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THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE (1) QUALIFIEDINSTITUTIONAL BUYERS (‘‘QIBs’’) AS DEFINED IN RULE 144A (‘‘RULE 144A’’) UNDER THEUNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR(2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S (‘‘REGULATION S’’)UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES INTHE UNITED STATES.

IMPORTANT: You must read the following before continuing. The following applies to the attachedoffering memorandum (the ‘‘Offering Memorandum’’) following this page and you are therefore advisedto read the disclaimers set out in this electronic transmission carefully before reading, accessing or makingany other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to bebound by the following terms and conditions, including any modifications to them from time to time, eachtime you receive any information from Emaar Misr for Development S.A.E. (‘‘Emaar Misr’’ or the‘‘Company’’), Emaar Properties PJSC (the ‘‘Principal Shareholder’’), EFG Hermes Promoting andUnderwriting and J.P. Morgan Securities plc (together, the ‘‘Joint Global Coordinators’’) and EmiratesFinancial Services PSC and Emirates NBD Bank PJSC (together with the Joint Global Coordinators, the‘‘Managers’’) as a result of such access. You acknowledge that this electronic transmission and the deliveryof the Offering Memorandum is confidential and intended for you only and you agree you will not forward,reproduce or publish this electronic transmission and/or the Offering Memorandum in any mannerwhatsoever to any other person.

THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIESACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHERJURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLYOR INDIRECTLY, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTIONNOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND INCOMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHERJURISDICTION OF THE UNITED STATES. IN CONNECTION WITH THE OFFERING, THESHARES WILL BE OFFERED AND SOLD ONLY (I) OUTSIDE THE UNITED STATES IN‘‘OFFSHORE TRANSACTIONS’’ IN RELIANCE ON REGULATION S TO INSTITUTIONALINVESTORS IN A NUMBER OF COUNTRIES, INCLUDING EGYPT AND (II) IN THE UNITEDSTATES ONLY TO QIBS IN RELIANCE ON RULE 144A OR ANOTHER EXEMPTION FROM, ORIN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT.

NOTHING IN THIS ELECTRONIC TRANSMISSION, INCLUDING THE ENCLOSED OFFERINGMEMORANDUM, CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANYJURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THIS ELECTRONIC TRANSMISSION, THE ATTACHED ELECTRONIC DOCUMENT AND THEOFFER, WHEN MADE, ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS INMEMBER STATES OF THE EUROPEAN ECONOMIC AREA (‘‘EEA’’) WHO ARE ‘‘QUALIFIEDINVESTORS’’ WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUSDIRECTIVE (DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO, INCLUDINGDIRECTIVE 2010/73/EU, TO THE EXTENT IMPLEMENTED IN THE MEMBER STATE OF THEEUROPEAN ECONOMIC AREA) AND ANY IMPLEMENTING MEASURE IN EACH MEMBERSTATE OF THE EEA (THE ‘‘PROSPECTUS DIRECTIVE’’) (‘‘QUALIFIED INVESTORS’’).

THIS OFFERING MEMORANDUM IS FOR DISTRIBUTION ONLY TO PERSONS WHO: (I) AREOUTSIDE THE UNITED KINGDOM; OR (II) HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THEFINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ASAMENDED, THE ‘‘FINANCIAL PROMOTION ORDER’’); OR (III) ARE PERSONS FALLINGWITHIN ARTICLE 49(2)(A) TO (D) (‘‘HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS ETC’’) OF THE FINANCIAL PROMOTION ORDER; OR (IV) PERSONS TOWHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY(WITHIN THE MEANING OF SECTION 21 OF THE FSMA) IN CONNECTION WITH THE ISSUEOR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED ORCAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TOAS ‘‘RELEVANT PERSONS’’). THIS OFFERING MEMORANDUM IS DIRECTED ONLY ATRELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHOARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICHTHIS OFFERING MEMORANDUM RELATES IS AVAILABLE ONLY TO RELEVANT PERSONSAND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

Confirmation of your Representation: In order to be eligible to view the Offering Memorandum or makean investment decision with respect to the securities described herein, you must be either (1) a QIB or(2) subscribing for or purchasing the securities outside the United States in reliance on Regulation S. Thiselectronic transmission and the Offering Memorandum are being sent at your request and by accepting thee-mail and accessing the Offering Memorandum, you shall be deemed to have represented to theCompany, the Principal Shareholder and the Managers that (i) you are a QIB, (ii) you are acting on behalfof, or you are an institutional investor outside the United States (as defined in Regulation S under theSecurities Act); (iii) if you are in the UK, you are a relevant person; (iv) if you are in any member state ofthe EEA other than the UK, you are a Qualified Investor; (v) the securities acquired by you in the offerhave not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a viewto their offer or resale to, any person in circumstances which may give rise to an offer of any securities tothe public other than their offer or resale in any member state of the EEA which has implemented theProspectus Directive to Qualified Investors; and (vi) if you are outside the United States, United Kingdomand EEA (and the electronic mail addresses that you provided and to which this document has beendelivered are not located in such jurisdictions) you are a person into whose possession this document maylawfully be delivered in accordance with the laws of the jurisdiction in which you are located.

You are reminded that the Offering Memorandum has been delivered to you on the basis that you are aperson into whose possession the Offering Memorandum may be lawfully delivered in accordance with thelaws of the jurisdiction in which you are located and you may not nor are you authorised to deliver theOffering Memorandum, electronically or otherwise, to any other person.

Restriction: Nothing in this electronic transmission constitutes, or may be used in connection with, anoffer of securities for sale to persons other than the specified categories of institutional buyers describedabove and to whom it is directed and access has been limited so that it shall not constitute a generalsolicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will beunable to purchase any of the securities described therein.

None of the Managers nor any of their respective affiliates accepts any responsibility whatsoever for thecontents of this electronic transmission or the Offering Memorandum or for any other statement made orpurported to be made by it, or on its behalf, in connection with the Company, the Principal Shareholder orthe securities or the Offering referred to herein. The Managers and each of their affiliates disclaim all andany liability whether arising in tort, contract or otherwise which they might have in respect of thiselectronic transmission, the Offering Memorandum 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 or sufficiency of the information set out in this electronic transmission.

The Managers are acting exclusively for the Company and no one else in connection with the offer. Theywill not regard any other person (whether or not a recipient of this document) as their client in relation tothe offer and will not be responsible to anyone other than the Company for providing the protectionsafforded to their clients nor for giving advice in relation to the offer or any transaction or arrangementreferred to herein.

The Offering Memorandum has been sent to you in an electronic format. You are reminded thatdocuments transmitted via this medium may be altered or changed during the process of electronictransmission and, consequently, none of the Managers, or any person who controls any of them, nor anydirector, officer, employee nor agent of any of them or affiliate of any such person accepts any liability orresponsibility whatsoever in respect of any difference between the Offering Memorandum distributed toyou in electronic format and the hard copy version available to you on request from the Managers. TheManagers and 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 Managers or any of theirrespective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of theinformation set out in this Offering Memorandum.

If you receive the Offering Memorandum by e-mail, you should not reply by e-mail. Any reply to e-mailcommunications, including those you generate by using the ‘‘reply’’ function on your e-mail software, will beignored or rejected. If you receive the Offering Memorandum in electronic format by e-mail, your use ofsuch Offering Memorandum in electronic format and such e-mail is at your own risk and it is yourresponsibility to take precautions to ensure that each is free from viruses and other items of a destructivenature.

1JUN201505294162

OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTIONIN THE UNITED STATES

Emaar Misr for Development S.A.E.(a joint stock company incorporated under the laws of the Arab Republic of Egypt)

Institutional Offering of 510,000,000 New SharesThis Offering Memorandum relates to the initial public offering by Emaar Misr for Development S.A.E., a joint stockcompany incorporated under the laws of the Arab Republic of Egypt (the ‘‘Company’’ or ‘‘Emaar Misr’’) of 510,000,000 newordinary shares, each with a nominal value of EGP 1 (the ‘‘Institutional Offering Shares’’) to institutional investors (the‘‘Institutional Offering’’).

The Company is also offering up to an additional 90,000,000 new ordinary shares (the ‘‘Public Offering Shares’’ and,together with the Institutional Offering Shares, the ‘‘New Shares’’) in a domestic public offering in Egypt, including to retailinvestors (the ‘‘Egyptian Public Offering’’ and, together with the Institutional Offering, the ‘‘Combined Offering’’) under aseparate offering document (the ‘‘Public Subscription Notice’’). Investors in Egypt should refer to and make any purchasesolely in reliance on the Public Subscription Notice. The Institutional Offering Shares are not being offered to retail investorsin Egypt.

Offer Price: EGP 3.80 per New Share

Investing in the Institutional Offering Shares involves risks. See ‘‘Risk Factors’’ beginning on page 14.

There is currently no market for the ordinary shares of the Company, including the New Shares. Application will be made forlisting and introduction of the New Shares to trading on the Egyptian Stock Exchange (the ‘‘EGX’’) under the symbol‘‘EMFD.CA’’. The existing ordinary shares of the Company were listed on the EGX on 4 March 2015, but trading in theordinary shares, including the New Shares, is conditional on the satisfaction of certain conditions set out in the EGX ListingRules including, without limitation, completion of the Combined Offering. Trading in the ordinary shares of the Company,including the New Shares, on the EGX is expected to commence on or around 2 July 2015, subject to receipt of regulatoryapprovals. The Institutional Offering Shares and the Public Offering Shares will be offered at the Offer Price.

The Institutional Offering Shares are expected to be delivered on or around 2 July 2015, subject to receipt of regulatoryapprovals. The Institutional Offering Shares will be delivered in accordance with the relevant transfer and settlementprocedures prescribed by the Capital Market Law and Misr for Central Clearing, Depository and Registry S.A.E. for thesettlement of shares. See ‘‘Plan of Distribution—Subscription, Prefunding, Settlement and Transfer of the Ordinary Shares’’.Payment for the Institutional Offering Shares must be made in EGP no later than 25 June 2015.

In connection with the Combined Offering, EFG Hermes Promoting and Underwriting, as stabilisation manager (the‘‘Stabilisation Manager’’), or any of its agents, may effect transactions in the ordinary shares of the Company on the EGX witha view to supporting or maintaining the market price of the ordinary shares at a level higher than that which might haveotherwise prevailed in the open market. See ‘‘Stabilisation’’.

The Institutional Offering Shares have not been and will not be registered under the United States Securities Act of 1933, asamended (the ‘‘Securities Act’’), or with any securities regulatory authority of any state or other jurisdiction of the UnitedStates, and may not be offered or sold, directly or indirectly, in the United States, except pursuant to an exemption from, or ina transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicablesecurities laws of any state or other jurisdiction of the United States. The Institutional Offering Shares will be offered and soldonly (i) outside the United States in ‘‘offshore transactions’’ in reliance on Regulation S under the Securities Act(‘‘Regulation S’’) to institutional investors in a number of countries, including Egypt and (ii) in the United States only to‘‘qualified institutional buyers’’ (‘‘QIBs’’) as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’), in reliance onRule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.Prospective purchasers that are QIBs are hereby notified that the sellers of the Institutional Offering Shares may be relyingon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

The Institutional Offering Shares are subject to transfer restrictions in certain jurisdictions. Prospective purchasers shouldread the restrictions described under ‘‘Transfer Restrictions’’ and ‘‘Plan of Distribution—Selling Restrictions’’.

Joint Global Coordinators and Joint Bookrunners

EFG Hermes Promoting and Underwriting J.P. MorganLead Manager

Emirates Financial Services PSC

Offering Memorandum dated 17 June 2015

TABLE OF CONTENTS

IMPORTANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiNOTICE TO PROSPECTIVE INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ivSTABILISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viAVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viENFORCEMENT OF ARBITRAL DECISIONS AND CIVIL LIABILITIES . . . . . . . . . . . . . . viFORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viiPRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ixPRESENTATION OF OPERATING AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . ixVALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xIMPORTANT NOTE REGARDING THE TARGET RATES OF RETURN . . . . . . . . . . . . . . xMARKET AND INDUSTRY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiROUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiWEBSITES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiCERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiiSUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1DESCRIPTION OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8SUMMARY HISTORICAL AND OTHER FINANCIAL INFORMATION . . . . . . . . . . . . . . . 12RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38DESCRIPTION OF EMAAR MISR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . 112THE EGYPTIAN REAL ESTATE MARKET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116SECURITIES MARKET INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123DESCRIPTION OF SHARE CAPITAL AND APPLICABLE EGYPTIAN LAW . . . . . . . . . . . 124TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1ANNEX A: VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

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IMPORTANT INFORMATION

Each prospective investor, by accepting delivery of this Offering Memorandum, agrees that this OfferingMemorandum is being furnished solely for the purpose of enabling a prospective investor to consider thepurchase of the Institutional Offering Shares. Any reproduction or distribution of this OfferingMemorandum, in whole or in part, any disclosure of its contents or use of any information herein for anypurpose other than considering an investment in the Institutional Offering Shares is prohibited, except tothe extent that such information is otherwise publicly available.

In this Offering Memorandum, the ‘‘Company’’ and ‘‘Emaar Misr’’ refer to Emaar Misr forDevelopment S.A.E., unless the context otherwise requires. ‘‘Emaar Properties’’ and ‘‘PrincipalShareholder’’ refers to Emaar Properties PJSC, the current parent company of Emaar Misr.

None of EFG Hermes Promoting and Underwriting, J.P. Morgan Securities plc, Emirates FinancialServices PSC and Emirates NBD Bank PJSC (together, the ‘‘Managers’’), any of their respective affiliatesor advisors makes any representation or warranty, express or implied, nor accepts any responsibility, as tothe accuracy or completeness of any of the information in this Offering Memorandum and accordinglydisclaim, to the fullest extent permitted by applicable law, any and all liability, whether arising in tort,contract or otherwise that they may otherwise be found to have in respect of this Offering Memorandum.This Offering Memorandum is not intended to provide the basis of any credit or other evaluation andshould not be considered as a recommendation by any of the Company, the Principal Shareholder or theManagers that any recipient of this Offering Memorandum should purchase the Institutional OfferingShares. Each potential purchaser of Institutional Offering Shares should determine for itself the relevanceof the information contained in this Offering Memorandum, and its purchase of Institutional OfferingShares should be based upon such investigation, as it deems necessary.

Emirates Financial Services PSC is acting as a manager in connection with the Institutional Offering butnot as an underwriter. Emirates NBD Bank PJSC, an affiliate of Emirates Financial Services PSC, is actingonly as an underwriter in connection with the Institutional Offering and will have the obligation topurchase Institutional Offering Shares for which Emirates Financial Services PSC fails to procurepurchasers. References to the Managers in this Offering Memorandum should be construed accordingly.

This Offering Memorandum does not constitute an offer to the public to purchase or otherwise acquire theInstitutional Offering Shares. In making an investment decision regarding the Institutional OfferingShares, prospective investors must rely on their own examination of the Company and the terms of theInstitutional Offering, including the merits and risks involved and prospective investors should rely only onthe information contained in this Offering Memorandum. None of the Company, the Principal Shareholderor the Managers has authorised any other person to provide prospective investors with differentinformation. If anyone provides prospective investors with different or inconsistent information,prospective investors should not rely on it. Prospective investors should assume that the informationappearing in this Offering Memorandum is accurate only as of its date. The Company’s business, financialcondition, results of operations, prospects and the information set forth in this Offering Memorandum mayhave changed since the date hereof.

This Offering Memorandum does not constitute an advertisement or an offer of securities in Egypt. It isnot intended to be and must not be distributed publicly and/or to, or for the benefit of, any person withinEgypt except as may be permitted by Egyptian law.

Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Managers by anyapplicable regulatory regime, none of the Managers accepts any responsibility whatsoever for the contentsof this Offering Memorandum or for any other statement made or purported to be made by it or any ofthem or on its or their behalf in connection with the Company or the Institutional Offering Shares. Each ofthe Managers accordingly disclaims, to the fullest extent permitted by applicable law, all and any liabilitywhether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have inrespect of this Offering Memorandum or any such statement.

The Company accepts responsibility for the information contained in this Offering Memorandum, andhaving taken all reasonable care to ensure that such is the case, the information in this OfferingMemorandum is, to the best of the Company’s knowledge, in accordance with the facts and contains nomaterial omission.

In this Offering Memorandum, the Company has included its own estimates, assessments, adjustments andjudgments in preparing some market information, which has not been verified by an independent third-

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party. Market information included herein is, therefore, unless otherwise attributed to a third-party source,to a certain degree subjective. While the Company believes that its own estimates, assessments,adjustments and judgments are reasonable and that the market information prepared by it approximatelyreflects the industry and the markets in which it operate, there is no assurance that its own estimates,assumptions, assessments, adjustments and judgments are the most appropriate for making determinationsrelating to market information or that market information prepared by other sources will not differmaterially from the market information included herein.

Prospective investors should not consider any information in this Offering Memorandum to be investment,legal or tax advice. Prospective investors should consult their own counsel, accountant and other advisorsfor legal, tax, business, financial and related advice regarding investing in the Institutional Offering Shares.In making an investment decision, you must rely on your own examination, analysis and enquiry of theCompany and the terms of the Institutional Offering, including all of the merits and risks involved. None ofthe Company, the Principal Shareholder or the Managers makes any representation to any offeree orpurchaser of the Institutional Offering Shares regarding the legality of an investment in the InstitutionalOffering Shares by such offeree or purchaser under appropriate investment or similar laws.

Each of the Managers is acting exclusively for the Company and no one else in connection with theInstitutional Offering. None of the Managers will be responsible to any other person (whether or not arecipient of this Offering Memorandum) for providing the protections afforded to their respective clientsnor for providing advice in relation to the Institutional Offering or any transaction or arrangementreferred to herein.

In connection with the Institutional Offering, the Managers and any of their respective affiliates acting asan investor for its or their own account or accounts may subscribe for or purchase, as the case may be,Institutional Offering Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise dealfor its or their own account or accounts in such Institutional Offering Shares, any other securities of theCompany or other related investments in connection with the Institutional Offering or otherwise.Accordingly, references in this Offering Memorandum to the Institutional Offering Shares being issued,offered, subscribed or otherwise dealt with should be read as including any issue or offer to, or subscriptionor dealing by, the Managers and any of their respective affiliates acting as an investor for its or their ownaccount or accounts. The Managers do not intend to disclose the extent of any such investment ortransactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Company may withdraw the Institutional Offering at any time before the issuance of the InstitutionalOffering Shares and the Company, the Principal Shareholder and the Managers reserve the right to rejectany offer to purchase the Institutional Offering Shares, in whole or in part, and to sell to any prospectiveinvestor less than the full amount of the Institutional Offering Shares sought by such investor.

The Offering Memorandum does not constitute or form part of an offer to sell, or a solicitation of an offerto buy, any security other than the Institutional Offering Shares offered in the Institutional Offering. Thedistribution of this Offering Memorandum and the offer and sale of the Institutional Offering Shares maybe restricted by law in certain jurisdictions. Persons into whose possession this Offering Memorandumcomes are required to inform themselves about, and observe any such restrictions. See ‘‘TransferRestrictions’’ and ‘‘Plan of Distribution—Selling Restrictions’’ elsewhere in this Offering Memorandum.None of the Company, the Principal Shareholder or the Managers accepts any legal responsibility for anyviolation by any person, whether or not a prospective investor, of any such restrictions. Prospectiveinvestors must comply with all applicable laws and regulations in force in any jurisdiction in which theypurchase, offer or sell the Institutional Offering Shares or possess or distribute this Offering Memorandumand prospective investors must obtain any consent, approval or permission required for their purchase,offer or sale of the Institutional Offering Shares under the laws and regulations in force in any jurisdictionto which they are subject or in which they make such purchases, offers or sales. None of the Company, thePrincipal Shareholder or the Managers is making an offer to sell the Institutional Offering Shares or asolicitation of an offer to buy any of the Institutional Offering Shares to any person in any jurisdictionexcept where such an offer or solicitation is permitted.

No action has been or will be taken in any jurisdiction, other than the Egyptian Public Offering pursuant tothe Public Subscription Notice, that would permit a public offering of the Institutional Offering Sharesoffered in the Institutional Offering, or possession or distribution of this Offering Memorandum or anyother offering material in any country or jurisdiction where action for that purpose is required.Accordingly, neither the Institutional Offering Shares may be offered or sold, directly or indirectly, andneither this Offering Memorandum nor any other offering material or advertisement in connection with

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the Institutional Offering Shares may be distributed or published in or from any country or jurisdictionexcept under circumstances that will result in compliance with any and all applicable rules and regulationsof any such country or jurisdiction. Persons into whose possession this Offering Memorandum comesshould inform themselves about and observe any restrictions on the distribution of this OfferingMemorandum and the offer, subscription and sale of the Institutional Offering Shares offered in theInstitutional Offering, including those set forth under ‘‘Transfer Restrictions’’ and ‘‘Plan of Distribution—Selling Restrictions’’. Any failure to comply with these restrictions may constitute a violation of thesecurities laws of any such jurisdiction. This Offering Memorandum does not constitute an offer tosubscribe for or buy any of the Institutional Offering Shares offered in the Institutional Offering to anyperson in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

NOTICE TO PROSPECTIVE INVESTORS

Notice to Prospective Investors in Egypt

The New Shares may not be offered or sold in any form of general solicitation or general advertising or ina public offering in Egypt, unless the pre-approval of the Egyptian Financial Supervisory Authority(‘‘EFSA’’) and/or the EGX as the case may be has been obtained. Institutional Offering Shares offered andsold in the Institutional Offering may only be offered or sold in Egypt through a private placement toEgyptian QIBs or Professional High Net Worth Investors or Professionally Experienced Investors (each asdefined below) whose ordinary activities involve them in acquiring, holding, managing or disposing ofinvestments for the purposes of their business and only in accordance with the Public Subscription Noticeand applicable Egyptian law and regulations including the applicable provisions of the Capital Market LawNo. 95 of 1992 as amended (the ‘‘Capital Market Law’’), its Executive Regulations as amended, theprovisions of the EGX Listing Rules and the Capital Market Authority’s (EFSA predecessor) Directivesno. 31 for the year 2002 concerning private placements.

Each purchaser of the Institutional Offering Shares offered under the private placement in Egypt will bedeemed to have represented that it is either an Egyptian QIB, a Professional High Net Worth Investor or aProfessionally Experienced Investor within the meaning of the EFSA Directives no. 31 for the year 2002concerning private placements.

An ‘‘Egyptian QIB’’ is an institutional investor having: (i) a minimum asset book value ofEGP 20.0 million; (ii) a minimum equity book value of EGP 10.0 million; (iii) a minimum investment insecurities (excluding securities acquired in the Combined Offering) of EGP 5.0 million as of the date of theplacement; or (iv) a licence to undertake a security related activity and permitted to acquire securitieswithin its objects and permitted activities.

A ‘‘Professional High Net Worth Investor’’ is an individual investor: (i) who owns assets with a minimumvalue of EGP 2.0 million; (ii) with a minimum annual income of EGP 500,000; (iii) with a minimum banksavings account balance of EGP 500,000; (iv) who, as of the placement date, holds securities in two jointstock companies (excluding securities acquired in the Combined Offering) with a minimum value ofEGP 2.0 million.

A ‘‘Professionally Experienced Investor’’ is an individual who has experience in stock markets and capitalmarkets locally and globally for a period of 5 years, which period may be reduced to 4 years for anindividual who passed EFSA-approved training courses in the field of capital markets.

Notice to Prospective Investors in the EEA

This Offering Memorandum has been prepared on the basis that any offers of Institutional Offering Sharesin any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directivefrom the requirement to publish a prospectus for offers of shares to the public. Accordingly, any personmaking or intending to make any offer of Institutional Offering Shares within the EEA which are thesubject of the Institutional Offering contemplated in this Offering Memorandum may only do so incircumstances in which no obligation arises for the Company or any of the Managers to publish an offeringmemorandum pursuant to Article 3 of the Prospectus Directive or supplement an offering memorandumpursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither theCompany nor the Managers have authorised, nor do they authorise, the making of any offer ofInstitutional Offering Shares in circumstances in which an obligation arises for the Company or theManagers to publish or supplement an offering memorandum for such offer. The expression ‘‘ProspectusDirective’’ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending

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Directive), and includes any relevant implementing measure in the Member State, and the expression 2010PD Amending Directive means Directive 2010/73/EU.

The Managers may rely on the truth and accuracy of the foregoing representations, acknowledgements andagreements and will not be responsible for any loss occasioned by such reliance. For the purposes of thisprovision, the expression an ‘‘offer of shares to the public’’ in relation to any Institutional Offering Sharesin any Member State means the communication in any form and by any means of sufficient information onthe terms of the offer and the Institutional Offering Shares to be offered so as to enable an investor todecide to purchase or subscribe the Institutional Offering Shares, as the same may be varied in thatMember State by any measure implementing the Prospectus Directive in that Member State.

Notice to Prospective Investors in the United Kingdom

This Offering Memorandum is for distribution only to persons who: (i) are outside the United Kingdom, or(ii) have professional experience in matters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the ‘‘FinancialPromotion Order’’), or (iii) are persons falling within Article 49(2)(a) to (d) (‘‘high net worth companies,unincorporated associations etc.’’) of the Financial Promotion Order; or (iv) persons to whom an invitationor inducement to engage in investment activity (within the meaning of section 21 of the FSMA) inconnection with the issue or sale of any securities may otherwise lawfully be communicated or caused to becommunicated (all such persons together being referred to as ‘‘relevant persons’’). This OfferingMemorandum is directed only at relevant persons and must not be acted on or relied on by persons whoare not relevant persons. Any investment or investment activity to which this Offering Memorandumrelates is available only to relevant persons and will be engaged in only with relevant persons.

Notice to Prospective Investors in the United States

The Institutional Offering Shares have not been and will not be registered under the Securities Act, or withany securities regulatory authority of any state or other jurisdiction of the United States, and may not beoffered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act and in compliance with anyapplicable securities laws of any state or other jurisdiction of the United States. The Institutional OfferingShares will be offered and sold only (i) outside the United States in ‘‘offshore transactions’’ in reliance onRegulation S under the Securities Act to institutional investors in a number of countries, including Egyptand (ii) in the United States to QIBs in reliance on Rule 144A or another exemption from, or in atransaction not subject to, the registration requirements of the Securities Act. Prospective purchasers thatare QIBs are hereby notified that the sellers of the Institutional Offering Shares may be relying on theexemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved the Institutional Offering, the Institutional Offering Shares or determined if this OfferingMemorandum is truthful or complete. Any representation to the contrary is a criminal offence in the UnitedStates.

Notice to New Hampshire Residents Only

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCEHAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES(‘‘RSA’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENCED IN THE STATE OF NEW HAMPSHIRECONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHERANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR ASECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANYWAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVALTO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BEMADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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Other Countries

The Institutional Offering Shares are subject to transfer restrictions in certain other jurisdictions.Prospective purchasers should read the restrictions described under ‘‘Plan of Distribution—SellingRestrictions’’ and ‘‘Transfer Restrictions’’.

STABILISATION

In connection with the Combined Offering, the Stabilisation Manager, or any of its agents, may effecttransactions in all outstanding ordinary shares of the Company, including the New Shares, with a nominalvalue of EGP 1 each (the ‘‘Ordinary Shares’’) on the EGX with a view to supporting or maintaining themarket price of the Ordinary Shares at a level higher than that which might have otherwise prevailed in theopen market. However, there is no assurance that the Stabilisation Manager (or persons acting on itsbehalf) will undertake any stabilisation action. Any stabilising action may begin on or after the date of thecommencement of trading of Ordinary Shares on the EGX, and if begun, may end at any time, but mustend no later than 30 calendar days after that date (the ‘‘Stabilisation Period’’). The Company will financean amount equal to 15% of the gross proceeds of the Combined Offering (the ‘‘Stabilisation Fund’’) andmake such funds available to the Stabilisation Manager prior to commencement of trading. Starting on thecommencement of trading, the Stabilisation Manager will place an open purchase order at the Offer Price,which will remain open until the end of the Stabilisation Period. At the end of the Stabilisation Period thisopen purchase order will be matched with open sale orders and executed on the EGX. If the purchaseorder submitted by the Stabilisation Manager exceeds the amount deposited in the Stabilisation Fund, suchpurchase orders will be executed on a pro rata basis up to the amount of the Stabilisation Fund and allOrdinary Shares purchased will be placed in the Stabilisation Fund. The Stabilisation Manager will remitto the Company, at the end of the Stabilisation Period, any proceeds of the Combined Offering thenremaining in the Stabilisation Fund and any remaining Ordinary Shares purchased during the StabilisationPeriod using the Stabilisation Fund. The Stabilisation Manager will disclose the stabilisation transactions tothe EGX at the end of the Stabilisation Period.

AVAILABLE INFORMATION

The Company has agreed that, so long as any of the Institutional Offering Shares are ‘‘restrictedsecurities’’ within the meaning of Rule 144(a)(3) under the Securities Act, in order to permit holders ofInstitutional Offering Shares to effect resales under Rule 144A, it will, during any period in which it isneither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the‘‘Exchange Act’’), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, furnish, upon writtenrequest, to any holder of Institutional Offering Shares, or any prospective purchaser designated by suchholder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, theinformation required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (or anysuccessor provision thereto).

ENFORCEMENT OF ARBITRAL DECISIONS AND CIVIL LIABILITIES

Each of the United Kingdom, the United States and Egypt, among others, is a party to the United Nations(New York) Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the ‘‘NewYork Convention’’). Consequently, Egyptian courts should recognise and enforce in Egypt a valid arbitralaward made in the United Kingdom, the United States or any other state that is a signatory to the NewYork Convention on the basis of the rules of the New York Convention, subject to qualifications providedfor in the New York Convention and compliance with Egyptian procedural regulations and arbitration law.However, in practice, it may be difficult to enforce arbitral awards in Egypt due to:

• the relatively limited experience of Egyptian courts in enforcing international commercial arbitralawards;

• the Egyptian courts’ inability or unwillingness to enforce such awards; or

• legal grounds (for example, the concept of ‘‘public order’’) and/or technical grounds (for example, thelack of capacity of the parties or the invalidity of an arbitration clause).

In addition, the Company is an Egyptian joint stock company and the shareholders’ liability therein islimited to their capital contributions. Most executive officers and directors of the Company are residents ofEgypt. All of the assets of the Company are located outside the United States and the United Kingdom. Itmay not be possible for investors to effect service of process within the United States and the United

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Kingdom upon the Company or such persons or to enforce against any of them judgments obtained in theUnited States or the United Kingdom courts predicated upon the civil liability provisions of the securitieslaws of the United States and the United Kingdom, respectively.

Enforcement of foreign judgments in Egypt is subject to the following conditions:

• the foreign courts rendering the relevant judgment offer reciprocal treatment to judgments obtainedin the courts of Egypt. If such reciprocal treatment is not offered by the court where judgment isobtained, new proceedings should be initiated before the Egyptian courts which will re-examine themerits of the case in the same manner as that adopted by such courts;

• the courts of Egypt are not exclusively competent to hear the dispute which constitutes the object ofthe foreign judgment while the foreign courts are shown to have been competent to hear the disputein accordance with their own respective laws;

• the parties to the dispute were duly notified and properly represented in the proceedings;

• the foreign judgment is final and conclusive in accordance with the relevant law; and

• the foreign judgment does not conflict with a prior Egyptian judgment in the same case and is notcontrary to public order or morality in Egypt.

Judgments of courts of the United States or the United Kingdom may not be enforceable in Egypt becausethere are no bilateral treaties between Egypt and the United States or the United Kingdom on theenforcement of judgments and the courts of the United States and the United Kingdom may be deemednot to offer reciprocal treatment to judgments obtained in the courts of Egypt. The rights of investors asshareholders will be affected by the laws of Egypt and investors may have difficulty effecting service ofprocess on the Company or enforcing judgments obtained outside Egypt.

FORWARD-LOOKING STATEMENTS

This Offering Memorandum contains certain forward-looking statements with respect to the Company’splanned projects and results, including, without limitation, with respect to levels of expected investmentsand costs (including breakdowns of expected costs by type or project over the lifetime of a project), targetdates for start and end of construction, start of operation, launch, opening and completion, expectedfeatures and amenities and specific development plan targets (including target gross leasable area (GLA)and target gross floor area (GFA) sizes, target numbers of hotel keys and serviced apartments, target orindicative splits of GFA/GLA area by type, target numbers of units launched, sold or delivered, targetaverage periods to complete, target average unit sizes, rent assumptions, implied yields on constructionand target tenant mixes). A forward-looking statement is any statement that does not relate to historicalfacts and events, and can be identified by the use of such words and phrases as ‘‘according to estimates’’,‘‘aims’’, ‘‘anticipates’’, ‘‘assumes’’, ‘‘believes’’, ‘‘continue’’, ‘‘could’’, ‘‘estimates’’, ‘‘expects’’, ‘‘intends’’, ‘‘is ofthe opinion’’, ‘‘may’’, ‘‘plans’’, ‘‘potential’’, ‘‘predicts’’, ‘‘projects’’, ‘‘should’’, ‘‘targets’’, ‘‘to the knowledgeof’’, ‘‘will’’, ‘‘would’’ or, in each case their negatives or other similar expressions, which are intended toidentify a statement as forward-looking. This applies, in particular, to statements containing informationon future financial results, plans, or expectations regarding the Company’s business and management, theCompany’s future growth or profitability and general economic and regulatory conditions and othermatters affecting the Company.

Forward-looking statements reflect the Company management’s (‘‘Management’’) current views of futureevents, are based on Management’s assumptions and involve known and unknown risks, uncertainties andother factors that may cause the Company’s actual results, performance or achievements to be materiallydifferent from any future results, performance or achievements expressed or implied by these forward-looking statements. The occurrence or non-occurrence of an assumption could cause the Company’s actualfinancial condition and results of operations to differ materially from, or fail to meet expectationsexpressed or implied by, such forward-looking statements. The Company’s business is subject to a numberof risks and uncertainties that could also cause a forward-looking statement, estimate or prediction tobecome inaccurate. These risks, uncertainties and other factors include, but are not limited to:

• political, economic and social risks and other risks typically associated with emerging markets;

• terrorist events and civil disorder;

• the developing Egyptian legal system and new legislation;

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• the impact of foreign exchange controls;

• real estate industry risks;

• development, planning and construction risks;

• inability to conclude projects due to delays or cost overruns;

• challenges in obtaining, retaining and enforcing title to land in Egypt;

• construction-related laws, regulations, standards and licences;

• the impact of competition;

• delays or defaults in customer and client payments;

• future rental revenues, implementation of business strategy and appeal to potential tenants;

• hotel and resort-related risks;

• reliance on third parties to design, complete and manage projects;

• recognition and sustainability of future cash flows and revenue;

• dependence on Board of Directors, senior management team and certain key employees;

• the effect on internal control systems of rapid growth and expansion;

• inability to locate or acquire land suitable for development;

• the subjective and uncertain nature of property valuation;

• adequacy of insurance coverage;

• sufficiency of local infrastructure and utilities;

• environmental regulation, expenditure and liabilities;

• legal proceedings;

• reliance on related party transactions;

• potential conflicts of interest of the Principal Shareholder;

• ability to secure funding;

• other factors discussed in more detail under ‘‘Risk Factors’’; and

• factors that are not known to Management or are not considered by Management to be material atthis time.

The list above and the other factors described under ‘‘Risk Factors’’ are not exhaustive and there are otherfactors that may cause actual results to differ materially from the forward-looking statements contained inthis Offering Memorandum. Moreover, new risk factors emerge from time to time and it is not possible topredict all such risk factors. It is difficult to assess the impact of all risk factors on the Company’s businessor the extent to which any factor, or combination of factors, may cause actual results to differ materiallyfrom those contained in any forward-looking statements. Given these risks and uncertainties, you shouldnot place undue reliance on forward-looking statements as a prediction of actual results.

Accordingly, prospective investors should not rely on the forward-looking statements in this OfferingMemorandum and investors are strongly advised to read the following sections of this OfferingMemorandum: ‘‘Summary’’, ‘‘Risk Factors’’, ‘‘Use of Proceeds’’, ‘‘Operating and Financial Review’’,‘‘Description of Emaar Misr’’ and ‘‘The Egyptian Real Estate Market’’. These sections include more detaileddescriptions of factors that might have an impact on the Company’s business, financial condition and theindustry in which the Company operates. None of the Company, its Management or the Managers givesany assurance or accepts any liability regarding the future accuracy of the opinions set forth herein or as tothe actual occurrence of any predicted developments. None of the Company or the Managers assumes, andeach of the Company and the Managers expressly disclaims, any obligation, except as required by law andthe EGX Listing Rules to update any forward-looking statements or to conform these forward-lookingstatements to the Company’s actual results.

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PRESENTATION OF FINANCIAL INFORMATION

Financial information

The Company has included in this Offering Memorandum:

• audited financial statements as of and for the financial years ended 31 December 2014, 2013 and 2012prepared in accordance with International Financial Reporting Standards, as issued by theInternational Accounting Standards Board (‘‘IFRS’’) (the ‘‘Annual Financial Statements’’); and

• unaudited interim condensed financial statements as of and for the three months ended 31 March2015 prepared in accordance with International Accounting Standard No. 34 ‘‘Interim FinancialReporting’’ (the ‘‘Interim Financial Statements’’ and, together with the Annual Financial Statements,the ‘‘Financial Statements’’).

The Annual Financial Statements were audited by Allied for Accounting & Auditing (‘‘EY’’), independentauditors in accordance with International Standards on Auditing, as stated in their audit report includedelsewhere in this Offering Memorandum. The Interim Financial Statements were reviewed by EY inaccordance with the International Standard on Review Engagements 2410, ‘‘Review of Interim FinancialInformation Performed by an Independent Auditor of the Entity’’ as stated in their report included elsewherein this Offering Memorandum. EY has neither audited nor reviewed any financial information as of andfor the three months ended 31 March 2014 included in this Offering Memorandum.

The Company also prepares statutory annual audited financial statements under Egyptian AccountingStandards.

Currency

This Offering Memorandum contains translations of certain Egyptian pound amounts into U.S. dollars atspecified rates solely for the convenience of the reader. These translations should not be construed asrepresentations that the Egyptian pound amounts actually represent such equivalent U.S. dollar amountsor could be or could have been converted into U.S. dollars at the rate indicated as of the dates mentionedherein or at all. Unless otherwise indicated, such U.S. dollar amounts have been translated from Egyptianpounds at an exchange rate of EGP 7.634 = US$ 1.00, being the exchange rate in effect as of 31 March2015 of the Central Bank of Egypt, as quoted by Bloomberg. The Federal Reserve Bank of New York doesnot certify for customs purposes a noon buying rate for cable transfers in Egyptian pounds. See ‘‘ExchangeRate Information’’.

In this Offering Memorandum:

• ‘‘Egyptian pound’’, ‘‘Egyptian pounds’’ or ‘‘EGP’’ refers to the lawful currency of Egypt;

• ‘‘U.S. dollar’’, ‘‘U.S. dollars’’ or ‘‘US$’’ refers to the lawful currency of the United States of America;

• ‘‘Euro’’, ‘‘Euros’’ or ‘‘A’’ refers to the single currency of the participating Member States in the ThirdStage of the European Economic and Monetary Union of the Treaty Establishing the EuropeanCommunity, as amended from time to time; and

• ‘‘AED’’ refers to the lawful currency of the United Arab Emirates.

PRESENTATION OF OPERATING AND OTHER INFORMATION

This Offering Memorandum contains certain operating measures, such as sales (off-plan sales), gross floorarea, gross leasable area, number of units as well as other metrics based on, or derived from, such data,cited in ‘‘Description of Emaar Misr’’ and ‘‘Operating and Financial Review’’, elsewhere in this OfferingMemorandum. These measures have not been audited nor reviewed by the Company’s auditors and arenot metrics or data required by, or presented in accordance with, IFRS or any other generally acceptedaccounting standards. Such operating data and metrics are based on the Company’s internal estimates,assumptions and calculations. Further, operating data and metrics, as the Company defines and calculatesthem, may not be comparable to other similarly titled measures used by other companies. Accordingly,prospective investors should not place undue reliance on such operating data and metrics.

This Offering Memorandum includes backlog information that relates to residential unit sales which theCompany expects to build and deliver in the coming years. This information is used by Management as anindicator of the Company’s inventory capacity and ability to sell residential units within the projectdevelopment timeline.

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This backlog is calculated from contracts for sales of residential units that have been executed. However,actual and future sales volumes and related revenue may not be consistent with the values reflected in thebacklog. Customers may cancel or default on executed contracts for sales of residential units, or request orcancel upgrades relating to such residential sales, altering the revenue ultimately realised compared to thebacklog figures for such units. The backlog values included in this Offering Memorandum have not beensubject to an auditor review, do not purport to represent actual realised or future revenues and should notbe considered in isolation. Investors should not place undue reliance on the backlog values included in thisOffering Memorandum.

VALUATION REPORT

DTZ Qatar LLC (‘‘DTZ’’), an independent property appraiser, valued Emaar Misr’s property interests asof 31 December 2014. See Annex A titled ‘‘Valuation Report’’ in this Offering Memorandum. Thevaluations have been prepared in accordance with the appropriate sections of the Royal Institution ofChartered Surveyors (‘‘RICS’’) professional standards, RICS Global Valuation Practice Statements,and RICS Global Valuation Practice Guidance—Applications contained within the RICS Valuation—Professional Standards 2014 Red Book. Based on such valuation, the aggregate market value of EmaarMisr’s property interests as of 31 December 2014 was EGP 23,398,340,000 (assuming expropriation of aportion of land related to Cairo Gate) and EGP 23,428,020,000 (assuming no expropriation of the portionof land related to Cairo Gate). In conducting the valuation, DTZ relied on the information provided byEmaar Misr in relation to title of the properties and assumed, among other things, that the properties willbe developed and completed in accordance with the development plan.

The valuation of properties, in particular development properties, is inherently subjective and anyvaluation is subject to uncertainty. Moreover, any property valuation is made on the basis of materialassumptions which, by their nature, are subjective and uncertain, may materially differ from actual resultsand have not been confirmed or investigated by any third-party. These assumptions include Emaar Misr’sability to register title to the land, the suitability and condition of the structure and services, the absence ofdeleterious materials or adverse environmental matters on the land, the proper floor area measurementsof land not measured by DTZ, the absence of outstanding statutory notices related to construction, use oroccupation, the ability of tenants to meet their lease obligations and their compliance with the leaseagreements and accuracy of the information provided by Emaar Misr, among other things. The valuationdoes not include allowances or provisions for plant and machinery, goodwill, legal claims andrefurbishment of properties. Potential investors should decide for themselves whether or not Emaar Misr’svaluation is reasonable and should read the ‘‘Valuation Report’’ attached in Annex A.

The Company can provide no assurance that any of its properties could have been or could be sold at theirrespective market values set forth in the valuation report, whether or not equivalent to the values set forthin the valuation report, will not decline significantly over time due to various factors, including changingmacro- and microeconomic conditions and other factors set forth under ‘‘Risk Factors’’. The Company cangive no assurance that a valuation at a more recent date would not produce a lower or higher value.Investors are advised that the appraised value of Emaar Misr’s property interest should not be taken astheir actual realisable value or a forecast of their realisable value. See ‘‘Risk Factors—Risks Relating toEmaar Misr’s Business and Industry—Property valuation is inherently subjective and uncertain’’.

IMPORTANT NOTE REGARDING THE TARGET RATES OF RETURN

Emaar Misr’s target levered project investment rates of return set out in this Offering Memorandum aretargets only (and for the avoidance of doubt are not profit forecasts). The target levered project investmentrates of return are intended primarily as a basis for recommending investments to Emaar Misr’s Board ofDirectors. These targets reflect subjective judgments in many respects and thus are susceptible to multipleinterpretations and periodic revisions based on actual experience and business, economic, regulatory,financial and other developments. There can be no assurance that such targets will be met, or that EmaarMisr will achieve or successfully implement its investment strategy. The actual results achieved by EmaarMisr and its investments may vary from these targets, and these variations may be material and are subjectto risks and uncertainties described elsewhere in this Offering Memorandum.

Prospective investors should note that Emaar Misr’s target levered project investment rates of return aretarget returns for Emaar Misr’s investments and not for Emaar Misr itself or for any investment in theInstitutional Offering Shares. Prospective investors should not place undue reliance on such target rates indeciding whether to invest in the Institutional Offering Shares.

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None of the Managers or any of their respective affiliates, advisers, officers, directors or representatives,nor the Company or EY, compiled, examined or performed any procedures with respect to the targetreturn nor have they expressed any opinion or any other form of assurance on the target return or itsachievability, and such parties assume no responsibility for, and disclaim any association with, the targetreturn.

MARKET AND INDUSTRY DATA

Certain information and statistics relating to the Egyptian economy, the Egyptian securities market andthe international and Egyptian real estate development industry included in this Offering Memorandumhave been extracted or derived from official and other public sources that Management believes to bereliable, including Business Monitor International, the Central Bank of Egypt, Demographia World UrbanAreas Report, DTZ, Economist Intelligence Unit, Egypt’s Central Agency for Public Mobilisation andStatistics (‘‘CAPMAS’’), Jones Lang LaSalle and the World Bank. Such information and statistics may beapproximations or estimates, or use rounded numbers. In addition, in some cases Management has maderounding adjustments to some of this information and statistics for consistency of presentation. Similarstatistics may be obtainable from other sources, but the underlying assumptions, methodology and,consequently, the resulting data may vary from source to source. Management has not independentlyverified such information or statistics, and does not guarantee their accuracy and completeness. However,Management confirms that such information has been accurately reproduced in this OfferingMemorandum and that as far as Management is aware and is able to ascertain from such information, nofacts have been omitted which would render the reproduced information inaccurate or misleading. See‘‘Risk Factors—Risks Relating to Egypt and the MENA Region—Official statistics and market data publishedin Egypt may not be complete or reliable’’.

For information related to Egypt, annual information is presented based on periods from 1 July through30 June, the fiscal year maintained by the government of Egypt for budgeting and official statistics.

In addition, certain statements are made in this Offering Memorandum regarding the Company’scompetitive position in its industry based on statistical information published by certain bodies mentionedabove and Management’s experience and assessment of market conditions. While Management believesthese statements to be reasonable and fair approximations, to the extent that such statements are in partderived from Management’s estimates of third-party information, individually and on an aggregate,industry-wide basis, these statements cannot and have not been verified by Management, and independentsources have not verified such statements. Accordingly, neither a prospective investor nor any otherperson, firm or company may rely on the accuracy and completeness of that information. Such informationis contained in this Offering Memorandum under the captions ‘‘Presentation of Financial Information’’,‘‘Exchange Rate Information’’, ‘‘Summary’’, ‘‘Risk Factors’’, ‘‘Operating and Financial Review’’, ‘‘Descriptionof Emaar Misr’’ and ‘‘The Egyptian Real Estate Market’’.

ROUNDING

Some financial information, operating information and other data in this Offering Memorandum havebeen rounded. As a result of this rounding, figures shown as totals in this Offering Memorandum may varyslightly from the exact arithmetic aggregation of the figures that precede them. In addition, certainpercentages presented in this Offering Memorandum reflect calculations based upon the underlyinginformation prior to rounding and, accordingly, may not conform exactly to the percentages that would bederived if the relevant calculations were based upon the rounded numbers.

WEBSITES

The contents of the Company’s and Principal Shareholder’s websites (including any materials that arehyper-linked therefrom) do not form a part of this Offering Memorandum.

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CERTAIN DEFINITIONS

In this Offering Memorandum, the following terms have the following meanings:

‘‘Annual Financial Statements’’ means the Company’s audited financial statements as of and for thefinancial years ended 31 December 2014, 2013 and 2012, prepared in accordance with IFRS.

‘‘Board of Directors’’ means Emaar Misr’s board of directors.

‘‘Capital Market Law’’ means Egyptian Capital Market Law No. 95 of 1992 and its Executive Regulations.

‘‘CBE’’ means the Central Bank of Egypt.

‘‘CAPMAS’’ means Egypt’s Central Agency for Public Mobilisation and Statistics.

‘‘Closing Date’’ means 2 July 2015.

‘‘Combined Offering’’ means the Institutional Offering and the Egyptian Public Offering collectively.

‘‘Company’’ means Emaar Misr.

‘‘Construction Law’’ means Construction Law No. 119 of 2008.

‘‘DTZ’’ means DTZ Qatar LLC.

‘‘EGOTH’’ means the Egyptian General Company for Tourism and Hotel.

‘‘EFG Hermes’’ means EFG Hermes Promoting and Underwriting.

‘‘EFSA’’ means the Egyptian Financial Supervisory Authority.

‘‘EGX’’ means the Egyptian Stock Exchange.

‘‘EGX Listing Rules’’ means the rules issued by EFSA Decree No. 11 dated 22 January 2014, as amended byEFSA Decree No. 170 dated 21 December 2014 and its executive procedures issued by the EGX.

