 31, 2017

June 30, 2017

12 LONG TERM LOAN Note ----.,-- Amount in Rupees ---

From related party

International Complex Projects Limited

Less: unamortized cost

1,018,753,131

(58,674,798)

960,078,333

(960,078,333) Less: Current portion 12.1

Other

Less: current portion

65,000,000

(32,500,000)

Term finance loan

12.2 32,500,000

Closing balance as at 32,500,000

12.1 During the year company setteled the amount of loan payable to ICPL through disposal of its units in Dolmen City REIT as disclosed in note no 10.2.

12.2 The Company is liable to pay Rs 65 million to The Bank of Punjab out of which Rs. 32.5 million is to be paid within the period of 1 year and the rest should be paid after 1 year. However, the company has setteled all its liability in current period.

December 31, 2017

June 30, 2017

13 ACCRUED EXPENSES AND OTHER PA YBLES Note --- Amount in Rupees ---

Preliminary expnenses payable 522,410 523,158

Accrued expenses 13.1 1,195,793 1,895,092

Sales tax payable 15,065,940 15,967,359

Others 246,952 41,390

17,031,095 18,426,999

13.1 It includes Rs. 178,148 (2017: Rs. 177,865) payable to a related party.

14 CONTINGENCIES AND COMMITMENT

There were no contingencies and commitment existed at period end (June 30 2017 : Nil).

Second Quarter ended December 31, December 31, December 31, December 31,

2017 2016 2017 2016 15 MANAGEMENT FEE Note Rupees

Management fee 8.1 45,681,165 42,426,562 22,893,619 20,674,796 Sales tax (5,255,355) (4,880,932) (2,633,779) (2,378,516)

40,425,810 37,545,630 20,259,840 18,296,280

16 ADMINISTRATIVE EXPENSES

Salaries, allowances and benefits 15,491,312 14,145,294 7,776,180 7,223,174 Legal and professional 914,246 1,455,479 580,802 707,507 Communication 239,039 204,611 121,348 98,738 Travelling expense 1,818,647 647,807 752,571 410,770 Office maintenance charges 1,611,146 1,029,091 705,739 540,131 Printing and stationery 83,025 87,370 31,831 51,330 Insurance 625,336 573,414 307,117 395,691 Depreciation 105,330 83,380 56,280 65,560 Amortization 5,304 Auditor's remuneration 152,000 82,700 81,800 13,949 Others 1,160,036 601,371 471,844 272,932 Director meeting fee 150,000 300,000 300,000 Training and membership expenses 134,060 914,558 114,360 914,558 Rent expense 1,927,530 1,752,300 963,765 876,150 Professional tax 51,545 51,545 25,772 51,545 Donation 300,000 300,000

24,768,556 22,228,920 11,989,409 11,922,035

17 FINANCE COSTS

Amortisation effect on long term loan 58,674,798 40,318,612 15,198,605 Mark-up on long term loan 1,040,899 175,315 120,329 175,315 Bank charges 8,788 1,225 2,124 700

59,724,485 40,495,152 122,453 15,374,620

18 TAXATION

Current tax Prior

6,769,470 32,318,120 1,341,134 3,190,303 43,894 2,499,409 43,894 2,499,409

Deferred 6,813,364 4,186,183

34,817,529 10,432,393

1,385,028 2,523,945

5,689,712 6,828,448

10,999,547 45,249,922 3,908,973 12,518,160

December 31, 2017

19 RELATED PARTY DISCLOSURE

December 31, 2016

---- Rupees ----

Transactions with associates Mark-up income on bank deposit Mark-up received Repayment of long term loan Repayment of loan Disposal of investment in units Rent expense / paid Common shared expenses Payment of preliminary expenses of Dolmen City REIT Employers' contribution to VPS Brokerage commission

28,471 41,645

1,018,753,131 1,111,850,000

1,927,530 1,491,529

1,044,900 667,110

Transactions with sponsors Short term advance repaid during the period

Balance as at Receivable against exepsnes incurred on behalf of assocaites

227,253 175,790

(86,724,300)

1,752,300 1,059,349

24,175,000 871,946

112,800,000

===2=1=3~,8=34== =-~_141 ,533

20 DATE OF AUTHORIZATION FOR ISSUE

These financial statements were authorized for issue by the Board of Directors in meeting held on ..2 ti I" I:.ts LU ad .

21 CORRESPONDING FIGURES

Corresponding figures have been rearranged and reclassified, wherever necessary, for the purpose of better presentation, the effect of which are not material.

DIRECTOR

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