‘‘Egypt’’ means the Arab Republic of Egypt.

‘‘EGYPTERA’’ means the Egyptian Electric Utility and Consumer Protection Regulatory Agency.

‘‘Egyptian Companies Law’’ means the Egyptian Companies Law No. 159 of 1981 and its ExecutiveRegulations.

‘‘Egyptian Investment Law’’ means the Egyptian Investment Guarantees and Incentives Law No. 8 of 1997and its Executive Regulations.

‘‘Egyptian Public Offering’’ means the domestic public offering of the Public Offering Shares in Egypt inaccordance with the Public Subscription Notice.

‘‘Emaar Group’’ means Emaar Properties PJSC, together with all of its consolidated subsidiaries.

‘‘Emaar Misr’’ means Emaar Misr for Development S.A.E.

‘‘Emaar Properties’’ means Emaar Properties PJSC.

‘‘Exchange Act’’ means the U.S. Securities Exchange Act of 1934, as amended.

‘‘Extraordinary Shareholders Meeting’’ means an extraordinary shareholders meeting of the Company.

‘‘Financial Statements’’ means the Annual Financial Statements and the Interim Financial Statements.

‘‘GAFI’’ means the General Authority for Investment and Free Zones.

‘‘Gross domestic product’’ or ‘‘GDP’’ means the measure of the total value of final products and servicesproduced in a country in a specific year. ‘‘Real GDP’’ measures the total value of final production inconstant prices of a particular year, thus allowing historical GDP comparisons that exclude the effect ofinflation. In this Offering Memorandum, GDP figures are real GDP figures based on the CBE andEconomist Intelligence Unit’s estimates.

‘‘Gross Floor Area’’ or ‘‘GFA’’ means the area of a building measured to the external face of the perimeterwalls at each floor level, including terraces and roof terraces.

‘‘Gross Leasable Area’’ or ‘‘GLA’’ means the gross surface area available for leasing.

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‘‘Gulf Cooperation Council’’ means the regional political and economic union between Bahrain, Kuwait,Oman, Qatar, Saudi Arabia and the United Arab Emirates.

‘‘HOTAC’’ means the Holding Company For Tourism, Hotels & Cinema.

‘‘IFRS’’ means International Financial Reporting Standards, as issued by the International AccountingStandards Board.

‘‘Institutional Offering’’ means the offering of Institutional Offering Shares to which this OfferingMemorandum relates, consisting of an offering (i) outside the United States in ‘‘offshore transactions’’ inreliance on Regulation S to institutional investors in a number of countries, including Egypt and (ii) in theUnited States only to QIBs in reliance on Rule 144A or another exemption from, or a in transaction notsubject to, the registration requirements of the Securities Act.

‘‘Institutional Offering Shares’’ means 510,000,000 new Ordinary Shares, with a nominal value of EGP 1each, offered by the Company in the Institutional Offering

‘‘Interim Financial Statements’’ means the Company’s unaudited interim condensed financial statements asof and for the three months ended 31 March 2015 prepared in accordance with International AccountingStandard No. 34 ‘‘Interim Financial Reporting’’.

‘‘Joint Global Coordinators’’ means EFG Hermes and J.P. Morgan.

‘‘J.P. Morgan’’ means J.P. Morgan Securities plc.

‘‘Lead Manager’’ means Emirates Financial Services PSC.

‘‘Management’’ means the members of management of Emaar Misr.

‘‘Managers’’ means the Joint Global Coordinators, Emirates Financial Services PSC and Emirates NBDBank PJSC. Emirates Financial Services PSC is acting as a manager in connection with the InstitutionalOffering but not as an underwriter. Emirates NBD Bank PJSC, an affiliate of Emirates Financial ServicesPSC, is acting only as an underwriter in connection with the Institutional Offering and will have theobligation to purchase Institutional Offering Shares for which Emirates Financial Services PSC fails toprocure purchasers. References to the Managers in this Offering Memorandum should be construedaccordingly.

‘‘MCDR’’ means Misr for Central Clearing, Depository and Registry S.A.E.

‘‘MENA’’ means Middle East and North Africa.

‘‘Net sales’’ means sales of units, including modifications, and net of discounts, cancellations, terminations,upgrades and downgrades.

‘‘New Shares’’ means the Institutional Offering Shares and the Public Offering Shares.

‘‘NUCA’’ means the Egyptian New Urban Communities Authority.

‘‘Offer Price’’ means EGP 3.80 per New Share.

‘‘Ordinary Shareholders Meeting’’ means an ordinary shareholders meeting of the Company.

‘‘Ordinary Shares’’ means all outstanding ordinary shares of the Company, including the New Shares, with anominal value of EGP 1 each.

‘‘Principal Shareholder’’ means Emaar Properties PJSC.

‘‘Project Marassi’’ means the master-planned real estate development that Emaar Misr is developing in theNorth Coast on the Mediterranean Sea. See ‘‘Description of Emaar Misr—Projects under Development—Project Marassi’’.

‘‘Project Mivida’’ means the master-planned real estate development that Emaar Misr is developing in NewCairo City in East Cairo. See ‘‘Description of Emaar Misr—Projects under Development—Project Mivida’’.

‘‘Project Uptown Cairo’’ means the master-planned real estate development that Emaar Misr is developingin Mokattam in Central Cairo. See ‘‘Description of Emaar Misr—Projects under Development—ProjectUptown Cairo’’.

‘‘Public Offering Shares’’ means up to 90,000,000 new Ordinary Shares, with a nominal value of EGP 1 each,offered by the Company in the Egyptian Public Offering.

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‘‘Public Subscription Notice’’ means the public subscription notice approved by the Egyptian FinancialSupervisory Authority on 31 May 2015 and issued in connection with the Egyptian Public Offering.

‘‘Regulation S’’ means Regulation S under the Securities Act.

‘‘Regulation S Shares’’ means the Institutional Offering Shares offered to institutional investors in theInstitutional Offering outside the United States in reliance upon Regulation S.

‘‘Rule 144A’’ means Rule 144A under the Securities Act.

‘‘Rule 144A Shares’’ means the Institutional Offering Shares offered in the Institutional Offering to QIBs inthe United States in reliance upon Rule 144A or another exemption from, or in a transaction not subjectto, the registration requirements of the Securities Act.

‘‘Securities Act’’ means the U.S. Securities Act of 1933, as amended.

‘‘State’’ means the government of Egypt.

‘‘Turner’’ means Turner Construction International and its affiliates.

‘‘Underwriting Agreement’’ means the underwriting agreement relating to the Institutional Offering dated17 June 2015 among the Managers and the Company.

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SUMMARY

This summary should be read as an introduction to this Offering Memorandum only. Any decision to invest inInstitutional Offering Shares should be based on a consideration of this Offering Memorandum as a whole.

Overview

Emaar Misr is a leading real estate developer in Egypt focusing on premium-quality master-plannedlifestyle communities in prime locations that are anchored by landmark developments.

Emaar Misr has a strong portfolio of developments distributed among three projects under developmentand a plot of undeveloped land in prime locations in East, West and Central Cairo as well as the NorthCoast:

• Project Uptown Cairo is a 4.5 million square metre project under development designed to be amixed-use development in Central Cairo situated at the highest point in the city, built 200 metresabove sea level with easy accessibility from East, West and Central Cairo. Project Uptown Cairo hasthe potential to become a new iconic city centre in Cairo. The project has been designed by world-class architects and designers and is expected to be the first gated, integrated community project inCentral Cairo offering a wide range of amenities, including world-class shopping centres, a businesspark, hotels, a spa, an 18-hole golf course and club house. Project Uptown Cairo will be home toEmaar Misr’s flagship development, Emaar Square, a world-class shopping, residential, leisure andentertainment complex comprising an open-air retail mall and office space designed to attract globalbrands and leading local and international companies, a five star and a five-plus-star hotel, includingthe first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art entertainment and leisurecentre.

• Project Marassi is a 6.5 million square metre project under development that is expected to become ayear-round resort situated in a prime location in one of the most attractive stretches of the NorthCoast with easy accessibility from local and international airports. Project Marassi is designed tofeature a fully-integrated resort community, retail space, twelve anchor hotels, including threeboutique hotels, an 18-hole golf course with a golf academy and clubhouse and a 250 slip yachtinternational marina inspired by the French Riviera which, due to its unique location and features, isdifficult to replicate in the region and is therefore expected to transform the area into a premierinternational tourist destination. The Marassi Marina is designed to be integrated with customs andimmigration approvals for ease of access and benefits from a unique location and unmatched climatealong one of the most beautiful coastlines in the Mediterranean.

• Project Mivida is a 3.7 million square metre project under development designed to be a fully-integrated ecologically friendly and energy-efficient community with lush landscapes in a strategiclocation in New Cairo City. It is strategically located on New Cairo’s main road and is in closeproximity to the American University in Cairo and Cairo International Airport. Designed by world-class architects and designers, Project Mivida is expected to be a fully-fledged family-oriented, leisureand work destination featuring a range of amenities, including a business park, educational, sports andleisure facilities and a 33-acre central park. Project Mivida will feature Mivida Downtown, a boulevardshopping area featuring international and local brands strategically located in the centre of New CairoCity. Mivida Downtown was designed to comprise wide pedestrian streets, water features, fullspectrum dining and easy accessibility to the town centre with multiple access points combining toprovide an unrivalled experience to visitors.

• Cairo Gate is a plot of land of approximately 0.6 million square metres in 6th of October City withfrontage of the Cairo—Alexandria Desert highway, an area with limited land offerings, which makesCairo Gate a strong value proposition.

As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number ofresidential units delivered amounted to 4,676 and 1,850 (including serviced apartments), respectively.Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion compared toEGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014 amounted toEGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013, which in turn was an increase of27% compared to EGP 3.3 billion in 2012. Emaar Misr’s total revenue amounted to EGP 751.5 million forthe three months ended 31 March 2015, EGP 2.6 billion for the year ended 31 December 2014,EGP 1.2 billion for the year ended 31 December 2013 and EGP 0.8 billion for the year ended 31 December2012.

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In a market sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’sshare of total new net sales in Egypt increased from 10% in 2010 to 36% in 2014, which represents anEGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew byEGP 8.7 billion. Emaar Misr’s increase in sales during that period was partially the result of the brand’sstrength and Management’s confidence in continuing to invest, construct and deliver residential unitsdespite the unprecedented market conditions.

Competitive Strengths

Emaar Misr believes it differentiates itself from its competition through the strength of the internationallyrecognised Emaar brand, its strategically located land bank acquired at attractive rates, its offer of fullyintegrated lifestyle communities of premium quality standards, its strong expertise across asset classesleveraging Emaar Properties’ proven expertise and capabilities, and its retention of revenue generatingcommercial assets.

A leading developer in a large, fast-growing market with robust fundamentals

Management believes that Emaar Misr operates in an attractive market with robust fundamentalssupporting further sustainable growth.

• Attractive demographic characteristics. All of Emaar Misr’s projects are located in Egypt, whosepopulation of 88 million is the largest in the MENA region and grew at a compound annual growthrate of 2.5% between 2009 and 2014 (sources: Central Agency for Public Mobilisation and Statistics,June 2014; Business Monitor International, March 2015). Cairo, which is Emaar Misr’s principaltarget city for residential, retail and office projects, is the most populous city in the MENA region,with more than 15.6 million people as of January 2015 (source: Demographia World Urban Areas:11th Annual Edition, 2015) and one of the most densely populated metropolitan areas in the world.According to Egypt’s Central Agency for Public Mobilisation and Statistics, as of January 2014, 60.9%of the Egyptian population was below the age of thirty. These attractive demographics are expected tobe complemented by government initiatives to attract major foreign direct investment and to supportdomestic confidence and purchasing power, which are expected to aid Egypt’s return to long-termgrowth after a period of stagnation.

• Attractive economic environment. Management believes that the economic environment in Egypt willlead to continued growth in demand for premium quality properties in Egypt. Egypt’s real GDP grewat a rate of 2.2% and 2.1% in 2012 and 2013, respectively, with real GDP expected to further increaseby 2.2% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, the real GDPgrowth rate is expected to further increase to 4.0% in 2015, 4.2% in 2016 and 4.4% in 2017 (source:Economist Intelligence Unit, February 2015). Moreover, Egypt has experienced relatively highinflation, with consumer prices increasing by 7.8% in 2012, 9.5% in 2013 and expected to increase by10.1% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, high inflation inEgypt is expected to continue in the following three years, with estimates of 9.5% in 2015, 8.7% in2016 and 9.0% in 2017 (source: Economist Intelligence Unit, February 2015). Management believesthat high inflation rates combined with the relative absence of other investment opportunities shouldencourage investment in quality real estate properties as a hedge against inflation.

• Increasing demand for premium residential properties. Management believes that Egypt’s attractivedemographic characteristics combined with increasing levels of disposable income will drive demandfor premium quality housing in and around Cairo as well as secondary homes located in attractivelocations on the North Coast, a segment that Emaar Misr targets through Project Marassi. Personaldisposable income (after taxes and deductions) in Egypt is expected to grow at a compound annualgrowth rate of 13% between 2015 and 2017 compared to 10% from 2009 to 2014 (source: EconomistIntelligence Unit, February 2015). The favourable prospects for residential development are furthersupported by the gradual increase in mortgage finance availability, which may increase theaccessibility of residential housing.

• Underserved retail market coupled with limited quality of offerings. The supply of high-quality retailspace in Cairo remains considerably limited with only 0.07 square metres of retail space per capita in2013 and is significantly lower than other major cities in the MENA region (source: DTZ as of 2013).By 2018, the GLA per capita in Cairo is expected to increase to 0.15 square metres per capitareflecting an increase in purchasing power of the local population (source: DTZ, March 2015). EmaarMisr intends to increase its presence in the retail segment going forward in an attempt to capitalise on

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unmet demand for high-quality retail space. Management’s development plans encompass a target ofmore than 250,000 square metres of retail GLA.

• Attractive prospects for office space. Although Management believes that office space has historicallybeen undersupplied in Egypt, economic growth in the country is expected to support long-term tenantdemand. According to Jones Lang LaSalle, Cairo’s office stock GLA in the fourth quarter of 2014 was0.9 million square metres which is lower than in most other countries in the MENA region. Themarket for office space has historically been concentrated in downtown Cairo with no recognisedcentral business district. Furthermore, the lack of office supply has led to the transformation ofpreviously residential properties into office space. Management believes that Emaar Misr is wellpositioned to capture growth opportunities in this sector due to the strategic location of its projects inand around Cairo where companies continue to search for new land plots to develop adjacent tomajor transportation hubs. Management’s development plans encompass a target of more than150,000 square metres of office GLA.

• Growing hospitality segment. Leveraging on the expected increase in demand for premium qualityhotels, secondary homes and growth of the internal and external tourism industry, Management’sdevelopment plans include a target of 15 hotels, comprising approximately 4,000 hotel room keys andserviced and branded apartments, most of which are expected to be part of Project Marassi located onthe North Coast. Emaar Misr intends to increase its investments in this segment where Managementbelieves there are significant growth opportunities.

Business model focused on integrated master plans supported by robust project development processes

Emaar Misr’s business model is to develop premium-quality master-planned lifestyle communities in primelocations that are anchored by landmark developments. Management believes that Emaar Misr’s productoffering is differentiated by the quality and design of its projects combined with the flexibility under itsmaster plans to modify its projects, including the mix of properties, on an on-going basis in order to adaptto prevailing and changing market trends and customers’ preferences.

• Rare offer of a dynamic portfolio of premium-quality move-in ready residential properties. Emaar Misroffers premium-quality, fully-finished and move-in ready residential units (including apartments, twinhouses, town houses and villas) that cater to differing needs and various consumer price levels.Management believes that this is a rare offer in the Egyptian real estate market currently dominatedby semi-finished residential properties.

• Anchored by landmark developments. Each project is designed to be anchored by a landmarkdevelopment comprising a wide range of amenities, such as golf courses, golf club houses, communitycentres, central parks, sports and leisure centres, schools and medical centres, thereby creatingself-contained, fully-integrated master-planned lifestyle communities.

• Combined with robust project development processes across all stages of a project life cycle. Emaar Misrrelies on a well-proven and efficient development process from the initial stages of opportunityidentification to the delivery and completion of a project that is underpinned by an internaloperational structure designed to emphasise accountability and quality control. Throughout themaster planning phase, Emaar Misr focuses on delivering premium quality products consistent withthe Emaar brand name. As part of this process, Emaar Misr centralises the design and tender phaseswith the aim of creating economies of scale that improve value across all of its projects. Emaar Misrcoordinates the launch of residential units with retail and office space, gradually increasing the supplyof residential properties to allow for the appreciation of home values and residential areas throughheightened visibility and availability of amenities. Following the delivery of residential units, EmaarMisr retains control of the community and facility management function in order to manage thecustomer experience and preserve the community environment.

Clearly differentiated portfolio of premium quality developments

Emaar Misr has a clearly differentiated portfolio of developments distributed among three projects underdevelopment and a plot of undeveloped land.

• Project Uptown Cairo has the potential to become a new iconic city centre in Cairo. The project hasbeen designed by world-class architects and designers and is expected to be the only gated, integratedcommunity project in Central Cairo offering a wide range of amenities, including world-class shoppingcentres, a business park, hotels, a spa, an 18-hole golf course and a club house. Project Uptown Cairo

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will be home to Emaar Misr’s flagship development, Emaar Square, a world-class shopping,residential, leisure and entertainment complex comprising an open-air retail mall and office spacedesigned to attract global brands and leading local and international companies, a five star and afive-plus-star hotel, including the first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-artentertainment and leisure centre. See ‘‘Description of Emaar Misr—Projects under Development—Project Uptown Cairo’’.

• Project Marassi is designed to feature a fully-integrated, exclusive resort community, retail space,twelve anchor hotels, including three boutique hotels, an 18-hole golf course with a golf academy andclubhouse and a 250 slip yacht international Marina inspired by the French Riviera which, due to itsunique location and features, is difficult to replicate in the region and is therefore expected totransform the area into a premier international tourist destination. The Marassi Marina is designed tobe integrated with customs and immigration approvals for ease of access and benefits from a uniquelocation and unmatched climate along one of the most beautiful coastlines in the Mediterranean. See‘‘Description of Emaar Misr—Projects under Development—Project Marassi’’.

• Project Mivida is designed as a community development with environmentally friendly componentsand green landscapes and amenities that are planned to cover more than 80% of the project’s land.Project Mivida is designed to feature Mivida Downtown, a boulevard shopping area featuringinternational and local brands strategically located in the centre of New Cairo City. Mivida Downtownis designed to comprise wide pedestrian streets, water features, full spectrum dining and easyaccessibility to the town centre with multiple access points combining to provide an unrivalledexperience to visitors. See ‘‘Description of Emaar Misr—Projects under Development—Project Mivida’’.

Retain most commercial assets to optimise future revenue streams and cash flows

Emaar Misr’s business model is to continue to build a portfolio of residential properties for sale whilegrowing its presence in the premium retail, hospitality and office segments through ownership ofinvestment properties that are leased to tenants. Premium quality retail and hospitality properties areplanned across all projects while office properties are planned for Project Uptown Cairo and ProjectMivida. As of the date of this Offering Memorandum, Emaar Misr has launched its first shopping mall(MPorium in Project Marassi) and has sold serviced and branded apartments in Project Marassi.

Emaar Misr’s business model is designed to allow it to capture growth opportunities in different marketsegments and, by retaining control over its commercial properties, to enable it to manage the mix ofoccupants and retailers to better reflect consumer preferences and adapt to changes in the market.Management believes that this strategy will improve the breadth and stability of Emaar Misr’s revenuestreams and cash flow in the medium term by including sustainable rental income, therefore allowingEmaar Misr to achieve a more diversified revenue profile over the medium to long term.

Resilient and cash generative financial model

As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number ofresidential units delivered amounted to 4,676 and 1,850 (including serviced apartments), respectively. As of31 March 2015, cumulative net sales since inception amounted to EGP 23.9 billion, the cumulative amountof collections amounted to EGP 11.0 billion and the cumulative amount of revenue amounted toEGP 6.1 billion. Emaar Misr’s net sales, revenue and collections increased in 2012, 2013 and 2014 despiterecent political and economic changes in Egypt. Management believes that the decision to continueconstruction and development across all projects during that time further enhanced Emaar Misr’scredibility in the local market and reinforced its position as a leading real estate developer in Egypt whileproviding it with the ability to achieve favourable pricing of its properties.

Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion compared toEGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014 amounted toEGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013 and EGP 3.3 billion in 2012. In amarket sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’sshare of total new net sales in Egypt grew from 10% in 2010 to 36% in 2014, which represents anEGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew byEGP 8.7 billion. The strength and resilience of Emaar Misr’s brand is shown by the low number ofcancellations relative to annual net sales, with only EGP 32.4 million in cancellations compared toEGP 2.0 billion in net sales for the three months ended 31 March 2015.

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Emaar Misr’s total revenue amounted to EGP 751.5 million for the three months ended 31 March 2015,EGP 2.6 billion for the year ended 31 December 2014, EGP 1.2 billion for the year ended 31 December2013 and EGP 0.8 billion for the year ended 31 December 2012. Gross margin was 30.0% for the threemonths ended 31 March 2015 and 29.8%, 34.5% and 28.1% for the years ended 31 December 2014, 2013and 2012, respectively.

Emaar Misr’s cash flow management supports residential development funding in an efficient manner. It isbased on an off-plan sales model that is designed to provide Emaar Misr with cash inflow prior to thecommencement of construction combined with a coordinated phasing strategy aimed at timing the launchand completion of its residential properties with the roll-out of retail, office and hospitality properties andother amenities. As part of this business model, Emaar Misr develops infrastructure as an initial step indevelopment, including site grading, roads and utility networks, and combines it with the launch of certainamenities at an early stage, which are designed to have a positive impact on the demand for and value ofthe residential properties over time. For example, the beach club in Project Marassi and the golf clubhousein Project Uptown Cairo were completed prior to the delivery of the first residential units, allowingprospective buyers to experience the quality of those amenities. Management believes that this approachhad a positive impact on the demand for residential units in those projects.

Dedicated and experienced management team

The senior management team of Emaar Misr is comprised of experienced and dedicated professionals whopossess a deep understanding of, and significant experience in, the Egyptian real estate market, led byMohamed El Dahan, its Managing Director, who joined Emaar Properties in 2005 and has experience inthe real estate, construction, financial and banking industries across the region. Members of the seniormanagement team are long-standing employees of Emaar Misr and/or Emaar Properties and arecommitted to the development and success of Emaar Misr’s business. Emaar Misr uses a managementincentive program that links performance to compensation based on specific key performance indicators.Many of the members of the senior management team accumulated significant knowledge and expertisethrough involvement in all of Emaar Properties’ major projects, such as Burj Khalifa, The Dubai Mall and‘‘The Address’’ hotels. Emaar Misr’s senior management team oversees and manages the operations at allstages of the project life cycle. Emaar Misr also intends to adopt certain international corporategovernance practices, including independent directorships and a relationship agreement with EmaarProperties and service agreements with some of Emaar Properties’ affiliates. See ‘‘Certain Relationshipsand Related Party Transactions—Relationship Agreement’’ and ‘‘Certain Relationships and Related PartyTransactions—Service Agreements’’.

Benefit from ownership by the premier Middle Eastern developer

Management believes that Emaar Misr’s association with Emaar Properties, its controlling shareholderand a leading real estate developer with cross-asset class expertise in the MENA region, is one of EmaarMisr’s competitive advantages. Emaar Properties has led Emaar Misr through significant growth since 2005during which time it provided Emaar Misr with highly valuable support, know-how, expertise and businessplanning at each level of the project development life cycle, including distinctive development concepts,premium quality properties, sophisticated planning and quality controls from the design phase through theproperty management and maintenance phases. Emaar Properties’ reputation and experience are based onits development of some of the most significant master-planned projects in the UAE, including DowntownDubai, Burj Khalifa, BLVD Heights, ‘‘The Address Dubai’’, Armani Hotel in Dubai, Arabian Ranches,Emirates Living and Dubai Marina. These successful urban and resort destinations each contribute toEmaar Properties’ status as one of the largest real estate developers globally by market capitalisation.

Following the Combined Offering, Emaar Misr expects to continue to benefit from the support andexpertise of Emaar Properties, which will remain Emaar Misr’s controlling shareholder. Furthermore,Management believes that the long-standing experience and know-how of Emaar Malls Group (owner andoperator of Dubai Mall, the world’s largest shopping and entertainment destination and a member of theEmaar Group) and Emaar Retail Group will be instrumental in developing and operating Emaar Misr’sretail properties in Project Uptown Cairo and Mivida. Management also believes that the track record,experience, brand name and operational excellence of Emaar Hospitality Group will provide strategicvalue to the development and operations of ‘‘The Address’’ and ‘‘Vida’’ hotels across Emaar Misr’sprojects.

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Strategy

Emaar Misr’s vision is to become Egypt’s premier lifestyle community provider, through developing world-class projects to fulfil the aspirations of its customer base. Emaar Misr’s aim is to continue to maintain astrong market position while increasing revenue and profitability. Emaar Misr intends to pursue thefollowing business and growth strategies.

Customer centric strategy

Emaar Misr’s philosophy is to focus on its customers as a top priority. As part of this customer-centricstrategy, Emaar Misr will seek to prioritise customer satisfaction through delivery of premium-qualityprojects that respond to the particular needs of its customers combined with dedication to customerservice. Emaar Misr intends to continue to collect marketing information about target customerdemographics and tenants into a sophisticated database and to use this information to build long-termrelationships with its customers. Information about prospective buyers and tenants is sourced from EmaarMisr’s own selling experience and through effective marketing tools including walkout surveys, marketresearch and best seller and slow mover studies in order to allow Emaar Misr to tailor master plans anddesigns while providing a sense of exclusivity and creating new lifestyle standards. Following delivery of theresidential units, Emaar Misr will continue to maintain robust facility management and controls in order topreserve the high-quality customer experience and the community atmosphere.

Introducing innovative products and concepts

Emaar Misr’s master plans are not constrained by a particular design, model or product which, combinedwith the flexibility provided by the dynamic phasing-in of amenities and residential units and theapplication of best practices in the local market, enables Emaar Misr to be more innovative, creative andflexible in designing and executing its projects over time. Emaar Misr’s record of innovation includesProject Uptown Cairo, which is designed as the first mixed-use gated project in Central Cairo and willcomprise Emaar Square which is expected to be Egypt’s first and largest outdoor retail and lifestyle venue.Project Mivida is designed as a community development with environmentally friendly components andgreen landscapes and amenities that are planned to cover a significant part of the project’s land. In ProjectMarassi, Emaar Misr has constructed two swimmable spots between the villages and is currently designingswimmable lagoons in villages Verdi and Blanca, and a year-round 250 slip yacht marina on the NorthCoast.

Maximising value from its property portfolio through dynamic phasing of launches

Emaar Misr intends to continue to implement a coordinated phasing strategy aimed at timing the launchand completion of its residential properties with the roll-out of retail, office and hospitality properties andother amenities, thereby allowing for a faster creation of thriving, fully integrated and self-containedlifestyle communities. As part of this strategy, Emaar Misr intends to continue to sell fully-finished,move-in ready residential properties in small units comprising completed villages and parcels within itsprojects which are expected to act as a catalyst for incremental leasing demand through increased propertyfoot traffic in the projects. Furthermore, Emaar Misr plans to continue to launch certain amenities at anearly stage with the aim of having a positive impact on the demand for and value of the residentialproperties over time while also building sales momentum. Management believes that the phasing strategywill provide Emaar Misr with the flexibility needed to respond efficiently to changes in the Egyptian realestate market and changing consumer preferences by allowing Emaar Misr to tailor its products.

Adherence to premium quality standards

Emaar Misr plans to further establish and maintain its strong market position and brand image bycontinuing to develop and construct premium residential and commercial real estate and equate thequality of both with Emaar Misr’s brand name. Management believes that Emaar Misr’s brand name inEgypt is a key differentiating factor and central to maintaining customer trust and loyalty. In order toensure that its properties and designs are of the highest standards, Emaar Misr plans to continue to engagecarefully selected international and regional architects, designers, planners, engineers and contractorswhom Management believes are at the forefront of the industry in terms of ability to create innovative anddifferentiated project designs. Management intends to select renowned global brands and leading local andinternational companies as tenants for its retail and office properties, as well as premium hospitalityoperators, with the aim of ensuring that its developments feature premium quality services and amenities.

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The commitment to deliver premium quality properties is supported through rigorous internal qualitymanagement standards and procedures that Emaar Misr applies at each stage of project execution,including managing communities and facilities after construction of properties is completed.

Retaining control of commercial assets

While historically the residential segment has been the core and primary focus of Emaar Misr, in the futureEmaar Misr intends to retain the ownership and lease the majority of its retail, office and hospitality assets,including schools and hospitals while preserving flexibility to sell selected commercial assets depending onprevailing market conditions. This strategy is designed to allow Emaar Misr to diversify its income streamsand improve cash flows by generating recurring rental income from commercial properties while retainingquality control over its amenities. Emaar Misr’s target contribution from rental income is approximately30-40% of total revenue. Emaar Misr expects that its effective management of commercial properties mayfurther appreciate residential property values.

In the medium to long term, Emaar Misr intends to develop more than:

• 6.2 million square metres of total GFA across all of its projects,

• 250,000 square metres of retail GLA across all of its projects,

• 150,000 square metres of office GLA in Project Uptown Cairo and Project Mivida, and

• 15 hotels, representing approximately 4,000 hotel room keys and branded and serviced apartmentsacross all of its projects.

In order to implement this strategy, Emaar Misr intends to rely on its strong market position, brand image,execution capabilities, skills and a track record of successful sales as well as expertise and know-how ofEmaar Malls and Emaar Hospitality Group to seek leading global brands as anchor tenants for its projects.

Disciplined and highly selective approach to additional land bank acquisitions

Emaar Misr intends to continue to expand its land bank in Egypt through a disciplined approach of highlyselective acquisitions of large plots with opportunistic consideration of smaller high-quality locations thatManagement believes would supplement Emaar Misr’s current portfolio and have the potential ofgenerating attractive revenue. As part of this strategy, Emaar Misr is currently participating in auctions andexploring other potential land acquisitions and development opportunities that fit its investment criteria.Emaar Misr’s main focus is the immediate development of its existing land bank with speculativeadditional acquisitions limited to exceptional opportunities. As part of this strategy, Emaar Misr intends tofocus on opportunities that can achieve a target levered project internal rate of return of approximately16% and an achievable minimum gross margin of approximately 25%, with particular attention to theavailability of Cairo-based land plots. See ‘‘Important Note Regarding the Target Rates of Return’’. For suchacquisitions, Emaar Misr may selectively consider entering into joint ventures or revenue sharing projects,while maintaining full management control over the projects.

Management believes that Emaar Misr has developed a rigorous, disciplined and highly selective landacquisition methodology. Rooted in an analytical approach to decision making, the methodologyemphasises risk identification and mitigation, and screens for fundamental asset value with a highrisk-adjusted return potential. It is designed to enable Management to identify, evaluate and act upon landacquisition and development opportunities based on a variety of indicators, including demand forresidential housing that exceeds available and expected supply, home affordability, and areas withwell-regarded educational systems and institutions, high educational attainment levels, accommodativetransportation infrastructure, proximity to major trade corridors, positive employment trends and diverseemployment bases.

Company Information

Emaar Misr is a joint stock company incorporated under the laws of the Arab Republic of Egypt with aregistered office at Cairo, Mokattam 11571, Egypt. The telephone number is: +20 2 25032000.

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DESCRIPTION OF THE OFFERING

Company . . . . . . . . . . . . . . . . . . . . . Emaar Misr for Development S.A.E.

Principal Shareholder . . . . . . . . . . . . Emaar Properties PJSC

Combined Offering . . . . . . . . . . . . . . The Combined Offering consists of an offering of up to600,000,000 New Shares in the Institutional Offering and theEgyptian Public Offering. THIS OFFERINGMEMORANDUM RELATES SOLELY TO THEINSTITUTIONAL OFFERING.

Institutional Offering . . . . . . . . . . . . The Institutional Offering consists of an offering of 510,000,000Institutional Offering Shares by the Company (a) outside theUnited States in ‘‘offshore transactions’’ in reliance onRegulation S under the Securities Act to institutional investorsin a number of countries, including Egypt and (ii) in the UnitedStates only to QIBs as defined in Rule 144A under the SecuritiesAct, in reliance on Rule 144A or another exemption from, or atransaction not subject to, the registration requirements of theSecurities Act. The Institutional Offering Shares are not beingoffered to retail investors in Egypt.

Egyptian Public Offering . . . . . . . . . The Egyptian Public Offering consists of a domestic offering bythe Company of up to 90,000,000 Public Offering Shares to thepublic in Egypt, subject to the Capital Market Law its ExecutiveRegulations as amended, the provisions of the EGX ListingRules and the regulations of the EFSA. THE EGYPTIANPUBLIC OFFERING IS EXPECTED TO BE OPEN FROM16 JUNE 2015 TO 25 JUNE 2015 AND IS BEING MADEPURSUANT TO THE PUBLIC SUBSCRIPTION NOTICE.EGYPTIAN INVESTORS SHOULD REFER TO AND WILLBE PURCHASING PUBLIC OFFERING SHARES SOLELYIN RELIANCE ON THE PUBLIC SUBSCRIPTION NOTICEAND MAY NOT RELY ON THIS OFFERINGMEMORANDUM.

Re-allocation of New Shares . . . . . . . The Company, in consultation with the Managers, mayre-allocate New Shares from either the Institutional Offering tothe Egyptian Public Offering or from the Egyptian PublicOffering to the Institutional Offering depending on the level ofsubscription for each tranche. Any re-allocation of New Sharesfrom the Institutional Offering to the Egyptian Public Offeringwill take place at least three business days prior to the closing ofthe Egyptian Public Offering which is scheduled for 25 June2015. Any re-allocation from the Egyptian Public Offering to theInstitutional Offering will take place on the day following theclosing of the Egyptian Public Offering which is scheduled for25 June 2015.

Offer Price . . . . . . . . . . . . . . . . . . . . EGP 3.80 per New Share.

Ordinary Shares OutstandingImmediately Prior to the CombinedOffering . . . . . . . . . . . . . . . . . . . . 4,019,338,000 Ordinary Shares.

Ordinary Shares Held by thePrincipal Shareholder ImmediatelyPrior to the Combined Offering . . . 4,019,338,000 Ordinary Shares.

Ordinary Shares OutstandingImmediately After the Combined

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Offering . . . . . . . . . . . . . . . . . . . . 4,619,338,000 (assuming all Public Offering Shares are offeredand sold in the Egyptian Public Offering).

Ordinary Shares Held by thePrincipal Shareholder ImmediatelyAfter the Combined Offering . . . . . 4,019,338,000 (representing 87.01% of the total outstanding

Ordinary Shares after the Combined Offering and assuming allPublic Offering Shares are offered and sold in the EgyptianPublic Offering).

Use of Proceeds . . . . . . . . . . . . . . . . The Company intends to use the net proceeds from theCombined Offering to partially fund existing and futuredevelopments of its projects and selectively expand its land bank.See ‘‘Use of Proceeds’’.

Managers . . . . . . . . . . . . . . . . . . . . . EFG Hermes and J.P. Morgan have been appointed Joint GlobalCoordinators and Joint Bookrunners for the InstitutionalOffering. Emirates Financial Services PSC has been appointedLead Manager for the Institutional Offering. Emirates FinancialServices PSC is acting as a manager in connection with theInstitutional Offering but not as an underwriter. Emirates NBDBank PJSC, an affiliate of Emirates Financial Services PSC, isacting only as an underwriter in connection with the InstitutionalOffering and will have the obligation to purchase InstitutionalOffering Shares for which Emirates Financial Services PSC failsto procure purchasers. References to the Managers in thisOffering Memorandum should be construed accordingly.

Capital Increase and Share Split . . . . On 11 May 2015, the Extraordinary Shareholders Meetingapproved the increase of the Company’s authorised capital fromEGP 4,500,000,000 to EGP 10,000,000,000. The process offinalising the capital increase and reflecting it on the Company’scommercial register will be completed before the closing of thepublic subscription period in the Egyptian Public Offering whichis scheduled to occur on 25 June 2015. The split of the OrdinaryShares in issue prior to the Combined Offering and the changeof the par value of the Ordinary Shares from EGP 10 to EGP 1were approved by an Extraordinary General Meeting of theCompany held on 31 March 2015, the EFSA on 4 May 2015 andGAFI on 5 May 2015. The issuance of the New Shares is subjectto EFSA’s and GAFI’s approval which is expected to be obtainedprior to the Closing Date. See ‘‘Description of Share Capital andApplicable Egyptian Law’’.

Listing and Trading . . . . . . . . . . . . . Application will be made to list the New Shares on the EGXunder the symbol ‘‘EMFD.CA’’. The existing ordinary shares ofthe Company were listed on the EGX on 4 March 2015, buttrading in the ordinary shares, including the New Shares, isconditional on the satisfaction of certain conditions set out inthe EGX Listing Rules including, without limitation, completionof the Combined Offering. In accordance with the regulations ofthe EGX Listing Rules, the Ordinary Shares will be quoted onthe EGX in single units. Trading in the Ordinary Shares,including the New Shares, on the EGX is expected to commenceon or around 2 July 2015, subject to receipt of regulatoryapprovals. See ‘‘Plan of Distribution—Subscription, Prefunding,Settlement and Transfer of the Ordinary Shares’’.

The trading in the New Shares is conditional upon thesatisfaction of the following conditions: (i) at least 10% of theCompany’s issued capital is owned by shareholders (other than

9

the founders of the Company), (ii) 5% of the Company’s totaloutstanding shares is free float (as defined in the EGX ListingRules) having a market value of not less than EGP 10 million,and (iii) the New Shares are being subscribed for by a minimumof 300 investors.

Settlement . . . . . . . . . . . . . . . . . . . . The Institutional Offering Shares are expected to be deliveredon or around 2 July 2015, subject to receipt of regulatoryapprovals. The Institutional Offering Shares will be delivered inaccordance with the relevant transfer and settlement proceduresprescribed by the Capital Market Law and Misr for CentralClearing, Depository and Registry S.A.E. for the settlement ofshares. See ‘‘Plan of Distribution—Subscription, Prefunding,Settlement and Transfer of the Ordinary Shares’’. Payment for theInstitutional Offering Shares must be made in EGP no laterthan 25 June 2015.

Lock-up Arrangements . . . . . . . . . . . Emaar Misr has agreed that, without the prior written consent ofthe Joint Global Coordinators, it and its officers and directorswill not issue, offer, pledge, sell, contract to sell or otherwisedispose of any Ordinary Shares (including treasury shares) orsecurities convertible into Ordinary Shares for a period of180 days from the date of the Underwriting Agreement, subjectto certain exceptions.

The Principal Shareholder has agreed that, without the priorwritten consent of the Joint Global Coordinators, it will notoffer, pledge, sell, contract to sell or otherwise dispose of anyOrdinary Shares or securities convertible into Ordinary Sharesfor a period of 180 days from the date of the UnderwritingAgreement, subject to certain exceptions. In addition, at least51% of the aggregate number of Ordinary Shares held by thePrincipal Shareholder (measured immediately prior to theCombined Offering) will be subject to a lock-up restriction for aperiod of two years following the commencement of trading ofthe shares on the EGX. The Ordinary Shares locked-up inaccordance with the EGX Listing Rules may be transferredduring the lock-up period, subject to EFSA approval and thefulfilment of certain other requirements of the EGX ListingRules. See ‘‘Plan of Distribution—Lock-up Arrangements’’.

Transfer Restrictions . . . . . . . . . . . . The Institutional Offering Shares are subject to transferrestrictions in certain jurisdictions. Prospective purchasersshould read the restrictions described under ‘‘TransferRestrictions’’ and ‘‘Plan of Distribution—Selling Restrictions’’.

Stabilisation . . . . . . . . . . . . . . . . . . . In connection with the Combined Offering, the StabilisationManager, or any of its agents, may effect transactions in theOrdinary Shares on the EGX with a view to supporting ormaintaining the market price of the Ordinary Shares at a levelhigher than that which might have otherwise prevailed in theopen market. However, there is no assurance that theStabilisation Manager (or persons acting on its behalf) willundertake any stabilisation action. Any stabilising action maybegin on or after the date of the commencement of trading ofOrdinary Shares on the EGX, and if begun, may end at any time,but must end no later than 30 calendar days after that date theStabilisation Period. The Company will finance an amount equalto 15% of the gross proceeds of the Combined Offering(referred to as the Stabilisation Fund) and make such funds

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available to the Stabilisation Manager prior to commencementof trading. Starting on the commencement of trading, theStabilisation Manager will place an open purchase order at theOffer Price, which will remain open until the end of theStabilisation Period. At the end of the Stabilisation Period thisopen purchase order will be matched with open sale orders andexecuted on the EGX. If the purchase order submitted by theStabilisation Manager exceeds the amount deposited in theStabilisation Fund, such purchase orders will be executed on apro rata basis up to the amount of the Stabilisation Fund and allOrdinary Shares purchased will be placed in the StabilisationFund. The Stabilisation Manager will remit to the Company, atthe end of the Stabilisation Period, any proceeds of theCombined Offering then remaining in the Stabilisation Fundand any remaining Ordinary Shares purchased during theStabilisation Period using the Stabilisation Fund. TheStabilisation Manager will disclose the stabilisation transactionsto the EGX at the end of the Stabilisation Period.

Voting Rights and OwnershipLimitations . . . . . . . . . . . . . . . . . . Holders of Institutional Offering Shares will be entitled to

receive notice of and attend general meetings of shareholders ofthe Company. Holders of Institutional Offering Shares areentitled to one vote per Institutional Offering Share. See‘‘Description of Share Capital and Applicable Egyptian Law’’.

Dividend Policy . . . . . . . . . . . . . . . . See ‘‘Dividend Policy’’.

Trading Symbol on EGX . . . . . . . . . . EMFD.CA.

ISIN . . . . . . . . . . . . . . . . . . . . . . . . EGS673Y1C015.

Risk Factors . . . . . . . . . . . . . . . . . . . Prospective investors should read the information discussedunder the heading ‘‘Risk Factors’’ and other information in thisOffering Memorandum prior to making an investment decisionwith respect to the Institutional Offering Shares.

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SUMMARY HISTORICAL AND OTHER FINANCIAL INFORMATION

The following selected financial information as of and for the three months ended 31 March 2015 and 2014has been extracted from the Interim Financial Statements, and the financial information as of and for thefinancial years ended 31 December 2014, 2013 and 2012 has been extracted from the Annual FinancialStatements. The selected financial information is qualified by, and should be read in conjunction with, thesection entitled ‘‘Operating and Financial Review’’ and the Financial Statements, including the notesthereto, appearing elsewhere in this Offering Memorandum. This financial information is historical andnot necessarily indicative of results to be expected in any future period. In addition, the Company’s resultsfor the three months ended 31 March 2015 are not necessarily indicative of results to be expected for thefull year.

Summary Statement of Profit or Loss and Other Comprehensive Income

Three months ended 31 March Year ended 31 December

2015 2014 2014 2013 2012

EGP US$(1) EGP EGP US$(1) EGP EGPRevenue . . . . . . . . . . . . . . 751,457,041 98,435,557 357,675,325 2,603,926,691 341,095,977 1,188,328,131 756,968,701Cost of revenue . . . . . . . . . (526,349,414) (68,948,050) (233,479,833) (1,826,867,902) (239,306,773) (777,782,195) (543,918,072)Gross profit . . . . . . . . . . . . 225,107,627 29,487,507 124,195,492 777,058,789 101,789,205 410,545,936 213,050,629

Selling, general andadministrative expenses . . . (86,138,235) (11,283,449) (52,947,905) (325,819,863) (42,680,097) (284,965,694) (204,380,360)

Finance income . . . . . . . . . 17,428,943 2,283,068 2,504,757 29,946,133 3,922,732 3,698,614 2,024,187Finance costs . . . . . . . . . . . (1,729,235) (226,518) (21,434,044) (111,908,022) (14,659,159) (209,990,965) (113,515,995)Other expenses . . . . . . . . . . (6,478,785) (848,675) (6,011,461) (3,500,837) (458,585) (6,949,477) (5,537,734)Other income . . . . . . . . . . . 12,800,101 1,676,723 5,789,564 35,294,227 4,623,294 27,320,069 9,627,715Provisions no longer required . 1,760,489 230,612 — — — — —Provisions . . . . . . . . . . . . . (157,156) (20,586) — (3,538,485) (463,517) — —Profit/(loss) before tax . . . . . 162,593,749 21,298,631 52,096,403 397,531,942 52,073,872 (60,341,517) (98,731,558)

Income tax . . . . . . . . . . . . (1,166,996) (152,868) (18,481,238) 26,515,980 3,473,406 69,808,354 —

Profit/(loss) for the period/year . . . . . . . . . . . . . . . 161,426,753 21,145,763 33,615,165 424,047,922 55,547,278 9,466,837 (98,731,558)

Note:

(1) Translated into US$ at an Exchange Rate of EGP 7.634 = US$ 1.00 (being the exchange rate in effect as of 31 March 2015) forconvenience.

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Summary Statement of Financial Position

As of 31 March As of 31 December

2015 2014 2013 2012

EGP US$(1) EGP US$(1) EGP EGPASSETSNon-current assets . . . . . . . . . . . 762,974,761 99,944,297 767,296,094 100,510,361 651,358,196 535,709,173Current assets . . . . . . . . . . . . . . 12,728,040,181 1,667,283,230 12,326,966,819 1,614,745,457 10,791,342,932 9,559,201,268

TOTAL ASSETS . . . . . . . . . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441

EQUITY AND LIABILITIESEquityShare capital . . . . . . . . . . . . . . . 4,019,338,000 526,504,847 878,338,000 115,056,065 878,338,000 699,269,000Amounts paid under capital

increase . . . . . . . . . . . . . . . . . — — 3,141,000,000 411,448,782 119,544,000 179,069,000Legal reserve . . . . . . . . . . . . . . . 21,145,120 2,769,861 247,803 32,460 196,491 196,491Retained earnings/(accumulated

losses) . . . . . . . . . . . . . . . . . . 160,485,144 21,022,419 19,955,708 2,614,057 (404,040,902) (413,507,739)

TOTAL EQUITY . . . . . . . . . . . . 4,200,968,264 550,297,127 4,039,541,511 529,151,364 594,037,589 465,026,752

LiabilitiesInterest-bearing loans and

borrowings . . . . . . . . . . . . . . . — — 475,020 62,224 171,290,093 231,977,713Land purchase liabilities . . . . . . . . 525,812,458 68,877,713 635,340,594 83,225,124 574,511,035 360,745,187Provision for employees’

end-of-service benefits . . . . . . . 12,837,160 1,681,577 8,852,688 1,159,640 6,768,775 7,409,228Non-current liabilities . . . . . . . . . 538,649,618 70,559,290 644,668,302 84,446,987 752,569,903 600,132,128Current liabilities . . . . . . . . . . . . 8,751,397,060 1,146,371,111 8,410,053,100 1,101,657,467 10,096,093,636 9,029,751,561

TOTAL LIABILITIES . . . . . . . . . 9,290,046,678 1,216,930,401 9,054,721,402 1,186,104,454 10,848,663,539 9,629,883,689

TOTAL LIABILITIES ANDEQUITY . . . . . . . . . . . . . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441

Note:


Summary Statement of Cash Flows


2015 2014 2014 2013 2012

EGP US$(1) EGP EGP US$(1) EGP EGPNet cash from/(used in)

operating activities . . . . . . . 468,712,974 61,398,084 205,843,139 1,083,396,675 141,917,301 (303,041,678) (610,162,821)Thereof working capital

changes . . . . . . . . . . . . 303,897,007 39,808,358 118,023,442 481,246,469 63,039,883 (501,610,447) (673,663,031)Net cash (used in) investing

activities . . . . . . . . . . . . . (1,127,109) (147,643) (27,840,615) (40,168,397) (5,261,776) (84,791,516) (72,980,164)Net cash from/(used in)

financing activities . . . . . . . (202,734,954) (26,556,845) (123,495,715) (376,935,042) (49,375,824) 477,004,030 672,274,616

Cash and cash equivalent atthe end of the period/year . . 1,113,328,630 145,838,175 232,346,221 844,974,315 110,685,658 177,707,978 85,552,567

Note:


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RISK FACTORS

An investment in the Company involves a high degree of risk. Potential investors should carefully consider therisks described below, together with the information contained in this Offering Memorandum, before deciding topurchase Institutional Offering Shares. Emaar Misr’s business, financial condition, results of operations andprospects, and the actual outcomes of matters as to which forward-looking statements are made in this OfferingMemorandum, could be adversely affected by any of the risks described below individually or collectively. Insuch case, the trading price of the Ordinary Shares could decline and purchasers of Institutional Offering Sharescould lose all or part of their investment.

The risks and uncertainties that Management currently believes are material are described below. However, theserisks and uncertainties may not be the only ones faced by Emaar Misr. Additional risks and uncertainties,including those currently unknown to Management, or that Management currently deems immaterial, couldhave an adverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

The risks and uncertainties presented below are subject to contingencies which may or may not occur. The orderin which the risk and uncertainties are presented below does not reflect order of importance, likelihood ofoccurrence or materiality. Prospective investors should carefully review the entire Offering Memorandum andshould form their own views before making any investment decision.

Risks Relating to Emaar Misr’s Business and Industry

Emaar Misr’s real estate assets and projects are subject to certain significant risks relating to real property.

There are a number of factors that commonly affect the real estate development industry, many of whichare beyond Emaar Misr’s control, and which could adversely affect the economic performance and value ofEmaar Misr’s real estate assets and projects. Such factors include, among others:

• Changes in political, social and economic conditions in Egypt and the MENA region (see ‘‘—RisksRelating to Egypt and the MENA Region’’ below).

• General industry trends, including the cyclical nature of the real estate market.

• Changes in local market conditions, such as a reduction in demand for real estate or changes in localtastes and perceptions as to the attractiveness, quality, comfort, safety and location of particularprojects.

• The quality and proximity of competition presented by other residential, retail, commercial andhospitality real estate developers, which may diminish opportunities for acquiring desired propertiesor sites on favourable terms or at all, as well as diminish sales increasing or decreasing land propertyprices.

• The attractiveness of the properties to residential purchasers, commercial tenants, tourists and retailcustomers.

• Constraints on growth in demand for new housing due to changes in interest rates and inflation, andthe limited availability of financing, including the underdeveloped status of the mortgage lendingmarket in Egypt.

• Government actions and administrative decisions against Emaar Misr’s properties, includingrenegotiations of, or challenges to, the validity of certain clauses in agreements entered into with theEgyptian government.

• Covenants, conditions, restrictions and easements relating to the properties or their use.

• Changes in laws, regulations or government policies (including those relating to financing,environmental usage, health and safety, tax (including property tax) and insurance), which increasethe costs of complying with such laws, regulations or policies and changes in town planning and zoningregulations or the interpretation or application thereof.

• Energy supply shortages and disruptions, utility supply shortages and delays in connecting to nationalutility grids.

• Force majeure and acts of nature, such as earthquakes or rock slides that may damage the propertiesor delay their development and have a negative reputational effect.

• Failure of Emaar Misr’s operational and technology systems.

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These factors could cause fluctuations in the value of real estate assets, rental income or operatingexpenses, causing a negative effect on the operating returns derived from, and the value of, real estateinvestments. Any adverse change in one or more of these general factors or in any of the factors describedin further detail below could have a material adverse effect on Emaar Misr’s business, financial condition,results of operations and prospects.

Emaar Misr’s real estate assets and projects are subject to additional development, planning and construction risks.

Real estate development, construction and acquisition activities are subject to additional risks, many ofwhich are beyond Emaar Misr’s control, including delay, ability to complete projects within the requiredtimeframe and financial loss, and which could adversely affect the economic performance and value ofEmaar Misr’s real estate assets. These risks are due to, among others:

• Failure to generate a sufficient level of pre-sales to finance project construction and costs overrunsthat exceed original estimates due to increased costs of materials, labour, other construction inputsand other factors. Such cost increases could make the completion of a project uneconomical as EmaarMisr may not be able to increase sales prices of units or rental rates for pre-sold or pre-let units tomitigate increases in construction costs.

• Inability to timely complete construction, sales or leasing of a property, particularly given the relativesize and complexity of the projects. Such inability may result in the breach or termination of theCompany’s existing preliminary sales contracts with the Egyptian government, the termination ofEmaar Misr’s ownership rights in respect of the land or claims for damages.

• Inability to adapt project phases to cater to changes in market tastes and preferences.

• Risks relating to project delays due to defaults by customers on post-dated cheques delivered at thetime of unit purchases in the event that Emaar Misr is not then able to vacate the units (if alreadydelivered) and re-sell such units and Emaar Misr’s credit facilities are unavailable or insufficient tocover any shortfall in funding of project costs.

• Risks relating to construction activity at properties, including shortages of materials and otherconstruction inputs (including, among others, cement, steel, energy and other utilities), the impositionof liens on materials, defects in materials or poor workmanship of third-party contractors.

• Potential title or other defects in acquired land plots, including latent defects that may not be revealeduntil many years after a property is developed and legal proceedings relating thereto.

• Potential delays in obtaining, or failure to obtain, all necessary land use, environmental, building,occupancy and other required governmental permits and authorisations, including investmentcontracts with local and regional authorities.

• Fluctuation in occupancy rates and rents at newly completed properties due to a number of factors,including market and economic conditions.

• Potential liabilities and proceedings relating to acquired land, properties or entities owning propertiesfor which a company may have limited recourse.

• Limited availability of energy and other utilities, adequate transportation and utility infrastructure.

• Obligations relating to the preservation and protection of the environment and the historic andcultural heritage of Egypt.

• Bankruptcy or insolvency of contractors, suppliers and other counterparties.

• Failure to sell or lease properties within budgeted limits, reducing the profitability of a project.

• Potential liabilities and proceedings relating to materials used, warranties and guarantees given for thequality of construction work performed subsequent to the date on which the project was transferred tothe customer.

Any adverse change in one or more of these factors could have a material adverse effect on Emaar Misr’sreputation, business, financial condition, results of operations and prospects.

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Developers, including Emaar Misr, face legal complexities and uncertainties in obtaining, retaining and enforcingtitle to land in Egypt.

Emaar Misr has historically acquired the majority of its land from the Egyptian government and State-owned enterprises.

Land acquisition from the government typically includes an initial grace period followed by regular interimpayments until the full purchase price has been paid. Pending payment of the full purchase price, the landis allocated to a developer by the Egyptian government pursuant to a land allocation decree andpreliminary sales contract. Under the preliminary sales contract, the developer agrees to develop the landin accordance with a development plan, certain project specifications and other conditions specified underthe preliminary sales contract and land allocation decree. The Egyptian government only transfers title tothe land when the developer has completed development in accordance with the foregoing.

A failure by Emaar Misr to comply with the development conditions or other terms of the land allocationdecree and preliminary sales contract could result in the Egyptian government or State-owned companiesreducing the size of the land allocated to Emaar Misr or rescinding the preliminary sales contract. EmaarMisr, as is the case with other real estate developers in Egypt, is often subject to additional obligations inthe form of administrative fees or development requirements that are imposed arbitrarily by the State orrelevant regulatory authorities beyond those contractual obligations initially stipulated in the preliminarysales contract or allocation decree, which could result in higher than expected costs for any particularproject.

The process to register title in Egypt is bureaucratic, lengthy and complicated and normally facesadministrative challenges and conflicting governmental decrees or orders that may result in delaying orsuspending the registration of title process. These challenges usually increase with large scale developmentprojects due to the size of the land. Moreover, due to the complexity of recording historical changes to thelegal status of land in the relevant Egyptian land registries, data in these registries is commonly notupdated upon the purchase or sale of land. Although registration of title in Egypt is not presently requiredin order to transfer personal rights or possession rights, it is essential to confer title to land in order to beenforceable vis-a-vis third parties. As a result of inconsistencies and inaccuracies in the land registrationsystem, transferring title to either Emaar Misr or the purchasers of residential units in its developmentsmay be delayed or suspended.

A number of recent court judgments have been passed ordering the State to reverse privatisationtransactions and, in some cases, agreements entered into between the State and private companies oradministrative decisions issued by the State. This resulted in certain cases of renegotiation by the State ofthe relevant contracts or administrative decision. However, a new law was passed in 2014 regulating theright of third parties to challenge contracts signed between the State or State-owned entities and privatepersons or entities. This new law restricts the right of third parties to challenge such contracts before thecourts unless corruption has been established by a criminal court judgment. This law has been challengedas unconstitutional on the basis that it restricts the right to sue. If the Egyptian supreme court upholds theconstitutionality of this law, the risk of reversing privatisation transactions will be reduced. However, if theEgyptian supreme court finds this law to be unconstitutional, there is no guarantee that the courts will notaccept claims seeking to reverse such privatisation transactions or that the State will not as a result seek torenegotiate the related contracts.

As of the date of this Offering Memorandum, Emaar Misr is in the process of registering title to the landon which Project Uptown and Project Marassi are located. Management will seek to register title forProject Mivida once the last land instalments have been fully paid and will seek to register title for the landon which Cairo Gate is planned once it has resolved change of ownership approvals, change of object feesand registration fees with Egyptian authorities. For more information, see ‘‘Material Contracts—Land andProperty Contracts’’ and ‘‘Description of Emaar Misr—Legal Proceedings’’.

These legal complexities and uncertainties regarding the right of Emaar Misr to obtain title to the landunderlying its projects could have a material adverse effect on Emaar Misr’s business, financial condition,results of operations and prospects.

Construction operations and properties are subject to extensive laws, regulations, standards and licences.

Emaar Misr’s construction operations and properties are subject to regulation by various governmentalentities and agencies in connection with obtaining and renewing various licences, permits, approvals andauthorisations as well as with on-going compliance with existing, amended and new laws, regulations and

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standards relating to fire and safety requirements, building codes, environmental regulations, land userestrictions, social housing and property taxes and to certain conditions in place under various landallocation decrees and preliminary sale contracts. Because of the complexities involved in procuring andmaintaining numerous licences and permits, there can be no assurance that Emaar Misr will at all times bein compliance with all of the requirements imposed on its properties.

The planning and approval process for new real estate development projects involves uncertainty. For anyproject being developed in Egypt, the architectural and detailed project design must be approved byseveral administrative bodies within the appropriate government agency. In addition, each project mustreceive administrative approvals from various governmental agencies, including the fire, health and safety,environmental protection and sanitary departments, as well as technical approvals from various utilityproviders, including electricity, gas and sewage services. Construction without a valid construction permit isa violation of law and, currently, the Egyptian government is taking steps to enhance monitoring in thisfield. The Egyptian government often attaches, and may in the future attach additional, conditions andrequirements to the award of sales contracts or to the sale and transfer of land or may enact new or amendexisting laws and regulations, which may affect Emaar Misr’s properties. For example, virtually alldevelopers, including Emaar Misr, advertise projects located on land purchased from the Egyptian NewUrban Communities Authority (‘‘NUCA’’) prior to completion of construction of such projects, which maynot comply with the terms of NUCA decrees allocating such land.

A 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 significantgovernmental fines, penalties, injunctions, formal decrees or orders and adverse private damages awards,and negative publicity. In addition, any adverse publicity resulting from any such non-compliance,particularly as regards the safety of the leisure and entertainment venues located in Emaar Misr’sproperties, could have a material adverse effect on its business, financial condition, results of operationsand prospects.

Emaar Misr operates in a highly competitive environment and competition may intensify in the local market.

The real estate industry and the retail real estate market in Egypt are highly competitive. Emaar Misr facesintense competition from other developers and operators of residential, retail, commercial and hospitalityproperties in Egypt, many of whom own properties similar to and located near Emaar Misr’s properties. Inaddition, Emaar Misr’s projects may face increased competition due to the movement of tenants to newsatellite cities, such as Egypt’s planned new Capital City, where Emaar Misr may not be as successful asother developers in acquiring attractive locations on favourable terms or at all. Some of Emaar Misr’scompetitors are well capitalised and have significant financial, marketing and other resources that may begreater than Emaar Misr’s. Some also have larger land banks and a longer track record, as Emaar Misr is arelatively new entrant into Egypt and is the only non-domestic developer among the major real estatedevelopers in Egypt.

Competition among property developers and retail operators may result in increased costs for theacquisition of land for development, increased costs for raw materials, shortages of skilled contractors,oversupply of properties and/or saturation of certain market segments, reduced rental rates for commercialuse or discounted stay rates for hospitality accommodations, decrease in property prices, a slowdown in therate at which new property developments will be approved and/or reviewed by the relevant governmentauthorities and an increase in administrative costs for hiring or retaining qualified personnel, any of whichmay adversely affect Emaar Misr’s business, financial condition, results of operations and prospects.

Furthermore, property developers or retail operators that are better capitalised than Emaar Misr may bemore competitive in acquiring land through the auction process. Emaar Misr may lose existing or potentialcustomers and tenants and may be pressured to reduce sales prices or stay and rental rates or to offer otherincentives, including rent abatements, early termination rights, below-market renewal, additional amenitiesand expanded hospitality services. New entrants into the Egyptian real estate development market or theretail market, including non-Egyptian entrants, may be successful in acquiring prime real estate and mayvigorously compete with Emaar Misr in developing properties in Egypt. If Emaar Misr fails to respond tochanges in market conditions as promptly and effectively as its competitors, any of these factors could havea material adverse effect on Emaar Misr’s business, financial condition, results of operations andprospects.

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Emaar Misr’s future rental revenues will depend upon its ability to successfully implement its business strategy tofind tenants for its investment properties.

Historically, Emaar Misr’s business activity has been focused on real estate development in Egypt and itsrevenues have been almost entirely derived from the sale of residential properties developed by it. As partof its strategy, going forward Emaar Misr intends to diversify its revenue streams through the retention ofinvestment properties. These will primarily consist of retail properties as well as office and hospitalityproperties and will largely be located in Emaar Misr’s landmark developments in its fully-integratedmaster-planned lifestyle communities. The total GLA of retail properties across all projects is expected tobe more than 250,000 square metres. The total GLA of office properties across all projects is expected tobe more than 150,000 square metres. The total number of hotels across all projects is expected to be 15with approximately 4,000 hotel room keys (including serviced and branded apartments).

Emaar Misr’s ability to successfully implement this strategy is subject to a variety of factors, many of whichare beyond its control. Emaar Misr’s business strategy is based on certain assumptions, including ananticipated increase in demand for high-quality retail and office space in Cairo reflecting an improvingeconomic environment and greater corporate confidence. If the assumptions regarding these trends proveto be incorrect or the overall Egyptian economy worsens or does not recover in the future, Emaar Misrmay not successfully implement this strategy and may fail to collect anticipated rental and operatingrevenues from those investment properties. For example, there can be no assurance that Emaar Misr willbe able to find suitable tenants, including anchor tenants and major retail groups, under the terms andconditions it seeks, that it will be able to maintain satisfactory relationships with its tenants or that it will beable to secure adequate occupancy rates at its properties on favourable terms or at all. Furthermore,Emaar Misr’s results of operations and cash flows will be dependent on the tenants’ liquidity and financialcondition and their ability to meet financial obligations under their leases. The ability of the tenants tooperate their businesses and fulfil their obligations under the leases will depend, in part, upon the overallprofitability of their operations, which could be adversely impacted by a number of factors, many of whichwill be beyond their control, including:

• A downturn in global, national or regional, political, social and economic conditions which maygenerally affect consumer behaviour or tenants’ ability to pay rental rates.

• A change in the purchasing habits of consumers in the region surrounding a development or fromtourists visiting the region.

• A shift to a preference for online shopping.

• A change in market conditions such as an oversupply of retail or commercial space, includingavailable space for sublease or construction.

• An increase in competition from other properties.

• A change in laws, regulations or controls affecting rental rates, prices of goods, interest rates and fuelor energy consumption.

In order to retain tenants and attract new tenants, Emaar Misr may also be required to offer rentconcessions, lease incentives and other terms in its lease contracts that make such leases less favourable. Inaddition, anchor tenants and large retail groups often have significant bargaining power when negotiatingrent and other lease terms. Emaar Misr may not be successful in maintaining or increasing occupancy ratesor successfully negotiating favourable terms and conditions in its leases. In addition, Emaar Misr may incurcosts in enforcing rights under the lease of a defaulting tenant, including eviction and re-leasing costs.Furthermore, if the tenants decide not to renew their leases upon expiration, Emaar Misr may not be ableto re-let their space on terms as favourable as those contained in the previous lease, if at all. If tenants donot renew their leases, Emaar Misr may need to expend significant time and money in attractingreplacement tenants. Any of the foregoing factors may reduce Emaar Misr’s cash flow and have a materialadverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

The hotel and resort industries are subject to certain general risks.

Emaar Misr plans to build 15 hotels with approximately 4,000 room keys across its projects and a resort inProject Marassi, all of which will be owned by Emaar Misr and operated by hotel operators. As of the dateof this Offering Memorandum, Emaar Misr operates only one hotel with 130 keys and 14 villas in ProjectMarassi. A number of factors, many of which are common to the hotel and resort industries and are

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beyond Emaar Misr’s control, could adversely affect the economic performance and value of Emaar Misr’shotels in the future. Such factors include, among others:

• Dependence on levels of business, commercial and leisure travellers and tourism in Egypt.

• Dependence on group and meeting/conference business.

• The impact of acts of war or increased tensions between certain countries, increased terrorism threats,terrorist events, impediments to means of transportation (including airline strikes, road closures andborder closures), extreme weather conditions, natural disasters, outbreaks of diseases and healthconcerns, rising fuel costs or other factors that may affect travel patterns and reduce the number ofbusiness and leisure travellers;

• Adverse effects of international market conditions, which may diminish the demand for first class andluxury leisure travel or the need for business travel, as well as national, regional and local political,economic and market conditions where Emaar Misr’s hotels and resorts operate and where itscustomers live;

• Increases in operating costs due to inflation, labour costs, utility costs (including energy costs),increased taxes and insurance costs, as well as unanticipated costs such as acts of nature and theirconsequences and other factors that may not be offset by increased room rates;

• Seasonality, in that hotels and resorts located in Egypt may operate at reduced levels of revenueduring varying seasons;

• Changes in interest rates and in the availability, cost and terms of debt financing;

• Changes in governmental laws and regulations (including trade restrictions), fiscal policies and zoningordinances and the related costs of compliance; and

• Risks relating to project delays due to defaults by customers on post-dated cheques delivered at thetime of serviced apartment purchases in the event that Emaar Misr is not then able to vacate the units(if already delivered) and re-sell such serviced apartments and Emaar Misr’s credit facilities areunavailable or insufficient to cover any shortfall in funding of project costs.

These factors could have a material adverse effect on Emaar Misr’s business, results of operations,financial conditions and prospects.

Emaar Misr has relied in the past, and will continue to rely, on third parties to design, complete and manage itsprojects.

Emaar Misr relies on third parties, including designers, planners, consultants, managers and contractors, atall stages of the project development life cycle. In particular, Emaar Misr does not maintain an in-houseconstruction team and relies on third-party contractors to undertake all construction works. In addition,Emaar Misr intends to outsource some services relating to the retail, commercial and hospitality propertiesto third-party contractors, including housekeeping, general building maintenance, pest control, lift andelevator maintenance, fire and smoke detection, curtain system and fire-fighting management, and securityservice and waste management.

The third-party contractors providing these services must be appropriately skilled and knowledgeable toprovide a high-quality service and may require licences or permits to carry out these services. In particular,a failure of building contractors to construct development projects on schedule or a failure of suppliers todeliver defect-free construction materials could delay completion of projects or negatively affect thequality of those projects. If Emaar Misr’s relationship with a contractor deteriorates, or if a contractorbecomes insolvent or is otherwise unable to satisfy its contractual obligations, Emaar Misr would have toappoint new contractors. There can be no assurance that a successor contractor could be found with therequisite skills, knowledge, approvals, licences, resources and willingness to perform the services for acommercially reasonable fee or at all. If this occurs, Emaar Misr’s business, results of operations, financialconditions and prospects could be materially adversely affected.

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Emaar Misr’s future cash flows and revenue will be influenced by the schedule of launches, pre-sale, sale anddelivery of residential properties which may fluctuate over time.

Historically, substantially all of Emaar Misr’s revenue has been derived from the sale and delivery ofresidential properties. The properties are developed in multiple phases over several years and the sale ofproperties typically starts a few years ahead of the delivery date and is not concurrent with the completionof construction works. See ‘‘Description of Emaar Misr—Project Life Cycle—Sales and Leasing Terms andFinancing Arrangements’’. Although the delivery of residential units at all three projects under developmenthas already started, the expected construction completion dates are 2021 for Project Mivida, 2024 forProject Marassi and 2026 for Project Uptown Cairo. As a result, Emaar Misr’s future cash flows andrevenue will be influenced by the schedule of launches, pre-sale, sale and delivery of Emaar Misr’sresidential properties. However, actual sales and revenue may vary due to various factors, including thepolitical, social and economic conditions, general market conditions, competition, the level of acceptanceof the properties by the customers, the timing of pre-sales and sales and Emaar Misr’s revenue recognitionpolicies.

According to Emaar Misr’s revenue recognition policy, revenue from sales of residential properties isrecognised at the time of delivery of the property to the purchaser. Since pre-sales of residential propertiesare not concurrent with the completion of construction works, Emaar Misr’s revenue and GFA sales maynot be recognised in the same period. Consequently, Emaar Misr’s financial results of operations for agiven period may be neither indicative of the actual demand for its properties nor the total sales it achievedduring such period.

Emaar Misr is dependent upon its Board of Directors, senior management team and certain key employees.

Emaar Misr’s business model and the execution of its business strategy is dependent upon the efforts,skills, reputation and business contacts of the members of its Board of Directors, senior management teamand other key employees, the information and deal flow they and others generate during the normal courseof their activities and the synergies among the diverse fields of expertise and knowledge held by itsprofessionals. These individuals are not obligated to remain employed with Emaar Misr. The loss of theservices of any of the senior executives or key employees could delay or prevent Emaar Misr fromexecuting its business strategy. In addition, Emaar Misr does not maintain key employee life insurancepolicies on its key employees. As a result, Emaar Misr may not be able to cover the financial loss it mayincur in losing the services of any members of the Board of Directors or senior management. Furthermore,the Managing Director also serves as the chief executive officer of Emaar Saudi Arabia and Emaar Syria,as discussed in ‘‘Certain Relationships and Related Party Transactions—Cross Charges’’, and may faceconflicting demands on his time as Emaar Misr’s business grows.

Emaar Misr’s future business will also depend, in part, on its ability to retain, hire, motivate and developkey personnel with relevant technical and industry expertise. Experienced technical, marketing and supportpersonnel in the real estate development industry are in high demand and competition for their talent isintense. To attract and retain key personnel, Emaar Misr must ensure that all members of its staff aresufficiently compensated, trained and integrated into its business. If Emaar Misr is unsuccessful in itsrecruiting efforts or if it is unable to train, integrate or retain new and existing key personnel, it may beunable to operate at current levels or grow its business. The loss of any of these key personnel maymaterially adversely affect Emaar Misr’s business, financial condition, results of operations and prospects.

Emaar Misr would be affected by any damage to the ‘‘Emaar’’ brand.

Emaar Misr’s brand is closely associated with the broader ‘‘Emaar’’ brand, which is owned by EmaarProperties and licenced to Emaar Misr. For further details relating to the licence arrangements with EmaarProperties, see ‘‘Material Contracts—Licence Agreement with Emaar Properties’’. If Emaar Properties or anyother entities associated with the ‘‘Emaar’’ brand were to become the subject of public controversy ornegative publicity, this could reflect adversely on the reputation of the ‘‘Emaar’’ brand. Any harm to thereputation of the ‘‘Emaar’’ brand could adversely affect the attractiveness of Emaar Misr’s properties anddevelopment, which could have a material adverse effect on the Company’s business, results of operationsand financial condition.

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Rapid growth and expansion may strain Emaar Misr’s managerial, financial and operational control systems.

The rapid development and establishment of Emaar Misr’s projects may raise unanticipated operational orcontrol risks going forward. Emaar Misr has experienced substantial growth since 2005 and Managementbelieves that its business will continue to grow at a relatively rapid rate for the foreseeable future.

As of the date of this Offering Memorandum, Emaar Misr has three projects under development inaddition to a parcel of undeveloped land at Cairo Gate. The projects are developed in multiple phases overseveral years and the sale of properties typically starts a few years ahead of the delivery date and is notconcurrent with the completion of construction works. The expected construction completion dates are2021 for Project Mivida, 2024 for Project Marassi and 2026 for Project Uptown Cairo. See ‘‘Description ofEmaar Misr—Description of Projects’’. As a result, Emaar Misr will have to react and adapt to potentiallychanging market demands as well as to potential changes in the Egyptian political, social and economicclimate during the periods over which these projects are developed. Succesful management of the growthnecessary to effectively execute these projects will require, among other things:

• development of financial and management controls and information technology systems and theirimplementation in newly established or acquired assets;

• development of best practices and policies;

• development of logistical operations and supply chain management; and

• strong marketing activities.

Moreover, Emaar Misr has historically operated as a privately owned company. The operating complexitiesof its business and the responsibilities of its Management have increased. As Emaar Misr expands itsoperations and seeks additional growth opportunities, its internal controls will need to be adapted to allowEmaar Misr to respond to the growing demands of its business. Although Emaar Misr currently has aninternal structure designed to deal with the complexities of its business and operations, it will need tocontinue improving its financial controls and procedures to keep pace with its growth, to maintain robustcoordination between its business segments and personnel, and, as growth dictates, to hire additionalqualified personnel. Effective internal controls are necessary for Emaar Misr to produce reliable financialreports and are important to help prevent fraud. As a result, if Emaar Misr fails to achieve and maintaineffective internal controls over financial reporting as its business grows, it could result in the loss ofinvestor confidence in the reliability of its financial statements.

Should Emaar Misr be unable to successfully manage the impact of rapid growth on its managerial,financial and operational resources and control systems, this could have a material adverse effect on itsbusiness, financial condition, results of operations and prospects.

Emaar Misr may be unable to locate and acquire land suitable for development at attractive prices and uponfavourable terms and conditions.

Emaar Misr’s future growth and profitability to date have been attributable, in part, to its ability to locateand acquire land in attractive locations, at attractive prices and on favourable terms and conditions, andthe success of Emaar Misr’s business strategy and future profitability depends upon its continued ability todo so. In the past, Emaar Misr has been able to acquire land suitable for different types of developmentsand asset classes, including residential, retail, commercial and hospitality properties. Currently, EmaarMisr has three large scale projects in development and one parcel of undeveloped land which Managementbelieves are located in desirable locations where sizeable areas of land for development are scarce.However, there can be no assurance that in the future Emaar Misr will be able to continue to acquire landin the sizes or locations suitable for development, at attractive prices or on favourable terms andconditions. Any inability to identify and acquire sufficient sites for Emaar Misr’s land bank at commerciallyacceptable prices, terms and conditions could have a material adverse effect on its business, financialcondition, results of operations and prospects.

Property valuation is inherently subjective and uncertain.

Valuation of property is inherently subjective due to the nature of each property, its location, the expectedfuture revenues from that particular property and different valuation assumptions and methodologiesadopted. Any such valuation is subject to a degree of uncertainty and may be made on the basis ofassumptions and methodologies which may not prove to be accurate, particularly in periods of volatility,low transaction flow or restricted debt availability in the real estate market.

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DTZ, an independent real estate appraiser, has valued certain of Emaar Misr’s properties and projectsusing certain methodologies and assumptions. While Emaar Misr believes that the methodologies andassumptions used by DTZ are reasonable and that there has been no material change to the aggregatemarket value of its properties, the assumptions used may not be accurate. Accordingly, valuations based oninaccurate assumptions may negatively affect the valuation of Emaar Misr’s properties. Moreover, the useof different methodologies and assumptions would likely produce different valuation results. The valuationreport of DTZ included in this Offering Memorandum estimates the market value of Emaar Misr’sprojects as of 31 December 2014. However, since market movements after the date of any such valuationsand over the longer term may cause significant fluctuations in the value of the real estate, there can be noassurance that a valuation report dated any other date would not produce different valuation results.

Details of the valuation methodologies used and the assumptions made by DTZ are described in Annex Atitled ‘‘Valuation Report’’ in this Offering Memorandum. Valuation methodologies and assumptions used,which may result in valuations different from the market value of Emaar Misr’s properties, include (but arenot limited to) assumptions regarding the discount rates, market selling prices per square metre, exitmultiples, development timetable and phasing for each project, land, infrastructure and construction costs,selling prices and cost escalation, rental prices and inflation thereof, costs of borrowing and taxation,alongside assumptions on the condition of the properties, environmental matters, planning, title deeds andother information. Therefore, the market values ascribed to the properties should not be taken as anindication of the proceeds that Emaar Misr could achieve following the sale of any of its properties. To theextent that valuations of Emaar Misr’s properties do not accurately reflect their market value, due to thefactors listed above and/or any other factors, this may have a material adverse effect on Emaar Misr’sbusiness, financial condition, results of operations and prospects.

There can be no assurance that any targets, including Emaar Misr’s target levered project investment rates ofreturn, will be achieved.

Emaar Misr’s target levered project investment rates of return set out in this Offering Memorandum aretargets only (and for the avoidance of doubt are not profit forecasts). The target levered project investmentrates of return are intended primarily as a basis for recommending investments to the Board of Directors.These targets reflect subjective judgments in many respects and thus are susceptible to multipleinterpretations and periodic revisions based on actual experience and business, economic, regulatory,financial and other developments. There can be no assurance that such targets will be met or that EmaarMisr will achieve or successfully implement its investment strategy. The actual results achieved by EmaarMisr and its investments may vary from these targets, and these variations may be material and are subjectto risks and uncertainties described elsewhere in this Offering Memorandum.

Prospective investors should note that Emaar Misr’s target levered project investment rates of return aretarget returns for Emaar Misr’s investments and not for Emaar Misr itself or for any investment in theInstitutional Offering Shares. Prospective investors should not place undue reliance on such target rates indeciding whether to invest in the Institutional Offering Shares.

Emaar Misr’s insurance coverage may be inadequate to cover all potential losses it could suffer.

All of Emaar Misr’s current operations are conducted, and its assets are located, in Egypt, and accordinglymay be subject to higher political, social, economic and market risks when compared to similar operationsin countries in the European Union, the United States and other parts of the world. See ‘‘—Risks Relatingto Egypt and the MENA Region’’. While Emaar Misr maintains comprehensive coverage for generalliability, property, business interruption and other risks with respect to its properties and while its policiesoffer features and limits which Management considers customary, no assurance can be given that coveragewill be available at reasonable rates.

Moreover, various types of catastrophic losses, like earthquakes, hurricanes, floods, nationalisations orcertain types of terrorism, may not be insurable or may not be economically insurable. Even wheninsurable, these policies may have high deductibles, high premiums or may be deemed to fall outside ofcoverage. In the event of a substantial loss, Emaar Misr’s insurance coverage may not be sufficient to coverthe full current market value or replacement cost of its lost investment. Should an uninsured loss or a lossin excess of insured limits occur, Emaar Misr could lose all or a portion of the capital it has invested in oneof its projects as well as some anticipated future revenues. In that event, contractual obligations relating tothe project may remain. Inflation, changes in building codes and ordinances, environmental considerationsand other factors might also prevent Emaar Misr from using insurance proceeds to replace or renovate aproperty after it has been damaged or destroyed.

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Emaar Misr may also face an insurance provider which challenges Management’s belief that a certainclaim is covered by an insurance policy. Under these circumstances, the insurance proceeds may beinadequate to restore the former economic position on the damaged or destroyed property, which couldhave a material adverse effect on Emaar Misr. Accordingly, any of these factors may have a materialadverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

Insufficient local infrastructure and utilities may result in delays in the completion of projects.

The timely construction, completion and sustained viability of Emaar Misr’s projects is dependent uponand may be adversely impacted by insufficient levels of local infrastructure and utilities. Along withincreased development and growth of the Egyptian real estate market and overall economy, the existinginfrastructure and utilities may experience excessive demand. The establishment of new communities andcommercial projects, such as those in development by Emaar Misr, may require the expansion of water,electricity and sanitation networks into new geographic areas. Similarly, the construction of newdevelopments requires road and transportation networks with sufficient capacity to handle the transit ofconstruction inputs. If the existing infrastructure and utilities are inadequate or non-existent, this mayresult in delays in the completion of a project or may result in a completed project not achieving itsexpected potential.

While Emaar Misr develops and constructs local infrastructure and utilities in its projects, the existingpublic infrastructure to which it connects is beyond Emaar Misr’s control. Consequently, no assurance canbe given that improvements to or the establishment of infrastructure in and around Emaar Misr’s projectswill occur prior to completion of the projects, that any such improvement will be sufficient to support thecompleted projects or that the infrastructure will be maintained to an appropriate standard. If the requiredutilities and infrastructure are not developed or improved, Emaar Misr’s ability to develop and thecommercial viability of its completed projects could be negatively impacted, which may have a materialadverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

Emaar Misr is part of the Emaar Group and has in the past engaged in, and will continue to rely on, related partytransactions with members of the Emaar Group.

Emaar Misr has entered into and may continue to enter into transactions with certain members andaffiliates of the Emaar Group, including the Emaar Hospitality Group, the Emaar Retail Group, theEmaar Malls Group, Emaar Saudi Arabia, Emaar Syria and Turner among others. Some of thesetransactions are important for Emaar Misr’s development plans and business strategy, in particular thedevelopment of Emaar Misr’s retail, commercial and hospitality segments.

Transactions entered into with related parties have in the past been entered into on an arm’s-length basispursuant to market terms. However, there can be no assurance that Emaar Misr will be able to enter intotransactions on market terms with its related parties in the future, particularly in circumstances where nounrelated third parties are able to offer comparable services. In the event such related party transactionsshift excessive benefits to Emaar Misr’s related parties, the transactions Emaar Misr enters into could havea material adverse effect on its business, financial conditions, results of operations and prospects. Forfurther details relating to Emaar Misr’s transactions with certain members and affiliates of the EmaarGroup, see ‘‘Certain Relationships and Related Party Transactions’’.

The Principal Shareholder may take actions that are not in line with, or may conflict with, its public shareholders’best interests.

Emaar Misr is currently a wholly-owned subsidiary of the Principal Shareholder. Upon completion of theCombined Offering and assuming all Public Offering Shares are offered and sold in the Egyptian PublicOffering, the Principal Shareholder will hold 87.01% of Emaar Misr’s Ordinary Shares and voting rights,giving it the ability to designate a majority of the members of the Board of Directors and, as such, theability to control Emaar Misr’s business direction and strategy. For further details relating to Emaar Misr’stransactions with certain affiliates and members of the Principal Shareholder and the Emaar Group priorto and after the Combined Offering, see ‘‘Certain Relationships and Related Party Transactions’’. Theinterests of the Principal Shareholder may differ from Emaar Misr’s interests or those of othershareholders of Emaar Misr. For example, the Principal Shareholder may pursue transactions that, in itsjudgment, could enhance its equity investment, even though the transaction may involve risks to the othershareholders. Moreover, the Principal Shareholder and Emaar Misr may compete in the real estatemarket. There can be no assurance that the interests of the Principal Shareholder will coincide with the

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interests of the other shareholders or that the Principal Shareholder will act in a manner that is in EmaarMisr’s best interests.

Emaar Misr is subject to extensive environmental regulation, which creates uncertainty regarding futureenvironmental expenditures and liabilities.

Environmental laws and regulations in Egypt have evolved over time and are continuing to evolve. Anowner or occupier of Egyptian real estate must investigate and clean up hazardous or toxic substances orpetroleum products released at or affecting such real estate. Even if more than one person may have beenresponsible for the contamination of the land, each person covered by the environmental laws may be heldjointly and severally responsible for all of the clean-up costs incurred. In addition, third parties or theowners of neighbouring properties may sue the owner or occupier of a site for damages and costs resultingfrom environmental contamination emanating from that site. As Emaar Misr’s real estate business growsand expands and, as Egyptian environmental laws continue to evolve, Emaar Misr may face increased risksrelating to environmental contamination and protection in the future.

Under Egyptian law, environmental liabilities that occurred while land was owned by the State, that is,prior to the execution of a preliminary sales contract, remain the responsibility of the State. However,there can be no assurance that the law will not change or that it will prove possible to delineate andallocate responsibility for environmental contamination to the periods before and after the dates of landallocation contracts. If Emaar Misr were to be found liable for any environmental contamination thatoccurred prior to the land being allocated to it, the allocation of responsibility for such contamination maybe costly and time-consuming and, accordingly, Emaar Misr’s business, financial condition, results ofoperations and prospects could be adversely affected.

Emaar Misr and certain of its executives and directors are and may continue to be party to civil and criminal legalproceedings, the outcome of which is uncertain.

Emaar Misr and certain of its executives and directors are currently party to a number of legal andarbitration proceedings in the ordinary course of business, including in relation to the title to land. Inaddition, pursuant to Egyptian law, criminal proceedings may be initiated directly by an individual plaintiff(without any prosecutorial investigation) in connection with certain types of misdemeanours for which thelaw permits settlement or conciliation pursuant to the Egyptian Code of Criminal Procedures. EmaarMisr’s Chairman and Managing Director, as legal representatives of Emaar Misr, have been and maycontinue to be subject to such criminal proceedings. For a description of such proceedings, see ‘‘Descriptionof Emaar Misr—Legal Proceedings’’. In the future, Emaar Misr and certain of its executives and directorsmay become involved in litigation or other proceedings.

Court proceedings and judicial decisions in Egypt are not always predictable. If any proceedings areresolved adversely against Emaar Misr or such executives or directors, such litigation or proceedings maysignificantly harm Emaar Misr’s future results of operations or financial condition due to the imposition ofpenalties or other damages which may not be covered by insurance, and may result in criminal convictionsof certain of its executives, which would have a material adverse impact on Emaar Misr’s reputation,results of operations and ability to execute its business plan.

Emaar Misr requires significant capital investments in connection with its current development projects and may berequired to make further capital investments in the future; there is no guarantee that Emaar Misr will be able tosecure such funding at favourable terms or at all.

Emaar Misr’s strategy contemplates significant capital investments in a relatively short period of time andit expects to make significant capital investments in the near future in its existing projects. Emaar Misrintends to use the net proceeds from the Combined Offering, together with its existing cash resources,principally to further the development of the non-residential areas of its projects under development,including primarily Emaar Square in Project Uptown Cairo, the marina and hotels in Project Marassi andthe downtown area in Project Mivida (comprising both retail and office space). Emaar Misr also intends touse a part of the net proceeds from the Combined Offering to fund pre-launch expenditures and costs inrelation to the development of Cairo Gate as well as selectively growing its land bank through the potentialacquisition of select land plots that meet the investment criteria of Emaar Misr. See ‘‘Use of Proceeds’’ and‘‘Description of Emaar Misr—Description of Projects’’.

In the future, while Emaar Misr expects to be in a position to finance its capital investment requirementsfrom operating cash flows and existing or new debt facilities, it may consider other means of financing its

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future plans, such as by further accessing the capital markets or incurring additional debt. However, therecan be no guarantee that Emaar Misr will be able to generate sufficient cash flows to fund capitalinvestments for existing and future development projects. In addition, Emaar Misr may also facedifficulties in obtaining debt financing, refinancing existing debt or raising capital from the capital marketsdue to reasons beyond its control, such as general political, social and economic conditions or due tocovenants under existing or future financing agreements. Should Emaar Misr be able to obtain and use ahigher amount of debt financing for future developments than it has historically required, the risksnormally associated with debt financing, such as fluctuations in interest rates and increased interestexpense, may affect Emaar Misr’s business, financial condition, results of operations and prospects.

Emaar Misr’s failure to generate sufficient cash flows or to obtain the capital required to financeinvestments in, or other liquidity requirements of, its existing development projects or its future growthplans could have an adverse effect on its business, financial condition, results of operations and prospects.

Risks Relating to Egypt and the MENA Region

All of Emaar Misr’s projects and properties are located in, and all of Emaar Misr’s revenue is derivedfrom, Egypt. Consequently, Emaar Misr is susceptible to broader political, social, economic, legal andother trends and events in Egypt and the MENA region more generally. Since late 2010, there have beensignificant civil disturbances and events resulting from political turmoil affecting several countries in theMENA region, which to date have led to the collapse, near collapse or significant weakening and reshapingof the political regimes of Yemen, Syria, Tunisia, Egypt and Libya. In addition, on-going armed conflicts inIraq, Libya, Syria and Yemen have had a destabilising impact on the region. Political instability and armedconflict in the MENA region could result in increased uncertainty and adversely affect economic activity inthese countries, which could have a material adverse effect on Emaar Misr’s business, financial conditionand results of operations.

Businesses operating in Egypt are exposed to political and social risk.

Egypt has been subject to political upheavals and multiple changes of government in recent years. Politicalunrest in Egypt led to demonstrations and protests in Egypt’s principal cities, leading to the January 2011revolution which resulted in the resignation of President Hosni Mubarak. Presidential elections were heldin June 2012, resulting in the election of Mohammed Morsi. In July 2013, in the face of populardemonstrations against the government, the Egyptian armed forces deposed President Morsi and hisgovernment and installed an interim government, pending new elections. The subsequent months werecharacterised by widespread civil unrest and violent clashes between supporters of the deposed presidentand the new interim government. In January 2014, a new constitution was overwhelmingly approved in areferendum. Presidential elections were held in May 2014 and Abdel Fattah Al-Sisi was sworn in asPresident of Egypt on 8 June 2014. In light of the sustained political uncertainty and instability, includingthe adoption of two constitutions, business activity in Egypt has been negatively affected.

The current government is likely to continue to face socio-economic challenges and risks of instability thatoften accompany political transition. These challenges, together with the incidents of social and politicalunrest and violence in Egypt, have historically had a significant adverse effect on the Egyptian economy.Furthermore, there is limited visibility as to the timing of new parliamentary elections, which are requiredunder the new constitution and form a part of the political transition plan. New parliamentary electionsmay lead to the formation of a new government. The political make-up of the new government and itspriorities and policies are unknown.

Egypt’s economic challenges, including in particular low growth rates, high unemployment and highinflation, place considerable burdens on the population. While the current government has beenimplementing economic reforms aiming to increase foreign investment, drive economic growth and tacklehigh unemployment, there can be no assurance that these reforms will be successful or that they will besufficient to improve the quality of life of Egyptians. Any failure by the government to adequately addressEgypt’s challenges may result in political and social instability.

There can be no assurance that further incidents of political or social instability, protests or violence inEgypt will not directly or indirectly affect Egypt and its economy, which, in turn, could have a materialadverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

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Egypt faces significant economic challenges.

The significant political instability and subsequent transition beginning in January 2011 and, to a lesserextent, the recent global economic crisis, have had material negative consequences for the Egyptianeconomy. Egypt’s real GDP growth has slowed from 5.1% in 2009-2010 to 1.8% in 2010-2011, 2.2% in2011-2012, 2.1% in 2012-2013 and 2.2% in 2013-2014 (source: Economist Intelligence Unit, February2015). Total net foreign direct investment has decreased by 69% from the fiscal year ending in June 2008 tothe fiscal year ending in June 2013, with a significant part of that decline occurring since 2011. Inflation, asmeasured by the Egyptian consumer price index, decreased from 11.8% in 2009 to 9.5% in 2013, inflationwas expected to reach 10.1% in 2014 (source: Economist Intelligence Unit, February 2015). Moreover, theEgyptian economy is subject to the risk of increasing inflation due to the devaluation of the Egyptianpound and any recovery in GDP growth rates as the economic reforms begin to be implemented. Althoughprice stability is at the centre of the Central Bank of Egypt’s monetary policy, there can be no assurancethat the Central Bank of Egypt will be able to achieve or maintain price stability and thus control inflation.

Egypt’s budget deficit has increased from 6.9% of GDP in 2009 to 10.8% of GDP in 2012 and 13.7% ofGDP in 2013, but subsequently declined slightly to reach 12.8% of GDP in 2014. Egyptian public debt hasalso increased from 72.5% of GDP in 2009 to 89.3% of GDP in 2014 (source: Central Bank of Egypt). Thestabilisation and slight decrease in the budget deficit has resulted in large part due to lower energysubsidies and substantial grants and other budgetary support from Gulf Cooperation Council memberstates.

Net international reserves of the Central Bank of Egypt decreased by 52.3% since 30 June 2009 to$14.9 billion as of 30 June 2013. In the absence of robust tourism revenue, Egypt’s net internationalreserves have been heavily supported by supplies of energy on concessionary terms and new deposits withthe CBE, in each case, by Gulf Cooperation Council member states. In January 2014, the EgyptianMinister for Tourism announced that Egypt’s revenue from tourism increased by 124.7% from June 2014to September 2014 compared to the same period in 2013 and by 102.8% from October 2014 to December2014 compared to the same period in 2013 (source: Ministry of Tourism).

There can be no assurance that Egypt will not continue to experience further economic difficulties or thatit will be able to adequately address these difficulties and stabilise or improve the macroeconomicenvironment. In particular, any failure to address Egypt’s fiscal and current account deficits may lead to anunsustainable macroeconomic environment and precipitate a fiscal or balance of payments crisis. Therecan be no assurance that Egypt will continue to benefit from fiscal or foreign exchange support from themember states of the Gulf Cooperation Council. Any reduction or cessation of such support could lead toa significant deterioration of the macroeconomic environment. Any deterioration of such conditions mayhave a material adverse effect on Emaar Misr’s business, financial condition, results of operations andprospects.

Egypt has experienced and continues to experience terrorist events and occasional civil disorder.

Egypt has experienced and continues to experience terrorist attacks and occasional civil disorder. Terroristattacks have largely targeted security and military personnel, tourists, religious minorities, local offices offoreign companies and political figures across the country. The terrorist campaign in Sinai by an affiliate ofthe Islamic State has been particularly deadly since 2011 and has claimed the lives of hundreds ofEgyptians, including security and military personnel, as well disrupted exports of natural gas by pipelines.Similarly, Libya has experienced severe political instability and the country has descended into civil warwith lawlessness allowing another affiliate of the Islamic State to establish a base, with serious implicationsfor Egypt, including violence against Egyptians in Libya and cross-border military strikes by the Egyptianarmed forces. More recently, cities in Egypt’s Nile valley and delta (including Cairo) have witnessedincidents involving improvised explosive devices, although material and human losses from these incidentshave, to date, been largely limited. There can be no assurance that extremists or terrorist groups in theregion will not escalate or continue these violent activities in Egypt, or expand their operations to includemore targets.

Since 2011, Egypt has also witnessed periods of civil disorder such as demonstrations, protests and sit-ins.Recent examples include demonstrations by banned political groups, football-related violence and sit-insby opposition parties. Many of these events have resulted in violence and, in many cases, loss of life. Anycontinuation or escalation of these events may discourage tourists from visiting Egypt and deterinvestments in Egypt, which would lead to a deterioration of the macroeconomic climate, a further strainon net international reserves and, in turn, a worsening of the political and social environment. The effects

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of any such terrorist activities and security concerns could have a material adverse effect on Emaar Misr’sbusiness, financial condition, results of operations and prospects as well as investor confidence in investingin Egypt.

The Egyptian legal system and new legislation can create an uncertain environment for investment and businessactivity.

The Egyptian legal system is still developing the framework to support a market economy. As a result, thiscreates uncertainties, which may not exist in countries with more developed market economies, withrespect to the legal and business decisions that real estate companies make. The evolution of Egypt’s legalsystem, particularly with respect to tax laws during the current transitional period, may adversely affectrelevant market developments resulting in certain cases of ambiguities, inconsistencies or anomalies in thelaw, its implementation and judicial practice. Enforcement of contractual rights through the courts mayalso face difficulties and delays. The foregoing may have an adverse effect on Emaar Misr’s ability toprotect certain contractual rights, or to defend itself against certain claims by others, including challengesby regulatory and governmental authorities in relation to its compliance with applicable laws andregulations and could have a material adverse effect on its business, financial condition, results ofoperations and prospects.

Companies operating in Egypt may be subject to foreign exchange controls.

Prior to 1994, the Egyptian government had at various times imposed foreign exchange controls limitingthe ability of companies to obtain foreign currency. During these times, Egyptian companies experienceddifficulties in converting Egyptian pounds to foreign currencies. More recently, since the revolution inJanuary 2011, to address shortages in foreign currency availability, temporary restrictions and monitoringmechanisms and rules have been imposed by the Central Bank of Egypt in order to limit the outflow andprioritise the utilisation of foreign currency. Such restrictions imposed in Egypt included limitations on theability of individuals and companies to transfer foreign currency abroad without Central Bank of Egyptapproval, which is discretionary based on the quantities being transferred and the proposed utilisation. Ifthe Egyptian government introduces more restrictive foreign currency exchange controls, Emaar Misr mayexperience difficulty or be unable to service its foreign currency-denominated payment obligations, whichmay have a material adverse effect on its business, financial condition, results of operations and prospects.

Official statistics and market data published in Egypt may not be complete or reliable.

Although a number of ministries, agencies and entities of the Egyptian government, including the EgyptianMinistry of Economic Development, the Central Agency for Public Mobilisation and Statistics and theCentral Bank of Egypt, produce statistics on Egypt and other data on its economy, there can be noassurance that such information is as accurate or reliable as that compiled in more developed countries.Management has not independently verified such official statistics or other data, and any discussion ofmatters relating to Egypt in this Offering Memorandum is therefore subject to uncertainty due toquestions regarding the completeness and/or reliability of such information. Moreover, the real estatemarket in Egypt is characterised by a limited amount of publicly available data and independent researchcompared to, for example, Western Europe. As a result, it may be difficult to assess the market value ofreal estate assets in Egypt and to analyse market trends and conditions over time or at all. This restricts theability to forecast market prices, property-related costs and property values.

Emerging markets, such as Egypt, are generally subject to greater risks than more developed markets.

Investing in securities involving emerging market countries generally involves a higher degree of risk thaninvestments in securities of issuers from more developed countries. These higher risks include, but are notlimited to, rapid and significant changes in the political, social and economic environment, changes ingovernment policy, arbitrary actions of governmental authorities adversely affecting business and trade,corruption, changes in the relations between countries, lack of consistent law enforcement, higher volatilityin the financial markets, limited liquidity, high rates of inflation, currency fluctuation and country default.In Egypt, some of these risks have been exacerbated by the events and the challenges that Egypt has facedover the past few years. Moreover, international investors’ reactions to events occurring in one emergingmarket country or region may sometimes demonstrate a ‘‘contagion’’ effect, in which an entire region orclass of investment is disfavoured by such investors. If such a ‘‘contagion’’ effect occurs, Egypt could beadversely affected by negative developments in other countries in the region. Any of the above risks could

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have a material adverse effect on Emaar Misr’s business, financial condition, results of operations andprospects.

Disclosure obligations, financial controls and corporate governance requirements and protections for minorityshareholders or investors in publicly traded companies in Egypt may be less extensive than those of jurisdictionswith more established securities markets.

There is generally less information available about Emaar Misr and other Egyptian companies than isregularly available for listed companies in the United States, the United Kingdom or certain otherjurisdictions, particularly those with more established securities markets. Regulations concerning reportingrequirements and auditing standards for Egyptian companies may not afford the same degree of investorprotection as is available in the United States or European markets.

In recent years, the corporate governance and accounting, financial and other disclosure standardsapplicable to Egyptian companies and publicly listed companies in particular, have been subject tosignificant amendments including most recently, the amendment and restatement of the EGX ListingRules as of 1 February 2014. The corporate affairs of Emaar Misr are governed by the EgyptianCompanies Law, the Egyptian Investment Law, the Capital Market Law, the EGX Listing Rules, thestatutes of Emaar Misr and other laws governing companies incorporated in Egypt. The rights ofshareholders of Emaar Misr and the responsibilities of members of the Board of Directors under Egyptianlaw are different in certain respects from those applicable to corporations organised in the United States,the United Kingdom and other jurisdictions. In particular, Egyptian law significantly limits thecircumstances under which shareholders of an Egyptian company may bring shareholder derivative actions.Regulations governing the Egyptian securities market are not as extensive as those in the United States,the United Kingdom and major securities markets in other jurisdictions. In addition, although Egyptianlaw imposes restrictions and penalties on insider trading and share price manipulation, the Egyptiansecurities market is not as highly regulated or supervised as more established securities markets such asthose in the United States and certain Western European countries. Moreover, many provisions of Egypt’ssecurities laws have not yet received judicial or regulatory interpretation or review and are therefore lessdeveloped than comparable provisions of laws of certain other countries. For a description of certainmatters relating to ownership of Ordinary Shares, see ‘‘Description of Share Capital and Applicable EgyptianLaw’’ below.

Risks Relating to the Shares

The EGX is smaller and less liquid than other major exchanges and may be more volatile, which may adverselyaffect investors’ ability to trade the Ordinary Shares and the price at which trades may occur.

Currently, there is no public market for the Ordinary Shares and there can be no assurance that an activetrading market for the Ordinary Shares will develop or be sustained after the Combined Offering. The onlytrading market for the Ordinary Shares will be the EGX, and the Company has no plans in the near futureto seek a listing on any other stock exchange. The EGX is considerably smaller and consequently lessliquid than more developed securities markets, including, for example, those in the United States or theUnited Kingdom. As of 31 March 2015, the total market capitalisation of all the companies listed on theEGX was approximately EGP 497.8 billion and a disproportionately large percentage of the marketcapitalisation and trading volume of the EGX is represented by a small number of listed companies. As of31 March 2015, the shares of 219 companies were traded on the EGX and the combined marketcapitalisation of the 10 companies with the greatest market capitalisations was approximately 50.1% of themarket capitalisation of all companies trading on the EGX. As of 31 March 2015, the combined marketcapitalisation of the 10 companies with the greatest market capitalisations on the EGX was approximatelyEGP 249.5 billion. The average daily trading value in the shares of the 10 most traded companies on theEGX was approximately EGP 405.0 million during 2014, which represented approximately 51.3% of theaverage daily trading value of all stocks traded on the EGX in 2014, which was EGP 788.9 million.

The EGX is also a volatile market, which is illustrated by EGX30 index figures that have ranged between3586.6 and 9811.4 from 1 January 2011 to 31 December 2014. Trading on the EGX has traditionally beencharacterised by a high degree of short-term speculative trading, which is at least partially attributable tothe relatively underdeveloped institutional investor base and the dominant retail activity in Egypt and therelatively small size of the retail investor base. Furthermore, trading on the EGX was suspended from27 January 2011 to 22 March 2011 and there can be no assurance that a suspension will not happen againin the future. The EGX30 Index’s market capitalisation was EGP 216.0 billion as of 31 March 2015 and

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EGP 215.2 billion as of 31 December 2014, EGP 155.5 billion as of 31 December 2013 and EGP117.9 billion as of 31 December 2012, respectively.

The market value of the Ordinary Shares may also be subject to significant fluctuation, which may notnecessarily be related to the Company’s financial performance. The relatively small size and low liquidityof the EGX in general and the limited public market for the shares in particular may impair the ability ofholders of the Institutional Offering Shares to sell them in the amount and at the price and time the holdermay wish to do so, and may increase the volatility of the price of the Ordinary Shares. Please see ‘‘SecuritiesMarket Information—Egyptian Securities Market’’.

Although the EGX has a book-entry system for trading dematerialised shares, settlement procedures inEgypt remain less developed and reliable than those in more established securities markets. Accordingly,while the official settlement period for trades effected on the EGX is up to two business days, settlementdelays and administrative problems do occur.

Sales of substantial numbers of the Ordinary Shares in the public markets following the Combined Offering couldhave an adverse effect on the market for, and the prices of, the Ordinary Shares.

Emaar Misr and the Principal Shareholder, which, after completion of the Combined Offering andassuming all Public Offering Shares are offered and sold in the Egyptian Public Offering, will own 87.01%of the Ordinary Shares, have agreed that, without the prior written consent of the Managers, they will notissue (in respect of the Company), offer, pledge, sell, contract to sell or otherwise dispose of any OrdinaryShares or securities convertible into Ordinary Shares for a period of 180 days from the date of theUnderwriting Agreement, subject to certain exceptions. In accordance with the EGX Listing Rules, thePrincipal Shareholder is also subject to a lock-up requirement which requires it to maintain at least 51%(as measured prior to the Combined Offering) of its Ordinary Shares in Emaar Misr for a period of twoyears following the commencement of trading of the Ordinary Shares on the EGX. See ‘‘Plan ofDistribution—Lock-up Arrangements’’.

Despite these lock-up restrictions on the Principal Shareholder and Emaar Misr, sales of substantialnumbers of Ordinary Shares in the public market following the Combined Offering by the PrincipalShareholder or Emaar Misr, or the perception that such sales may occur, could have a material adverseeffect on the market for and the prices of the Ordinary Shares.

The market price of the Ordinary Shares may fluctuate significantly.

The market price of the Ordinary Shares may be volatile and subject to wider fluctuations as a result of avariety of factors, including but not limited to those referred to in the risk factors described in this OfferingMemorandum as well as period-to-period variations in operating results or changes in its sales or profitestimates, industry participants or financial analysts. The market price could also be affected bydevelopments unrelated to the operating performance of Emaar Misr, such as the operating and shareprice performance of other companies that investors may consider comparable to Emaar Misr, speculationabout Emaar Misr in the media or the investment community, strategic actions by competitors, such asacquisitions and restructurings and changes in market conditions and regulatory requirements.

Emaar Misr may not pay dividends to its shareholders or declare dividends in the future.

Publicly listed companies in Egypt are required to distribute dividends in accordance with the law, theirconstitutional documents and the dividend policies adopted by their shareholders. Subject to mandatorylegal requirements relating to legal reserves and employee profit sharing, publicly listed companies may, intheir discretion, distribute dividends to their shareholders out of retained earnings or realised profits in theform of cash and/or bonus shares, or retain the realised profits. Emaar Misr has not distributed anydividends in the past and there can be no assurance that holders of the Ordinary Shares will receivedividends in the future. Emaar Misr’s ability to pay dividends is contingent on achieving adequate profits,levels of retained earnings and the timing and amount of any future dividend payments will depend on itsexisting and future financial condition, results of operations, liquidity needs, any restrictions on payment ofdividends in its financing agreements and other matters that Emaar Misr may consider relevant from timeto time, including, without limitation, capital expenditures, financial performance and equity marketconditions. After the Combined Offering, the Principal Shareholder will control the outcome of anyshareholder vote regarding dividends. For further details about Emaar Misr’s dividend policy, see‘‘Dividend Policy’’. Even if Emaar Misr generates significant profits, it may not pay dividends if the Boardof Directors believes that shareholder value may be increased more effectively by using the profit for otherpurposes, for example through re-investment or in acquisitions.

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Shareholders may have limited recourse against Emaar Misr’s assets and its Board of Directors and members ofmanagement.

Emaar Misr’s presence outside the United States and the United Kingdom may limit the legal recourse ofshareholders against Emaar Misr and its Board of Directors and executive officers. Emaar Misr isincorporated under the laws of Egypt and all of the members of its Board of Directors and executiveofficers reside in the United Arab Emirates or Egypt. All of Emaar Misr’s assets and a substantial portionof the assets of the members of the Board of Directors and executive officers are located outside theUnited States and the United Kingdom, principally in Egypt and the United Arab Emirates. As a result,investors may not be able to serve process within the United States and the United Kingdom on EmaarMisr, members of its Board of Directors and executive officers or to enforce United States and UnitedKingdom court judgments obtained against Emaar Misr, Board of Directors and executive officers injurisdictions outside the United States and the United Kingdom. See ‘‘Enforcement of Arbitral Decisionsand Civil Liabilities’’.

Shareholders in the United States may be unable to participate in future rights offerings.

If Emaar Misr were to grant rights to participate in future equity offerings to its shareholders, U.S. holdersmay not be entitled to exercise these rights unless the rights and related securities are registered under theSecurities Act or an exemption from the registration requirements of the Securities Act is available. EmaarMisr intends to evaluate, at the time of any rights offering, the costs and potential liabilities associated withregistering the rights and related securities or qualifying for an exemption under the Securities Act as wellas the indirect benefits to it of enabling its U.S. holders to exercise such rights, and any other factors thatEmaar Misr considers appropriate at the time, prior to making a decision whether to register such rights orqualify for an exemption. No assurance can be given that Emaar Misr will choose to register any such rightsand related securities or that an exemption from the registration requirements of the Securities Act will beavailable to enable such U.S. holders to exercise such rights or, if available, that it will utilise any suchexemption. For a description of pre-emptive rights relating to Emaar Misr’s share capital, see ‘‘Descriptionof Share Capital and Applicable Egyptian Law’’.

The issue of additional Ordinary Shares may dilute all other shareholdings.

Future issuances of Ordinary Shares or other securities may dilute the holdings of shareholders and couldmaterially and adversely affect the price of the Ordinary Shares. Emaar Misr may issue additional equity orsecurities convertible into the Ordinary Shares through directed offerings without pre-emptive rights forexisting holders in connection with future acquisitions, any share incentive or share option plan orotherwise. Any such additional offering could reduce the proportionate ownership and voting interests ofholders of Ordinary Shares as well as the earnings per share.

Egypt’s tax legislation may continue to change.

Recently, there have been a number of changes to the tax legislation in Egypt. The changes with mostrelevance to the holders of the Ordinary Shares are those concerning the new tax on cash dividenddistributions (dividends in the form of bonus shares are exempt from taxes) and the new capital gains taxon profits realised by trading listed securities. See the ‘‘Taxation—Certain Egyptian Tax Considerations’’.There can be no assurance that no further changes to tax legislation may be introduced, and no certainty asto the effects of future legislation on holders of Ordinary Shares.

Emaar Misr may be classified as a passive foreign investment company (‘‘PFIC’’), which could result in adverseU.S. federal income tax consequences to U.S. Holders of the Ordinary Shares.

The Company does not believe that it was classified as a PFIC for U.S. federal income tax purposes for itsmost recent taxable year ending 31 December 2014, and based on the nature of the Company’s business,the projected composition of the Company’s income and the projected composition and estimated fairmarket values of the Company’s assets, the Company does not expect to be a PFIC for U.S. federal incometax purposes for the foreseeable future. However, the determination of whether the Company is a PFIC ismade annually, after the close of the relevant taxable year. Therefore, it is possible that the Companycould be classified as a PFIC for the 2015 taxable year or in future years due to changes in the nature of theCompany’s business, composition of its assets or income, as well as changes in its market capitalisation. Ifthe Company were a PFIC for any taxable year during which a U.S. Holder (as defined in ‘‘Taxation—Certain United States Federal Income Tax Considerations’’) holds Ordinary Shares, certain adverse U.S.federal income tax consequences could apply to such U.S. Holder. See ‘‘Taxation—Certain United StatesFederal Income Tax Considerations—Passive Foreign Investment Company Considerations’’.

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USE OF PROCEEDS

The net proceeds from the sale of the New Shares in the Combined Offering (assuming all Public OfferingShares are offered and sold in the Egyptian Public Offering) are expected to amount to approximatelyEGP 2,180,000,000 (US$285.6 million), after deducting underwriting commissions, discretionary fees andexpected expenses of approximately EGP 100,000,000 (US$13.1 million) attributed to the CombinedOffering, and assuming no Ordinary Shares are purchased during the Stabilisation Period using theStabilisation Fund. All expenses of the Combined Offering will be borne by the Company.

The Company intends to use the net proceeds from the Combined Offering to partially fund existing andfuture developments of its projects and selectively expand its land bank. This includes primarily thefollowing:

• Approximately 70% of the net proceeds raised in the Combined Offering are planned to be used tofund in part the near-term investment and capital expenditure in relation to the non-residentialcomponents of the Company’s projects under development (including primarily Emaar Square inProject Uptown Cairo, in addition to Mivida Downtown in Project Mivida and the marina and hotelsin Project Marassi);

• Approximately 15% of the net proceeds are planned to be used to fund the pre-launch expendituresand costs in relation to the development of Cairo Gate; and

• Approximately 15% of the net proceeds raised in the Combined Offering are planned to be used togrow the Company’s land bank, through potential acquisitions of select land plots, with a focus solelyon opportunities that are expected to achieve a target levered investment rate of return of 16% and anachievable minimum gross margin of 25%.

To the extent that the net proceeds are not applied to the above purposes fully or partially, the Companyintends to deposit such amounts into short-term deposits and may re-allocate that funding to other existingprojects or new projects, and will make any related required disclosure.

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DIVIDEND POLICY

Dividend Policy

The Company may pay dividends only as permitted by law and subject to consideration of its investmentrequirements, financial condition, including its level of indebtedness and liquidity requirements, and itsresults of operations. See ‘‘—Payment of Dividends and Legal Reserve’’. The Board of Directors expects tomaintain a flexible dividend policy with a view to balance between growth opportunities and availability offunds for dividend distribution. The Board of Directors currently expects that in the next few years,reinvestment of cash surpluses in the business might be considered to have a better impact on long-termshareholder value than their distribution as dividends.

There can be no assurance that any dividends will be paid in the future or as to the level of any suchdividends. Because the year ended 31 December 2013 was the first year in which Emaar Misr made aprofit, there is no meaningful information available to show the Company’s historical dividend policy. Thedeclaration, amount and payment of dividends is determined, subject to the limitations set forth above, byan absolute majority vote of the shareholders represented at an ordinary general meeting (‘‘OrdinaryGeneral Meeting’’) of the Company, generally, but not necessarily, on the recommendation of the Board ofDirectors. Future dividends will depend on the Company’s results of operations, financial position,dividends received from its subsidiaries and affiliates, cash requirements, legal reserve and minimumcapital requirements, future prospects and other factors deemed relevant by the Board of Directors andthe shareholders. Currently, the Company does not plan to pay dividends in the near-term but mayconsider adopting a dividend policy in the future that would aim to provide investors with a dividendwithout compromising the Company’s growth strategy. After the Combined Offering, the PrincipalShareholder will control the outcome of any shareholder vote regarding dividends. See ‘‘Risk Factors—Risks Relating to Emaar Misr’s Business and Industry—The Principal Shareholder may take actions that arenot in line with, or may conflict with, its public shareholders’ best interests’’.

Payment of Dividends and Legal Reserve

The Company has not paid any dividends since its formation.

The after-tax earnings of the Company, after deducting all general expenses and other expenses in eachfiscal year for the Company, as increased or reduced, as the case may be, by any profit or loss of theCompany carried forward from prior years, is available for distribution in accordance with therequirements of Egyptian law and the Company’s statutes (the ‘‘Statutes’’), pursuant to a shareholders’resolution in an Ordinary General Meeting.

1. The Company is required to establish and maintain a legal reserve (the ‘‘Legal Reserve’’) to which anamount equal to 5% of the after-tax earnings must be allocated each year unless the legal reserve isequivalent to 50% or more of the issued capital of Emaar Misr. As of 31 March 2015, the balance of theCompany’s Legal Reserve was EGP 21,145,120, representing 0.5% of the Company’s issued share capitalas of such date.

2. After funding the Legal Reserve, if required as described above, the balance of the after-tax earnings(the ‘‘Distributable Profits’’) may be distributed in the following order of priority:

• The Company is legally required to distribute to its employees an amount equal to a minimum of10% of the Distributable Profits but not exceeding the aggregate annual salaries of its employees,to be distributed as recommended by the Board of Directors and approved by the OrdinaryGeneral Meeting.

• An initial profit share of an amount equal to a minimum of 5% of the Distributable Profits to bedistributed to the shareholders, to be calculated on the basis of the paid in percentage of theirOrdinary Shares.

• An amount equal to 10% of the remaining Distributable Profits to be allocated to members ofthe Board of Directors as remuneration.

• The balance of the Distributable Profits, if any, may be (i) paid to the shareholders as additionaldividends, (ii) carried forward to the following year as retained earnings upon the proposal of theBoard of Directors or (iii) allocated to an extraordinary depreciation fund to be used asdetermined by resolution of the shareholders at an Ordinary General Meeting, on therecommendation of the Board of Directors.

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• In all cases, the shareholders may decide at an Ordinary General Meeting to distribute all or partof the profits disclosed by the periodic financial statements prepared by the Company to beaccompanied by a report from the Company’s auditor.

Payment of dividends is made to the shareholder, based on the shareholders’ ledger or a statement ofaccount from a registered bookkeeper, if the Ordinary Shares are deposited with the MCDR.

The Statutes provide that dividends are paid annually based on the generated net profits according to theCompany’s financial statements. Subject to the Ordinary General Meeting approval and Egyptian lawrequirements, the Company must convene an Ordinary General Meeting no later than three months afterthe end of the fiscal year to review the audited financial statements and determine dividends, if any, to bedistributed. Dividends declared by resolution of the shareholders at an Ordinary General Meeting must bedistributed within one month from the date of the Ordinary General Meeting. Dividends are payable tothe shareholders of record whose names are recorded in the shareholders’ ledger, or the MCDR records ifthe Company’s Ordinary Shares are deposited with the MCDR.

In kind (bonus shares) dividends paid with respect to the shares are not currently subject to Egyptianincome or withholding taxes under the new amendments of the Egyptian income tax law that was issued inJune 2014. See ‘‘Taxation—Certain Egyptian Tax Considerations’’. The Company does not assumeresponsibility for any withholding taxes on dividends.

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EXCHANGE RATE INFORMATION

The Egyptian pound, the official currency of Egypt, is the functional currency of the Company. As of thedate of this Offering Memorandum, all of the Company’s assets and operations are located in Egypt. Thetable below sets forth for the periods and dates indicated certain information concerning the exchange ratefor the Egyptian pound against the U.S. dollar. All references to ‘‘Exchange Rate’’ mean the actual marketrate from the Central Bank of Egypt (the ‘‘CBE’’), as quoted by Bloomberg, for any given day of the yearduring which banks were open for business in Egypt.

Year Low High Average Period end

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.416 5.808 5.635 5.8052011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.792 6.032 5.945 6.0322012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.027 6.364 6.071 6.3642013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.370 7.029 6.875 6.9482014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.954 7.159 7.085 7.153Month Low High Average Period end

January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.141 7.593 7.269 7.590February 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.577 7.634 7.592 7.631March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.530 7.638 7.602 7.634April 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.578 7.632 7.599 7.624May 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.578 7.639 7.617 7.624June 2015 (through 16 June 2015) . . . . . . . . . . . . . . . . . . . . . . . . 7.626 7.634 7.629 7.629

On 16 June 2015, the latest practicable date prior to the date of this Offering Memorandum, the ExchangeRate was EGP 7.629 = US$ 1.00. The CBE publishes the Exchange Rate in accordance with the supplyand demand in the foreign exchange market and principles set by a decree of the Prime Minster upon therecommendation of the CBE board of directors. Such rules have consistently aimed to stabilise the value ofthe EGP and avoid sharp fluctuations in the Exchange Rate.

Pursuant to Egypt’s Banking and Money Law No. 88 of 2003, the CBE, registered banks, and otherauthorised foreign exchange dealers are free to determine the applicable exchange rate for the EGPagainst foreign currency. Pursuant to the CBE’s internal circulars, the applicable exchange rate isdetermined according to the rules and principles of the foreign exchange market provided it does notexceed a band of 4 piasters (1/100th of one Egyptian pound) above the CBE Exchange Rate. Recently, theCBE announced implementation of a new U.S. dollar auctions mechanism to stabilise the exchange marketand to obtain the best value for U.S. dollar reserves. Currently no restrictions on remittances apply tosecurities listed on the EGX which are purchased by foreign investors and funds and remittances are madethrough the CBE mechanism (subject to the applicable CBE directives).

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CAPITALISATION

The following table sets forth the bank balances and cash, the current and non-current portions of certainlong-term debt, shareholders’ equity and capitalisation of the Company (i) as of 31 March 2015 and (ii) onan as adjusted basis to give effect to the sale of 600,000,000 New Shares in the Combined Offering(assuming all Public Offering Shares are sold in the Egyptian Public Offering) at the Offer Price afterdeducting underwriting commissions, discretionary fees and expected expenses relating to the CombinedOffering in the amount of EGP 100,000,000. As of 31 March 2015, the Company paid EGP 3,929,027 ofthe total expected expenses relating to the Combined Offering. The ‘‘As Adjusted’’ column below assumesthat no Ordinary Shares are purchased during the Stabilisation Period using the Stabilisation Fund and,accordingly, no Ordinary Shares are remitted to the Company at the end of the Stabilisation Period. Thistable should be read in conjunction with ‘‘Selected Financial Information’’, ‘‘Operating and FinancialReview’’, ‘‘Stabilisation’’, ‘‘Use of Proceeds’’ and the Financial Statements, including the notes thereto,included elsewhere in this Offering Memorandum.

As of 31 March 2015 As Adjusted

EGP US$(1) EGP US$(1)

Current portion of interest-bearing loansand borrowings . . . . . . . . . . . . . . . . . . 611,530,032 80,106,108 611,530,032 80,106,108

Current portion of land purchaseliabilities . . . . . . . . . . . . . . . . . . . . . . . 301,363,930 39,476,543 301,363,930 39,476,543

Total . . . . . . . . . . . . . . . . . . . . . . . . . 912,893,962 119,582,652 912,893,962 119,582,652Interest-bearing loans and borrowings

(excluding current portion) . . . . . . . . . — — — —Land purchase liabilities (excluding

current portion) . . . . . . . . . . . . . . . . . 525,812,458 68,877,713 525,812,458 68,877,713

Total . . . . . . . . . . . . . . . . . . . . . . . . . 1,438,706,420 188,460,364 1,438,706,420 188,460,364

Share capital . . . . . . . . . . . . . . . . . . . . . 4,019,338,000 526,504,847 4,619,338,000 605,100,603Share premium . . . . . . . . . . . . . . . . . . . . — — 1,580,000,000 206,968,824Legal reserve . . . . . . . . . . . . . . . . . . . . . 21,145,120 2,769,861 21,145,120 2,769,861Retained earnings . . . . . . . . . . . . . . . . . . 160,485,144 21,022,419 160,485,144 21,022,419

Shareholder’s equity . . . . . . . . . . . . . . 4,200,968,264 550,297,127 6,380,968,264 835,861,706

TOTAL CAPITALISATION . . . . . . . . . . . 5,639,674,684 738,757,491 7,819,674,684 1,024,322,070

BANK BALANCES AND CASH . . . . . . . 1,113,328,630 145,838,175 3,297,257,657 431,917,430

Note:

(1) Translated into US$ at an Exchange Rate of EGP 7.634 = US$ 1.00 (being the Exchange Rate in effect as of 31 March 2015)for convenience.

There has been no material change in the Company’s capitalisation and indebtedness since 31 March 2015other than as reflected in the ‘‘As Adjusted’’ column above and as disclosed in this Offering Memorandum.

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SELECTED FINANCIAL INFORMATION

The following selected financial information as of and for the three months ended 31 March 2015 and 2014has been extracted from the Interim Financial Statements, and the financial information as of and for theyears ended 31 December 2014, 2013 and 2012 has been extracted from the Annual Financial Statements.The selected financial information is qualified by, and should be read in conjunction with, the sectionentitled ‘‘Operating and Financial Review’’ and the Financial Statements, including the notes thereto,appearing elsewhere in this Offering Memorandum. This financial information is historical and notnecessarily indicative of results to be expected in any future period. In addition, the Company’s results forthe three months ended 31 March 2015 are not necessarily indicative of results to be expected for the fullyear.

Summary Statement of Profit or Loss and Other Comprehensive Income


2015 2014 2014 2013 2012

EGP US$(1) EGP EGP US$(1) EGP EGPRevenue . . . . . . . . . . . . . . . . . . 751,457,041 98,435,557 357,675,325 2,603,926,691 341,095,977 1,188,328,131 756,968,701Cost of revenue . . . . . . . . . . . . . . (526,349,414) (68,948,050) (233,479,833) (1,826,867,902) (239,306,773) (777,782,195) (543,918,072)Gross profit . . . . . . . . . . . . . . . . 225,107,627 29,487,507 124,195,492 777,058,789 101,789,205 410,545,936 213,050,629

Selling, general and administrativeexpenses . . . . . . . . . . . . . . . . . (86,138,235) (11,283,449) (52,947,905) (325,819,863) (42,680,097) (284,965,694) (204,380,360)

Finance income . . . . . . . . . . . . . . 17,428,943 2,283,068 2,504,757 29,946,133 3,922,732 3,698,614 2,024,187Finance costs . . . . . . . . . . . . . . . (1,729,235) (226,518) (21,434,044) (111,908,022) (14,659,159) (209,990,965) (113,515,995)Other expenses . . . . . . . . . . . . . . (6,478,785) (848,675) (6,011,461) (3,500,837) (458,585) (6,949,477) (5,537,734)Other income . . . . . . . . . . . . . . . 12,800,101 1,676,723 5,789,564 35,294,227 4,623,294 27,320,069 9,627,715Provisions no longer required . . . . . 1,760,489 230,612 — — — — —Provisions . . . . . . . . . . . . . . . . . (157,156) (20,586) — (3,538,485) (463,517) — —Profit/(loss) before tax . . . . . . . . . . 162,593,749 21,298,631 52,096,403 397,531,942 52,073,872 (60,341,517) (98,731,558)

Income tax . . . . . . . . . . . . . . . . . (1,166,996) (152,868) (18,481,238) 26,515,980 3,473,406 69,808,354 —

Profit/(loss) for the period/year . . . . 161,426,753 21,145,763 33,615,165 424,047,922 55,547,278 9,466,837 (98,731,558)

Notes:

(1) Translated into US$ at an Exchange Rate of EGP 7.634 = US$ 1.00 (being the Exchange Rate in effect as of 31 March 2015) forconvenience.

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Summary Statement of Financial Position

As of 31 March As of 31 December

2015 2014 2013 2012

EGP US$(1) EGP US$(1) EGP EGPASSETSNon-current assets . . . . . . . . . . . . . . . . 762,974,761 99,944,297 767,296,094 100,510,361 651,358,196 535,709,173Current assets . . . . . . . . . . . . . . . . . . 12,728,040,181 1,667,283,230 12,326,966,819 1,614,745,457 10,791,342,932 9,559,201,268

TOTAL ASSETS . . . . . . . . . . . . . . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441

EQUITY AND LIABILITIESEquityShare capital . . . . . . . . . . . . . . . . . . . 4,019,338,000 526,504,847 878,338,000 115,056,065 878,338,000 699,269,000Amounts paid under capital increase . . . . . — — 3,141,000,000 411,448,782 119,544,000 179,069,000Legal reserve . . . . . . . . . . . . . . . . . . . 21,145,120 2,769,861 247,803 32,460 196,491 196,491Retained earnings/(accumulated losses) . . . 160,485,144 21,022,419 19,955,708 2,614,057 (404,040,902) (413,507,739)

TOTAL EQUITY . . . . . . . . . . . . . . . . . 4,200,968,264 550,297,127 4,039,541,511 529,151,364 594,037,589 465,026,752

LiabilitiesInterest-bearing loans and borrowings . . . . — — 475,020 62,224 171,290,093 231,977,713Land purchase liabilities . . . . . . . . . . . . 525,812,458 68,877,713 635,340,594 83,225,124 574,511,035 360,745,187Provision for employees’ end-of-service

benefits . . . . . . . . . . . . . . . . . . . . . 12,837,160 1,681,577 8,852,688 1,159,640 6,768,775 7,409,228Non-current liabilities . . . . . . . . . . . . . . 538,649,618 70,559,290 644,668,302 84,446,987 752,569,903 600,132,128Current liabilities . . . . . . . . . . . . . . . . 8,751,397,060 1,146,371,111 8,410,053,100 1,101,657,467 10,096,093,636 9,029,751,561

TOTAL LIABILITIES . . . . . . . . . . . . . . 9,290,046,678 1,216,930,401 9,054,721,402 1,186,104,454 10,848,663,539 9,629,883,689

TOTAL LIABILITIES AND EQUITY . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441

Notes:


Summary Statement of Cash Flows


2015 2014 2014 2013 2012

EGP US$(1) EGP EGP US$(1) EGP EGPNet cash from/(used in) operating

activities . . . . . . . . . . . . . . . . . . 468,712,974 61,398,084 205,843,139 1,083,396,675 141,917,301 (303,041,678) (610,162,821)Thereof working capital changes . . . 303,897,007 39,808,358 118,023,442 481,246,469 63,039,883 (501,610,447) (673,663,031)

Net cash (used in) investing activities . . (1,127,109) (147,643) (27,840,615) (40,168,397) (5,261,776) (84,791,516) (72,980,164)Net cash from/(used in) financing

activities . . . . . . . . . . . . . . . . . . (202,734,954) (26,556,845) (123,495,715) (376,935,042) (49,375,824) 477,004,030 672,274,616

Cash and cash equivalent at the end ofthe period/year . . . . . . . . . . . . . . 1,113,328,630 145,838,175 232,346,221 844,974,315 110,685,658 177,707,978 85,552,567

Notes:


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OPERATING AND FINANCIAL REVIEW

The following discussion and analysis should be read in conjunction with the Financial Statements, includingthe notes thereto, included elsewhere in this Offering Memorandum, the Selected Financial Information and theinformation relating to Emaar Misr’s business in the sections titled ‘‘Description of Emaar Misr’’ and ‘‘RiskFactors’’, and other information about Emaar Misr included elsewhere in this Offering Memorandum. Thisdiscussion and analysis contains forward-looking statements that involve risks and uncertainties. Emaar Misr’sactual results could differ materially from those anticipated in these forward-looking statements as a result ofcertain factors including, but not limited to, those discussed in ‘‘Risk Factors’’ and in ‘‘Forward-LookingStatements’’.

Overview



• Project Uptown Cairo is a 4.5 million square metre project under development designed to be amixed-use development in Central Cairo situated at the highest point in the city, built 200 metresabove sea level with easy accessibility from East, West and Central Cairo. Project Uptown Cairo hasthe potential to become a new iconic city centre in Cairo. The project has been designed by world-class architects and designers and is expected to be the first gated, integrated community project inCentral Cairo offering a wide range of amenities, including world-class shopping centres, businesspark, hotels, spa, an 18-hole golf course and club house. Project Uptown Cairo will be home to EmaarMisr’s flagship development, Emaar Square, a world-class shopping, residential, leisure andentertainment complex comprising an open-air retail mall and office space designed to attract globalbrands and leading local and international companies, a five star and a five-plus-star hotel, includingthe first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art entertainment and leisurecentre.



• Cairo Gate is a plot of land of approximately 0.6 million square metres in 6th of October City with awith frontage of the Cairo—Alexandria Desert highway, an area with limited land offerings, whichmakes Cairo Gate a strong value proposition.

As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number ofresidential units delivered amounted to 4,676 and 1,850 (including serviced and branded apartments),respectively. Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion

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compared to EGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014amounted to EGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013, which in turn wasan increase of 27% compared to EGP 3.3 billion in 2012. Emaar Misr’s total revenue amounted toEGP 751.5 million for the three months ended 31 March 2015, EGP 2.6 billion for the year ended31 December 2014, EGP 1.2 billion for the year ended 31 December 2013 and EGP 0.8 billion for the yearended 31 December 2012.


Factors Affecting Results of Operations

Political, Social and Economic Environment

All of Emaar Misr’s projects and properties are located in Egypt. Consequently, broader political, socialand economic trends in Egypt have considerable influence on the Egyptian real estate market as a whole,and accordingly, on Emaar Misr’s results of operations. The real estate industry is particularly sensitive tosuch trends, as demand for housing is closely related to GDP per capita levels, while housing developmentcosts are affected by inflation and borrowing costs.

The following table sets forth certain macroeconomic and demographic data for Egypt for the periodsindicated below:

2014 2013 2012 2011 2010

Population (millions)(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.8 84.6 82.3 80.5 78.7GDP (EGP billions) at current prices(2) . . . . . . . . . . . . . . . . . . 1,998 1,753 1,576 1,371 1,207Real GDP growth (increase from the previous year)(2)(3) . . . . . . 2.2% 2.1% 2.2% 1.8% 5.1%Real per capita GDP growth (increase from the previous year)(2) 0.4% 0.4% 0.5% 0.1% 3.4%Period average inflation(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1% 9.5% 7.8% 9.3% 11.1%

Source:

(1) Source: CAPMAS, January 2015.

(2) Information provided is as of June for the given year.

(3) Source: Economist Intelligence Unit, February 2015.

Development Costs

Development costs constitute a significant portion of Emaar Misr’s operating costs. Development costsinclude purchase price for land, infrastructure costs, contractors’ fees and expenses and costs ofconstruction materials, master planners, project managers, financing costs and other consultants anddesigner costs. In particular, Emaar Misr does not maintain an in-house construction team and relies onthird-party contractors to undertake all construction works. Under the terms of the contracts with third-party contractors, Emaar Misr is required to make contractual payments, some of which are subject toinflation and foreign currency related adjustments above certain amounts for costs relating to cement, steeland energy. As such, these costs are particularly sensitive to factors affecting the macro-economicenvironment of Egypt, such as the rate of inflation and GDP, and movements in foreign exchange rates.Development costs increased between 2012 and 2015, primarily as a consequence of increases inconstruction and real estate activity in Egypt and corresponding increases in the cost of land andconstruction materials. The total development costs amounted to EGP 0.4 billion in the three monthsended 31 March 2015, EGP 1.5 billion in the year ended 31 December 2014, EGP 0.7 billion in the yearended 31 December 2013 and EGP 0.4 billion in the year ended 31 December 2012. The total amount ofinvestments as of 31 March 2015 amounted to EGP 13.4 billion.

To the extent that Emaar Misr has experienced increases in development costs, Management has mitigatedin the past, and intends to continue to mitigate in the future, such increases through a number of actions,including hiring professional surveyors and pricing consultants to better reflect construction cost in thefeasibility study, incorporating a minimum of 5% contingency buffer above the estimated construction costfor any unforeseen costs, reviewing annually the total infrastructure cost (indirect cost) at different stages

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of a project to ensure proper cost allocation, reviewing and increasing prices on a monthly basis to ensureunits are sold at market rates, phasing launches of a relatively small number of units to allow for priceadjustments based on market demand in subsequent launches as various amenities are completed overtime, shortening the time between launch of a project and the award of construction contracts to mitigateprice escalation in the construction market and using a majority of lump sum contracts that only allow forprice fluctuation of a limited number of items.

Revenue Recognition

Emaar Misr determines whether a property is classified as investment property or development property.Development properties comprise properties that are held for sale in the ordinary course of business.Principally, these are residential properties that Emaar Misr develops and intends to sell before or oncompletion of construction. Investment properties comprise buildings that are not occupied substantiallyfor use by, or in the operations of Emaar Misr, nor for sale in the ordinary course of business, but are heldprimarily to earn rental income and capital appreciation. These buildings comprise commercial, retail andhospitality properties rented to tenants and not intended to be sold in the ordinary course of business.

Residential properties. Emaar Misr’s revenue recognition policy has a significant impact on its results ofoperations. All contracts with customers relating to the residential properties are classified as contracts forthe sale of completed properties. In line with IFRS, Emaar Misr follows the delivery for sold residentialproperties in accordance with IAS 18 Revenue and International Financial Reporting InterpretationsCommittee 15 Agreements for the Construction of Real Estate, which require capitalisation of expenditure inthe development properties account until the delivery of the units. After completion of the unit, at thepoint in time when Emaar Misr transfers the risks and rewards of ownership of the property in its entiretyto the customer, revenue and the associated costs are recognised by delivery in accordance with IAS 18Revenue and International Financial Reporting Interpretations Committee 15. Hence, the point ofrecognition where operating revenue is realised and settled with operating costs related to the unit sold isthe time at which the contracts are exchanged and the buyer takes possession of the property. Inconditional exchanges, revenue is recognised when all significant conditions are satisfied and at the fairvalue of the consideration received or receivable, taking into consideration defined terms of payment andexcluding taxes or duty. Therefore, revenue recognised on the statement of profit or loss for any given yeardoes not reflect the contractual sales entered into during that year but is rather related to completed anddelivered units sold. Sale discounts granted to purchasers of units are netted against sales revenue whensales revenues are recognised in the statement of profit or loss. Discounting of future receivables in respectof units is netted against revenue recognised for such delivered units.

Revenue recognition in Project Uptown Cairo started in 2012, and the majority of the delivered units areattributed to the Platinum Launch event in 2006, in which Emaar Misr was contractually committed to saleprices ranging from EGP 4500 to EGP 5000 per unit in certain villages. The prices were based onassumptions made by the Principal Shareholder’s former joint venture partner and are different fromEmaar Misr’s current standards. After the full acquisition, Emaar Misr respected the commitments withthe customers. Future expected losses were recognised in the year ended 31 December 2014 in accordancewith applicable accounting standards.

Commercial, retail and hospitality properties. Emaar Misr does not yet realise material levels of revenuefrom leasing of commercial, retail and hospitality properties. Rental income from investment properties isrecognised, net of any discounts to tenants, in accordance with the terms of the lease contracts over thelease term on a straight-line basis. Revenue from hotel accommodation, food and beverages and otherrelated services is recognised, net of discount and municipality fees, at the point at which the services arerendered, and is included in the other income line item of Emaar Misr’s statement of profit or loss.

Interest income. Emaar Misr receives interest income on financial assets which comprise bank balances,cash and accounts receivable. Interest income is recognised as interest accrues using the effective interestmethod under which the rate used discounts estimated future cash receipts through the expected life of thefinancial asset to the net carrying amount of the financial asset.

For a discussion of new IFRS accounting standards relating to revenue recognition that will apply toEmaar Misr in the future, see ‘‘—Future Accounting Changes’’.

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Cost of Revenue Recognition

Emaar Misr’s recognition of cost of revenue significantly impacts its results of operations. Cost of revenuerelating to a real estate property that is sold includes costs that are related directly to the specific contractof the unit sold and delivered (such as the cost of land purchased and the costs of construction andconstruction inputs) as well as indirect costs that are attributable to the activity in general and can beallocated to the unit sold and delivered (such as infrastructure costs).

These costs are allocated as direct and indirect costs. Direct costs are land and development costs relatedand allocable directly to a unit or group of units. Indirect costs are land and development costs relating tocommon areas, facilities or services in respect of a development project or a phase thereof. Direct andindirect costs are recognised at the time a unit is delivered, which is also when revenues are recognised.

Upon recognition of revenue when a unit is delivered, an allocable portion of indirect costs is recognised atthat time for a development project or phase thereof, which takes into account total estimated indirectcosts for the development project or phase thereof and the state of completion at the time the unit isdelivered.

Investment Properties

Investment properties are measured at cost less accumulated depreciation and any accumulatedimpairment in value. Management determines the estimated useful lives of its investment properties forcalculating depreciation. This estimate is determined after considering the expected usage of the asset orphysical wear and tear. Management periodically reviews estimated useful lives and the depreciationmethod to ensure that the method and period of depreciation are consistent with the expected pattern ofeconomic benefits from these assets. Depreciation is calculated on a straight-line basis over the estimateduseful life (20 years). No depreciation is charged on land and capital work-in-progress.

Contract Sales and Delivery Schedules

The timing of recognition of revenue by Emaar Misr is directly linked to the delivery of units. Therefore,the level of units delivered in any given period affects revenue recorded on the statement of profit or lossduring that period. Historically, substantially all contract sales have resulted in recognised revenue whenthe units are delivered, which during the years 2014, 2013 and 2012 occurred approximately three to fouryears after the date of the sales contract. See ‘‘—Revenue Recognition’’ and ‘‘—Cost of RevenueRecognition’’. While the construction of the projects continued as planned, during the political instability inEgypt between 2011 and 2013 and due to general market conditions beyond Emaar Misr’s control, EmaarMisr experienced delays in the delivery of residential units during that period that resulted in extension ofdelivery times under the sales contracts as part of customer retention programs. Thereafter, the timing ofdelivery improved significantly.

Tax Holidays

Emaar Misr benefits from a tax holiday for the activities of planning and establishing urban regions andfurnishing such regions with required utilities and services until 31 December 2018. The tax holiday doesnot apply to certain other income, including interest income on deposits. Taxable income from otheractivities or projects that do not benefit from the tax holiday are taxable at a corporate tax rate of 25% onannual taxable income plus 5% additional tax on the annual taxable income exceeding EGP 1 million. Theaddition is due to be implemented starting from year 2014 until the end of 2016. Furthermore, during theperiod from 8 June 2008 until 31 December 2013, Emaar Misr benefitted from a tax holiday in relation to afinance lease with Turner relating to a portion of office space at the Uptown Cairo sales centre, which wasterminated in 2013.

The following table sets forth the total amount of tax benefits:

Total ExemptedPeriod Corporate Tax

(EGP)

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,259,2032013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,859,5802014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,090,593Q1 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,015,593

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Explanation of Certain Line Items in Statement of Profit or Loss

Revenue. Historically, Emaar Misr has generated substantially all of its revenues from the sales ofresidential units and, to a lesser extent, sales of office units. Revenue in the statement of profit or lossreflects the total amount of revenue recognised during that period in respect of delivered properties. See‘‘—Factors Affecting Results of Operations—Revenue Recognition’’.

Cost of revenue. Cost of revenue corresponding to units sold and delivered represents costs that aredirectly related to the specific contract of the unit delivered, costs that are generally attributable toactivities related to revenue generation and can be allocated to the unit sold. Cost of revenue comprisesthe cost of the land plot of a parcel, infrastructure costs (site grading, slot stabilisation, utilities, roads,traffic solutions, community centres and others), hard costs (direct building construction costs excludinginfrastructure costs), soft costs (costs related to the design, supervision, project management andconsultant fees) and finance costs (capitalised borrowing costs directly attributable to the acquisition andconstruction) and other costs (expected infrastructure cost that are expected to be incurred in the future inrelation to the delivered units and impairment losses relating to the Aurora village in Project UptownCairo). See ‘‘—Factors Affecting Results of Operations—Cost of Revenue Recognition’’.

Selling, general and administrative expenses. Selling, general and administrative expenses represent allsales, general and administrative expenses incurred during the year or period, as applicable, pertaining tothe properties sold (regardless of the number of properties delivered during that year or period). Theseexpenses can be categorised under the one of the following categories: advertisement, depreciationexpenses of plant, property and equipment, depreciation expenses of investment property, marketingproduction and material, events and exhibition, sales commission, other marketing expenses, salaries andbenefits, professional fees, information technology expenses, travel and entertainment, cleaning andmaintenance, communication, facility management expenses, other bank charges and other expenses.

Finance income. Finance income represents interest received on bank balances.

Finance costs. Finance costs include interest on bank credit facilities and loans, loan arrangement fees,bank charges relating to the letters of guarantee and other bank charges as well as net foreign exchangeloss.

Other expenses. Other expenses include results of operations of hospitality properties as well as amenities.

Other income. Other income represents customer service charges, penalties and units upgrades, otherincome, operating lease income, finance lease income and gain from disposal of property, plant andequipment.

Provisions no longer required. Provisions no longer required include previous provisions for legal, tax andother claims that were determined to no longer be required.

Provision. Provisions include provisions for legal, tax and other claims.

Income tax. Income tax expense represents Egyptian tax payable in relation to profits associated withprojects that do not benefit from a tax holiday. Current income tax assets and liabilities for the current andprior years are measured on a project-by-project basis at the amount expected to be recovered from orpaid to the tax authority. Deferred income tax is recognised using the liability method on temporarydifferences between the amount attributed to an asset or liability for tax purposes (tax base) and itscarrying amount in the balance sheet (accounting base). Deferred tax assets and liabilities are measured ona project-by-project basis at the tax rates that are expected to apply in the year when the asset is realised orthe liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted atthe reporting date.

Reporting Segments

As of the date of this Offering Memorandum, Emaar Misr’s business lines of retail, commercial andhospitality do not meet the criteria under IFRS 8 required for reporting segments, and as such, are notseparately disclosed in the Financial Statements. Consequently, all revenue of Emaar Misr in the yearsended 31 December 2014, 2013 and 2012 and the three months ended 31 March 2015 and 2014 wasreported under one segment in the Financial Statements and related primarily to revenue from sales ofresidential properties. Management expects that in the future the retail, commercial and hospitality

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segments will meet the criteria and be identified as separate reporting segments in accordance with IFRS 8in addition to the residential segment.

Results of Operations

The following table sets forth information from Emaar Misr’s statement of profit or loss for the threemonths ended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:


2015 2014 2014 2013 2012

EGP US$(1) EGP EGP US$(1) EGP EGPRevenue . . . . . . . . . . . . . . . . . . 751,457,041 98,435,557 357,675,325 2,603,926,691 341,095,977 1,188,328,131 756,968,701Cost of revenue . . . . . . . . . . . . . . (526,349,414) (68,948,050) (233,479,833) (1,826,867,902) (239,306,773) (777,782,195) (543,918,072)Gross profit . . . . . . . . . . . . . . . . 225,107,627 29,487,507 124,195,492 777,058,789 101,789,205 410,545,936 213,050,629

Selling, general and administrativeexpenses . . . . . . . . . . . . . . . . . (86,138,235) (11,283,449) (52,947,905) (325,819,863) (42,680,097) (284,965,694) (204,380,360)

Finance income . . . . . . . . . . . . . . 17,428,943 2,283,068 2,504,757 29,946,133 3,922,732 3,698,614 2,024,187Finance costs . . . . . . . . . . . . . . . (1,729,235) (226,518) (21,434,044) (111,908,022) (14,659,159) (209,990,965) (113,515,995)Other expenses . . . . . . . . . . . . . . (6,478,785) (848,675) (6,011,461) (3,500,837) (458,585) (6,949,477) (5,537,734)Other income . . . . . . . . . . . . . . . 12,800,101 1,676,723 5,789,564 35,294,227 4,623,294 27,320,069 9,627,715Provisions no longer required . . . . . 1,760,489 230,612 — — — — —Provisions . . . . . . . . . . . . . . . . . (157,156) (20,586) — (3,538,485) (463,517) — —Profit/(loss) before tax . . . . . . . . . . 162,593,749 21,298,631 52,096,403 397,531,942 52,073,872 (60,341,517) (98,731,558)

Income tax . . . . . . . . . . . . . . . . . (1,166,996) (152,868) (18,481,238) 26,515,980 3,473,406 69,808,354 —

Profit/(loss) for the period/year . . . . 161,426,753 21,145,763 33,615,165 424,047,922 55,547,278 9,466,837 (98,731,558)

Note:


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The following table sets forth the total revenue and the number of delivered properties for the threemonths ended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:

Three months Three months Year ended 31 Decemberended ended31 March 2015 31 March 2014 2014 2013 2012

PROJECT UPTOWNCAIRO

Number of residential unitsdelivered . . . . . . . . . . . . 58 12 105 82 75Villas . . . . . . . . . . . . . . . 6 3 19 15 14Townhouses . . . . . . . . . . 1 8 31 67 61Apartments . . . . . . . . . . . 51 1 55 — —Mixed . . . . . . . . . . . . . . . — — — — —

Revenue (EGP) . . . . . . . . . 98,226,537 63,345,749 311,385,612 307,967,431 234,502,538PROJECT MARASSINumber of residential units

delivered . . . . . . . . . . . . 59 41 308 175 209Villas . . . . . . . . . . . . . . . 6 6 78 49 21Townhouses . . . . . . . . . . 12 2 34 1 —Apartments . . . . . . . . . . . 11 10 60 36 168Mixed . . . . . . . . . . . . . . . 30 23 136 89 20

Revenue (EGP) . . . . . . . . . 290,633,612 215,582,724 1,560,671,751 880,360,700 461,008,576PROJECT MIVIDANumber of residential units

delivered(1) . . . . . . . . . . . 146 41 315 — 1Villas . . . . . . . . . . . . . . . 63 41 206 — —Townhouses . . . . . . . . . . 83 — 108 — —Apartments . . . . . . . . . . . — — — — —Mixed . . . . . . . . . . . . . . . — — — — —

Revenue (EGP) . . . . . . . . . 362,596,892 78,743,852 731,869,328 — 61,457,587Total number of residential

units delivered . . . . . . . . 263 94 728 257 285

Total cumulative number ofresidential unitsdelivered(1)(2) . . . . . . . . . . 1,852 955 1,589 861 604

Total revenue (EGP) . . . . . . 751,457,041 357,675,325 2,603,926,691 1,188,328,131 756,968,701

Notes:

(1) Includes two office buildings, one sold in the year ended 31 December 2014 and one in the year ended 31 December 2012.

(2) At the end of the period.

Three Months Ended 31 March 2015 Compared to Three Months Ended 31 March 2014

Revenue. Revenue increased by 110.1% to EGP 751.5 million during the three months ended 31 March2015 from EGP 357.7 million during the three months ended 31 March 2014. The increase was dueprimarily to a higher number of residential units delivered in Project Mivida during the three monthsended 31 March 2015.

• In Project Uptown Cairo, Emaar Misr delivered 6 villas, 1 townhouse and 51 apartments with a totalvalue of EGP 98.2 million (corresponding to 11,100 square metres of GFA) during the three monthsended 31 March 2015 compared to 3 villas, 8 townhouses and 1 apartment with a total value ofEGP 63.3 million (corresponding to 4,513 square metres of GFA) delivered during the three monthsended 31 March 2014.

• In Project Marassi, Emaar Misr delivered 6 villas, 12 townhouses, 11 apartments and 30 mixed unitswith a total value of EGP 290.6 million (corresponding to 17,406 square metres of GFA) during thethree months ended 31 March 2015 compared to 6 villas, 2 townhouses, 10 apartments and 23 mixedunits with a total value of EGP 215.6 million (corresponding to 12,933 square metres of GFA)delivered during the three months ended 31 March 2014.

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• In Project Mivida, Emaar Misr delivered 63 villas and 83 townhouses with a total value ofEGP 362.6 million (corresponding to 32,939 square metres of GFA) during the three months ended31 March 2015 compared to 41 villas with a total value of EGP 78.7 million (corresponding to 9,059square metres of GFA) delivered during the three months ended 31 March 2014.

Cost of revenue. Cost of revenue increased by 125.4% to EGP 526.3 million during the three monthsended 31 March 2015 compared to EGP 233.5 million during the three months ended 31 March 2014. Theincrease reflects primarily the increase in the number of residential units delivered during the threemonths ended 31 March 2015 and a reversal of an impairment loss amounting to EGP 5.9 million forimpaired units sold.

The following table sets forth the split of cost of revenue for the three months ended 31 March 2015 and2014:

Three months ended31 March

2015 2014

EGP US$(1) EGP(millions)

PROJECT UPTOWN CAIROLand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 0.5 2.7Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0 1.4 8.5Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64.9 8.5 29.0Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7 1.1 2.8Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6 0.3 1.6Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6 0.7 9.1

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97.4 12.8 53.7

PROJECT MARASSILand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.0 2.0 11.4Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3 2.3 7.9Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.6 12.3 78.8Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.0 1.2 4.5Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.8 1.3 6.0Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.7 3.5 13.8

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171.3 22.4 122.1

PROJECT MIVIDALand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.3 7.0 15.8Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.6 5.1 1.8Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.0 15.6 27.3Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1 2.0 2.0Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8 0.1 0.2Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.9 4.0 10.3

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257.7 33.8 57.4

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526.3 68.9 233.5

Note:

(1) Translated into US$ at an Exchange Rate of EGP 7.634 = US$1.00 (being the exchange rate in effect as of 31 March 2015) forconvenience.

Gross profit. As a result of revenue and cost of revenue, total gross profit increased by 81.3% toEGP 225.1 million during the three months ended 31 March 2015 compared to EGP 124.2 million duringthe three months ended 31 March 2014. Total gross profit margin decreased by 4.7% to 30.0% during thethree months ended 31 March 2015 compared to 34.7% during the three months ended 31 March 2014.

• Project Uptown Cairo. Gross profit during the three months ended 31 March 2015 decreased toEGP 0.8 million compared to EGP 9.6 million during the three months ended 31 March 2014. Thegross margin during the three months ended 31 March 2015 decreased to 0.8% compared to 15.2%during the three months ended 31 March 2014.

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• Project Marassi. Gross profit during the three months ended 31 March 2015 increased toEGP 119.4 million compared to EGP 93.2 million during the three months ended 31 March 2014. Thegross margin during the three months ended 31 March 2015 was 41.1% compared to 43.2% during thethree months ended 31 March 2014.

• Project Mivida. Gross profit during the three months ended 31 March 2015 amounted toEGP 104.9 million compared to EGP 21.4 million during the three months ended 31 March 2014. Thegross margin during the three months ended 31 March 2015 was 28.9% compared to 27.2% during thethree months ended 31 March 2014.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by62.7% to EGP 86.1 million during the three months ended 31 March 2015 compared to EGP 52.9 millionduring the three months ended 31 March 2014. Selling, general and administrative expenses are recordedin respect of the units sold during that year (regardless of the number of units delivered during thatperiod).

The increase in selling, general and administrative expenses during the three months ended 31 March 2015compared to the three months ended 31 March 2014 was due primarily to an increase in salaries andbenefits of EGP 14.3 million, an increase in sales commission of EGP 10.7 million, an increase in facilitymanagement expenses of EGP 3.1 million, an increase in professional fees of EGP 1.5 million and anincrease in advertisement of EGP 1.2 million.

As a percentage of net sales, selling, general and administrative expenses decreased to 4.3% during thethree months ended 31 March 2015 compared to 5.3% during the three months ended 31 March 2014 dueto an increase in sales over time, a progressive increase in the leveragability of the operating platform andincreased brand awareness.

Finance income. Finance income increased to EGP 17.4 million during the three months ended 31 March2015 compared to EGP 2.5 million during the three months ended 31 March 2014 due primarily to anincrease in cash collection from customers which is used to settle payments with the balance being placedas time deposits.

Finance cost. Finance costs decreased by 91.9% to EGP 1.7 million during the three months ended31 March 2015 compared to EGP 21.4 million during the three months ended 31 March 2014 due primarilyto a decrease in net foreign exchange losses of EGP 13.5 million relating to a charge recorded in March2014 in respect of the shareholders current account which was capitalised in Emaar Misr’s capital inDecember 2014, and a decrease in the finance costs due to the settlement of credit facilities utilised tofinance selling, general and administrative disbursements.

Other expenses. Other expenses increased by 7.8% to EGP 6.5 million during the three months ended31 March 2015 compared to EGP 6.0 million during the three months ended 31 March 2014 due primarilyto an increase in net operating losses relating to the El Alamein hotel reflecting the seasonal nature oflower revenue during the first quarter of the year as well as the Marassi beach club, the golf academy inProject Marassi and the golf club in Project Uptown Cairo.

Other income. Other income increased by 121.1% to EGP 12.8 million during the three months ended31 March 2015 compared to EGP 5.8 million during the three months ended 31 March 2014 due primarilyto an EGP 5.2 million increase in late payment charges, reinstatement fees and upgrade fees collectedfrom customers and an EGP 2.2 million increase in customer service charges related to water consumptioncharges in Project Marassi.

Provisions no longer required. Provisions no longer required for the three months ended 31 March 2015were EGP 1.8 million.

Provisions. Provisions for the three months ended 31 March 2015 were EGP 0.2 million related to legalclaims.

Income tax. Income tax expense decreased by 93.7% to EGP 1.2 million during the three months ended31 March 2015 compared to an income tax expense of EGP 18.5 million during the three months ended31 March 2014 due primarily to an increase of the deferred tax assets calculated on the provisions as of31 March 2015 compared to 31 March 2014.

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Profit/(loss) for the period. As a result of the foregoing, profit for the quarter increased toEGP 161.4 million during the three months ended 31 March 2015 compared to a profit ofEGP 33.6 million during the three months ended 31 March 2014.

Year Ended 31 December 2014 Compared to Year Ended 31 December 2013

Revenue. Revenue increased by 119.1% to EGP 2,603.9 million during the year ended 31 December 2014from EGP 1,188.3 million during the year ended 31 December 2013. The increase was due primarily to ahigher number of residential units delivered during the year ended 31 December 2014.

• In Project Uptown Cairo, Emaar Misr delivered 19 villas, 31 townhouses and 55 apartments with atotal value of EGP 311.4 million (corresponding to 26,519 square metres of GFA) during the yearended 31 December 2014 compared to 15 villas and 67 townhouses with a total value ofEGP 307.9 million (corresponding to 23,250 square metres of GFA) delivered during the year ended31 December 2013.

• In Project Marassi, Emaar Misr delivered 78 villas, 34 townhouses, 60 apartments and 136 mixed unitswith a total value of EGP 1,560.7 million (corresponding to 94,000 square metres of GFA) during theyear ended 31 December 2014 compared to 49 villas, 1 townhouse, 36 apartments and 89 mixed unitswith a total value of EGP 880.4 million (corresponding to 54,508 square metres of GFA) deliveredduring the year ended 31 December 2013. During the year ended 31 December 2014, the majority ofunits offered as part of the Platinum Launch were delivered.

• In Project Mivida, Emaar Misr recorded EGP 644.9 million of revenue during the year ended31 December 2014 relating to the delivery of 206 villas and 108 townhouses (corresponding to 68,874square metres of GFA) as well as one office building in the amount of EGP 87.0 million. Delivery ofresidential properties in Project Mivida started during the year ended 31 December 2014.

Cost of revenue. Cost of revenue increased by 134.9% to EGP 1,826.9 million during the year ended31 December 2014 compared to EGP 777.8 million during the year ended 31 December 2013. The increasereflects primarily the increase in the number of residential units delivered during the year ended31 December 2014.

The following table sets forth the split of cost of revenue for the years ended 31 December 2014 and 2013:Year ended 31 December

2014 2013


PROJECT UPTOWN CAIROLand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.8 1.9 15.1Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.6 5.4 33.4Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154.5 20.2 152.0Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.2 2.0 14.1Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 0.6 8.1Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.7 9.4 49.3

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302.5 39.6 272.0

PROJECT MARASSILand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.5 15.5 52.3Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158.0 20.7 23.6Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366.5 48.0 380.6Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.4 5.4 15.7Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.2 6.6 23.6Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220.3 28.9 9.9

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954.9 125.1 505.7

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Year ended 31 December

2014 2013


PROJECT MIVIDALand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116.1 15.2 —Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.7 11.4 —Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254.0 33.3 —Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.9 3.5 —Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 0.3 —Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83.7 11.0 —

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 569.5 74.6 —

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,826.9 239.3 777.7

Note:(1) Translated into US$ at an Exchange Rate of EGP 7.634 = US$ 1.00 (being the exchange rate in effect as of 31 March 2015) for

convenience.

Gross profit. As a result of revenue and cost of revenue, total gross profit increased by 89.3% toEGP 777.1 million during the year ended 31 December 2014 compared to EGP 410.5 million during theyear ended 31 December 2013. Total gross profit margin decreased by 4.7% to 29.8% during the yearended 31 December 2014 compared to 34.5% during the year ended 31 December 2013.

• Project Uptown Cairo. Gross profit during the year ended 31 December 2014 decreased toEGP 9.0 million compared to EGP 36.0 million during the year ended 31 December 2013. The grossmargin during the year ended 31 December 2014 decreased to 2.9% compared to 11.7% during theyear ended 31 December 2013. While the total number of units delivered during the year ended31 December 2014 increased to 105 compared to 82 units delivered during the year ended31 December 2013, the gross margin during the year ended 31 December 2014 was negativelyimpacted by the loss relating to the Aurora village launched in 2006 fully booked in 2014, which wasonly offset by the booked revenue from the delivery in 2014 of 55 units out of the 155 units sold in2006.

• Project Marassi. Gross profit during the year ended 31 December 2014 increased toEGP 606.0 million compared to EGP 375.0 million during the year ended 31 December 2013. Thegross margin during the year ended 31 December 2014 remained relatively stable at 38.8% comparedto 42.6% during the year ended 31 December 2013 due primarily to a higher proportion of villasdelivered during the year ended 31 December 2014, which have a higher profit margin which waspartly offset by an increase in infrastructure costs due to the addition of a power plant for a totalestimated cost of EGP 300 million.

• Project Mivida. Gross profit during the year ended 31 December 2014 amounted toEGP 162.0 million compared to nil during the year ended 31 December 2013. The gross margin duringthe year ended 31 December 2014 was 22.2% reflecting the commencement of delivery of residentialunits during the year.

Selling general and administrative expenses. Selling, general and administrative expenses increased by14.3% to EGP 325.8 million during the year ended 31 December 2014 compared to EGP 284.9 millionduring the year ended 31 December 2013. Selling, general and administrative expenses are recorded inrespect of the units sold during that year (regardless of the number of units delivered during that period).

The increase in selling, general and administrative expenses during the year ended 31 December 2014 wasdue primarily to an increase of EGP 19.1 million in facility management expenses relating to Emaar Misr’sshare in the community facility management expenses in addition to its own asset facility managementexpenses, an increase in salaries and benefits of EGP 10.0 million, an increase in marketing production andmaterial of EGP 2.8 million, an increase in events and exhibition of EGP 3.6 million, an increase inprofessional fees of EGP 4.0 million relating to the increase in audit fees, legal fees and tax advisor feesand an increase in other expenses of EGP 3.6 million relating to the increase in rent expenses and officerelated expenses.

As a percentage of net sales, selling, general and administrative expenses decreased to 4.6% during theyear ended 31 December 2014 compared to 6.8% during the year ended 31 December 2013 due to an

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increase in sales over time, a progressive increase in the leveragability of the operating platform andincreased brand awareness.

Finance income. Finance income increased to EGP 29.9 million during the year ended 31 December 2014compared to EGP 3.7 million during the year ended 31 December 2013 due primarily to an increase ininterest income from time deposits by EGP 19 million due primarily to an increase in cash collection fromcustomers which is used to settle payments with the balance being placed as time deposits and an increasein interest income from current accounts by EGP 7 million during the year ended 31 December 2014.

Finance cost. Finance costs decreased by 46.7% to EGP 111.9 million during the year ended31 December 2014 compared to EGP 210.0 million during the year ended 31 December 2013 due primarilyto an EGP 85.5 million decrease in net foreign exchange relating to the current account of the PrincipalShareholder, which was transferred to equity.

Other expenses. Other expenses decreased by 49.6% to EGP 3.5 million during the year ended31 December 2014 compared to EGP 6.9 million during the year ended 31 December 2013 due primarilyto a decrease in net operating losses relating of the El Alamein hotel, the Marassi beach club, the golfacademy in Project Marassi and the golf club in Project Uptown Cairo.

Other income. Other income increased by 29.2% to EGP 35.3 million during the year ended 31 December2014 compared to EGP 27.3 million during the year ended 31 December 2013 due primarily to anEGP 14.0 million increase in customer service charges relating mainly to the increase in waterconsumption charges in Project Marassi, an increase in profit related to Emaar Plus services and rentalincome from leasing of commercial areas in Project Marassi and an office floor in Project Mivida.

Provisions. Provisions for the year ended 31 December 2014 were EGP 3.5 million in respect of legalclaims raised by customers.

Income tax. Income tax credit decreased by 62.0% to EGP 26.5 million during the year ended31 December 2014 compared to EGP 69.8 million during the year ended 31 December 2013 due primarilyto deferred tax assets recognised in 2013 that mainly resulted from carry forward losses which was used in2014. No deferred tax assets relating to carry forward losses were recognised during the year ended31 December 2014.

Profit/(loss) for the year. As a result of the foregoing, profit for the year increased to EGP 424.0 millionduring the year ended 31 December 2014 compared to a profit of EGP 9.5 million during the year ended31 December 2013.

Year Ended 31 December 2013 Compared to Year Ended 31 December 2012

Revenue. Revenue increased by 57.0% to EGP 1,188.3 million during the year ended 31 December 2013from EGP 757.0 million during the year ended 31 December 2012. The increase was due primarily to ahigher number of residential units delivered during the year ended 31 December 2013.

• In Project Uptown Cairo, Emaar Misr delivered 15 villas and 67 townhouses with a total value ofEGP 308.0 million (corresponding to approximately 23,250 square metres of GFA during the yearended 31 December 2013 compared to 14 villas and 61 townhouses with a total value ofEGP 234.5 million (corresponding to approximately 18,262 square metres of GFA) delivered duringthe year ended 31 December 2012.

• In Project Marassi, Emaar Misr delivered 49 villas, 1 townhouses, 36 apartments and 89 mixed-useunits with a total value of EGP 880.4 million (corresponding to approximately 54,508 square metres ofGFA) during the year ended 31 December 2013 compared to 21 villas, 168 apartments and 20mixed-use units with a total value of EGP 461.0 million (corresponding to approximately 35,356square metres of GFA) delivered during the year ended 31 December 2012.

• In Project Mivida, Emaar Misr recorded no revenue during the year ended 31 December 2013compared to EGP 61.5 million of revenue relating to the delivery of an office building during the yearended 31 December 2012.

Cost of revenue. Cost of revenue increased by 43.0% to EGP 777.8 million during the year ended31 December 2013 compared to EGP 543.9 million during the year ended 31 December 2012. The increase

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reflects primarily the increase in the number of residential units delivered during the year ended31 December 2013.

The following table sets forth the split of cost of revenue split for the years ended 31 December 2013 and2012:

Year ended31 December

2013 2012

EGP EGP

(millions)

PROJECT UPTOWN CAIROLand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1 13.0Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.4 29.5Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152.0 116.2Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.1 10.4Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1 5.2Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.3 36.0

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272.0 210.2

PROJECT MARASSILand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.3 18.5Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.6 12.5Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380.6 189.2Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.7 8.3Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.6 10.3Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.9 47.8

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 505.7 286.5

PROJECT MIVIDALand Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5.8Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.4Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 33.4Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.7Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.1Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5.9

Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 47.2

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 777.7 543.9

Note:


Gross profit. As a result of revenue and cost of revenue, gross profit increased by 92.7% toEGP 410.5 million during the year ended 31 December 2013 compared to EGP 213.1 million during theyear ended 31 December 2012. Total gross profit margin increased by 6.4% to 34.5% during the year ended31 December 2013 compared to 28.1% during the year ended 31 December 2012.

• Project Uptown Cairo. Gross profit during the year ended 31 December 2013 increased toEGP 36.0 million compared to EGP 24.0 million during the year ended 31 December 2012. The grossmargin during the year ended 31 December 2013 increased to 11.7% compared to 10.4% during theyear ended 31 December 2012.

• Project Marassi. Gross profit during the year ended 31 December 2013 increased toEGP 375.0 million compared to EGP 175.0 million during the year ended 31 December 2012. Thegross margin during the year ended 31 December 2013 increased to 42.6% compared to 37.9% duringthe year ended 31 December 2012 due primarily to a higher proportion of villas delivered during theyear ended 31 December 2013 which have a higher profit margin.

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• Project Mivida. Emaar Misr did not record any gross profit during the year ended 31 December2013 compared to EGP 14.0 million of gross profit recorded during the year ended 31 December2012. The gross margin during the year ended 31 December 2012 was 23.1%.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by39.4% to EGP 285.0 million during the year ended 31 December 2013 compared to EGP 204.4 millionduring the year ended 31 December 2012.

Selling, general and administrative expenses are recorded in respect of the units sold during that year(regardless of the number of units delivered during that period). The increase in selling, general andadministrative expenses during the year ended 31 December 2013 was due primarily to anEGP 49.8 million increase in sales commissions corresponding to higher levels of sales of residential unitsin Project Marassi and Project Uptown Cairo, an increase of EGP 11.7 million relating to advertisingexpenses for Project Marassi, Project Uptown Cairo and Project Mivida and an increase of EGP 5.1 millionrelating to general marketing expenses.

As a percentage of net sales, selling, general and administrative expenses increased to 6.8% during the yearended 31 December 2013 compared to 6.2% during the year ended 31 December 2012.

Finance income. Finance income increased by 82.7% to EGP 3.7 million during the year ended31 December 2013 compared to EGP 2.0 million during the year ended 31 December 2012 due primarilyto an increase in deposits from customers and a higher interest on bank deposits during the year ended31 December 2013.

Finance costs. Finance costs increased by 85.0% to EGP 210.0 million during the year ended31 December 2013 compared to EGP 113.5 million during the year ended 31 December 2012 due primarilyto an EGP 92.5 million increase in net foreign exchange loss relating to the depreciation and revaluation ofthe Egyptian pound of a current account balance (maintained in United Arab Emirates dirham) and anEGP 3 million increase in interest paid on credit facilities for general and administrative expenses as aresult of the fluctuation of discount rates announced by the Central Bank of Egypt.

Other expenses. Other expenses increased by 25.5% to EGP 6.9 million during the year ended31 December 2013 compared to EGP 5.5 million during the year ended 31 December 2012 due primarilyto an increase in net operating losses relating to the Marassi beach club, the golf academy in ProjectMarassi and the golf club in Project Uptown Cairo, partly offset by net operating profits from theoperations of the El Alamein hotel.

Other income. Other income increased by 183.8% to EGP 27.3 million during the year ended31 December 2013 compared to EGP 9.6 million during the year ended 31 December 2012 due primarilyto an EGP 3.7 million increase in the recognition of income from customer charges and an EGP 5.7 millionincrease in customer penalties during the year ended 31 December 2013.

Income tax. Income tax credit of EGP 69.8 million relating primarily to the accumulated deferred taxassets was recognised starting from the year ended 31 December 2013 as they were expected to createfuture taxable benefits. No deferred tax assets were recognised during the year ended 31 December 2012since it was not probable that the carry forward losses would result in future tax benefits before 2013.

Profit/(loss) for the year. As a result of the foregoing, profit for the year increased to EGP 9.5 millionduring the year ended 31 December 2013 compared to a loss of EGP 98.7 million during the year ended31 December 2012.

Liquidity and Capital Resources

Emaar Misr’s principal sources of funds have historically been payments resulting from contract sales inrespect of its residential and office units, capital increases, bank loans and credit facilities, including intra-group financing from Emaar Properties. Emaar Misr’s principal uses of funds are expenditures inconnection with the acquisition of land and development of real estate and to a lesser extent debt servicingrequirements.

Emaar Misr’s aims to maintain a conservative capital structure with sufficient flexibility to execute itsgrowth strategy. Emaar Misr uses mainly discounted checks and general loan facilities with limited use ofproject financing. In utilising discounted checks, Emaar Misr seeks attractive terms to monetise residentialreceivables after handover of units and to optimise its working capital. Emaar Misr uses general loan

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facilities to fund development activities with a focus on mid- to long-term financing of investmentproperties to maximise returns on capital, with a long-term target ratio of up to one-third debt to totalcapital for commercial properties. Reliance on project financing is generally limited given marketconditions and the comparably higher cost of funding. Project financing loans are used to financedisbursements for the projects. The interest expense, fees and other charges due under the projectfinancing agreements are capitalised over the development period and reflected in the statement of profitor loss upon delivery of units.

Cash flows

The following table sets forth a summary of Emaar Misr’s net cash flow statement for the three monthsended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:


2015 2014 2014 2013 2012

EGP US$(1) EGP EGP US$(1) EGP EGPNet cash from/(used in)

operating activities . . . . . . . 468,712,974 61,398,084 205,843,139 1,083,396,675 141,917,301 (303,041,678) (610,162,821)Thereof working capital

changes . . . . . . . . . . . . 303,897,007 39,808,358 118,023,442 481,246,469 63,039,883 (501,610,447) (673,663,031)Net cash (used in) investing

activities . . . . . . . . . . . . . (1,127,109) (147,643) (27,840,615) (40,168,397) (5,261,776) (84,791,516) (72,980,164)Net cash from/(used in)

financing activities . . . . . . . (202,734,954) (26,556,845) (123,495,715) (376,935,042) (49,375,824) 477,004,030 672,274,616

Cash and cash equivalent atthe end of the period/year . . 1,113,328,630 145,838,175 232,346,221 844,974,315 110,685,658 177,707,978 85,552,567

Note:


Cash flows from operating activities

Cash from operating activities consists of the results from the profit and loss statement adjusted fornon-cash items, which include all items listed in the cash flow statement except changes in working capital.

Three months ended 31 March 2015

Net cash from operating activities was EGP 468.7 million during the three months ended 31 March 2015.The factors resulting in this positive net cash inflow were the positive net changes to working capital ofEGP 303.9 million and positive cash from operations before working capital changes of EGP 164.8 million.

The positive changes in working capital were due primarily to:

• change in advances from customers of EGP 282.2 million relating to an increase in customercollections for Project Mivida, Project Marassi and Project Uptown Cairo net of revenue recognised ofEGP 771 million,

• change in development properties of EGP 126.6 million mainly relating to EGP 352 million of workdone for Project Mivida, Project Marassi and Project Uptown Cairo net of cost recognised in respectof units delivered of EGP 460 million, and

• change in trade and other payables of EGP 121.8 million relating to a charge to consultants andcontractors for Project Mivida, Project Marassi and Project Uptown Cairo,

which was offset by:

• change in accounts and notes receivables of EGP 162.3 million relating to new delivered units net ofcollection of previous units delivered, and

• change in other receivables, deposits and prepayments of EGP 65.8 million relating to advancepayments to consultants and contractors for Project Mivida, Project Marassi and Project UptownCairo in addition to collection of maintenance deposits related to delivered units.

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Year ended 31 December 2014

Net cash from operating activities was EGP 1,083.4 million during the year ended 31 December 2014. Thefactors resulting in this positive net cash inflow were the positive net changes to working capital ofEGP 481.2 million and positive cash from operations before working capital changes of EGP 602.2 million.

The positive changes in working capital were due primarily to:

• change in advances from customers of EGP 921.2 million relating to an increase in customercollections for Project Mivida, Project Marassi, and Project Uptown Cairo net of revenue recognisedof EGP 2,771 million, and

• change in trade and other payables of EGP 423.0 million relating to a charge to consultants andcontractors for Project Mivida, Project Marassi and Project Uptown Cairo,

which was offset by:

• change in accounts and notes receivables of EGP 468.7 million relating to new delivered units net ofcollection of previous units delivered, and



Net cash used in operating activities was EGP 303.0 million during the year ended 31 December 2013. Thefactors resulting in this negative net cash flow were the negative net changes to working capital ofEGP 501.6 million partly offset by positive cash from operations before working capital changes ofEGP 198.6 million.

The negative changes in working capital were due primarily to:

• change in development properties of EGP 979.5 million relating to EGP 1,743.0 million of work donefor Project Mivida, Project Marassi and Project Uptown Cairo net of cost recognised in respect ofunits delivered of EGP 718.6 million, and

• change in trade receivables of EGP 173.9 million relating to new delivered units net of collection ofprevious units delivered,

which was partly offset by:

• change in advances from customers of EGP 562.1 million relating to customer collections for ProjectMivida, Project Marassi and Project Uptown Cairo net of revenue recognised of EGP 1,248 million,and



Net cash used in operating activities was EGP 610.2 million in the year ended 31 December 2012. Thefactors resulting in this negative net cash flow were the negative net changes to working capital ofEGP 673.7 million, partly offset by positive cash from operations before working capital changes ofEGP 63.5 million.

The negative changes in working capital were due primarily to:

• change in development properties of EGP 1,268.9 million relating to EGP 1,809.0 million ofconstruction work completed for Project Mivida, Project Marassi and Project Uptown Cairo net ofcost recognised for units delivered in the year ended 31 December 2012 of EGP 432.5 million, and

• change in accounts and notes receivables of EGP 76.4 million relating to new delivered units net ofcollection of previous units delivered,

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which was partly offset by:

• change in advances from customers of EGP 333.5 million relating to customer collection for ProjectMivida, Project Marassi and Project Uptown Cairo net of revenue recognised in 2012 ofEGP 783 million, and

• change in trade and other payables of EGP 248.2 million relating to payments to consultants andcontractors for Project Mivida, Project Marassi and Project Uptown Cairo.

Cash flows used in investing activities


Net cash used in investing activities was EGP 1.1 million in the three months ended 31 March 2015. Thefactors resulting in this negative net cash flow were primarily the cash outflow of EGP 12.4 million relatingto the purchase of property, plant and equipment, including an EGP 8.8 million expenditure relating tocapital work in progress, an EGP 2.2 million expenditure relating to the purchase of computers and officeequipment, an EGP 0.5 million expenditure relating to the purchase of motor vehicles as well as anEGP 0.5 million expenditure relating to the purchase of furniture and fixtures, which was partly offset byfinance income received in the amount of EGP 11.2 million.


Net cash used in investing activities was EGP 40.2 million in the year ended 31 December 2014. Thefactors resulting in this negative net cash flow were primarily the cash outflow of EGP 70.9 million relatingto the purchase of property, plant and equipment, including an EGP 41.5 million expenditure relating tothe construction of a desalination plant and a community club in Project Mivida, an EGP 5.5 millionexpenditure relating to the purchase of motor vehicles, an EGP 13 million expenditure for computers,office equipment and heavy equipment, an EGP 11 million expenditure incurred in connection withbuilding of model homes, sales centre, mockup and other assets and furniture, which was partly offset byfinance income received of EGP 25.5 million and proceeds received from sale of vehicles and modelfurniture in the amount of EGP 5.2 million.


Net cash used in investing activities was EGP 84.8 million in the year ended 31 December 2013. Thefactors resulting in this negative net cash flow were primarily the cash outflow of EGP 91.2 million relatingto the purchase of property, plant and equipment, including an EGP 64.3 million expenditure relating tothe construction of a desalination plant and a community club in Project Mivida, an EGP 5.6 millionexpenditure relating to the purchase of motor vehicles, an EGP 11 million expenditure for computers,office equipment and heavy equipment as well as an EGP 11 million expenditure incurred in connectionwith building of model homes, sales centre, mockup and other assets and furniture, which were partlyoffset by finance income received of EGP 3.0 million relating to income on bank accounts and timedeposits maintained in banks and proceeds from sale of vehicles and model furniture in the amount ofEGP 3.4 million.


Net cash used in investing activities was EGP 73.0 million in the year ended 31 December 2012. Thefactors resulting in this negative net cash flow were primarily the cash outflow of EGP 74.9 million relatingto the purchase of property, plant and equipment, including an EGP 29.6 million expenditure relating tothe construction of a desalination plant and a community club in Project Mivida, an EGP 9.2 millionexpenditure relating to the purchase of motor vehicles, an EGP 17.4 million expenditure for computers,office equipment and heavy equipment as well as an EGP 18 million expenditure incurred in connectionwith building of model homes, sales centre, mockup and other assets and furniture, which were partlyoffset by finance income received of EGP 1.9 million relating to interest on banks accounts and timedeposits maintained in banks.

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Cash flows from/used in financing activities


Net cash used in financing activities amounted to a cash outflow of EGP 202.7 million during the threemonths ended 31 March 2015. The factors resulting in the negative net cash flow were primarily therepayment of interest-bearing loans and borrowings relating to a credit facility from Mashreq Bank (in theamount of EGP 171.2 million), a credit facility from Ahli United Bank (in the amount ofEGP 42.6 million) and a credit facility from Emirates NBD (in the amount of EGP 1.4 million) and thefinance costs paid of EGP 1.3 million, partly offset by proceeds from interest-bearing loans and borrowingsof EGP 10.5 million.


Net cash used in financing activities was a net cash outflow of EGP 376.9 million in the year ended31 December 2014. The factors resulting in the cash outflow were primarily the repayment of interest-bearing loans and borrowings of EGP 1,766.1 million to Arab Bank, National Bank of Abu Dhabi,Mashreq Bank Egypt (USD line), Mashreq UAE, Union National Bank-Egypt, HSBC, CommercialInternational Bank and Abu Dhabi Islamic Bank and the settlement of sale and finance leasebacks andpayments of land purchase liabilities of EGP 36.0 million related to the land plot for Project Mivida andfinance costs paid of EGP 35.0 million related to the existing credit facilities.


Net cash generated from financing activities amounted to a cash inflow of EGP 477.0 million during theyear ended 31 December 2013. The factors resulting in the positive net cash flow were primarily theproceeds from interest-bearing loans and borrowings of EGP 292.9 million relating to two new facilitiesfrom Abu Dhabi Islamic Bank and Piraeus Egypt for a total amount of EGP 158 million, proceeds fromthe facility arranged with Mashreq Bank of EGP 44 million, proceeds received as part of the capitalincrease completed by Emaar Properties in amount of EGP 119.5 million and proceeds received fromEmaar Properties to finance project disbursements in total amount of EGP 152.7 million. These factorswere partly offset by a repayment of interest-bearing loans and borrowings of EGP 82.2 million relating toa partial repayment of interest-bearing loans and borrowings to Arab Bank and Piraeus Egypt in additionto finance costs paid under existing credit facilities of EGP 5.9 million.


Net cash generated from financing activities amounted to a cash inflow of EGP 672.3 million during theyear ended 31 December 2012. The factors resulting in the positive net cash flow were the proceeds frominterest-bearing loans and borrowings of EGP 432.9 million relating to EGP 227 million of new facilitiesfrom Commercial International Bank, Mashreq Egypt, National Bank of Abu Dhabi and Mashreq UAE,proceeds drawn under the HSBC and CIB facilities of EGP 125 million and proceeds received as part ofthe capital increase completed by Emaar Properties in the total amount of EGP 179.1 million and proceedsreceived from Emaar Properties to finance project disbursements in total amount of EGP 246 million.These factors were partly offset by a repayment of interest-bearing loans and borrowings ofEGP 150.5 million relating to partial repayments to Arab Bank and Commercial International Bank andfinance costs paid under existing credit facilities in the amount of EGP 31.0 million.

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Credit Facilities

As of 31 March 2015, Emaar Misr’s total outstanding indebtedness was EGP 616.2 million. The followingtable sets forth a summary of the key terms of Emaar Misr’s credit facilities.

As of 31 March 2015

Total amountInterest rate drawn Maturity(2)

EGP US$(1)

(millions)Current borrowingsCommercial International Bank EGP 272 million credit facility . . . . 2.25% + CBE 271.3 35.5 May 15(3)

corridor offeredrate

Mashreq Bank USD 30 million credit facility . . . . . . . . . . . . . . . 2.5% + CBE 62.9 8.2 September 15corridor

average rateEmirates NBD EGP 100 million discounted cheques facility . . . . . . 2.25% + CBE — — June 16

mid corridorrate

Ahli United Bank EGP 300 million credit facility . . . . . . . . . . . . . 2.25% + CBE 223.2 29.2 December 17corridor offered

rateCommercial International Bank EGP 234 million credit facility . . . . 2.25% + CBE 54.1 7.1 May 15(4)

corridor offeredrate

HSBC EGP 425 million discounted cheques facility . . . . . . . . . . . 1.5% + CBE — — Based on maturitymid corridor of post-datedoffered rate cheques (subject to

discounting) up toDecember 2018

Emaar Properties promissory note . . . . . . . . . . . . . . . . . . . . . . 1% + LIBOR 4.7 0.6 —

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 616.2 80.7

Notes:

(1) Translated into US$ at an exchange rate of EGP 7.634 = US$ 1.00 (being the Exchange Rate in effect as of 31 March 2015) forconvenience.

(2) Auto renewal on yearly basis.

(3) Facility has been renewed until May 2016.

(4) The amount drawn under the facility was settled in May 2015.

Emaar Misr’s net cash position (defined as bank balances and cash less outstanding debt) amounted toEGP 0.5 billion as of 31 March 2015.

The majority of Emaar Misr’s credit facilities include change of control restrictions which require EmaarProperties to not decrease its shareholding in Emaar Misr below 51%, failing which Emaar Misr may beconsidered in default under the relevant credit facility.

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The following table sets Emaar Misr’s finance costs for the three months ended 31 March 2015 and 2014and the years ended 31 December 2014, 2013 and 2012:

Three months Year ended2012ended 31 March 31 December

2015 2014 2014 2013

EGP US$(1) EGP EGP EGP EGP(millions)

Interest on bank credit facilities and loans . . . . . . . . . . . . . . . . . . 2.7 0.4 6.4 22.0 28.5 25.4Loan arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1 0.0 3.9 3.6Bank charges related to borrowings . . . . . . . . . . . . . . . . . . . . . . . 0.5 0.1 1.9 5.0 6.9 6.6Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.2 0.5 0.7 0.5Net foreign exchange (gains)/losses . . . . . . . . . . . . . . . . . . . . . . . (1.5) (0.2) 11.9 84.4 170.0 77.4Finance cost expensed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7 0.2 21.4 111.9 210.0 113.5

Finance cost capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.6 5.7 80.3 218.2 351.3 319.6

Note:


Other Capital Expenditures

Other capital expenditures are expenditures that result in the acquisition of or addition to investments inproperty, plant and equipment. See Note 14 to the Annual Financial Statements and Note 13 to theInterim Financial Statements included elsewhere in this Offering Memorandum.

Other capital expenditures during the three months ended 31 March 2015 amounted to EGP 12.4 millionreflecting primarily assets that were not completed (capital work in progress) of EGP 8.8 million and thepurchase of computers and office equipment of EGP 2.2 million, motor vehicles of EGP 0.5 million andfurniture and fixtures of EGP 0.5 million.

Other capital expenditures during the year ended 31 December 2014 amounted to EGP 70.9 millionreflecting primarily assets that were not completed (capital work in progress) of EGP 41.5 million and thepurchase of computers and office equipment of EGP 10.4 million, model homes, sales centres, mockup andother assets of EGP 6.6 million and motor vehicles of EGP 5.5 million.

Other capital expenditures during the year ended 31 December 2013 amounted to EGP 91.2 millionreflecting primarily assets that were not completed (capital work in progress) of EGP 64.3 million and thepurchase of additional computers and office equipment of EGP 8.1 million, the purchase of motor vehiclesof EGP 5.6 million and expenditure relating to model homes, sales centres, model furniture and otherassets EGP 5.6 million.

Other capital expenditures during the year ended 31 December 2012 amounted to EGP 74.9 millionreflecting primarily assets that were not completed (capital work in progress) of EGP 29.6 million and thepurchase of additional computers and office equipment EGP 9.8 million and motor vehicles ofEGP 9.2 million, expenditures relating to the acquisition of land and buildings of EGP 8.2 million, plant,machinery and heavy equipment of EGP 7.7 million and expenditure relating to model homes, salescentres, model furniture and other assets of EGP 7.4 million.

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Contractual Commitments

The following table sets forth Emaar Misr’s contractual obligations and commercial commitments as of31 March 2015 that are expected to have an impact on liquidity and cash flow in future periods.

Payments due by period

Less than one One to five More thanyear years five years Total

EGP US$(1) EGP US$(1) EGP US$(1) EGP US$(1)

(millions)

Credit facilities . . . . . . . . . . . . . . . . . . . . . . . . 611.5 80.1 — — — — 611.5 80.1Accounts payable and accruals . . . . . . . . . . . . . 1,551.7 203.3 — — — — 1,551.7 203.3Land purchase liabilities . . . . . . . . . . . . . . . . . 314.4 41.2 643.3 84.3 — — 957.7 125.5Retention payable . . . . . . . . . . . . . . . . . . . . . . 144.7 19.0 63.5 8.3 — — 208.2 27.3Borrowings from related parties . . . . . . . . . . . . 4.7 0.6 — — — — 4.7 0.6Due to related parties . . . . . . . . . . . . . . . . . . . 6.7 0.9 — — — — 6.7 0.9

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,633.7 345.0 706.8 92.6 — — 3,340.5 437.6

Note:


Delivery commitments and backlog

The following table sets forth certain information relating to delivery commitments of residential units andserviced and branded apartments in the future as of 31 March 2015.

As of 31 March 2015

Project Uptown Project ProjectCairo Marassi Mivida

Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25% 7% 31%Townhouses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3% 29%Apartments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55% 4% 35%Mixed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20% 86% 5%Total Units to Be Delivered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 896 1,188 2,592

Total GFA of Units to Be Delivered(1) (m2) . . . . . . . . . . . . . . . . . . . 286,339 420,276 749,874

Note:

(1) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floorlevel, including terraces and roof terraces.

As of 31 March 2015, the sales backlog (defined as cumulative net sales (including offices and servicedapartments) less cumulative revenue) amounted to EGP 17.8 billion and the collections backlog (definedas cumulative net sales (including offices and serviced apartments) less cumulative collections) amountedto EGP 12.9 billion.

Contingent Obligations and Contingent Liabilities

Emaar Misr is involved, from time to time, in lawsuits, claims, investigations and proceedings, including inrelation to employee disputes, taxes, social insurance and other commercial matters that arise in theordinary course of business. Management believes that there are no such matters pending for whichadequate provision has not been made or that Management expects to be material in relation to EmaarMisr’s business or consolidated financial position, results of operations or cash flows.

Off-Balance Sheet Arrangements

As of 31 March 2015, Emaar Misr had commitments in respect of its projects not provided for in itsfinancial statements amounting to EGP 4.16 billion and maintained post-dated cheques amounting toEGP 6.9 billion received from its customers and recorded as off-balance sheet items. The post-datedcheques represent a part of future instalment payments based on the agreed payment schedule.

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Emaar Misr has two letters of guarantee with a fully cash-covered margin recorded under otherreceivables.

Quantitative and Qualitative Disclosures about Market Risk

Credit risk

Credit risk is the risk of financial loss to Emaar Misr if a customer or counterparty to a financialinstrument fails to meet its contractual obligations. Emaar Misr is exposed to credit risk principally from itsreceivables from customers, other receivables and from its financing activities, including deposits withbanks and financial institutions.

Emaar Misr’s exposure to credit risk is influenced mainly by the individual characteristics of eachcustomer. The demographics of Emaar Misr’s customer base, including the default risk of the industry andcountry, in which customers operate, has less influence on credit risk. Emaar Misr earns its revenues froma large number of customers.

Emaar Misr has entered into contracts for the sale of residential and commercial units on an instalmentbasis. The instalments are specified in the contracts. Emaar Misr is exposed to credit risk in respect ofinstalments due. However, the legal ownership of residential and commercial units is transferred to thebuyer only after all the instalments are recovered. In addition, instalment dues are monitored on anon-going basis with the result that Emaar Misr’s risk of bad debt is not significant.

With respect to credit risk arising from the other financial assets of Emaar Misr, which comprise bankbalances and cash, financial assets at amortised cost, Emaar Misr’s exposure to credit risk arises fromdefault of the counterparty, with a maximum exposure equal to the carrying amount of these assets. Creditrisk from balances with banks and financial institutions is managed by Emaar Misr’s treasury in accordancewith Emaar Misr’s policy. Emaar Misr limits its exposure to credit risk by only placing balances with banksof good repute. Given the profile of its bankers, management does not expect any counterparty to fail inmeeting its obligations.

Concentrations arise when a number of counterparties are engaged in similar business activities, oractivities in the same geographical region, or have economic features that would cause their ability to meetcontractual obligations to be similarly affected by changes in economic, political or other conditions.Concentrations indicate the relative sensitivity of Emaar Misr’s performance to developments affecting aparticular industry. In order to avoid excessive concentration of risk, Emaar Misr’s policies and proceduresinclude specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrationsof credit risks are controlled and managed accordingly.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates. Emaar Misr’s exposure to the risk of changes in marketinterest rates relates primarily to Emaar Misr’s long-term debt obligations with floating interest rates andinterest bearing time deposits.

Interest on financial instruments having floating rates is re-priced at intervals of less than one year. EmaarMisr manages its interest rate risk by having a balanced portfolio of variable rate loans and borrowings.

The following table sets forth the sensitivity to a reasonably possible change in interest rates with all othervariables held constant, of Emaar Misr’s profit before tax (through impact on floating rate borrowings).There is no impact on Emaar Misr’s equity other than the profit impact stated below.

Year ended 31 December

2014 2013 2012

Effect on profit Effect on profit Effect on profitChange before tax Change before tax Change before taxin rate EGP in rate EGP in rate EGP

Financial asset . . . . . . . . . . . . . +1% 5,130,000 +1% 818,000 +1% —�1% (5,130,000) �1% (818,000) �1% —

Financial liability . . . . . . . . . . . +1% (1,435,933) +1% (3,122,392) +1% (2,826,095)�1% 1,435,933 �1% 3,122,392 �1% 2,826,095

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Foreign currency risk

The following table sets forth the sensitivity to a reasonably possible change in US$, EGP and euroexchange rates, with all other variables held constant. The impact on Emaar Misr’s profit before tax is dueto changes in the value of monetary assets and liabilities. Emaar Misr’s exposure to foreign currencychanges for all other currencies is not material.

Effect on Effect on Effect onChange in profit before Change in profit before Change in profit before

Year ended 31 December US$ rate tax EGP AED rate tax EGP EUR rate tax EGP

2014 . . . . . . . . . . . . . . . . . . +10% (2,035,914) +10% (789,778) +10% (135,129)�10% 2,035,914 �10% 789,778 �10% 135,129

2013 . . . . . . . . . . . . . . . . . . +10% (7,787,817) +10% (179,890,839) +10% —�10% 7,787,817 �10% 179,890,839 �10% —

2012 . . . . . . . . . . . . . . . . . . +10% (19,080,635) +10% (140,866,123) +10% —�10% 19,080,635 �10% 140,866,123 �10% —

Emaar Misr is also exposed to foreign exchange loss relating to a shareholder account currently in UnitedArab Emirates Dirham and converted to equity.

Liquidity risk

Liquidity risk is the risk that Emaar Misr will not be able to meet its financial obligations as they fall due.Emaar Misr monitors its risk to a shortage of funds using a recurring liquidity planning tool. This toolconsiders the maturity of its financial assets (such as trade receivables, other financial assets) and projectedcash flows from operations.

The cash flows, funding requirements and liquidity of Emaar Misr are monitored by local companymanagement supported by the Principal Shareholder. Emaar Misr’s objective is to maintain a balancebetween continuity of funding and flexibility through the use of bank overdrafts, bank borrowings andfinance lease contracts. Emaar Misr manages liquidity risk by maintaining adequate reserves, bankingfacilities and borrowing facilities, by continuously monitoring forecasted and actual cash flows andmatching the maturity profiles of financial assets and liabilities. As of 31 March 2015, Emaar Misr hadsufficient cash on demand to meet expected operational expenses, including the servicing of financialobligations.

Critical Accounting Policies

The Financial Statements have been prepared in accordance with IFRS. Emaar Misr has identified itsrevenue recognition policy and costs of sales recognition policy, as discussed above in ‘‘—Factors AffectingResults of Operations’’, as critical to its business and results of operations. These accounting policies areboth important to the portrayal of the reported performance and financial position and requireManagement’s most subjective or complex judgments, often as a result of the need to estimate the effectsof matters that are inherently uncertain. The impact and risks associated with these critical accountingpolicies on Emaar Misr’s business operations are discussed throughout this discussion and analysis wheresuch policies affect the reported and expected financial results. For a detailed discussion of the applicationof these and other significant accounting policies, see Notes 2.4 and 2.5 to the Annual FinancialStatements included elsewhere in this Offering Memorandum.

The preparation of the Financial Statements requires Management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dateof the Financial Statements, and the reported amounts of revenues and expenses during each reportingperiod. Management bases its estimates and assumptions on historical experience where applicable andother factors believed to be reasonable under the circumstances. Management cannot offer any assurancethat the actual results will be consistent with these estimates and assumptions.

Future Accounting Changes

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of EmaarMisr’s Interim Financial Statements are disclosed below. Emaar Misr intends to adopt these standards, ifapplicable, when they become effective. For a description of other standards that are issued but not yeteffective, see Note 2.3 to the Annual Financial Statements.

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IFRS 15, Revenue from Contracts with Customers

New standard on revenue recognition, superseding IAS 18 Revenue, IAS 11 Construction Contracts andrelated interpretations.

IFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers.Under IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entityexpects to be entitled in exchange for transferring goods or services to a customer. The principles inIFRS 15 provide a more structured approach to measuring and recognising revenue. The new standard isapplicable to all entities and will supersede all current revenue recognition requirements under IFRS.Either a full or modified retrospective application is required for annual periods beginning on or after1 January 2017 with early adoption permitted.

Emaar Misr has elected to start applying IFRS 15 from 1 January 2016. Under IFRS 15, Emaar Misr willuse a ‘percentage-of-completion method’ to determine the appropriate amount of revenue to berecognised over the period of the contract rather than at the time of delivery of sold units.

IFRS 8 Operating Segments

The IFRS 8 amendments are applied retrospectively and clarify that an entity must disclose the judgmentsmade by management in applying the aggregation criteria in paragraph 12 of IFRS 8, including a briefdescription of operating segments that have been aggregated and the economic characteristics (e.g., salesand gross margins) used to assess whether the segments are ‘‘similar’’. The reconciliation of segment assetsto total assets is only required to be disclosed if the reconciliation is reported to the chief operatingdecision maker, similar to the required disclosure for segment liabilities.

IAS 24 Related Party Disclosures

The amendment is applied retrospectively and clarifies that a management entity (an entity that provideskey management personnel services) is a related party subject to the related party disclosures. In addition,an entity that uses a management entity is required to disclose the expenses incurred for managementservices.

IFRS 3 Business Combinations

The amendment is applied prospectively and clarifies for the scope exceptions within IFRS 3 that jointarrangements, not just joint ventures, are outside the scope of IFRS 3. This scope exception applies only tothe accounting in the financial statements of the joint arrangement itself.

IFRS 13 Fair Value Measurement

The amendment is applied prospectively and clarifies that the portfolio exception in IFRS 13 can beapplied not only to financial assets and financial liabilities, but also to other contracts within the scope ofIFRS 9 (or IAS 39, as applicable).

IAS 40 Investment Properties

The description of ancillary services in IAS 40 differentiates between investment property and owner-occupied property (i.e., property, plant and equipment). The amendment is applied prospectively andclarifies that IFRS 3, and not the description of ancillary services in IAS 40, is used to determine if thetransaction is the purchase of an asset or business combination.

IFRS 14 Regulatory Deferral Accounts

IFRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulation, tocontinue applying most of its existing accounting policies for regulatory deferral account balances upon itsfirst-time adoption of IFRS. Entities that adopt IFRS 14 must present the regulatory deferral accounts asseparate line items on the statement of financial position and present movements in these accountbalances as separate line items in the statement of profit or loss and other comprehensive income. Thestandard requires disclosures on the nature of, and risks associated with, the entity’s rate-regulation andthe effects of that rate-regulation on its financial statements. IFRS 14 is effective for annual periodsbeginning on or after 1 January 2016. Emaar Misr is currently assessing the impact of IFRS 14.

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DESCRIPTION OF EMAAR MISR

The following discussion of the Company should be read in conjunction with the information relating to EmaarMisr’s business in the sections titled ‘‘Operating and Financial Review’’, ‘‘Risk Factors’’, ‘‘Material Contracts’’,‘‘Certain Relationships and Related Party Transactions’’ and other information about Emaar Misr includedelsewhere in this Offering Memorandum. This description contains forward-looking statements that involve risksand uncertainties. Emaar Misr’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those discussed in ‘‘Forward-Looking Statements’’, ‘‘Presentation of Operating and Other Information’’ and ‘‘Risk Factors’’.

Overview



• Project Uptown Cairo is a 4.5 million square metre project under development designed to be amixed-use development in Central Cairo situated at the highest point in the city, built 200 metresabove sea level with easy accessibility from East, West and Central Cairo. Project Uptown Cairo hasthe potential to become a new iconic city centre in Cairo. The project has been designed by world-class architects and designers and is expected to be the first gated, integrated community project inCentral Cairo offering a wide range of amenities, including world-class shopping centres, a businesspark, hotels, a spa, an 18-hole golf course and club house. Project Uptown Cairo will be home toEmaar Misr’s flagship development, Emaar Square, a world-class shopping, residential, leisure andentertainment complex comprising an open-air retail mall and office space designed to attract globalbrands and leading local and international companies, a five star and a five-plus-star hotel, includingthe first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art entertainment and leisurecentre.



• Cairo Gate is a plot of land of approximately 0.6 million square metres in 6th of October City withfrontage of the Cairo-Alexandria Desert highway, an area with limited land offerings, which makesCairo Gate a strong value proposition.

As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number ofresidential units delivered amounted to 4,676 and 1,850 (including serviced and branded apartments),respectively. Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billioncompared to EGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014

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amounted to EGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013, which in turn wasan increase of 27% compared to EGP 3.3 billion in 2012. Emaar Misr’s total revenue amounted toEGP 751.5 million for the three months ended 31 March 2015, EGP 2.6 billion for the year ended31 December 2014, EGP 1.2 billion for the year ended 31 December 2013 and EGP 0.8 billion for the yearended 31 December 2012.


History

Emaar Properties PJSC, a premier Middle Eastern developer, founded Emaar Misr in 2005 as a jointventure with a local partner, Artoc Group for Investment and Development S.A.E. In 2007, EmaarProperties acquired the local partner’s 60% stake in Emaar Misr, thereby acquiring full ownership in thecompany. Because Emaar Misr was not a party to the transaction, it did not record a cost for theacquisition.

In order to implement Emaar Misr’s business strategy of creating master-planned lifestyle communities,Emaar Misr acquired its first property, Uptown Cairo, in August 2005. In February 2006, it acquired theland (through a tender process) that would later become Project Marassi. In 2006, Emaar Misr acquiredthe Cairo Gate land plot in West Cairo. In September 2006, it acquired the Mivida land plot. In June 2007,a platinum launch event (Marassi and Uptown Cairo), the first launch for Emaar Misr’s projects in Egypt,took place. In February 2009, the initial launch of Project Mivida took place.

Corporate Structure

Emaar Misr has no subsidiaries.

Competitive Strengths

Emaar Misr believes it differentiates itself from its competition through the strength of the internationallyrecognised Emaar brand, its strategically located land bank acquired at attractive rates, its offer of fullyintegrated lifestyle communities of premium quality standards, its strong expertise across asset classesleveraging Emaar Properties’ proven expertise and capabilities, and its retention of revenue generatingcommercial assets.

A leading developer in a large, fast-growing market with robust fundamentals

Management believes that Emaar Misr operates in an attractive market with robust fundamentalssupporting further sustainable growth.

• Attractive demographic characteristics. All of Emaar Misr’s projects are located in Egypt, whosepopulation of 88 million is the largest in the MENA region and grew at a compound annual growthrate of 2.5% between 2009 and 2014 (sources: Central Agency for Public Mobilisation and Statistics,June 2014; Business Monitor International, March 2015). Cairo, which is Emaar Misr’s principaltarget city for residential, retail and office projects, is the most populous city in the MENA region,with more than 15.6 million people as of January 2015 (source: Demographia World Urban Areas:11th Annual Edition, 2015) and one of the most densely populated metropolitan areas in the world.According to Egypt’s Central Agency for Public Mobilisation and Statistics, as of January 2014, 60.9%of the Egyptian population was below the age of thirty. These attractive demographics are expected tobe complemented by government initiatives to attract major foreign direct investment and to supportdomestic confidence and purchasing power, which are expected to aid Egypt’s return to long-termgrowth after a period of stagnation.

• Attractive economic environment. Management believes that the economic environment in Egypt willlead to continued growth in demand for premium quality properties in Egypt. Egypt’s real GDP grewat a rate of 2.2% and 2.1% in 2012 and 2013, respectively, with real GDP expected to further increaseby 2.2% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, the real GDPgrowth rate is expected to further increase to 4.0% in 2015, 4.2% in 2016 and 4.4% in 2017 (source:

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Economist Intelligence Unit, February 2015). Moreover, Egypt has experienced relatively highinflation, with consumer prices increasing by 7.8% in 2012, 9.5% in 2013 and expected to increase by10.1% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, high inflation inEgypt is expected to continue in the following three years, with estimates of 9.5% in 2015, 8.7% in2016 and 9.0% in 2017 (source: Economist Intelligence Unit, February 2015). Management believesthat high inflation rates combined with the relative absence of other investment opportunities shouldencourage investment in quality real estate properties as a hedge against inflation.

• Increasing demand for premium residential properties. Management believes that Egypt’s attractivedemographic characteristics combined with increasing levels of disposable income will drive demandfor premium quality housing in and around Cairo as well as secondary homes located in attractivelocations on the North Coast, a segment that Emaar Misr targets through Project Marassi. Personaldisposable income (after taxes and deductions) in Egypt is expected to grow at a compound annualgrowth rate of 13% between 2015 and 2017 compared to 10% from 2009 to 2014 (source: EconomistIntelligence Unit, February 2015). The favourable prospects for residential development are furthersupported by the gradual increase in mortgage finance availability, which may increase theaccessibility of residential housing.

• Underserved retail market coupled with limited quality of offerings. The supply of high-quality retailspace in Cairo remains considerably limited with only 0.07 square metres of retail space per capita in2013 and is significantly lower than other major cities in the MENA region (source: DTZ as of 2013).By 2018, the GLA per capita in Cairo is expected to increase to 0.15 square metres per capitareflecting an increase in purchasing power of the local population (source: DTZ, March 2015). EmaarMisr intends to increase its presence in the retail segment going forward in an attempt to capitalise onunmet demand for high-quality retail space. Management’s development plans encompass a target ofmore than 250,000 square metres of retail GLA.

• Attractive prospects for office space. Although Management believes that office space has historicallybeen undersupplied in Egypt, economic growth in the country is expected to support long-term tenantdemand. According to Jones Lang LaSalle, Cairo’s office stock GLA in the fourth quarter of 2014 was0.9 million square metres which is lower than in most other countries in the MENA region. Themarket for office space has historically been concentrated in downtown Cairo with no recognisedcentral business district. Furthermore, the lack of office supply has led to the transformation ofpreviously residential properties into office space. Management believes that Emaar Misr is wellpositioned to capture growth opportunities in this sector due to the strategic location of its projects inand around Cairo where companies continue to search for new land plots to develop adjacent tomajor transportation hubs. Management’s development plans encompass a target of more than150,000 square metres of office GLA.

• Growing hospitality segment. Leveraging on the expected increase in demand for premium qualityhotels, secondary homes and growth of the internal and external tourism industry, Management’sdevelopment plans include a target of 15 hotels, comprising approximately 4,000 hotel room keys andserviced and branded apartments, most of which are expected to be part of Project Marassi located onthe North Coast. Emaar Misr intends to increase its investments in this segment where Managementbelieves there are significant growth opportunities.

Business model focused on integrated master plans supported by robust project development processes

Emaar Misr’s business model is to develop premium-quality master-planned lifestyle communities in primelocations that are anchored by landmark developments. Management believes that Emaar Misr’s productoffering is differentiated by the quality and design of its projects combined with the flexibility under itsmaster plans to modify its projects, including the mix of properties, on an on-going basis in order to adaptto prevailing and changing market trends and customers’ preferences.

• Rare offer of a dynamic portfolio of premium-quality move-in ready residential properties. Emaar Misroffers premium-quality, fully-finished and move-in ready residential units (including apartments, twinhouses, town houses and villas) that cater to differing needs and various consumer price levels.Management believes that this is a rare offer in the Egyptian real estate market currently dominatedby semi-finished residential properties.

• Anchored by landmark developments. Each project is designed to be anchored by a landmarkdevelopment comprising a wide range of amenities, such as golf courses, golf club houses, community

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centres, central parks, sports and leisure centres, schools and medical centres, thereby creatingself-contained, fully-integrated master-planned lifestyle communities.

• Combined with robust project development processes across all stages of a project life cycle. Emaar Misrrelies on a well-proven and efficient development process from the initial stages of opportunityidentification to the delivery and completion of a project that is underpinned by an internaloperational structure designed to emphasise accountability and quality control. Throughout themaster planning phase, Emaar Misr focuses on delivering premium quality products consistent withthe Emaar brand name. As part of this process, Emaar Misr centralises the design and tender phaseswith the aim of creating economies of scale that improve value across all of its projects. Emaar Misrcoordinates the launch of residential units with retail and office space, gradually increasing the supplyof residential properties to allow for the appreciation of home values and residential areas throughheightened visibility and availability of amenities. Following the delivery of residential units, EmaarMisr retains control of the community and facility management function in order to manage thecustomer experience and preserve the community environment.

Clearly differentiated portfolio of premium quality developments

Emaar Misr has a clearly differentiated portfolio of developments distributed among three projects underdevelopment and a plot of undeveloped land.

• Project Uptown Cairo has the potential to become a new iconic city centre in Cairo. The project hasbeen designed by world-class architects and designers and is expected to be the only gated, integratedcommunity project in Central Cairo offering a wide range of amenities, including world-class shoppingcentres, a business park, hotels, a spa, an 18-hole golf course and a club house. Project Uptown Cairowill be home to Emaar Misr’s flagship development, Emaar Square, a world-class shopping,residential, leisure and entertainment complex comprising an open-air retail mall and office spacedesigned to attract global brands and leading local and international companies, a five star and afive-plus-star hotel, including the first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-artentertainment and leisure centre. See ‘‘—Projects under Development—Project Uptown Cairo’’.

• Project Marassi is designed to feature a fully-integrated, exclusive resort community, retail space,twelve anchor hotels, including three boutique hotels, an 18-hole golf course with a golf academy andclubhouse and a 250 slip yacht international Marina inspired by the French Riviera which, due to itsunique location and features, is difficult to replicate in the region and is therefore expected totransform the area into a premier international tourist destination. The Marassi Marina is designed tobe integrated with customs and immigration approvals for ease of access and benefits from a uniquelocation and unmatched climate along one of the most beautiful coastlines in the Mediterranean. See‘‘—Projects under Development—Project Marassi’’.

• Project Mivida is designed as a community development with environmentally friendly componentsand green landscapes and amenities that are planned to cover more than 80% of the project’s land.Project Mivida is designed to feature Mivida Downtown, a boulevard shopping area featuringinternational and local brands strategically located in the centre of New Cairo City. Mivida Downtownis designed to comprise wide pedestrian streets, water features, full spectrum dining and easyaccessibility to the town centre with multiple access points combining to provide an unrivalledexperience to visitors. See ‘‘—Projects under Development—Project Mivida’’.

Retain most commercial assets to optimise future revenue streams and cash flows

Emaar Misr’s business model is to continue to build a portfolio of residential properties for sale whilegrowing its presence in the premium retail, hospitality and office segments through ownership ofinvestment properties that are leased to tenants. Premium quality retail and hospitality properties areplanned across all projects while office properties are planned for Project Uptown Cairo and ProjectMivida. As of the date of this Offering Memorandum, Emaar Misr has launched its first shopping mall(MPorium in Project Marassi) and has sold serviced and branded apartments in Project Marassi.

Emaar Misr’s business model is designed to allow it to capture growth opportunities in different marketsegments and, by retaining control over its commercial properties, to enable it to manage the mix ofoccupants and retailers to better reflect consumer preferences and adapt to changes in the market.Management believes that this strategy will improve the breadth and stability of Emaar Misr’s revenue

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streams and cash flow in the medium term by including sustainable rental income, therefore allowingEmaar Misr to achieve a more diversified revenue profile over the medium to long term.

Resilient and cash generative financial model

As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number ofresidential units delivered amounted to 4,676 and 1,850 (including serviced apartments), respectively. As of31 March 2015, cumulative net sales since inception amounted to EGP 23.9 billion, the cumulative amountof collections amounted to EGP 11.0 billion and the cumulative amount of revenue amounted toEGP 6.1 billion. Emaar Misr’s net sales, revenue and collections increased in 2012, 2013 and 2014 despiterecent political and economic changes in Egypt. Management believes that the decision to continueconstruction and development across all projects during that time further enhanced Emaar Misr’scredibility in the local market and reinforced its position as a leading real estate developer in Egypt whileproviding it with the ability to achieve favourable pricing of its properties.

Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion compared toEGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014 amounted toEGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013 and EGP 3.3 billion in 2012. In amarket sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’sshare of total new net sales in Egypt grew from 10% in 2010 to 36% in 2014, which represents anEGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew byEGP 8.7 billion. The strength and resilience of Emaar Misr’s brand is shown by the low number ofcancellations relative to annual net sales, with only EGP 32.4 million in cancellations compared toEGP 2.0 billion in net sales for the three months ended 31 March 2015.

Emaar Misr’s total revenue amounted to EGP 751.5 million for the three months ended 31 March 2015,EGP 2.6 billion for the year ended 31 December 2014, EGP 1.2 billion for the year ended 31 December2013 and EGP 0.8 billion for the year ended 31 December 2012. Gross margin was 30.0% for the threemonths ended 31 March 2015 and 29.8%, 34.5% and 28.1%, for the years ended 31 December 2014, 2013and 2012 respectively.

Emaar Misr’s cash flow management supports residential development funding in an efficient manner. It isbased on an off-plan sales model that is designed to provide Emaar Misr with cash inflow prior to thecommencement of construction combined with a coordinated phasing strategy aimed at timing the launchand completion of its residential properties with the roll-out of retail, office and hospitality properties andother amenities. As part of this business model, Emaar Misr develops infrastructure as an initial step indevelopment, including site grading, roads and utility networks, and combines it with the launch of certainamenities at an early stage, which are designed to have a positive impact on the demand for and value ofthe residential properties over time. For example, the beach club in Project Marassi and the golf clubhousein Project Uptown Cairo were completed prior to the delivery of the first residential units, allowingprospective buyers to experience the quality of those amenities. Management believes that this approachhad a positive impact on the demand for residential units in those projects.

Dedicated and experienced management team

The senior management team of Emaar Misr is comprised of experienced and dedicated professionals whopossess a deep understanding of, and significant experience in, the Egyptian real estate market, led byMohamed El Dahan, its Managing Director, who joined Emaar Properties in 2005 and has experience inthe real estate, construction, financial and banking industries across the region. Members of the seniormanagement team are long-standing employees of Emaar Misr and/or Emaar Properties and arecommitted to the development and success of Emaar Misr’s business. Emaar Misr uses a managementincentive program that links performance to compensation based on specific key performance indicators.Many of the members of the senior management team accumulated significant knowledge and expertisethrough involvement in all of Emaar Properties’ major projects, such as Burj Khalifa, The Dubai Mall and‘‘The Address’’ hotels. Emaar Misr’s senior management team oversees and manages the operations at allstages of the project life cycle. Emaar Misr also intends to adopt certain international corporategovernance practices, including independent directorships and a relationship agreement with EmaarProperties and service agreements with some of Emaar Properties’ affiliates. See ‘‘Certain Relationshipsand Related Party Transactions—Relationship Agreement’’ and ‘‘Certain Relationships and Related PartyTransactions—Service Agreements’’.

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Benefit from ownership by the premier Middle Eastern developer

Management believes that Emaar Misr’s association with Emaar Properties, its controlling shareholderand a leading real estate developer with cross-asset class expertise in the MENA region, is one of EmaarMisr’s competitive advantages. Emaar Properties has led Emaar Misr through significant growth since 2005during which time it provided Emaar Misr with highly valuable support, know-how, expertise and businessplanning at each level of the project development life cycle, including distinctive development concepts,premium quality properties, sophisticated planning and quality controls from the design phase through theproperty management and maintenance phases. Emaar Properties’ reputation and experience are based onits development of some of the most significant master-planned projects in the UAE, including DowntownDubai, Burj Khalifa, BLVD Heights, ‘‘The Address Dubai’’, Armani Hotel in Dubai, Arabian Ranches,Emirates Living and Dubai Marina. These successful urban and resort destinations each contribute toEmaar Properties’ status as one of the largest real estate developers globally by market capitalisation.

Following the Combined Offering, Emaar Misr expects to continue to benefit from the support andexpertise of Emaar Properties, which will remain Emaar Misr’s controlling shareholder. Furthermore,Management believes that the long-standing experience and know-how of Emaar Malls Group (owner andoperator of Dubai Mall, the world’s largest shopping and entertainment destination and a member of theEmaar Group) and Emaar Retail Group will be instrumental in developing and operating Emaar Misr’sretail properties in Project Uptown Cairo and Mivida. Management also believes that the track record,experience, brand name and operational excellence of Emaar Hospitality Group will provide strategicvalue to the development and operations of ‘‘The Address’’ and ‘‘Vida’’ hotels across Emaar Misr’sprojects.

Strategy

Emaar Misr’s vision is to become Egypt’s premier lifestyle community provider, through developing world-class projects to fulfil the aspirations of its customer base. Emaar Misr’s aim is to continue to maintain astrong market position while increasing revenue and profitability. Emaar Misr intends to pursue thefollowing business and growth strategies.

Customer centric strategy

Emaar Misr’s philosophy is to focus on its customers as a top priority. As part of this customer-centricstrategy, Emaar Misr will seek to prioritise customer satisfaction through delivery of premium-qualityprojects that respond to the particular needs of its customers combined with dedication to customerservice. Emaar Misr intends to continue to collect marketing information about target customerdemographics and tenants into a sophisticated database and to use this information to build long-termrelationships with its customers. Information about prospective buyers and tenants is sourced from EmaarMisr’s own selling experience and through effective marketing tools including walkout surveys, marketresearch and best seller and slow mover studies in order to allow Emaar Misr to tailor master plans anddesigns while providing a sense of exclusivity and creating new lifestyle standards. Following delivery of theresidential units, Emaar Misr will continue to maintain robust facility management and controls in order topreserve the high-quality customer experience and the community atmosphere.

Introducing innovative products and concepts

Emaar Misr’s master plans are not constrained by a particular design, model or product which, combinedwith the flexibility provided by the dynamic phasing-in of amenities and residential units and theapplication of best practices in the local market, enables Emaar Misr to be more innovative, creative andflexible in designing and executing its projects over time. Emaar Misr’s record of innovation includesProject Uptown Cairo, which is designed as the first mixed-use gated project in Central Cairo and willcomprise Emaar Square which is expected to be Egypt’s first and largest outdoor retail and lifestyle venue.Project Mivida is designed as a community development with environmentally friendly components andgreen landscapes and amenities that are planned to cover a significant part of the project’s land. In ProjectMarassi, Emaar Misr has constructed two swimmable spots between the villages and is currently designingswimmable lagoons in villages Verdi and Blanca, and a year-round 250 slip yacht marina on the NorthCoast.

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Maximising value from its property portfolio through dynamic phasing of launches

Emaar Misr intends to continue to implement a coordinated phasing strategy aimed at timing the launchand completion of its residential properties with the roll-out of retail, office and hospitality properties andother amenities, thereby allowing for a faster creation of thriving, fully integrated and self-containedlifestyle communities. As part of this strategy, Emaar Misr intends to continue to sell fully-finished,move-in ready residential properties in small units comprising completed villages and parcels within itsprojects which are expected to act as a catalyst for incremental leasing demand through increased propertyfoot traffic in the projects. Furthermore, Emaar Misr plans to continue to launch certain amenities at anearly stage with the aim of having a positive impact on the demand for and value of the residentialproperties over time while also building sales momentum. Management believes that the phasing strategywill provide Emaar Misr with the flexibility needed to respond efficiently to changes in the Egyptian realestate market and changing consumer preferences by allowing Emaar Misr to tailor its products.

Adherence to premium quality standards

Emaar Misr plans to further establish and maintain its strong market position and brand image bycontinuing to develop and construct premium residential and commercial real estate and equate thequality of both with Emaar Misr’s brand name. Management believes that Emaar Misr’s brand name inEgypt is a key differentiating factor and central to maintaining customer trust and loyalty. In order toensure that its properties and designs are of the highest standards, Emaar Misr plans to continue to engagecarefully selected international and regional architects, designers, planners, engineers and contractorswhom Management believes are at the forefront of the industry in terms of ability to create innovative anddifferentiated project designs. Management intends to select renowned global brands and leading local andinternational companies as tenants for its retail and office properties, as well as premium hospitalityoperators, with the aim of ensuring that its developments feature premium quality services and amenities.The commitment to deliver premium quality properties is supported through rigorous internal qualitymanagement standards and procedures that Emaar Misr applies at each stage of project execution,including managing communities and facilities after construction of properties is completed.

Retaining control of commercial assets

While historically the residential segment has been the core and primary focus of Emaar Misr, in the futureEmaar Misr intends to retain the ownership and lease the majority of its retail, office and hospitality assets,including schools and hospitals while preserving flexibility to sell selected commercial assets depending onprevailing market conditions. This strategy is designed to allow Emaar Misr to diversify its income streamsand improve cash flows by generating recurring rental income from commercial properties while retainingquality control over its amenities. Emaar Misr’s target contribution from rental income is approximately30-40% of total revenue. Emaar Misr expects that its effective management of commercial properties mayfurther appreciate residential property values.

In the medium to long term, Emaar Misr intends to develop more than:

• 6.2 million square metres of total GFA across all of its projects,

• 250,000 square metres of retail GLA across all of its projects,

• 150,000 square metres of office GLA in Project Uptown Cairo and Project Mivida, and

• 15 hotels, representing approximately 4,000 hotel room keys and branded and serviced apartmentsacross all of its projects.

In order to implement this strategy, Emaar Misr intends to rely on its strong market position, brand image,execution capabilities, skills and a track record of successful sales as well as expertise and know-how ofEmaar Malls and Emaar Hospitality Group to seek leading global brands as anchor tenants for its projects.

Disciplined and highly selective approach to additional land bank acquisitions

Emaar Misr intends to continue to expand its land bank in Egypt through a disciplined approach of highlyselective acquisitions of large plots with opportunistic consideration of smaller high-quality locations thatManagement believes would supplement Emaar Misr’s current portfolio and have the potential ofgenerating attractive revenue. Emaar Misr’s main focus is the immediate development of its existing landbank with speculative additional acquisitions limited to exceptional opportunities. As part of this strategy,Emaar Misr intends to focus on opportunities that can achieve a target levered project internal rate of

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return of approximately 16% and an achievable minimum gross margin of approximately 25%, withparticular attention to the availability of Cairo-based land plots. See ‘‘Important Note Regarding the TargetRates of Return’’. For such acquisitions, Emaar Misr may selectively consider entering into joint ventures orrevenue sharing projects, while maintaining full management control over the projects.

Management believes that Emaar Misr has developed a rigorous, disciplined and highly selective landacquisition methodology. Rooted in an analytical approach to decision making, the methodologyemphasises risk identification and mitigation, and screens for fundamental asset value with a highrisk-adjusted return potential. It is designed to enable Management to identify, evaluate and act upon landacquisition and development opportunities based on a variety of indicators, including demand forresidential housing that exceeds available and expected supply, home affordability, and areas withwell-regarded educational systems and institutions, high educational attainment levels, accommodativetransportation infrastructure, proximity to major trade corridors, positive employment trends and diverseemployment bases.

Project Life Cycle

Emaar Misr manages in-house all stages of the development of its projects, from land acquisition to themaintenance of completed properties.

The process begins with the identification and assessment of potential land plots for purchase. Landdetermined to be suitable for acquisition must first pass through legal evaluations, marketing and salesanalyses and financial viability projections which are reviewed by multiple teams at Emaar Misr. In thenext step, the land enters the master planning phase where the theme and initial plans for the project areoutlined. If approved by the development division, the land enters the design phase where the overallvision for the project is determined. If Management and the Board of Directors approve the design,marketing and sales of units begin and construction and development contracts are awarded.

Emaar Misr has implemented a scalable management structure to execute its business model and manageits projects. As of 31 March 2015, Emaar Misr employs approximately 426 employees. Where deemednecessary, Emaar Misr selectively accesses supplemental input from outside professionals to benefit fromthe input of third parties, some of whom are leaders in their respective fields. See ‘‘Management—Management Structure’’ for a chart that sets forth the management structure and divisions of Emaar Misr.

The overall process can be broken down into the following key stages:

Project Assessment and Land Acquisition Strategy

Historically, Emaar Misr sought out potential opportunities in marketable regions in Egypt with a specificfocus on East and West Cairo. The initial stages of project development begin with the idea generation andassessment of potential land acquisition opportunities. The general strategy for the land acquisition isdetermined by the Managing Director of Emaar Misr after consultation with the Board of Directors.Management seeks to identify and purchase land plots to either expand current projects or launch newdevelopments. To do this, Management relies on a number of channels to identify market opportunities,including participating in government auctions and obtaining market intelligence developed through seniormanagement’s relationships and contacts. Historically, Emaar Misr has acquired land from the State,State-owned companies and private parties.

The decision to invest in a particular land plot is guided by several factors. First, Management seeks largeplots suitable for master planning with individual exceptions for smaller high-quality locations. EmaarMisr’s management, finance, legal and development teams perform the initial assessment of a property.Initial assessment includes analysing a number of factors, such as the location of the land, potentialconsumer demand, proximity to main development areas, accessibility and infrastructure availability, with aparticular focus on codes, limitations and regulations set by relevant government authorities. Subsequently,the teams conduct preliminary due diligence on the land, including a conceptual planning, soilinvestigation, land efficiency and usage, construction risk assessment and a feasibility study. In theconceptual planning stage, the development division plans, creates and evaluates a development profile ofthe planned project. The development division, in coordination with finance and business analysisdepartments, undertakes a detailed analysis to determine the viability of the project and expected returns,taking into consideration the respective acquisition cost, payment terms, hard and soft cost estimates andthe ability of the land to generate cash flow. Management targets projects that achieve an expected leveredinternal rate of return of about 16% with minimum gross margin of about 25%. See ‘‘Important Note

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Regarding the Target Rates of Return’’ and ‘‘Risk Factors—Risks Relating to Emaar Misr’s Business andIndustry—There can be no assurance that any targets, including Emaar Misr’s target levered project investmentrates of return, will be achieved’’. In the risk assessment stage, the management, finance, legal andmarketing departments evaluate the conceptual plan with a focus on potential barriers in the developmentprocess. The conceptual plan and risk assessment ultimately lead to a detailed project viability analysiswhich is designed to assess the likely returns of the project, the acquisition costs and payment terms in lightof the risk involved. Emaar Misr may also engage external market consultants, planning and design firms ifthe initial assessment signals viability of the project from a financial and legal perspective.

The Board of Directors approve the final proposal for acquiring the land based on certain criteria,including a minimum expected return on investment, the tax efficiency of the development, the legalposition with regard to the title and all necessary governmental authorisations. Upon approval by theBoard of Directors, the legal director coordinates and attempts to resolve any land ownership issues, withthe assistance of the legal and governmental relations department as needed. Emaar Misr then proceeds tosubmit a bid in a tender process or otherwise seeks to acquire the land.

Depending on the available tax exemptions granted by law, Emaar Misr may enjoy certain tax exemptionsor moratoriums on payments for a set period of time. As of the date of this Offering Memorandum, theCompany’s activity of planning and establishment of urban communities and furnishing such communitieswith the required utilities and services is tax exempt until 2018.

Master Planning

The master planning phase begins once the land is acquired. This stage of the process is designed to ensurethat the project will reflect the Emaar Misr brand and quality standards, which are checked on an on-goingbasis by quality assurance and control teams at each stage in the development process. Emaar Misrorganises the master planning of its properties through a team of experienced in-house professionals whostrategically coordinate the process by outsourcing to external consultants and integrating their designs.These professionals work directly with select external master planners, which have included WimberlyAllison Tong & Goo and JZMK Partners. Additional external advisers consulted throughout the processhave included MVE & Partners, Inc, RTKL Associates, MACRO Consulting Group, AECOM TechnologyCorporation, SB Architects, Genseler & Associates, Inc., Harradine Golf and Burton Architecture. Themaster planning phase is led by the development department, chaired by the Chief Development Officer.The department consists of development directors, senior managers and technical design directors,together tasked with producing the master plan.

Emaar Misr also leverages its network and seeks advice from external consultants, design firms and others.Typically, this involves consultation with various stakeholders, including relevant governmental bodies andagencies (handling traffic, infrastructure), potential independent utility providers as well as architects anddesigners. Management believes that this network helps Emaar Misr maintain and reinforce its brandimage of building high-quality fully-integrated master-planned lifestyle communities that conform tointernational standards.

During this stage, the development team coordinates the process of planning out the property with thefinance, business analysis, sales and marketing divisions. The team creates a preliminary land developmentstrategy and vision which sets out key assumptions and the theme of the project including in relation toland usage, density, infrastructure expenditures, potential amenities and utilisation of the land as well asthe overall concept, target market, architectural design and the expected timetable for development. Thestrategy emphasises key features of the project, in accordance with the internal requirements for differenttypes of developments. Business analysis teams, in reliance on market research along with the sales team,are consulted during this process to provide views with respect to the targeted segment, product mix and aproduct brief, which includes descriptions of the amenities, style and finishes to the design. A preliminaryfinancial feasibility study and business plan further outline cash flow assumptions, cost estimates andexpected returns of the project. In the next step, the team creates a development brief that defines keyobjectives of the development project in terms of scope, quality, cost and schedule.

The master plan requires approval from the respective executive design boards before the design stagestarts. Emaar Misr has three internal executive design boards responsible for (i) residential, (ii) retail andcommercial and (iii) hospitality properties, with specific standards for completing the design for each typeof property.

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After receiving the approved master plan, the development director is responsible for the project masterschedule and the project master feasibility study. The governmental relations department, together withthe legal department, then submits the master plan to the relevant Egyptian legislative body to obtainapprovals of the master plan transportation, engineering and other stages.

The competent authority must approve the master plan and future amendments thereto, for any lands soldto Emaar Misr. The competent authority for Project Mivida is NUCA, for Project Uptown Cairo is theGovernorate of Cairo, for Project Marassi is the Governorate of Matrouh together with the GeneralAuthority for Tourism Development, and for Cairo Gate is the 6th of October City Authority. Generally,the competent authority does not withhold approval unless the construction would violate building codesor regulations and no legal exceptions are available. Under certain circumstances, the competent authoritymay assess additional fees for amendments to the permitted use of land. For example, Emaar Misr paidEGP 60 million to amend the utilisation purpose of certain areas of the Uptown Cairo master plan.

Design and Tender Process

Once the master plan is approved, the process enters into the design and tender phase. More detailedfeasibility studies are conducted during this phase and a revised budget for each project is prepared. Adesign consultant and a cost consultant are hired to develop (in coordination with and under the guidanceof Emaar Misr’s development director) the concept design and cost plans, the schematic design and costplans and detailed design and early works plans.

Development designs include the number of residential phases, the number of residential units to be builtin each phase, the projected square metres for the project, cost projections and a projected timeline forcompletion of the project with important milestones.

The tender process is based on a centralised approach with regard to tendering, procurement and contractsrelated issues. It involves distribution of work across different contractors, suppliers, subcontractors andservice providers which allows Emaar Misr to strengthen its negotiating power through centralising theprocurement of materials and tendering of packages required for on-going works across the projects andtherefore to benefit from economies of scale.

Emaar Misr relies on leading regional and local contractors in the execution of its works for all businesssegments. It also relies on international construction services companies, consultants and project managersthat are involved in the design and construction process including Turner, an internationally renownedconstruction company and consultant and an affiliate of Emaar Misr. Once preliminary terms of the tenderare set out, Emaar Misr’s management approves contractors and a contract is prepared by the projectmanager. The tender process for facility management and certain other tenders is conducted in-house.

The commercial department of Emaar Misr handles all procurement related tasks. Potential contractorsand consultants are chosen based on their previous experience with Emaar Misr and other firms, financialand technical proposals submitted by them and feedback reports from third parties. Additionally, thecommercial department negotiates and procures materials for the construction teams, while alsomonitoring the market for goods that could replace current supply streams or improve the quality or priceof deliverables.

Infrastructure Construction

Infrastructure construction is the initial step in the overall development of a project. It involves liaisingwith the relevant government authorities and independent utility providers, undertaking works related tosite grading, utility networks (water and sewage), road construction, building water treatment plants,pumping stations and electrical generation facilities. All works in this stage are planned and carried out inaccordance with applicable regulatory requirements and partially financed through residential pre-sales.

This stage is aimed at improving accessibility to the project, developing high-quality infrastructure,planning and overall construction spending. In certain circumstances, Emaar Misr may elect to developcertain amenities in early stages of a project in order to attract traffic to the site and help generatedemand. The infrastructure is usually developed in accordance with the development requirements andcan be amended during the construction phase based on actual sales patterns.

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Marketing, Sales and Leasing

A marketing campaign begins with the preparation of marketing materials which are designed tostrengthen brand awareness and recognition of Emaar Misr’s properties. Emaar Misr has devoted in-housepublic relations, media relations, marketing communications, digital marketing, customer relationshipmanagement, event management and corporate social responsibility teams in charge of marketingactivities. According to AC Nielsen, Emaar Misr’s brand recognition and awareness was valued 3.5 on the2013 Brand Equity Index, which was higher than many of its competitors in Egypt, and 98 on Total BrandAwareness as of February 2014 (source: Emaar Misr Brand Health Tracker, February 2014).

Prices of units are determined by the development team, following input from the sales, business analysis,marketing and finance departments and additional advice from external consultants. Price setting is basedon an analysis of the master plan, unit and phase location, survey of the surrounding areas and review ofcompetitor projects and pricing amongst other factors. Further reviews of prices are conducted prior to thelaunch based on demand reports produced by the sales and marketing team. Unlike most real estatedevelopers in Egypt, Emaar Misr offers primarily fully finished units, which Management believes providesEmaar Misr with a competitive advantage.

Senior management determines the size of the launch in terms of number and value of units releasedbased in part on precedent inventory levels from previous launches. Launch events for the residentialprojects have historically been successful and positively impacted the demand for the properties. In thepast, approximately 80% of sales were generated at the launch events. As of 31 March 2015, Emaar Misrhas launched 41 residential villages with a 90% ratio of launched units to sold units. Once a projectlaunches, Emaar Misr uses an ‘‘off-plan’’ sales model that follows a phased approach to build salesmomentum and increase the value of the project. Approximately 90 representatives work full time on thesale of units for Emaar Misr. They are located across Emaar Misr’s offices in Project Uptown Cairo,Project Marassi, Project Mivida, Heliopolis and Mohandessin as well as Dubai to allow it to reach potentialclients outside of Egypt. Management incentivises these sales people with commissions based on source ofthe sales, payment terms and stagnant inventory targets, among others.

Emaar Misr attempts to avoid excessive reliance on third parties, such as brokers, to conduct sales andinstead focuses on its capacity to manage the sales and leasing processes in-house. Emaar Misr’s sales in2014 were completed through the following channels: marketing activities (approximately 32%), onlinesales (approximately 33%), sales centres and teams (approximately 26%) and brokers and similar parties(approximately 9%). The leasing department is responsible for the leasing of retail properties, and thesales team is responsible for the sales of residential properties and the leasing of commercial properties.Given Emaar Misr’s planned focus on retail and commercial properties going forward, these two businesssegments are expected to become a core function in the future. Emaar Misr uses standardised policies andprocedures, standard lease contracts and criteria selection parameters that are developed by the EmaarMalls Group to control risk in retail leases.

Emaar Misr has implemented a marketing system designed to increase sales and brand awareness by usinginnovative promotional programmes. Emaar Misr markets itself through a variety of channels, includingcommunity events, trade shows, formal programming, online companies, sales books and other print,digital and televised media. Its Choose Your Neighbour programme allows existing customers to refer theirfriends and family for the purchase of extended payment plan units in Emaar Misr’s various projects inreturn for financial incentives. It also organises luxury community events with the aim of helping engagetarget audiences and stimulate word of mouth and indirect sales. Emaar Misr has made presentations atmajor local and international real estate developers’ trade shows as well. Emaar Misr also uses its onlinepresence and social media for marketing and has been recognised as a leader in online media. Emaar Misrreceived the Pan Arab award for the most interactive real estate social media page and best developed realestate website in the Middle East and Gulf Region for 2012 and 2013, respectively.

Emaar Misr uses a lead management system that is strictly monitored and controlled. Prospectivecustomers that indicate interest in the company through the internet or call centres typically receiveresponses within hours. Furthermore, Emaar Misr polls current and prospective customers with surveys toimprove its marketing strategy with customer feedback.

Emaar Misr’s marketing strategy extends beyond the initial sale or lease of units and includes the entirecustomer relationship cycle. Employees monitor customer satisfaction and service quality throughcustomer relationship management programmes. There is a strong focus on customer retention through

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innovative programs like the ‘‘Emaar Privilege’’ rewards program and ‘‘We Care’’ communication channelfor existing and potential customers.

Sales and Leasing Terms and Financing Arrangements

Residential Sales

The majority of residential unit sales take place off-plan, typically following a phased approach once initialconstruction work has commenced. Typically, at the time the contract is signed a 5% down payment is paidwith submission of post-dated cheques with an additional 10% down payment to follow. Residentialpurchasers may choose between two instalment schedules to finance unit purchases. The first option allowspurchasers to pay the purchase price in full by the delivery date. The second option allows purchasers tochoose an extended payment schedule that continues after delivery of the unit, requiring 70-80% paymentprior to delivery with the remainder paid over one to three years. Extended options include an 18% annualinterest rate on the remaining portion, approximately equal to a 12% premium on the initial purchaseprice. When a tenant is unable to meet its obligations under the contract, Emaar Misr may assess interestcharges on the amount due and, if further delay occurs, may terminate the contract with fees up to 20% ofthe value of the contract. The rates of default by the purchasers were 1.48% during the three monthsended 31 March 2015, 1.27% during the year ended 31 December 2014, 2.17% during the year ended31 December 2013 and 3.82% during the year ended 31 December 2012. Where customers transferownership or resell units, Emaar Misr is entitled to a portion of the purchase price of the unit if it is notfully paid or 2% if the unit is fully paid. Additionally, for semi-furnished units, Emaar Misr requiresresidents to pay insurance deposits for timely completion of their furnishings.

The off-plan sales model allows Emaar Misr to pre-finance a significant portion of the cost of its projects,which may include sales prior to the commencement of construction works. This allows Emaar Misr tocompensate for any unexpected shortfalls in profits by increasing the purchase price for the remainingunits.

Following completion of construction, Emaar Misr retains management of the day-to-day operations of thecommon areas and infrastructure of its residential developments in order to assure on-going quality ofmaintenance.

Customers

As of 31 March 2015, over 90% of Emaar Misr’s customers were Egyptian nationals, with the remaindercoming from Saudi Arabia, the UAE, Kuwait, the United States of America and other countries. AcrossEmaar Misr’s properties, approximately 31% of customers were between ages 40 to 50, 23% of customerswere between ages 50 to 60 and 22% of customers were between ages 30 to 40. In terms of gender,approximately 79% of customers were male and 21% were female. Approximately 86% of customers weremarried with 13% single and the remaining widowed. Of the customers with children, approximately 40%have two children, 32% have three children, 12% have four children and 11% have one child.

Approximately 47% of customers at Emaar Misr’s properties were self-employed, with 42% employed,5% working as homemakers, 4% students and 1% retired. Only about 1% of customers were unemployed.Furthermore, approximately 43% of customers earn a monthly income in the range of EGP 45,000 toEGP 65,000 and 30% of customers earn a monthly income exceeding EGP 65,000.

Retail and Commercial Leases

As of 31 March 2015, Emaar Misr has leased 5,961 square metres of GLA in Projects Uptown Cairo,Mivida and Marassi. The lease terms for retail shops and food and beverage outlets are expected to bebetween three and five years, and anchor tenants may sign leases for periods up to nine years or longerwith registration of the lease. Comparatively, commercial leases are expected to be for 10 years with rentescalation clauses included. Emaar Misr aims to use standardised lease agreements for tenants which maybe negotiated further on an individual basis.

The terms of lease agreements will require its retail tenants to pay a security deposit of up to 25% of thebasic rent and common areas and facilities fees, payable by the date of move-in. Commercial tenants willbe required to pay a security deposit of three months’ rental value and administrative and generalexpenses. For long-term tenancies, cheques are required to be handed over to Emaar Misr at the beginningof each subsequent year of tenancy. To pay leases, tenants in Egypt typically use a post-dated chequesystem under which payments are made quarterly. Lease agreements typically contain additional standardterms and conditions defining the operational scope, rules and regulations associated with the premises,grace periods for moving in and furnishing the occupancy, applicable law and franchise and agency rightswith appropriate approvals. In some instances, rent may be combined with a revenue sharing arrangementwith Emaar Misr.

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Construction

Emaar Misr awards tenders and the construction of a project typically commences within six to 18 monthsfollowing the launch of a project. The projects department is managed by the Director of Projects andoverseen by the Managing Director. The projects department, together with the external projectmanagement consultant and supervision consultant, are responsible for the supervision of the constructionprocess. The construction of all types of properties is outsourced to third parties and monitored by dailyand monthly reports highlighting progress and development. Compiled reports with critical issues arereported to the Managing Director and Chief Development Officer on a monthly basis.

Standard payment terms for construction contracts include a 10-20% advance payment against bankguarantees with monthly interim payments according to progress of works and payable within 40 days. A5% deposit is released in two equal payments at substantial and final completion stages, with another 10%revised contract sum as performance guarantees. Liquidated damages and penalties of up to 10% of thecontract value are assessed for contractor delays in meeting handover dates. Additionally, constructioncontracts allow for a one year warranty on defects from handover dates, in which contractors must attendto requests by Emaar Misr to correct any defects. Alternatively, Emaar Misr may correct defects and billthis to contractor or deduct it from retained accounts with the contractor.

Delivery and Facility and Community Management

Once delivered to purchasers, the residential units are managed by Emaar Misr’s facility managementdepartment. Its responsibilities include landscaping, irrigation and health and safety. The facilitymanagement department seeks to ensure that Emaar Misr adheres to local regulations at all times. Thedepartment also monitors incident and accident reporting and identifies hazards through internal risk andenvironmental assessments. Facility and community management personnel inspect facilities for hazardsand safety compliance, and conduct internal audits to review quality, health, safety and environmentalmeasures.

Most community facilities are outsourced by Emaar Misr to facility and community management providerswhich outsources those services to third-party service providers. The scope of those operations includesmaintenance of public areas and infrastructure which is primarily done through outsourcing engineering,housekeeping, security and maintenance roles. Residential properties are managed by asset and facilitymanagement whose responsibilities include maintaining the communities’ infrastructure networks. Officeand commercial properties are managed by Emaar Misr. Going forward, some of Emaar Misr’s retailproperties will be managed by Emaar Malls Group. Emaar Misr expects to contract experienced hospitalitycompanies for the operations of certain Emaar Misr hotels across all projects. The selection of a hospitalityoperator is based on the development requirements and the envisaged hospitality offering style. EmaarMisr Hospitality, a department of Emaar Misr, manages and maintains certain hospitality facilities,including the club houses in Marassi and Uptown Cairo.

For sold properties (residential and offices), Emaar Misr collects a non-refundable maintenance depositplaced into an interest bearing account. Interest realised on this deposit is used to pay maintenancecharges. For residential units, the deposit is based on a percentage of the unit price, and this percentagefee varies depending on the type of property, ranging from 4% to 8%. Fees for leased property are basedon a fixed fee and a variable fee per square metre. When maintenance charges exceed the amount of aclient’s interest realised on their account, Emaar Misr may collect directly from the deposit and invoiceowners accordingly.

Business Lines

All of Emaar Misr’s projects under development include residential units, retail properties and hospitalityareas. Uptown Cairo and Mivida will also contain commercial spaces.

Residential

Residential properties comprise villas, townhouses and apartments forming high-quality fully integratedmaster-planned communities. Emaar Misr aims to develop approximately 26,400 residential unitsrepresenting approximately 5.0 million square metres of the planned total Gross Floor Area by 2026.

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The following table sets forth the total number of units sold, total sales of residential units and the amountof collections and cancellations (excluding non-residential units) for the three months ended 31 March2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:


2015 2014 2014 2013 2012

Total number ofresidential units sold . 320 237 1,649 1,335 1,072

Total cumulativenumber of residentialunits sold(1) . . . . . . . . 6,526 4,794 6,206 4,557 3,222

Total net sales ofresidential units(EGP)(1) . . . . . . . . . . 2,013,094,481 990,247,155 6,942,275,258 4,077,454,376 3,197,951,752

CollectionsAnnual (EGP billion) 0.8 0.5 3.0 1.6 1.0Cumulative (EGP

billion) . . . . . . . . . 11.0 7.6 10.1 7.1 5.5Cancellations(2)

(EGP million) . . . . . . 32.4 19.2 215 136 128

Notes:

(1) For the period. Excludes serviced apartments.

(2) Excludes terminations.

Retail

Retail properties will comprise shopping malls and retail stores. Emaar Square in Uptown Cairo isdesigned to be Emaar Misr’s first major retail development, followed by major retail centres in DowntownMivida and Marassi Marina. In an attempt to increase income-generating assets and recurring income,Emaar Misr intends to maintain ownership of those properties and lease the space to tenants. In 2014,Emaar Misr launched its first shopping mall (MPorium) in Project Marassi. Retail properties are expectedto comprise approximately 0.35 million square metres of the planned total GFA. Management expectscertain tenants to anchor the retail areas. The term ‘‘anchor tenant’’ is not strictly defined by Emaar Misr,but factors that determine whether a tenant anchors an area include size of occupancy, brand, function andproducts or services sold.

Office

Office properties will comprise multi-tenant office properties in Uptown Cairo and Mivida that areexpected to cater to a range of local and multinational corporations. In an attempt to increase income-generating assets and recurring income, Emaar Misr intends to maintain ownership of the properties andlease the space to tenants. Office properties are expected to comprise approximately 0.21 million squaremetres of the planned total GFA.

Hospitality

Emaar Misr aims for hospitality properties to comprise a target of 15 hotels across Emaar Misr’s threeprojects: 12 anchor hotels, three of which will be boutique hotels and one associated with a golf course, inProject Marassi, two hotels are planned for Project Uptown Cairo and one hotel is planned for ProjectMivida. Emaar Misr intends to sell the plot of land of 13,980 square metres in Project Mivida on which thehotel is planned to be located. Hotels are designed to comprise serviced apartments, located within thepremises of the hotel, furnished and finished according to the guidelines of the hotel operator.

Hospitality developments are expected to comprise approximately 4,000 keys consisting of hotel rooms andserviced and branded apartments. Hotels are designed to comprise a total of 2,720 rooms (Project UptownCairo: 280 rooms, Project Mivida: 180 rooms and Project Marassi: 2,260 rooms).

As of the date of this Offering Memorandum, Emaar Misr operates one hotel (El Alamein) at Marassiwith 130 keys and 14 villas. In summer 2014, Emaar Misr launched serviced and branded apartments at

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‘‘The Address’’ hotel, with a target 49 hotel room keys, 68 serviced apartments and 20 branded apartments(of which 44 serviced and branded apartments have been sold).

In addition, Emaar Misr expects to develop golf courses, educational and medical centres in some of itsfully integrated master-planned communities. These additions are expected to further enhance the value ofthe properties and to improve the overall marketability to customers.

As of the date of this Offering Memorandum, Emaar Misr’s business lines of retail, commercial andhospitality do not meet the criteria under IFRS 8 required for reporting segments, and as such, are notseparately disclosed in the Financial Statements. Consequently, all revenues of Emaar Misr in the threemonths ended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012 werereported under one segment in the Financial Statements and related primarily to revenue from sales ofresidential properties. Management expects that in the future the retail, commercial and hospitalitysegments will meet the criteria and be identified as separate reporting segments in accordance with IFRS 8in addition to the residential segment.

Description of Projects

Emaar Misr currently has three property developments under construction and a plot of undeveloped land.Emaar Misr’s properties are strategically located in East, West and Central Cairo as well as on the NorthCoast.

The following table sets forth certain key information and metrics relating to Emaar Misr’s projects as of31 March 2015:

Projects under Development Undeveloped Land

Uptown Cairo Marassi* Mivida Cairo Gate

Location . . . . . . . . . . . . . . . . . . . . Mokattam in North Coast on New Cairo City in 6th of October CityCentral Cairo the Mediterranean East Cairo on Cairo’s West

Sea AxisPrimary Use . . . . . . . . . . . . . . . . . . Residential and Resort Residential and Mixed-Use

Mixed-Use Mixed-UseTotal Land Area(1) (million m2) . . . . . . 4.5 6.5 3.7 0.6Target GFA(2)(3) (million m2) . . . . . . . . 2.0 2.4 1.8 —

Residential GFA (million m2)(2)(3) . . . 1.6 2.0 1.5 —Retail GFA (m2)(2)(3) . . . . . . . . . . . 209,000(4) 43,300 96,000 —Office GFA (m2)(2)(3) . . . . . . . . . . . 98,000 — 116,000 —Hospitality GFA (m2)(2)(3) . . . . . . . . 79,000 393,000 10,000 —Other GFA (m2)(2)(3) . . . . . . . . . . . 26,000 25,000 106,000 —

GFA Sold as a Percentage of TargetGFA(2) . . . . . . . . . . . . . . . . . . . . 19% 28% 48% —

ResidentialTarget Number of Residential

Units(3)(5) . . . . . . . . . . . . . . . . . 7,994 13,097(6) 5,357 —Number of Residential Units

Launched(5) . . . . . . . . . . . . . . . 1,367 2,672 3,095Number of Residential Units Sold as

Percentage of Total LaunchedUnits(5) . . . . . . . . . . . . . . . . . . 89.0% 82.8% 98.6% —

Sold Residential GFA (million m2)(2) . 0.4 0.7 0.9 —Cumulative net sales since inception

(EGP billion) . . . . . . . . . . . . . . 5.0 9.5 9.5 —Retail

Target Retail GLA (m2)(3)(7) . . . . . . . 156,504 32,318 78,037 —Launched Retail GLA (m2)(7) . . . . . . — 4,686 —

OfficeTarget Office GLA (m2)(3)(7) . . . . . . . 83,102 — 88,040(8) —Launched Office GLA (m2)(7) . . . . . . — — 19,810

HospitalityTarget Number of Hotels(3) . . . . . . . 2(9) 12(10) 1(11) —Target Number of Keys(3) . . . . . . . . c.600 c.3,250 —

Amenities . . . . . . . . . . . . . . . . . . . Golf course, club Golf course and Clubhouse, —house, sports club, beach clubhouse, Downtown Mallschool and Emaar Marina and Central Park

Square

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Projects under Development Undeveloped Land

Uptown Cairo Marassi* Mivida Cairo Gate

Landmark Development . . . . . . . . . . Emaar Square Marassi Marina Mivida Downtown —Construction Commencement Date . . . 2007 2008 2009 Master Planning

PhaseExpected Construction Completion Date 2026 2024 2021 —Percentage owned (%) . . . . . . . . . . . . 100% 100% 100% —Tax Holidays . . . . . . . . . . . . . . . . . No Exempt until 2018 Exempt until 2018 —DTZ Valuation(12) . . . . . . . . . . . . . . . EGP 6,897,630,000 EGP 8,916,800,000 EGP 6,650,650,000 EGP 962,940,000Total Remaining Estimated

Investment(13) (EGP) . . . . . . . . . . . 28.4 billion 26.2 billion 10.5 billion —Investment(14) (EGP) . . . . . . . . . . . . 3.6 billion 5.8 billion 3.7 billion 0.2 billion

Notes:* Excluding the South Land plot in Project Marassi comprising a residential area (gross land area of approximately 29,678 square

metres, target GFA of 50,064 square metres and planned to include 616 apartments) and a commercial area (gross land area ofapproximately 38,456 square metres, target GFA of 53,573 square metres and target GLA of 44,307 square metres (servicedapartments)).

(1) Land area acquired.


(3) Approximations based on management plans. Hospitality segments include GFA of serviced apartments. Development plansare subject to changes within the limit imposed by each ministerial decree. No assurance can be given that current plans will beconsistent with product mix actually being launched in the future.

(4) Excludes Project Uptown Cairo clubhouses of approximately 5,100 square metres.

(5) Excludes serviced and branded apartments.

(6) Number subject to approval on height extension.

(7) Gross Leasable Area (GLA) is defined as the gross surface area available for leasing, expressed in thousands of square metres.

(8) 870,526 square metres have been launched and 851,686 square metres have been sold (excluding offices).

(9) Excludes no build zone and spa land hotels that are still in early planning stages.

(10) Excludes three boutique hotels and serviced apartments. Includes El Alamein hotel which is the only operational hotel ofEmaar Misr as of the date of this Offering Memorandum.

(11) Emaar Misr intends to sell the plot of land of 13,980 square metres on which the hotel is planned to be located.

(12) Valuation is based on DTZ’s estimates as of 31 December 2014. Cairo Gate valuation is based on the assumption that a portionof the land area will not be expropriated for public use. For more information on project valuation, see ‘‘Valuation Report’’.

(13) Defined as sum of estimated hard cost, estimated soft cost, estimated land cost, finance cost and estimated infrastructure costsless investment to date.

(14) As of 31 March 2015. Defined as sum of development properties and cost of sales less infrastructure provision.

Projects under Development

Project Uptown Cairo

Emaar Misr is in the process of developing Uptown Cairo, designed as the first integrated communitydevelopment in Central Cairo. Uptown Cairo’s master plan features Emaar Square, which is expected tobe the first outdoor retail and lifestyle venue of its kind in Egypt and one of the largest open air malls inthe Middle East.

Uptown Cairo is located in Mokattam, Central Cairo across 4.5 million square metres of land. The projectis located on scarce land at the highest point in Central Cairo, approximately 200 metres above sea level,overlooking Cairo and providing a panoramic view of the city. Project Uptown Cairo has the potential tobecome a new iconic city centre in Cairo. Wimberly Allison Tong & Goo developed the master plan for theproject. Uptown Cairo features residential areas, a school, medical centres, a business park, hotels, retailstores, leisure developments and an 18-hole golf course. Emaar Drive, a three-lane highway, facilitates easyaccess to Uptown Cairo from East, West and Central Cairo, and a network of new roads underconstruction are expected to increase accessibility to and within Uptown Cairo.

Emaar Misr acquired the land from El Nasr Company for Housing and Development (‘‘El NasrCompany’’) in August 2005 and construction commenced in 2007. Subject to the payment of an additionalEGP 19 million for an increase in the land area as per a survey report, Emaar Misr has paid the purchaseprice in full. Title to the land has not yet been registered to Emaar Misr and Emaar Misr is in the processof registering the land in coordination with the seller and the Governorate of Cairo. See ‘‘Risk Factors—

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Risks Relating to Emaar Misr’s Business and Industry—Developers, including Emaar Misr, face legalcomplexities and uncertainties in obtaining, retaining and enforcing title to land in Egypt’’ and ‘‘MaterialContracts—Land and Property Contracts—Uptown Cairo: Preliminary Sale Agreement’’. The master plan forthe project was approved in 2008.

In June 2007, the Uptown Cairo sales centre opened along with the Street of Dreams, featuring fullyfurnished model homes. Sales of residential units began in 2007 during the Platinum Launch of UptownCairo and Marassi. The award-winning Golf Club-House opened in 2011. Management expects the firstnine holes of the golf course to be operating in 2016 with the remainder to open by the end of 2019.

Delivery of residential units began at the end of 2012. As of 31 March 2015, Emaar Misr has delivered 320residential units, representing approximately 79,131 GFA.

The following table sets forth certain key information about residential, retail, office and hospitality area inProject Uptown Cairo as of 31 March 2015:

Residential Retail Office Hospitality Other(1)

Target GFA(2) Split (%) . . . . . . . . . . . . . . . . . . . 79% 11% 4% 5% 1%Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . 1.6 million 209,000 98,000 84,000 26,000Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . . . — 156,504 83,102 79,000(4) —Target Number of Keys . . . . . . . . . . . . . . . . . . . . — — — 594(5) —Target Start of Construction . . . . . . . . . . . . . . . . 2007 2016 2016 2016 2016Target End of Construction . . . . . . . . . . . . . . . . . 2026 2023 2021 2024 2018Expected Launch Date . . . . . . . . . . . . . . . . . . . . 2007 2021 2021 2021 2018Expected Completion Date . . . . . . . . . . . . . . . . . 2026 2023 2021 2024 2018

Notes:

(1) Includes a school with GFA of 25,500 square metres. The school is expected to be based on a revenue share agreement withAmerican International Schools.


(3) Gross Leasable Area (GLA) is defined as the gross surface area available for leasing, expressed in thousands of square metres.

(4) Including target GFA for serviced apartments of 58,912 square metres.

(5) Including 314 keys for serviced apartments.

Residential Developments

The following table sets forth an overview of the target residential plan for Project Uptown Cairo as of31 March 2015:

Villas Townhouses Apartments Mixed

Total Target Units . . . . . . . . . . . . . . . . . . . . . . . . 1,016 172 6,513(1) 293Total Launched Units . . . . . . . . . . . . . . . . . . . . . 282 172 663 250Average Period to Complete . . . . . . . . . . . . . . . . . 3 - 4 years 3 - 4 years 3 - 4 years 3 - 4 yearsAverage Unit Size (m2) . . . . . . . . . . . . . . . . . . . . . c. 480 c. 270 c. 225 c. 400

Note:

(1) Includes approximately 3,300 Emaar Square units expected to launch in 2016.

Project Uptown Cairo is expected to feature 16 residential villages, of which 10 were launched as of31 March 2015.

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The following table sets forth the target GFA of residential units in Project Uptown Cairo as of 31 March2015:

Total target DeliveredGFA Sold GFA(1) GFA(1)

Villas (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349,647 132,868 25,116Apartments (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,031,219 122,070 19,023Townhouses (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,997 46,314 34,992Mixed (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,303 64,218 —

Note:

(1) Cumulative GFA as of 31 March 2015.

The following table sets forth the number of residential units sold and the total net sales in Project UptownCairo for the three months ended 31 March 2015 and 2014 and for the years ended 31 December 2014,2013 and 2012:

Three months Three monthsended ended Year ended 31 December31 March 31 March2015 2014 2014 2013 2012

Number of residential unitssold . . . . . . . . . . . . . . . . . . 89 113 341 202 175Villas . . . . . . . . . . . . . . . . . 1 12 22 50 55Townhouses . . . . . . . . . . . . . — 11 12 34 28Apartments . . . . . . . . . . . . . 39 82 177 118 92Mixed . . . . . . . . . . . . . . . . . 49 28 130 — —

Net sales of residential units(EGP) . . . . . . . . . . . . . . . . . 582,776,882 501,048,745 1,579,058,322 818,785,855 551,062,703

As of 31 March 2015, Emaar Misr sold 276 villas, 595 apartments, 179 mixed-use units and 166townhouses. Total cumulative net sales of residential units as of 31 March 2015 amounted toEGP 4.9 billion, of which EGP 952.1 million has been recognised so far as revenue.

The following table sets forth the GFA of units sold and units delivered in Project Uptown Cairo (net ofcancellations, terminations, upgrades and downgrades) for the three months ended 31 March 2015 and2014 and the years ended 31 December 2014, 2013 and 2012:


2015 2014 2014 2013 2012

Sold Delivered Sold Delivered Sold Delivered Sold Delivered Sold Delivered

Villas (‘000 m2) . . . . . . . . . . . . 1.6 2.4 6.7 2.5 12.3 9.2 25.4 8.6 19.2 4.9Apartments (‘000 m2) . . . . . . . . 7.3 8.5 13.8 0.2 37.0 10.6 25.3 — 17.1 —Townhouses (‘000 m2) . . . . . . . . — 0.2 3.6 1.8 3.3 6.8 9.5 14.7 7.8 13.3Mixed (‘000 m2) . . . . . . . . . . . . 19.1 — 9.3 — 45.1 10.6 — — — —

Net GFA(1) (‘000 m2) . . . . . . . . . 28.0 11.1 33.5 4.5 97.7 26.5 60.2 23.3 44.1 18.2

Note:


Cumulative net sales amounted to EGP 5.0 billion as of 31 March 2015, EGP 4.4 billion as of 31 December2014, EGP 2.8 billion as of 31 December 2013 and EGP 2.0 billion as of 31 December 2012.

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The following table sets for the average sales price per square metre by residential unit type in ProjectUptown Cairo for the three months ended 31 March 2015 and 2014 and the years ended 31 December2014, 2013 and 2012 and:

Three monthsended 31 March Year ended 31 December

2015 2014 2014 2013 2012

EGP EGP EGP EGP EGP

Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,248 17,714 20,164 16,458 14,461Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . . 26% 8% 23% 14% —

Apartments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,155 10,313 11,186 10,004 8,406Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . . 28% 7% 12% 19% —

Townhouses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,974 15,126 16,373 13,882 12,364Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . . 52% 14% 18% 13% —

Retail Developments

Emaar Misr plans to construct approximately 209,000 square metres of retail GFA, with an emphasis onopen air retail centres featuring luxury and fashion brands. Retail space is expected to be located primarilyat Emaar Square, the landmark development of Project Uptown Cairo. See ‘‘—Emaar Square’’ below.

Office Developments

Emaar Misr plans to construct approximately 98,000 square metres of GFA for commercial space,consisting of an office park for large and small businesses that is expected to be located at Emaar Square.See ‘‘—Emaar Square’’ below. Emaar Misr’s strategy is to sell 30% of the office space and lease theremaining 70% of the office space. The majority of the total office portfolio is expected to be financedthrough office sales.

Hospitality Developments

Emaar Misr plans to construct approximately 84,000 square metres of hospitality area in Uptown Cairo,including a five star and a five-plus star hotel, including the first ‘‘The Address’’ branded hotel in Cairo.See ‘‘—Emaar Square’’ below. Emaar Misr expects to build boutique hotels in villages, as well, for localuse.

Emaar Square

Emaar Misr is in the concept design stage of developing Emaar Square, a project developed with the visionto become an iconic city centre catering to domestic and tourist demand for retail and lifestyle venues. It isexpected to be the first outdoor retail and lifestyle venue of its kind in Egypt and one of the largest openair malls in the Middle East. With a GFA of over 850,000 square metres, Emaar Square’s master planfeatures hospitality centres, residential areas, office space and an open air retail area intended to attractnumerous global brands and leading local and international companies. RTKL Associates andDar Al-Handasah designed Emaar Square as part of a consortium of designers with input from the EmaarMalls Group. Emaar Square is planned to be strategically located in the North Eastern area of UptownCairo for ease of accessibility, and is expected to open in 2021 with a tentative completion of 2024.

The following table sets forth certain key metrics and milestones of Emaar Square as of 31 March 2015:

Residential Retail Office Hospitality

Target GFA(1) Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54% 25% 11% 9%Target GFA(1) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461,439 209,000 98,000 84,000Target GLA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 156,504 83,102 —Target Number of Keys . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 600(3)

Target Start of Construction . . . . . . . . . . . . . . . . . . . . . . . . 2016 2016 2016 2018Target End of Construction . . . . . . . . . . . . . . . . . . . . . . . . . 2024 2021 2021 2024Expected Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 2021 2021 2021Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024 2024

Notes:


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(2) Gross Leasable Area (GLA) is defined as the gross surface area available for renting.

(3) Includes hotels and serviced apartments.

Emaar Misr expects the retail area to include luxury and fashion brand tenants, world-class shopping, anda state-of-the-art leisure and entertainment complex designed to international standards. Emaar MallsGroup, a subsidiary of the Principal Shareholder, is expected to operate the retail areas. See ‘‘CertainRelationships and Related Party Transactions—Service Agreements—Mall Services’’.

Emaar Square’s master plan features one five-star hotel (‘‘Vida’’) and one five-plus-star hotel (‘‘TheAddress’’). Hotels at Emaar Square are expected to have 280 keys in addition to 314 serviced apartmentsbeing part of the hotel.

Management expects its total estimated investment in Emaar Square to amount to approximatelyEGP 17.9 billion. A significant portion of the net proceeds from the Combined Offering are currentlyexpected to finance the development of Emaar Square, including the necessary infrastructure. See ‘‘Use ofProceeds’’.

Overview of Project Uptown Cairo’s Cost Structure

The total expected cost of Project Uptown Cairo is currently estimated to amount to EGP 32.0 billion ofwhich EGP 3.6 billion has been invested as of 31 March 2015. Hard costs are expected to amount to EGP24.0 billion of total expected cost, of which EGP 0.9 billion were incurred as of 31 March 2015. As of31 March 2015, awarded construction contracts for the project amounted to approximately EGP4.4 billion, with executed works onsite amounting to EGP 2.7 billion.

The first phase of Emaar Drive was completed at a cost of approximately EGP 45 million, and the secondphase of Emaar Drive is expected to be completed by the end of 2018 at an approximate cost ofEGP 400 million. Remaining fees related to the land (in addition to the EGP 19 million relating to theincrease in the land area) include approximately EGP 137 million of costs related to permits, infrastructureand site grading to be paid in 2015.

The following table sets forth the breakdown of the total expected investment over the lifetime of ProjectUptown Cairo and total investment incurred as of 31 March 2015:

Direct(5) Indirect(5)

Hard Soft Finance Land infrastructure infrastructurecosts(1) costs(2) costs(3) costs(4) costs costs

Total Expected Investment . . . . . . . . 75% 7% 2% 2% 5% 8%Total Incurred Investment . . . . . . . . . 26% 15% 12% 13% 4% 30%

Notes:

(1) Hard costs are the direct building construction costs excluding the infrastructure costs.

(2) Soft costs are the costs related to design, supervision, project management and cost consultant.

(3) Finance costs are the capitalised borrowing costs directly attributable to the acquisition and construction.

(4) Land costs are the costs of the land plots and parcels comprising the project.

(5) Infrastructure costs are site grading, slope stabilisation, utilities, roads, traffic solutions, community centres and similar costs.

The following table sets forth the breakdown of the total expected hard cost over the lifetime of ProjectUptown Cairo and the total hard cost incurred as of 31 March 2015:

Villas Apartments Townhouses Mixed Retail Office Hospitality Other

Total Expected Hard Cost . . . . 11% 52% 1% 4% 14% 5% 12% 1%Total Incurred Hard Cost . . . . 49% 25% 25% <1% <1% <1% <1% <1%

Project Marassi

Inspired by Europe’s renowned marinas and the French Riviera, Emaar Misr is in the process ofdeveloping Marassi as a premium year-round international tourism destination located in the moderateclimate of the North Coast. Marassi’s master plan features Marassi Marina, a port designed to be aninternational yacht marina.

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Marassi stretches across approximately 6.5 million square metres of land along a 6.25 kilometreMediterranean Sea coastline. The architectural styles of the Mediterranean inspired the design of theMarassi development, reflected in the design’s backdrops of beaches, greenery, waterways and lagoons.Wimberly Alison Tong & Goo designed Marassi’s master plan in cooperation with other globally renownedarchitects and designers. Marassi’s master plan features a premium beach resort, residential units(including plans for 52 Armani-designed villas), a 250 slip yacht marina, a town centre, a wellness centre,an entertainment centre, an 18-hole golf course (designed by Harradine Golf) and spas. The project iseasily accessible from nearby airports, with Al Alamein Airport approximately 20 minutes away and BorgEl Arab Airport about 55 minutes away.

Emaar Misr won the tender for the property in an auction in August 2006 held by the Egyptian GeneralCompany for Tourism and Hotels, Egypt’s sponsored tourism division, and construction commenced in2008. Emaar Misr paid full consideration for the land but title to the land has not yet been registered toEmaar Misr. Emaar Misr is in the process of registering title to the land. See ‘‘Risk Factors—Risks Relatingto Emaar Misr’s Business and Industry—Developers, including Emaar Misr, face legal complexities anduncertainties in obtaining, retaining and enforcing title to land in Egypt’’ and ‘‘Material Contracts—Land andProperty Contracts—Marassi: Preliminary Sale Agreement’’. The master plan for the project was approved bythe Engineering Department of El Alamein District, Governorate of Matrouh in 2013.

Sales for the project began in 2007 during the Platinum Launch of Marassi and Uptown Cairo. In June2009, the Marassi Beach Club opened. In 2012, the golf course and golf academy became operational andin 2013 Emaar Misr introduced a floating restaurant to the development.

Delivery of units began at the end of 2010. As of 31 March 2015, Emaar Misr has delivered 1,070 units,representing approximately 261,378 square metres of GFA. In July 2014, Emaar Misr launched the firstretail centre in Marassi, the Marassi MPorium. Emaar Misr currently operates 130 keys and 14 villas at thehistoric El Alamein hotel located in Marassi. Management expects that the property will be exempt fromtaxes until 2018.

On 26 June 2014, Emaar Misr acquired the South Land plot which is divided into a residential area (grossland area of approximately 29,678 square metres, target GFA of 50,064 square metres and planned toinclude 616 apartments) and a commercial area (gross land area approximately 38,456 square metres,target GFA of 53,573 square metres and target GLA of 44,307 square metres (serviced apartments) (the‘‘Marassi South Land’’).

The following table sets certain key information about residential, retail and hospitality area of ProjectMarassi (excluding the Marassi South Land) as of 31 March 2015:

Residential Retail Hospitality(3) Other(4)

Target GFA(1) Split (%) . . . . . . . . . . . . . . . . . . . . . . . . . 81% 2% 16% 1%Target GFA(1) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 million 45,000 393,000 25,000Target GLA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 32,318 — —Target Number of Keys . . . . . . . . . . . . . . . . . . . . . . . . . — — 3,382(5) —Target Start of Construction . . . . . . . . . . . . . . . . . . . . . . 2008 2018(6) 2015 2015Target End of Construction . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024 2022Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 2014 2014(7) 2009Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024 2022

Notes:



(3) Includes community clubs.

(4) Includes beach club, golf academy, golf club house and other amenities.

(5) Including 978 keys for serviced and branded apartments.

(6) Construction of MPorium mall began in 2013.

(7) Launch of ‘‘The Address’’ hotel.

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The following table sets forth an overview of the target residential plan for Project Marassi (excluding theMarassi South Land) as of 31 March 2015:


Total Target Units . . . . . . . . . . . . . . . . . . . . . . . . 449 80 10,226(1) 2,958Total Launched Units . . . . . . . . . . . . . . . . . . . . . 302 80 536 1,754Average Period to Complete . . . . . . . . . . . . . . . . . 3 - 4 years 3 - 4 years 3 - 4 years 3 - 4 yearsAverage Unit Size (m2) . . . . . . . . . . . . . . . . . . . . . c. 530 c. 330 c. 100 c. 360

Note:

(1) Excluding serviced and branded apartments.

Project Marassi is expected to feature 22 residential villages, of which 11 were launched as of 31 March2015.

The following table sets forth the target GFA of residential units in Project Marassi (excluding the MarassiSouth Land) as of 31 March 2015:

Total target GFA Sold GFA(1) Delivered GFA(1)

Villas (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,231 152,622 71,139Apartments (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,307(2) 78,888 62,363Townhouses (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,437 28,599 12,370Mixed (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,481 421,545 115,506

Notes:


(2) Excluding serviced and branded apartments.

The following table sets forth the number of residential units sold (excluding serviced apartments) and thetotal amount of net sales of residential units in Project Marassi (excluding the Marassi South Land) for thethree months ended 31 March 2015 and 2014 and for the years ended 31 December 2014, 2013 and 2012:

Three months Three months Year ended 31 Decemberended ended31 March 2015 31 March 2014 2014 2013 2012

Number of residential units sold(1) 70 25 511 320 251Villas . . . . . . . . . . . . . . . . . . . . 8 — 35 27 14Townhouses . . . . . . . . . . . . . . . — 2 13 11 (1)Apartments . . . . . . . . . . . . . . . . 2 (2) 58 35 20Mixed . . . . . . . . . . . . . . . . . . . . 60 25 405 247 218

Net sales of residential units(EGP)(1) . . . . . . . . . . . . . . . . . . 433,980,785 82,394,229 2,411,081,545 1,176,245,187 964,753,659

Note:

(1) Excluding serviced apartments.

As of 31 March 2015, Emaar Misr sold 255 villas, 80 townhouses, 1,371 mixed-use units, 45 servicedapartments and 507 apartments. Total cumulative net sales of residential units, excluding servicedapartments, as of 31 March 2015 amounted to EGP 9.3 billion, of which EGP 4.0 billion have beenrecognised so far as revenue.

The following table sets forth the GFA of units sold and units delivered (excluding serviced apartments) inProject Marassi, excluding the Marassi South Land (net of cancellations, terminations, upgrades and

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downgrades) for the years ended 31 December 2014, 2013 and 2012 and the three months ended 31 March2015 and 2014:


2015 2014 2014 2013 2012


Villas (‘000 m2) . . . . . . . . . . 6.9 2.5 — 2.9 22.8 34.4 16.6 20.6 9.1 7.9Apartments (‘000 m2) . . . . . . 0.4 1.4 0.5 1.4 7.6 6.9 5.1 4.6 3.5 21.5Townhouses (‘000 m2) . . . . . — 3.1 0.6 0.5 3.9 9.0 3.3 0.2 (0.5) —Mixed (‘000 m2) . . . . . . . . . . 12.8 10.3 7.5 8.0 106.9 43.7 53.2 29.1 56.0 6.0

Total Net GFA(1) (‘000 m2) . . 19.9 17.4 8.6 12.9 141.0 94.0 78.1 54.5 68.2 35.4

Note:


Cumulative net sales amounted to EGP 9.5 billion as of 31 March 2015, EGP 9.0 billion as of 31 December2014, EGP 6.5 billion as of 31 December 2013 and EGP 5.3 billion as of 31 December 2012.

The following table sets for the average sales price per square metre by residential unit type in ProjectMarassi (excluding the Marassi South Land) for the three months ended 31 March 2015 and 2014 and theyears ended 31 December 2014, 2013 and 2012:


2015 2014 2014 2013 2012

EGP EGP EGP EGP EGP

Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,933 14,332 18,865 16,828 16,623Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . 67% 8% 12% 1% —

Apartments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,934 15,737 17,113 14,368 —Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . 20% 5% 19% — —

Townhouses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,226 11,189 12,777 11,291 10,638Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . 45% (2.0)% 13% 6% —

Retail Developments

Emaar Misr plans to construct approximately 32,318 square metres of retail GLA in Project Marassi. Anestimated 4,686 square metres of retail space was operational as of 31 March 2015. As of 31 March 2015,phase 1 of the Marassi MPorium has been fully occupied and leased since summer 2014 with an averagerate of EGP 2400 per square metre per year for the whole mall.


According to the master plan, the hospitality area is expected to feature 12 hotels, including a golf hotel,three boutique hotels and serviced apartments for a total of 3,350 keys, of which three hotels and oneboutique hotel are expected to be located in the Marassi Marina. See ‘‘—Marassi Marina’’ below. Thehospitality area is expected to comprise different types and tiers of hotels in order to accommodatedifferent age groups as well as income brackets. The Emaar Hospitality Group and subsidiary of thePrincipal Shareholder is expected to operate ‘‘The Address’’ hotel.

Emaar Misr currently operates 130 keys and 14 villas at the historic El Alamein hotel located in Marassiwhich it acquired with the land and renovated subsequently. An additional minor renovation is expected atthe hotel during 2015. In 2024, Management plans to renovate the El Alamein hotel into a five star hotelwith approximately 260 keys, including serviced apartments. Management expects the cost of developinghospitality segments in Project Marassi to amount to approximately EGP 9.5 billion, including land cost,infrastructure costs, hard and soft costs and finance cost.

In summer 2014, Emaar Misr launched serviced and branded apartments at ‘‘The Address’’ hotel, with atarget 49 hotel room keys, 68 serviced apartments and 20 branded apartments (of which 44 serviced andbranded apartments have been sold).

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Marassi Marina

Emaar Misr is in the initial design stages for developing a 250-slip yacht marina on the North Coast whichis designed to make Project Marassi a year-round destination. The Marassi Marina’s master plan features awide range of dining venues, cafes and retail outlets in addition to residential units with marina views.Marassi is expected to be Egypt’s first private development on the North Coast with an internationalmarina, which Management believes will allow international tourism inflows unmatched by any otherdevelopments in Egypt as the marina’s location is expected to be difficult to replicate in the region. Themarina is designed to be integrated with customs and immigration approvals for ease of access and benefitsfrom a unique location and unmatched climate along one of the most beautiful coastlines in theMediterranean. The total expected GFA of the marina is anticipated to be approximately 859,000 squaremetres. Emaar Misr is seeking approval for the Marassi Marina to be used as an international port andexpects to complete the construction by the end of 2024. Once the final design of the marina is completed,Emaar Misr will seek all required licences and permits, which will be required prior to commencingconstruction.

The following table sets forth certain key metrics and milestones of Marassi Marina as of 31 March 2015:

Residential Retail Hospitality(1)

Target GFA(2) Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77% 4% 19%Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 668,000 36,351 163,592Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 27,263 —Target Number of Keys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,492(3)

Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2018 2018Expected Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 2020 2022Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024

Notes:

(1) Includes 4 hotels with 1,022 keys.

(2) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floorlevel, including terraces and roof terraces. Estimate excludes the hospitality segment.


(4) Includes 470 keys for serviced apartments.

Construction of desalination plants and the main road have largely been completed. Additionally, EmaarMisr has begun site grading after obtaining approvals from the relevant authorities. The opening of the fullgolf course is expected to be completed by the end of 2016 along with the launch of the Armani residentialunits. Emaar Misr aims for Marassi Marina and retail areas to begin operating in 2019.

Management expects total investment costs of the Marassi Marina to amount to approximately EGP13.5 billion. A significant portion of the net proceeds from the Combined Offering is expected to financethe roll-out of the retail and hospitality areas at Marassi Marina, including the necessary infrastructure.See ‘‘Use of Proceeds’’.

Overview of Project Marassi’s Cost Structure

The total expected cost of Project Marassi is currently estimated to amount to EGP 32.0 billion of whichEGP 5.8 billion has been invested as of 31 March 2015. Hard costs are expected to amount toEGP 21.3 billion, of which EGP 2.2 billion were incurred as of 31 March 2015. As of 31 March 2015,awarded construction contracts for the project amounted to approximately EGP 5.5 billion, with executedworks onsite amounting to EGP 3.9 billion.

The following table sets forth the breakdown of the total expected investment over the lifetime of ProjectMarassi and total investment incurred as of 31 March 2015:

Direct IndirectHard Soft Finance Land infrastructure infrastructure

costs(1) costs(2) costs(3) costs(4) costs(5) costs(5)

Total Expected Investment . . . . . . . . . . 67% 9% 2% 4% 8% 10%Total Incurred Investment . . . . . . . . . . 38% 11% 14% 19% 6% 11%

Notes:


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The following table sets forth the breakdown of the total expected hard cost by the type of property overthe lifetime of Project Marassi and the total hard cost incurred as of 31 March 2015:

Villas Apartments Townhouses Mixed Retail Hospitality Other

Total Expected Hard Cost . . . . . . . . . 10% 17% 1% 38% 1% 31% 3%Total Incurred Hard Cost . . . . . . . . . 30% 19% 4% 45% 1% — 2%

Project Mivida

Emaar Misr is in the process of developing Mivida, a community development with environmentallyfriendly components and green landscapes and amenities that are planned to cover more than 80% of theproject’s 3.7 million square metres of land. Project Mivida’s master plan includes Mivida Downtown, acentrally located hub in East Cairo that is expected to include a wide spectrum of amenities, a businesspark, a business hotel and a town centre with a boulevard-style shopping area.

Located in the centre of New Cairo City, Project Mivida is situated on approximately 3.7 million squaremetres of land along a central road in New Cairo City and features a range of international architecturalstyles. JZMK Partners created the master plan. Project Mivida’s master plan features residential, leisure,retail and office space as well as a medical campus and educational campuses managed by elite schools.The master plan also comprises other facilities designed for the project, such as a community centre, a33-acre central park, a business park, a downtown retail development with boulevard shopping, a spa,sports, leisure facilities. Project Mivida’s master plan includes green walkways connecting various parcelsof land, greenery and landscape views, solar powered lighting for common areas and a green pedestrianring road connecting the different parcels. The development is located close to American University inCairo and approximately 20 minutes from Cairo International Airport. The project is strategically locatedin the centre of New Cairo City, is easily accessible to the town centre through multiple access pointsthrough Road 90, Suez and Sokhna Roads. The project is 30 kilometres from Zamalek/Downtown,25 kilometres from Maadi, eight kilometres from New Cairo, 12 kilometres from Nasr City and 18kilometres from Heliopolis.

Emaar Misr acquired the land from NUCA in June 2006, but title to the land may not be registered toEmaar Misr until full payment is made. Emaar Misr paid an advance payment on the land in February2006 and the remainder of the purchase price is scheduled to be made over seven annual instalments. As ofthe date of this Offering Memorandum, the outstanding amount is approximately EGP 931 million. Of thisoutstanding amount, 15% is expected to be paid in 2015, 26% is expected to be paid in 2016 and theremainder in 2017 (including interest). See ‘‘Risk Factors—Risks Relating to Emaar Misr’s Business andIndustry—Developers, including Emaar Misr, face legal complexities and uncertainties in obtaining, retainingand enforcing title to land in Egypt’’ and ‘‘Material Contracts—Land and Property Contracts—Mivida:Preliminary Sale Agreement’’. As of the date of this Offering Memorandum, Emaar Misr is awaitingapproval in the form of a ministerial decree regarding a revised master plan for the project.

Sales for the project began in 2009. Delivery of the first office building was in 2012. Delivery of residentialunits began in 2014. As of 31 March 2015, Emaar Misr has delivered 460 residential units, representingapproximately 111,195 square metres of residential GFA.

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The following table sets forth certain key information about residential, retail, office and hospitality area inProject Mivida as of 31 March 2015:

Residential Retail Office Hospitality(1) Other

Target GFA(2) Split (%) . . . . . . . . . . . . . . . . . 82% 5% 6% 1% 6%Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . 1.5 million 96,000 116,000 10,000 106,000Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . — 78,000 88,000 — —Target Number of Keys . . . . . . . . . . . . . . . . . . — — — — —Target Start of Construction . . . . . . . . . . . . . . 2009 2016 2009 — —(4)

Target End of Construction . . . . . . . . . . . . . . . 2021 2020 2020 — —(4)

Target Launch Date . . . . . . . . . . . . . . . . . . . . 2009 2018 2012 — —(4)

Expected Completion Date . . . . . . . . . . . . . . . 2021 2021 2021 — —(4)

Notes:




(4) Includes community clubs (target construction start date: 2012, target construction end date: 2021, target launch date: 2015,target completion date: 2021), medical centre (located on the plot of land that will be sold), school (target construction startdate: 2016, target construction end date: 2018, target launch date: 2016 (kindergarten), target completion date: 2018), facilitymanagement building (target construction start date: 2015, target construction end date: 2018) and mosque (target constructionstart date: 2016, target construction end date: 2018).


The following table sets forth an overview of the target residential plan for Project Mivida as of 31 March2015:


Total Target Units . . . . . . . . . . . . . . . . . . . . . . . . 1,481 1,238 2,400 238Total Launched Units . . . . . . . . . . . . . . . . . . . . . 1,093 948 912 142Average Period to Complete . . . . . . . . . . . . . . . . . 3 - 4 years 3 - 4 years 3 - 4 years 3 - 4 yearsAverage Unit Size (m2) . . . . . . . . . . . . . . . . . . . . . c. 350 c. 290 c. 190 c. 25

Project Mivida is expected to feature 32 residential villages, of which 20 were launched as of 31 March2015.

The following table sets forth the target GFA for residential units and the cumulative GFA of units soldand delivered in Project Mivida:

Total target GFA Sold GFA(1) Delivered GFA(1)

Villas (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573,314 384,768 65,153Apartments (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 448,080 158,144 —Townhouses (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,065 262,312 36,659Mixed (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,598 46,462 —

Note:


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The following table sets forth the number of residential units sold and the total amount of net sales inProject Mivida for the three months ended 31 March 2015 and 2014 and for the years ended December2014, 2013 and 2012:

Three months ended31 March Year ended 31 December

2015 2014 2014 2013 2012

Number of residential units sold . 160 79 753 813 644Villas . . . . . . . . . . . . . . . . . . . . 86 64 214 139 248Townhouses . . . . . . . . . . . . . . . 56 3 14 270 305Apartments . . . . . . . . . . . . . . . 12 12 397 404 91Mixed . . . . . . . . . . . . . . . . . . . 6 — 128 — —

Net sales of residential units(EGP) . . . . . . . . . . . . . . . . . . . 996,336,812 406,804,180 2,952,135,391 2,082,423,333 1,682,135,389

Sales of residential units began in 2009. As of 31 March 2015, Emaar Misr sold 1,082 villas, 932townhouses, 134 mixed-use units and 904 apartments. Total cumulative net sales of residential unitsamounted to EGP 9.3 billion as of 31 March 2015, of which EGP 974.5 million (excluding offices) havebeen recognised as revenue.

The following table sets forth the GFA of units (excluding offices) sold and units delivered in ProjectMivida (net of cancellations, terminations, upgrades and downgrades) for the three months ended31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:


2015 2014 2014 2013 2012


Villas (‘000 m2) . . . . . . . . . . 39.6 17.4 26.6 9.1 86.0 47.8 53.4 — 93.1 —Apartments (‘000 m2) . . . . . . 3.0 — 2.1 — 68.3 — 70.5 — 16.4 —Townhouses (‘000 m2) . . . . . 22.7 15.6 1.3 — 4.4 21.1 85.1 — 89.1 —Mixed (‘000 m2) . . . . . . . . . . 1.7 — — — 44.7 — — — — —Net GFA(1) (‘000 m2) . . . . . . 67.0 33.0 30.0 9.1 203.4 68.8 209.0 — 198.6 —

Note:


Cumulative net sales, including office area, amounted to EGP 9.5 billion as of 31 March 2015,EGP 8.5 billion as of 31 December 2014, EGP 5.5 billion as of 31 December 2013 and EGP 3.3 billion as of31 December 2012.

The following table sets for the average sales price per square metre by residential unit type in ProjectMivida for the years ended 31 December 2014, 2013 and 2012 and the three months ended 31 March 2015and 2014:


2015 2014 2014 2013 2012

EGP EGP EGP EGP EGP

Unfinished Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,322 10,352 10,352 9,771 8,041Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 67.3% 11.3% 5% 22% —

Finished Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,051 15,014 16,726 12,836 11,923Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 33.5% 22% 30% 8% —

Apartments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,218 9,256 11,861 8,673 7,301Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 42.8% 19.8% 37% 19% —

Unfinished Townhouses . . . . . . . . . . . . . . . . . . . . . . . . 14,178 11,104 12,458 9,372 6,797Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 27.7% 41.5% 35% 37.9% —

Finished Townhouses . . . . . . . . . . . . . . . . . . . . . . . . . 17,762 12,458 12,621 9,860 9,100Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 42.58% 38.14% 26% 8% —

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Retail Developments

Emaar Misr plans to construct approximately 96,000 square metres of GFA (78,000 of GLA), which isexpected to be located exclusively in Mivida Downtown, the landmark development of Project Mivida. See‘‘—Mivida Downtown’’ below. Management expects the retail segment in Project Mivida to costapproximately EGP 1.1 billion, including land cost, infrastructure cost, hard and soft costs and finance cost.Management expects to open its central park retail centre in 2017, the Mivida Mall in 2018 and the MividaDowntown retail centres in 2019. Management estimates that approximately 90% of GLA is expected to beadded in 2018 and 2019.

Office Developments

Emaar Misr plans to construct approximately 116,000 square metres of commercial GFA (88,000 of GLA)that is expected to be located exclusively in Mivida Downtown and of which approximately one-third hasalready been leased. See ‘‘—Mivida Downtown’’ below. Emaar Misr’s intends to sell 30% of office spaceand lease the remaining 70%.

In 2012 and again in 2014, Emaar Misr delivered two buildings of approximately 4,700 square metres each.Management expects to open the second phase of Project Mivida’s office park in 2018. As of 31 March2015, tenants in the business park included major local and multinational companies, with the full firstfloor (1,215 square metres) leased at a 100% occupancy rate.


Management intends to sell the plot of land on which the hotel would be located.

Mivida Downtown

Emaar Misr is in the final design stages of developing the master plan for Mivida Downtown, a 376,000square metre development strategically located in the centre of New Cairo City in East Cairo. Office spaceat Mivida Downtown is expected to comprise 116,000 square metres of GFA and apartment space isexpected to comprise 154,000 square metres of GFA across 870 apartments. Mivida Downtown is designedas a mixed-use project that is expected to feature a shopping boulevard, a business park, outdoor dining,medical and educational facilities and a hotel. Mivida Downtown’s master plan also features a school andmedical campuses to occupy over 50,500 square metres of land each. The school is expected to have a seatcapacity of approximately 2,000, although seat capacity is not expected to affect revenues as the land isexpected to be sold rather than retained as investment property. Mivida Downtown was designed by JZMKwith an expected GFA of 366,000 square metres. Mivida Downtown is expected to be completed by the endof 2021.

The following table sets forth certain key metrics and milestones of Mivida Downtown:

Residential Retail Office Hospitality(1)

Target GFA(2) Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41% 26% 31% 3%Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,000 96,000 116,000 10,000Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 78,000 88,000 —Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2017 2009 —(1)

Expected Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2017 2012 —(1)

Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . . 2021 2021 2012 —(1)

Notes:


(2) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floorlevel, including terraces and roof terraces. Excluding medical centre, school and community club.


Management expects the total investment in Mivida Downtown to amount to approximatelyEGP 4.8 billion. A significant portion of the net proceeds from the Combined Offering is expected to beused to finance the roll-out of those areas, including the necessary infrastructure. See ‘‘Use of Proceeds’’.

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Overview of Project Mivida’s Cost Structure

The total expected cost of Project Mivida is currently estimated to amount to EGP 14.2 billion, of whichEGP 3.7 billion has been invested as of 31 March 2015. Hard costs are expected to amount toEGP 8.1 billion, of which EGP 1.0 billion were incurred as of 31 March 2015. As of 31 March 2015,awarded construction contracts for the project amounted to EGP 3.3 billion, with executed works onsiteamounting to EGP 1.9 billion.

The following table sets forth the breakdown of the total expected investment over the lifetime of ProjectMivida and total investment incurred as of 31 March 2015:

Direct IndirectHard Soft Finance Land infrastructure infrastructure

costs(1) costs(2) costs(3) costs(4) costs(5) costs(5)

Total Expected Investment . . . . . . . . 57% 7% 0.2% 14% 11% 11%Total Incurred Investment . . . . . . . . . 26% 9% 1% 49% 7% 8%

Notes:






The following table sets forth the breakdown of the total expected hard cost by the type of property overthe lifetime of Project Mivida and the total hard cost incurred as of 31 March 2015:

Villas Apartments Townhouses Mixed Retail Office Hospitality Other

Total Expected Hard Cost . . . 24% 12% 35% 4% 8% 13% — 3%Total Incurred Hard Cost . . . 51% 2% 30% <1% <1% 16% <1% 1%

Undeveloped Land

Cairo Gate: 6th of October City

Cairo Gate is a land plot of approximately 0.6 million square metres in 6th of October City with frontage ofthe Cairo—Alexandria Desert highway, an area with limited land offerings, which makes Cairo Gate astrong value proposition.

The master planning of the Cairo Gate development is still in progress. Please see ‘‘Material Contracts—Land and Property Contracts—Cairo Gate: Preliminary Sale Agreements’’ for a description of the status ofthe land upon which Cairo Gate is planned to be developed. In addition, this land is subject to generalusage restrictions on all land connected to the Cairo—Alexandria Desert highway. These restrictionsprohibit construction on land that is within 50 metres of the highway. However, this 50-metre wide strip isdesignated as ‘‘open space’’ for purposes of the overall master plan to be approved by 6th of October CityAuthority, thereby limiting any loss to overall land available for construction. In addition, approximately18,550 square metres of land intended for the Cairo Gate project is subject to prime minister decreeno 1702/2010. This decree, which calls for expropriation of land to allow additional road works required toconvert the Cairo—Alexandria road to a freeway, has not been enforced against Emaar Misr. Emaar Misrhas been verbally informed by the Roads and Bridges Authority that the expropriation plan has beenamended. Upon amendment of this decree, these 18,550 square metres of land will not be subject toexpropriation. However, this amendment has not taken place yet and there is no guarantee that the decreewill be amended as indicated. Emaar Misr is obliged to pay change of activities fees in order to obtain apermit to carry out construction and development activities on the land comprising Cairo Gate. As of thedate of this Offering Memorandum, Emaar Misr is further considering whether to pay the change ofactivities fees in addition to obtaining the relevant approvals for the change of ownership. See ‘‘RiskFactors—Risks Relating to Emaar Misr’s Business and Industry—Developers, including Emaar Misr, face legalcomplexities and uncertainties in obtaining, retaining and enforcing title to land in Egypt’’ and ‘‘MaterialContracts—Land and Property Contracts—Cairo Gate: Preliminary Sale Agreement’’ and ‘‘—LegalProceedings—Cairo Gate Land Disputes’’.

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Management expects the master plan to be finalised by the second quarter of 2016. As of 31 March 2015,the total amount invested was EGP 225.2 million.

Competition

Competition in Egypt’s real estate development industry and the retail segment is highly fragmented andvaries based on region and sector. In Cairo, Emaar Misr developments face competition from severaldevelopments in the Cairo area including those constructed by Palm Hills Developments, SODIC, AMERGroup, Madinet Nasr and TMG. Emaar Misr may also face competition from new entrants and establisheddevelopers that seek opportunities in the Egyptian property market given that the local market isunderserved with GLA per capita of 0.9 million square metres of office stock available as of fourth quarter2014 and 0.07 square metres per capita of retail space as of 2013. Despite the fast growing retail marketand continuously increasing demand, supply of retail space still remains limited, when comparing the retailspace per capita for Cairo to that of other regional cities. Management considers geographic locationimportant in assessing competition for Emaar Misr’s operations.

Additionally, competition affects Emaar Misr differently depending on the relevant business segment.Residential developments hold the greatest brand equity due to the visible and tangible progress made inconstruction, large customer base and proven track record in the Egyptian market. Retail developmentsare expected to benefit from the Emaar Group’s brand, brand recognition of The Dubai Mall andnotability of Emaar Group’s operations in the United Arab Emirates. However, the retail developmentsnonetheless require a footing in the Egyptian market. Within hospitality segments, management expects toface significant competition, as the market for hospitality is more saturated.

The table below sets forth a comparison to other publicly listed developers in Egypt, as based onManagement research and competitors’ reported financial information:

TMG Palm Hills SODIC

Majority Shareholder . . Family Owned Family and Diversified ShareholdingInstitutionally Owned

Target Segment . . . . . . Medium-High Medium-High Medium-HighEstimated Land Bank

(million m2) . . . . . . . 43.2 23.2(1) 9.7Land bank

Concentration . . . . . . Predominantly East East and West Cairo East and West Cairo,Cairo and North Coast and North Coast

Business SegmentsResidential . . . . . . . . Yes Yes YesOffice . . . . . . . . . . . . No No YesRetail . . . . . . . . . . . . Yes No YesHospitality . . . . . . . . Yes No No

Note:

(1) Includes land held for sale.

Human Resources

Emaar Misr’s human resources department oversees the recruitment, training and retention of employees.Emaar Misr focuses on assisting its employees to achieve a high standard of work performance by studyingfactors affecting employee performance, providing incentives for employees, developing professionalgrowth opportunities, building strong and effective teams, sharing ideas and disseminating best practices.

Since 2010, the number of employees at Emaar Misr has nearly doubled to approximately 426 full-timeemployees as of 31 March 2015. Additionally, most key employees have been with Emaar Misr for morethan five years. Management seeks to employ talent from both domestic and international markets. Inaddition, the human resources department offers development programmes to employees to supplementtheir job training and expertise. Programmes are offered both in-house and through external trainingprogrammes to further develop talent. Emaar Misr plans to implement a stock option plan to motivate andretain management and offers various benefits to employees including medical and life insurance, schoolallowance, discounts, transportation, bonuses, internal loans and gratuity systems.

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Employees

As of 31 March 2015, Emaar Misr had 426 full-time employees. The following table sets for the generalcategories and corresponding number of employees:

As of As of 31 December31 March2015 2014 2013 2012

Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 13 16Design/Engineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 41 38 24Sales and Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 89 88 75Finance/Controls/Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237 234 202 182Construction Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 33 32 30Total number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 426 414 376 338

See ‘‘—Legal Proceedings—Employment Disputes’’.

Property, Facilities and Offices

Emaar Misr’s land bank amounts to approximately 15.4 million square metres as of the date of thisOffering Memorandum. See ‘‘—Description of Projects’’.

Emaar Misr’s corporate headquarters are located at the Cairo, Mokattam 11571, Egypt. Emaar Misrmaintains a number of sales offices at strategic locations including a sales headquarters in Uptown Cairo,complete with the Street of Dreams, offering fully furnished residential units. Other sales offices are inHeliopolis (located on a strategic main street known for its high traffic rates and serving the East Cairomarket which represents a major part of Emaar Misr’s target customers), Mohandessin (aimed at servicingthe West Cairo market and located on a busy and well known street), Marassi (located in Marassi’s popularbeach clubhouse), Mivida (a sales centre planned to be opened in Midiva’s business park to cater to theNew Cairo market, a market with growing demand for Mivida) and Dubai (increasing the reach of EmaarMisr’s sales).

Regulatory Matters

Emaar Misr’s operations are subject to national and local laws, some of which require that Emaar Misrmaintains certain governmental permits and licences. Regulatory approval and permits are generallyrequired and issued during two stages of the development of a project. Emaar Misr seeks to obtain allregulatory approvals at the relevant stages of the projects. Approval of a project’s master plan is requiredto ensure compliance with building regulations of the relevant authority, and permits are required duringthe construction phase to ensure structural integrity as well as compliance with building regulations.

Construction laws in Egypt are evolving with the growth in the construction sector. Currently, theConstruction Law requires, among other things, that design plans be approved by a licenced engineer to besubmitted to the competent administrative authority (NUCA for new urban communities and the GeneralAuthority for Tourism Development for touristic areas) for obtaining the building licence and that thelicencee under each project obtains insurance covering its statutory liability. Violations of the ConstructionLaw are subject to criminal sanctions ranging from fines to imprisonment (depending on the gravity of theviolations). Management believes that Emaar Misr’s operations conform to Egyptian industry safetystandards applicable to its construction operations through the implementation of what Managementbelieves are appropriate safety measures on its construction sites.

Presidential Decree No. 339 of 2000 established EGYPTERA. EGYPTERA is mandated to grant licencesrelating to, among other things, electricity distribution. Emaar Misr currently holds a valid electricitydistribution licence for one of its developments, namely, Project Marassi.

Emaar Misr’s operations are also subject to various environmental laws and regulations. For example,Environmental Law No. 4 of 1994 (the ‘‘Environmental Law’’) requires developers to submit anenvironmental impact assessment (study) and obtain environmental approval thereof prior to proceedingwith the project. The developer is also required to abide by all Environmental Law provisions relating toenvironmental protection that are relevant to the developer’s activity all through the life of the project. Adeveloper who causes environmental damage is required to compensate those injured for damages. TheEnvironmental Law also provides for detailed restrictions on the use, transportation, handling and disposalof hazardous wastes and materials and sets forth regulations concerning emission control standards, zoning

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restrictions and use of pesticides. The Egyptian Environmental Affairs Agency (the ‘‘EEAA’’), whichenforces the Environmental Law, is authorised to issue fines for violations, and, in extreme cases, seekprosecution of violators. Management believes that its environmental compliance records and proceduresare in line with those of real estate developers in Egypt.

Additional environmental regulations must be complied with and specific approval obtained forconstruction within 200 metres of the coast line. Construction that could affect the natural coast line mustbe approved by the Egyptian General Authority for Coasts Preservation and the EEAA. Anyenvironmental issue that may arise during the course of development of a project is addressed with theappropriate environmental authority. To date, approval for the environmental impact assessment forProject Marassi has not been obtained. Management believes that the development is in line with marketpractices for real estate developers in the North Coast.

Intellectual Property Rights

Emaar Misr entered into a trademark licence agreement with Emaar Properties on 31 May 2015 (the‘‘Licence Agreement’’) pursuant to which Emaar Properties granted to Emaar Misr a royalty-free,non-exclusive licence to use certain intellectual property rights owned by Emaar Properties in Egypt,including the following trademarks: the words ‘‘Emaar’’, ‘‘Marassi’’ and ‘‘Mivida’’ in Latin and Arabicletters, the word ‘‘Egypt Mall’’ in English letters, the ‘‘Emaar’’ and ‘‘CA’’ logos, and the ‘‘Uptown Cairo’’logo in English and Arabic, copyrights, designs (whether registered or not), utility models, businessmethods, marketing and sales know-how, corporate name and logo, goodwill, and trade dress and designfor, as well as any proprietary rights related to the use, marketing and sale of, products and services byEmaar Misr in Egypt. For further details relating to the Licence Agreement, see ‘‘Material Contracts—Licence Agreement with Emaar Properties’’.

Information Technology

Emaar Misr operates an information technology network designed and constructed by Emaar Propertiesfor use by companies in the Emaar Group. The network serves corporate operations, development andcustomer interface systems. Using a customised intranet and extranet portal, the information technologynetwork improves product services through delivering a convenient, easy-to-use interface to corporateusers, customers and prospective buyers.

Legal Proceedings

Emaar Misr and certain of its executives and directors are subject to a number of legal, regulatory andadministrative proceedings arising in the ordinary course of Emaar Misr’s business. Although Managementdoes not believe that any one existing or threatened judicial proceeding or arbitration could have amaterial adverse effect on Emaar Misr, because of the nature of these matters (and in particularmisdemeanour criminal proceedings), Emaar Misr is not able to predict their final outcomes, some ofwhich may be unfavourable to Emaar Misr. As of 31 March 2015, Emaar Misr recorded EGP 1,685,775 inprovisions for litigation and legal claims. As of the date of this Offering Memorandum, the aggregateimpact of the legal proceedings to which Emaar Misr is a party is estimated to be EGP 4.9 million. Theprimary existing disputes, litigation and arbitration proceedings involving Emaar Misr are described below.See ‘‘Risk Factors—Risks Related to Emaar Misr’s Business and Industry—Emaar Misr would be affected byany damage to the ‘‘Emaar’’ brand’’ and ‘‘Risk Factors—Risks Related to Emaar Misr’s Business andIndustry—Emaar Misr and certain of its executives and directors are and may continue to be party to civil andcriminal misdemeanour legal proceedings, the outcome of which is uncertain’’.

Misdemeanour Criminal Cases

Under Egyptian law, criminal proceedings may be initiated directly by an individual plaintiff in connectionwith certain types of misdemeanours for which the law permits settlement or conciliation pursuant to theCode of Criminal Procedures. These proceedings may be initiated without any investigation orrecommendation to prosecute by any state investigative or prosecutorial body. When brought against acorporate entity, the proceedings are instituted against the chairman or chief executive of the entity as theentity’s legal representative. Direct misdemeanour criminal proceedings may be brought before the firstinstance criminal courts and can result in a conviction in absentia under certain circumstances. Convictionmay result in a prison sentence in addition to monetary penalties.

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According to Egyptian Law, once the accused objects to a judgment rendered in absentia during theapplicable time frame for such objection, the accused is granted the right to a retrial by the first instancecourt, and the judgment rendered in absentia is cancelled and replaced by the judgment rendered in theretrial in the presence of the accused.

Like many businesses operating in Egypt, Emaar Misr and its senior management team has been thesubject of direct misdemeanour criminal cases. In Emaar Misr’s case, these cases have alleged fraud underArticle 336 of the Penal Code and/or breach of trust in connection with the termination of contracts topurchase units in various Emaar Misr projects. In May 2015, Emaar Misr settled one such case and as ofthe date of this Offering Memorandum Emaar Misr and its senior executives are currently contesting twoadditional cases. These three cases are described below. Because criminal proceedings may be initiated inabsentia, there may be other cases in process of which the Company and its senior executives are unaware.

• Appeal of misdemeanour No. 59899 for the year 2014 was filed before the Nasr City MisdemeanourCourt of Appeal appealing the judgment rendered in misdemeanour no. 59899 for the year 2014, NasrCity (misdemeanour) in favour of Ossama El Nagar as claimant against Emaar Misr’s Chairman andEmaar Misr’s Managing Director. The Chairman was declared innocent but the Managing Directorwas sentenced to imprisonment of one year.

This case, which is currently on appeal, arises from a dispute between Ossama El Nagar and EmaarMisr over the purchase of a residential unit in Project Mivida. According to Management, theclaimant wrote payment checks from his account on behalf of two buyers, whom he represented.When one of the cheques bounced (which is a misdemeanour under Egyptian law) and the buyers didnot pay the required amount Emaar Misr cancelled the purchase application.

Ossama El Nagar considered Emaar Misr’s cancellation to constitute ‘fraud’ and commenced a directmisdemeanour case against the Chairman and the Managing Director of Emaar Misr. According toEmaar Misr’s management, Ossama El Nagar commenced this case without using proper noticeprocedures and in a court that did not have jurisdiction over the case. Nonetheless, the court renderedan in absentia judgment in favour of Ossama El Nagar and sentenced both the Chairman and theManaging Director to one year of imprisonment. When Emaar Misr objected to this judgment, thesame court held the retrial, and acquitted the Chairman and sentenced the Managing Director to oneyear of imprisonment. The Managing Director appealed the judgment.

While the appeal was pending, Emaar Misr settled this dispute on behalf of the Managing Directorwithout making any monetary payments but rather by rescheduling the customer’s instalmentpayments. This settlement will be notified to the court in the next court session scheduled to takeplace on 2 June 2015. It is expected that the case will be dismissed as a result.

• Objection No. 17717 for the year 2015 was filed before the Nasr City Misdemeanour Courtchallenging the judgment rendered in absentia in favour of Essam Kamal as claimant against theManaging Director of Emaar Misr. The Managing Director was sentenced to imprisonment for twoyears and a bail of EGP 10,000.

According to Management, Essam Kamal purchased a unit in Project Marassi and paid the downpayment. The remainder of the price was to be paid in instalments. Five instalments were not paidwhen they fell due. The cheques corresponding to the instalments bounced. Emaar Misr notifiedEssam Kamal to pay the due amounts within a week of the notification. Essam Kamal did not pay suchamounts, and Emaar Misr terminated the sale agreement.

Essam Kamal considered Emaar Misr’s termination as ‘fraud’ and commenced a direct misdemeanourcase against the Managing Director of Emaar Misr without using proper notice procedures and in acourt that did not have jurisdiction over the case. Nonetheless, the court rendered an in absentiajudgment of two years of imprisonment against the Managing Director.

This judgment is subject to objection and a retrial has been scheduled for 24 June 2015 to hear theobjection.

• Objection No. 17718 for the year 2015 was filed before the Nasr City Misdemeanour Courtchallenging the judgment rendered in absentia in favour of Mohamed Yasser Lotfy as claimant againstthe Managing Director. The Managing Director was sentenced to imprisonment of two years and abail of EGP 10,000.

According to Management, Mohamed Yasser Lotfy purchased a unit in Project Marassi and paid the

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down payment. The remainder of the price was to be paid in instalments. Mohamed Yasser Lotfy didnot pay the remainder of the instalments. Therefore, Emaar Misr terminated the sale agreement andrepossessed the unit. Subsequently, Mohamed Yasser Lotfy repurchased the same unit from EmaarMisr. However, the price of the unit was higher than under the first sale agreement. In addition to theabove, Mohamed Yasser Lotfy purchased another residential unit from Emaar Misr and there was adifference of 140 square metres between the area set forth in the sale agreement and the actual areaof the purchased unit.

Mohamed Yasser Lotfy considered the above as ‘fraud’ and commenced a direct misdemeanour caseagainst the Managing Director without using proper notice procedures and in a court that did nothave jurisdiction over the case. Nonetheless, the court rendered an in absentia judgment of two yearsof imprisonment against the chief executive officer.

This judgment is subject to objection and a retrial has been scheduled for 25 June 2015 to hear theobjection.

Project Marassi Land Disputes

Various individuals and entities claim title over the land owned by Emaar Misr located on Project Marassiand have filed lawsuits to enforce their claims. The main lawsuits are discussed below, including thosewhich have been rejected by the courts and those which are still being adjudicated:

Dispute with the Matrouh Governorate

On 18 February 2007, Emaar Misr purchased the Sidi Abdul Rahman hotel and its surrounding land fromthe HOTAC and EGOTH. Emaar Misr commenced the development of Project Marassi on the purchasedland and submitted an application to register the title to the land in its name. In 2009, the MatrouhGovernorate objected to the registration of title on the basis that the land was owned by the MatrouhGovernorate and not HOTAC. Subsequently, Emaar Misr challenged the Matrouh Governorate’s decisionbefore the Ministerial Committee for Settlement of Investment Disputes. Following a hearing on30 August 2014, the committee issued a decision in favour of Emaar Misr and ordered the MatrouhGovernorate to approve the land sale to Emaar Misr. On 24 December 2014, the Matrouh Governoratesubmitted a letter to the relevant land registry confirming its non-objection to Emaar Misr’s proceedingwith the registration procedures for the land. As of the date of this Offering Memorandum, Emaar Misr isin the process of registering the title to the land.

Lawsuits filed by Waleed Tawfeek Sadek

• Case number 20 for the year 2012 was filed before the Summary Civil Matrouh court by WaleedTawfeek Sadek who requested to appoint a judicial sequestrator on the Sidi Abdul Rahman land. On31 January 2013, the court rejected the claim and ordered the claimant to pay the proceedings’expenses. This case was appealed under appeal number 14 for the year 2013 and was ultimatelyrejected by the appellate court on 31 March 2014. The judgment is final and non-appealable and, todate, no challenge has been filed with the court of cassation.

• Case number 78 for the year 2011 was filed before the Civil Matrouh court by Waleed Tawfeek Sadekwho sought to cancel the land deeds n. 130/1976 and n. 183/1988 whose subject matter is thepresidential decree n. 215 for the year 1976 allocating the Sidi Abdul Rahman land to EGOTH andrequested to hand over the plot of land and all buildings constructed thereon to the claimant. On25 November 2013, the court dismissed the claim and ordered the claimant to pay the proceedings’expenses. The claimant later filed an appeal under appeal number 20 for the judicial year 70 (2014).On 29 December 2014, the appellate court rejected the appeal and confirmed the judgment of thecourt of first instance. The judgment is final and non-appealable and, to date, no challenge has beenfiled with the court of cassation.

• Case number 16 for the year 2011 was filed before the Summary Matrouh court by Waleed TawfeekSadek who sought to suspend the development of Project Marassi. On 27 December 2012, the courtrejected the claim on jurisdictional grounds and ordered the claimant to pay the proceedings’expenses. Waleed Tawfeek Sadek appealed the judgment under appeal number 10 for the year 2013.On 25 January 2013, the appellate court rejected the appeal. The judgment is final andnon-appealable and, to date, no challenge has been filed with the court of cassation.

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• Case number 154 for the year 2012 was filed before the Civil Matrouh first instance court by WaleedTawfeek Sadek who sought the validity and enforceability of the contract dated 1 April 2004. TheCourt rejected the claim. This judgment was appealed under appeal number 163 for the judicial year70 (2014). On 23 February 2015, the appellate court rejected the appeal. The judgment is final andnon-appealable and, to date, no challenge has been filed with the court of cassation.

Lawsuits filed by El Safa Company for Commercial Investments

• Case number 24 for the year 2010 was filed by El Safa Company before the first instance civil court ofMatrouh who sought to cancel the land deeds n. 130/1976 and n. 183/1988 and requested to return theownership of the land to the claimant. A hearing is scheduled for 26 October 2015 for the expert tosubmit his report. The case is pending before the court of first instance.

• Summary case number 1 for the year 2010 was filed by El Safa Company before the SummaryMatrouh court who sought to suspend the development of Project Marassi on the same grounds ascase number 24 for the year 2010. The Court has rejected the claim.

Lawsuits filed by Abdel Gawwad Younes

• Case number 363 for the year 2011 was filed by Abdel Gawwad Younes before the civil Matrouh courtwho sought to suspend the development of the works on the land and to cancel the registration of theland deed n. 130/1976 in relation to presidential decree number 215 for the year 1976 allocating theSidi Abdul Rahman land to EGOTH. On 28 December 2014, the court rejected the claim. AbdelGawwad Younes filed appeal number 82 for the judicial year 71 before the Alexandria Court ofAppeal. The next session will be held on 26 July 2015 for notifying of the appeal writ.

• Case number 8580 for the judicial year 66 (2012) filed by Abdel Gawwad Younes before the StateCouncil (Alexandria administrative court) challenging the decision not to prevent development worksin relation to Project Marassi and the cancellation of the decision not to stop reliance on land deedno. 130/1976 and any consequential actions or contracts. A session was scheduled on 24 January 2015for submission of the commissioner’s report. The case is pending.

Lawsuits filed by Allam Abdel Rahman

• Case number 8151 for the judicial year 60 (2005) was filed by Allam Abdel Rahman before the StateCouncil (Cairo administrative court) who sought to cancel the presidential decree number 215 for theyear 1976, pursuant to which the title to the land was transferred to EGOTH. The case is still pendingand, as of the date of this Offering Memorandum, no hearing has been scheduled.

• Case number 43522 for the judicial year 66 (2012) was filed by Allam Abdel Rahman before theadministrative court who sought to cancel the land sale agreement between Emaar Misr and EGOTHand the presidential decree number 215 for the year 1976 allocating the Sidi Abdul Rahman land toEGOTH. On 27 January 2015, the court found that it lacked jurisdiction and referred the matter tothe South of Cairo Court. The case has not yet been enrolled with the South of Cairo Court.

Lawsuits filed by Nadia Fouad Mohamed Ahmed

Case number 4224 for the judicial 54 (1998) was filed by Nadia Fouad Mohamed Ahmed before theAlexandria’s Supreme Appeal Court who sought to obtain the ownership over 60 feddans (approximately252,000 square metres) of the Sidi Abdel Rahman land and the cancelation of the registered deedsnumber 130 for the year 1976 and 183 for the year 1988 and any consequential actions thereto. A hearing isscheduled for 12 September 2015 for the expert to submit his report. The case is still pending.

Lawsuits filed by Hashem Hamed

Case number 12200 for the judicial year 65 (2011) was filed by Hashem Hamed before the State Council(Alexandria administrative court) who sought to challenge the decision of not handing over the Sidi AbdelRahman land to the Matrouh Governorate based on the non-legality of the Sidi Abdul Rahman land byEmaar Misr from EGOTH and the cancelation of any consequential actions thereto. The case is pendingand, as of the date of this Offering Memorandum, no hearing has been scheduled.

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Lawsuits filed by Gadallah Mahmoud

Case number 104 for the year 2014 was filed by Gadallah Mahmoud before the Matrouh First InstanceCivil Court who claimed the title to the land and transfer of 200 feddans (approximately 840,000 squaremetres) of the Sidi Abdel Rahman land plot and the cancellation of other ownerships at the notary public.On 30 May 2015, a favourable judgment was rendered rejecting the case.

Cairo Gate Land Disputes

On 16 November 2006, certain members of Aida Abdel Nasser’s family along with Aida Abdel Nasser andEmaar Misr entered into preliminary sale agreements comprising approximately 109,200 square metres ofland that is intended for the Cairo Gate project. Emaar Misr paid half of the purchase price on the date ofsigning and the remaining balance will be paid upon registration of the sale agreement. However, the soldland includes approximately 46,200 square metres of land that were subsequently determined to be ownedby a third-party. Emaar Misr filed judicial misdemeanour claims number 3548 for the year 2009 and 16557for the year 2009 against the sellers of the land for the sale of third-party property and withheld payment ofthe balance of the sale price. Emaar Misr is in the process of negotiating with the sellers to replace thisdisputed land with alternate land that is adjacent to the rest of the proposed Cairo Gate project. EmaarMisr plans to pay the balance of the purchase price into an escrow account, from which it will only bereleased upon registration of title to the net area of 63,000 square metres.

Disputes Relating to Sales of Residential Units

Approximately 33 legal proceedings have been initiated since 2010 either by or against Emaar Misr inrelation to alleged breaches of contractual obligations under the purchase agreements relating to the saleof residential units. The disputes are pending before the civil courts of the districts of South and NorthCairo and Matrouh and the Khalifa Partial Court. As a defendant in those proceedings, Emaar Misr isgenerally facing claims by customers for failure or delay to deliver residential units and requests for courtsto order payment of compensatory damages, specific performance and/or contract rescission. As a plaintiffin those proceedings, Emaar Misr generally seeks contract rescissions and retention of 20% of thepurchase price of units due to alleged failure or payment delay by customers.

Employment Disputes

As of the date of this Offering Memorandum, Emaar Misr is party to approximately eight legalproceedings in the ordinary course of business before civil courts of the districts of South and North Cairoand Matrouh for unfair or wrongful dismissal or transfer by Emaar Misr of its employees and relatedpayment of compensatory damages.

Arbitration Dispute

Emaar Misr is a party to an ad-hoc arbitration proceeding initiated on 29 May 2014, by Premix for ReadyMix Concrete. The tribunal is constituted of three arbitrators, and the parties agreed on the proceduralhearing that all hearings shall be held at the Cairo Regional Center for Commercial InternationalArbitration (venue of arbitration) and the dispute shall be governed by the Egyptian law. The claimant inthose proceedings alleges a breach of contractual obligations by Emaar Misr under a memorandum ofunderstanding dated 18 March 2008 and another contract for land use installation of concrete batchingplants on sites without specifying any monetary claims. The claimant did not quantify the alleged damages,and requested the tribunal to appoint an expert to perform this exercise. The arbitral tribunal wasconstituted on 13 August 2013. The arbitral tribunal held its first session on 29 May 2014 (first proceduralhearing). On 11 December 2014, Emaar Misr submitted its response to the claim and its counterclaim foran amount of EGP 13,461,430. The claimant’s response to Emaar Misr’s counterclaim was submitted.Emaar Misr will submit its rejoinder in September 2015.

Insurance

Management believes that Emaar Misr’s insurance coverage for all material aspects of its operations iscomparable to or in excess of that of Egyptian companies in the sector in which Emaar Misr operates.Insurance for each project under development is provided by Emaar Misr, as required by Egyptian law.Under Egyptian law, both the construction contractor and the architect of a project are jointly liable forany harm or loss caused by any defect in construction for 10 years from the date construction is completed.The coverage that Emaar Misr maintains insures Emaar Misr against this liability, and also covers Emaar

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Misr for harm or loss caused by natural disasters while a project is under development. The third-partysub-contractors employed by Emaar Misr are responsible for insuring their construction employees againstinjury. Emaar Misr also maintains insurance coverage for the leisure clubs and other infrastructure that arepart of its developments.

Employee Share Option Plan

On 26 January 2015, an Extraordinary General Meeting of Emaar Misr approved amendments to theStatutes allowing the Board of Directors, subject to an approval of the shareholders, to create an employeeshare option plan (‘‘ESOP’’) as provided in the Egyptian Companies Law by way of (i) granting freeOrdinary Shares; (ii) sale of Ordinary Shares under preferable conditions; or (iii) a promise to sellOrdinary Shares upon the lapse of a certain period of time and the fulfilment of certain conditions. EmaarMisr intends to create the ESOP by way of granting free shares.

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MATERIAL CONTRACTS

The following are contracts that have been entered into by the Company that contain provisions underwhich the Company has an obligation or entitlement that is material to the Company as of the date of thisOffering Memorandum.

Land and Property Contracts

Uptown Cairo: Preliminary Sale Agreement

On 10 August 2005, Emaar Misr and El Nasr Company entered into a preliminary sale agreement for theacquisition by Emaar Misr of a plot of land at the Zahraa El Mokattam hill, comprising a total area ofapproximately 4,000,000 square metres. In accordance with the Cairo governorate decree No. 501 for 2008approving the master plan for Project Uptown Cairo, the area of the land subject to the master plan was4,531,029 square metres.

The preliminary sale agreement permits Emaar Misr to develop the land after obtaining the necessaryapprovals of a proposed master plan. The Cairo Governorate approved the Uptown Cairo master plan inMarch 2008 and approved further amendments in October 2014. As of the date of this OfferingMemorandum, Emaar Misr has submitted certain changes to the master plan that are still pendingapproval. The Uptown Cairo master plan provides for residential, retail, commercial and hospitality areasthat will include a school and medical centre, a business park, hotels, retail stores, leisure developmentsand an 18-hole golf course, in addition to Emaar Square, an outdoor retail and lifestyle venue. Under theterms of the agreement, Emaar Misr is required to construct infrastructure and road networks for theproject. See ‘‘Description of Emaar Misr—Projects under Development—Project Uptown Cairo’’. Anyamendments to Uptown Cairo’s master plan must be approved by the Cairo Governorate. Under thepreliminary sale agreement, Emaar Misr may dispose of the land or any part thereof, provided thepurchase price is paid in full and that Emaar shall remain liable to El Nasr Company with respect to thedevelopment obligations. Both El Nasr Company and the Egyptian government retain a right of inspectionon the land, to ensure Emaar Misr meets its development obligations. Emaar Misr is obliged to completethe project within approximately six years from the date of obtaining all required building permits andconnection of main utilities.

Subject to the payment of an additional EGP 19 million for an increase in the land area as per a surveyreport which have not been claimed by the seller, Emaar Misr has paid the purchase price for the land infull. El Nasr Company has not yet transferred the land title to Emaar Misr. Emaar Misr is in the process ofregistering title to the land in coordination with the seller and the Governorate of Cairo.

Marassi: Preliminary Sale Agreement

On 18 February 2007, Emaar Misr as acquirer, HOTAC as seller and EGOTH as endorsing party andprevious owner of the land entered into a preliminary sale agreement for Emaar Misr’s acquisition of theSidi Abdel Rahman land plot and Al Alamein Hotel located at Sidi Abdul Rahman, North Coast,Matrouh. The total area of the land is 6,244,431 square metres. On 26 September 2011, HOTAC andEGOTH entered into an addendum to the preliminary sale agreement for the acquisition of an additionalland of an area of approximately 217,115 square metres.

The preliminary sale agreement permits Emaar Misr to develop the land after obtaining the necessaryapprovals of a proposed master plan. The preliminary approvals on the project were obtained from theGovernorate of Matrouh, the Ministry of Tourism and the prime minister of Egypt in the last quarter of2007. The Marassi master plan provides for the development of a beach resort, residential units, a towncentre, a medical centre, an entertainment centre, an 18-hole golf course and spas as well as a marina.Under the terms of the agreement, Emaar Misr is required to retain the existing hotel on the land and itsemployees and establish and manage at least 3,000 hotel keys on the property. See ‘‘Description of EmaarMisr—Projects under Development—Project Marassi’’. The Engineering department of Alalamein District,Governorate of Matrouh approved Marassi’s master plan in 2013 and any amendments to it must beapproved by the Governorate of Matrouh, the Ministry of Tourism and the prime minister of Egypt. Underthe preliminary sale agreement, Emaar Misr may dispose of the land or any part thereof, provided that thesuccessor shall assume all of Emaar Misr’s development obligations, which Emaar Misr will continue toremain liable for after disposal of the land. Both HOTAC and the Egyptian government retain a right ofinspection on the land, to ensure Emaar Misr meets its development obligations. Emaar Misr is obliged tocomplete the project within approximately 5.5 years from conducting all the required land studies and

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obtaining required building permits. Outstanding approvals on the land include the authorisations relatedto the marina, the maximum height reference point and environmental approvals.

Emaar Misr has paid the purchase price in full when it obtained the rights to the land in 2006, but HOTAChas not yet transferred land title to Emaar Misr. Emaar Misr is in the process of registering title to theland, see ‘‘Description of Emaar Misr—Projects under Development—Project Marassi’’. Remaining feesrelated to the land include approximately EGP 13 million of costs related to the Marassi Southland asset tobe paid upon registration of the land.

Mivida: Preliminary Sale Agreement

On 3 September 2006, Emaar Misr and NUCA entered into a preliminary sale agreement for theacquisition of land plot number 16 East Louts section—New Cairo, the Mivida land development project.The area of the plot of land was amended through a letter dated 14 April 2009, bringing Project Mivida toa total area of 3,745,854.59 square metres.

The preliminary sale agreement permits Emaar Misr to develop the land after submitting a master plan forapproval to the Egyptian Ministry of Housing, Utilities and Urban Development (the ‘‘Ministry ofHousing’’). The Mivida master plan, as approved by the Ministry of Housing on May 2008, provides for thedevelopment of residential, retail, commercial and hospitality areas that will include amenities, a businesspark, a hotel and a town centre with boulevard-style shopping, in addition to Mivida Downtown which willfeature retail, office space, medical and educational facilities and a hotel. See ‘‘Description of Emaar Misr—Projects under Development—Project Mivida’’. Amendments to the master plan were approved by theMinistry of Housing in February 2009 and any further amendments must be approved by the Ministry ofHousing. Under the preliminary sale agreement, Emaar Misr is prohibited from offering any units for salewithout obtaining NUCA’s approval (provided that the preliminary sale agreement entered into betweenNUCA and Emaar Misr is signed and NUCA issues the master plan decree) or disposing of the land priorto the payment of the full purchase price and completion of the project.

Emaar Misr paid an advance payment on the land in February 2006 and the remainder of the purchaseprice is scheduled to be made over seven instalments. As of the date of this Offering Memorandum, EmaarMisr has paid four instalments and the outstanding amount is approximately EGP 931 million. Of thisoutstanding amount, 15% is expected to be paid in 2015, 26% is expected to be paid in 2016 and theremainder in 2017 (excluding interest). Any delay in payment will result in interest rate charges applied bythe National Investment Bank and if the subsequent instalment is not paid, all instalments automaticallybecome due. If Emaar Misr defaults on the payments, NUCA is entitled to rescind the agreement.

NUCA is entitled to monitor the construction of Project Mivida by making periodic inspection visits. IfEmaar Misr violates any of its development obligations, NUCA is entitled to suspend construction worksand instruct Emaar Misr to rectify the violations within a certain timeframe, which is enforceable throughadministrative means. Additionally, if NUCA determines that Emaar Misr’s resources are inadequate tocomplete the project, it is entitled to amend the land allocation and the preliminary sale agreement orwithdraw the land allocation entirely. The project is expected to be completed in 2019, see ‘‘Risk Factors—Risks Relating to Egypt and the MENA Region’’.

As of the date of this Offering Memorandum, the land has been handed over to Emaar Misr. NUCA has alien over the land until the purchase price is fully paid. If Emaar Misr completes the development of aparticular stage of the master plan and has paid the corresponding price for that stage, NUCA maytransfer title to Emaar Misr for that part of the land upon request from Emaar Misr. If Emaar Misr fails toacquire title to the land, perform its development obligations or make payment on the land, NUCA mayclaim right to the land. Under the preliminary sale agreement, Emaar Misr has waived its legalpre-emption right to NUCA’s sales of any land adjacent to Project Mivida. Outstanding required approvalsinclude a ministerial decree regarding the revised master plan. Title to the land has not yet been registeredto Emaar Misr and Emaar Misr may not begin the registration process until full payment is made, see‘‘Description of Emaar Misr—Projects under Development—Project Mivida’’.

Cairo Gate: Preliminary Sale Agreements

Emaar Misr acquired the land that is intended for the Cairo Gate development project through thefollowing preliminary sale agreements:

On 30 August 2005, Emaar Misr and Arab Contractors for Investments SAE entered into a preliminarysale agreement comprising 244,790 square metres of land that is intended for the Cairo Gate project. The

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sold land includes 18,750 square metres of land that was expropriated by Prime Minister decree No. 1142of 1994. Emaar Misr was assigned the right to receive any compensation arising from the area and paid thepurchase price in full. The net area in Emaar Misr’s possession under this preliminary sale agreement is226,040 square metres.

On 11 April 2006, Emaar Misr and Commercial International Bank entered into a preliminary saleagreement comprising approximately 327,950 square metres of land that is intended for the Cairo Gateproject. The sold land includes a part of the Cairo—Alexandria desert road with an area of approximately6,750 square metres under the possession of the government. Emaar Misr was assigned the right to receiveany compensation arising from the expropriation of the said area and paid the purchase price in full. Inaddition, Emaar Misr has disposed of approximately 8,400 square metres of this land. The net area inEmaar Misr’s possession under this preliminary sale agreement is 313,000 square metres.

On 16 November 2006, Aida Abdel Nasser, members of her family and Emaar Misr entered intopreliminary sale agreements comprising approximately 109,200 square metres of land that is intended forthe Cairo Gate project. Emaar Misr paid half of the purchase price on the date of signing and theremaining balance will be paid upon registration of the sale agreement. However, the sold land includesapproximately 46,200 square metres of land that were subsequently determined to be owned by a third-party, see ‘‘Description of Emaar Misr—Legal Proceedings—Cairo Gate Land Disputes’’. Emaar Misr is inthe process of negotiating with the sellers to replace this disputed land with alternate land that is adjacentto the rest of the proposed Cairo Gate project. Emaar Misr plans to pay the balance of the purchase priceinto an escrow account, from which it will only be released upon registration of title to the net area of63,000 square metres.

Emaar Misr is obliged to pay change of activities fees in order to obtain a permit to carry out constructionand development activities on the land comprising Cairo Gate. Emaar Misr has currently suspended theregistration of title process until a decision is made with regard to payment of the change of activities fees.On 15 June 2010, Prime Minister Decree No. 1702/2010 expropriated an additional 18,550 square metresof the land.

Licence Agreement with Emaar Properties

Pursuant to the Licence Agreement with Emaar Properties, Emaar Properties granted to Emaar Misr aperpetual, royalty-free, non-exclusive licence to use intellectual property rights owned by Emaar Propertiesin Egypt, including the following trademarks: the words ‘‘Emaar’’, ‘‘Marassi’’ and ‘‘Mivida’’ in Latin andArabic letters, the word ‘‘Egypt Mall’’ in English letters, the ‘‘Emaar’’ and ‘‘CA’’ logos, and the ‘‘UptownCairo’’ logo in English and Arabic (collectively, the ‘‘Trademarks’’), copyrights, designs (whetherregistered or not), utility models, business methods, marketing and sales know-how, corporate name andlogo, goodwill, and trade dress and design for, as well as any proprietary rights related to the use,marketing and sale of, products and services by Emaar Misr in Egypt (collectively, with the Trademarks,the ‘‘IP Rights’’).

Pursuant to the Licence Agreement, Emaar Misr will not pay any royalty or fee, in any form, inconsideration for the grant by Emaar Properties of the licence to use the IP Rights, provided that EmaarProperties remains, whether directly or indirectly, a 51% shareholder of Emaar Misr. Under the LicenceAgreement, Emaar Misr may not grant any sub-licence for the use of the IP Rights, or assign the LicenceAgreement or any part of it, without the prior written consent of Emaar Properties. Emaar Misr may notacquire any interest, title or ownership right with respect to the IP Rights, which shall be the exclusiveproperty of Emaar Properties.

During the course of the Licence Agreement, Emaar Misr is required to ensure that the marketing of itsproducts and services is consistent with the global brand of, and the marketing strategies employed by,Emaar Properties, and the use of IP Rights is consistent with any form laid down or method prescribed byEmaar Properties.

Emaar Misr will bear all costs related to the marketing and advertising of its services and products,including with respect to media advertisement, publicity and sales promotion, and advertising productionas well as all costs incurred for registering, maintaining, enforcing and protecting the IP Rights in Egypt,including against third-party claims as directed by Emaar Properties in its sole direction. Emaar Misr willalso bear all costs and expenses related to the registration, enforcement or eventual cancellation of theLicence Agreement in Egypt, and Emaar Misr’s compliance with all legal requirements arising out of thegrant of the licence to use the IP Rights in Egypt.

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Upon Emaar Properties’ instructions, Emaar Misr will take or assist Emaar Properties with any legalaction to protect the Trademarks against any infringement, unlawful registration or unfair competition, andwill notify Emaar Properties immediately upon becoming aware of any act involving such practices by thirdparties. Any damages awarded as a result of the foregoing legal action shall vest in and accrue for thebenefit of Emaar Properties.

The Licence Agreement may be terminated by mutual agreement between Emaar Misr and EmaarProperties. Additionally, Emaar Properties may terminate the Licence Agreement at any time andeffective immediately upon the occurrence of one of the following events: (i) Emaar Properties ceases tohold 51% of Emaar Misr’s share capital, (ii) Emaar Properties becomes wound up, through voluntaryaction or otherwise, (iii) the introduction of any legislation or regulation in Egypt limiting the rights ofEmaar Properties to appoint Emaar Misr’s directors or such directors’ rights to fully participate in thedecision making of Emaar Misr’s Board of Directors, or depriving any shareholder of Emaar Misr of any oftheir shares therein or the voting rights attached thereto and (iv) Emaar Misr committing a breach of theLicence Agreement without remedying such breach within one month of being informed thereof or beingstripped of any of its businesses or undertakings.

Facility Agreements

Emaar Misr is a party to certain credit facility agreements. For a description of the main terms of thoseagreements, see ‘‘Operating and Financial Review—Credit Facilities’’. Several of Emaar Misr’s creditfacilities include change of control restrictions which require Emaar Properties PJSC not to decrease itsshareholding in Emaar Misr, failing which Emaar Misr may be considered in default under the relevantcredit facility. Emaar Misr has obtained the relevant bank’s approval where such bank’s approval isrequired prior to a change in Emaar Misr’s shareholding structure.

Related Party Agreements

Emaar Misr has entered into certain agreements with certain members and affiliates of the Emaar Groupwhich are material to Emaar Misr. For a description of those related party arrangements, see ‘‘CertainRelationships and Related Party Transactions’’.

Agreements Relating to the Institutional Offering

For a description of the Underwriting Agreement entered into among Emaar Misr, the PrincipalShareholder and the Managers in connection with the Institutional Offering, see ‘‘Plan of Distribution—Underwriting Agreement’’.

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MANAGEMENT

Board of Directors

Emaar Misr is governed by its Board of Directors. Directors are generally elected for a term of three yearsor until their successors are elected and qualified. The Board of Directors is committed to practices ofcorporate governance in line with international best practices. The Board of Directors consists of eightmembers who have initially been appointed by Emaar Misr and subsequently will be elected by EmaarMisr’s shareholders. The Board of Directors is comprised of three independent non-executive directors,four Emaar Properties non-executive directors and one executive director. The Board of Directors willmeet at least once every three months.

The following table sets forth the current members of the Board of Directors of Emaar Misr:

Name Age Position Member since

Mohamed Ali Rashed Alabbar . . . . . . . 59 Non-executive Chairman representing 2007Emaar Properties PJSC

Mohamed El Dahan . . . . . . . . . . . . . . . 47 Managing Director, Executive Board 2015Member

Jamal Majid Bin Thaniah . . . . . . . . . . . 55 Non-executive Board member 2013representing Emaar Properties PJSC

Ahmed Jawa . . . . . . . . . . . . . . . . . . . . 58 Non-executive Board member 2011representing Emaar Properties PJSC

Fadel Abdulbaqi Al Ali . . . . . . . . . . . . . 51 Non-executive Board member 2013representing Emaar Properties PJSC

Dr Ziad Ahmed Bahaa-Eldin . . . . . . . . 51 Non-executive Independent Board 2015member

Heba El Gabaly . . . . . . . . . . . . . . . . . . 40 Non-executive Independent Board 2015member

Tarek Abdalla . . . . . . . . . . . . . . . . . . . 37 Non-executive Independent Board 2015member

According to the Statutes and Egyptian Companies Law, the primary functions of the Board of Directorsare to manage Emaar Misr and undertake all matters not reserved by the Egyptian Companies Law andthe Statutes to the general meetings of the shareholders. The authority of the Board of Directors includesthe following:

• appoint the Chairman from among its members;

• appoint one or more managing directors from among its members;

• appoint one or more committees to undertake specific tasks from among its members;

• delegate powers to the Chairman, managing directors and/or committees;

• review and approve Emaar Misr’s financial statements for submission to the Ordinary GeneralMeeting of Emaar Misr; and

• ensure that the Board of Directors’ composition, structure, policies and processes meet all relevantlegal and regulatory requirements, including applicable corporate governance standards.

Egyptian Companies Law gives the Board of Directors broad powers to manage Emaar Misr, which powersinclude the following:

• review and approve the multi-year business plan and annual budget of Emaar Misr;

• review and approve major company transactions and investment projects of Emaar Misr;

• ensure high standards of company leadership and executive management succession planning;

• approve the remuneration policy for Emaar Misr and all stock-related compensation schemes;

• ensure that Emaar Misr maintains an effective system of internal controls designed to insure theintegrity of all financial and non-financial disclosures based on the recommendations of the AuditCommittee; and

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• ensure that the Board of Directors’ composition, structure, policies and processes meet all relevantlegal and regulatory requirements, including applicable corporate governance standards.

Biographies of the Members of the Board of Directors

Mohamed Ali Rashed Alabbar has served as Chairman of the Board of Directors of Emaar Misr since 2007.He started his career in 1981 with the UAE Central Bank and later worked as Director and GeneralManager of Al Khaleej Investments, Singapore, in 1987. He has held several senior positions in diversegovernmental organisations and businesses. Mr Alabbar was the founding Director General of the DubaiDepartment of Economic Development and served as a member of the Dubai Executive Council andDubai Economic Council. He served as the Vice Chairman of Dubai Aluminium Company (DUBAL) forover a decade from 1992 to 2003 contributing to the growth of Dubai’s non-oil sector, and was ExecutiveChairman of the Dubai World Trade Centre from 1992 to 2002, positioning the city in an internationaldestination for trade events, exhibitions and conferences. The founder and chairman of Dubai FinancialMarket, Mr Alabbar has served as Director on the Board of the Emirates Stock Exchange Authority,Dubai Chamber of Commerce and National Bank of Dubai (now known as Emirates NBD). Furtherunderlining the deep expertise he brings in diverse business sectors, he was chairman of Dubai Bank,Dubai Cable Company and Dubai Quality Board. He is currently the Chairman of Emaar Properties, aleading developer of iconic real estate. Mr Alabbar has a wealth of experience in developing large realestate developments that stimulate local economies and generate sustained economic growth. Mr Alabbargraduated in Finance and Business Administration from the Seattle University in the United States, wherehe holds an Honorary Doctorate and serves on the Board of Trustees.

Mohamed El Dahan has served on the Board of Directors since 2015, previously served as the ChiefExecutive Officer of Emaar Misr and has been with Emaar Properties since 2005, previously as head ofinternal audit, risk management and compliance. Mr El Dahan has experience in real estate, construction,financial and banking industries worldwide. He is also the Executive Officer—Group BusinessDevelopment & Operations at Emaar Properties PJSC. Mr El Dahan serves as a member of the Board ofDirectors of Emaar Industries and the Chairman of its Executive Committee. Prior to joining Emaar,Mr El Dahan held various Internal and External Audit Management positions within H.H. The Ruler’sCourt—Financial Audit Department in the UAE and The Central Auditing Organisation (CAO) in Egypt.Mr El Dahan holds a bachelor of arts in Accounting and a Post Graduate Diploma in Business andAccounting from American University in Cairo. He also holds professional designations in the fields ofinternal auditing, accounting, fraud and management. He has a CIA from the Institute of InternalAuditors, a CFE from the Association of certified fraud examiners and a CPA designation, from MontanaSociety of Certified Public Accountants in the USA. Additionally, he has completed the AdvancedManagement Program for Senior Management by INSEAD in France.

Jamal Majid Bin Thaniah has served as a Director and Vice Chairman of the Company since 2013 afterpreviously serving as a Non-Executive Director from October 2009. He joined Dubai Ports in 1981 and,from 2001, led Dubai Ports Authority. He also serves as a non-executive director of Etihad Rail (AbuDhabi) and as an independent non-executive director of Emaar Properties PJSC. He previously served as aDirector of Port & Free Zone World FZE and he remains one of the two representatives of Port FreeZone World FZE on the Board of DP World and a member of the nominations and governancecommittee. As vice chairman of global operator DP World, he plays a significant role in the developmentof DP World, supporting both the board and the company. Mr Bin Thaniah also holds several other seniorpositions, including group CEO of Ports & Free Zone World, the holding company of DP World,Economic Zones World and P&O Ferries, Vice Chairman of Istithmar World Holdings LLC and IstithmarWorld PJSC and Non-Executive Director of Union Railway Company (Abu Dhabi). Mr Bin Thaniah wasappointed as an independent non-executive director of Emaar Properties PJSC in April 2012. Mr BinThaniah is a regular participant and speaker at annual conferences in Europe and Asia. Mr Bin Thaniahwas awarded the ‘‘Personality of the Year’’ by Lloyd’s List in 2006. He holds a bachelor degree in BusinessAdministration, and has completed extensive training in the United Kingdom and Europe.

Ahmed Jawa has served on the Board of Directors since 2011. Mr Jawa established Starling HoldingLimited, a global investment group that deals with private equity and direct investments worldwide. Healso established Contracting and Trading Company (CTC), which oversees investment opportunities andoptions in the GCC region and the Middle East. His expertise, professionalism and contribution tointernational business were underscored in 1996 at the World Economic Forum in Davos, Switzerland,where he was honored as one of the Leaders of Tomorrow. Ahmed is credited with introducing a range ofWalt Disney licenced products to the Middle East markets through Disney-Jawa Enterprises, a joint

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venture between the Walt Disney Company and the Jawa family. As chairman of the joint venture, hesupervised the sales and marketing of Disney computer software, interactive multimedia, toys, homefurnishing, personal care products, consumer electronics, publishing and English and Arabic videos in theregion. Ahmed served as board member of Tricon Group, a United States based oil and securities tradingfirm from 1983 to 1991. He was also chairman of Stallions Home Video LLC, a video distribution companyin the Middle East, and spearheaded the anti-piracy initiative in the region. He is a board member ofEmaar Properties PJSC and chairman of its investment committee and a member of its nomination andremuneration committee. He is a board member and chairman of the nomination and remunerationcommittee of Emaar Economic City, a publically traded company listed on the Saudi Arabian stockexchange and also involved in the development of the Middle East’s largest private sector real estatedevelopment, King Abdullah Economic City. He is board member of Emaar Turkey and serves on theboard of Emaar MGF India. He is also board member of RAK Petroleum, a publicly traded company, andchairman of its audit committee. Additionally, he served on the board of Mirapolice, an entertainmentcompany that builds theme parks in France. Mr Jawa served as chairman of Coflexip Saudi Arabia, a jointventure with the French giant Elf Aquitaine, which was one of only two companies in the 1980s involved inlaying underwater pipes for crude oil transmission. Mr Jawa, born in Jeddah in 1956, holds a bachelor ofscience in Business Administration and a masters in business administration (MBA) from the University ofSan Francisco.

Fadel Abdulbaqi Al Ali has served on the Board of Directors since 2015. Mr Al Ali is the Chief OperatingOfficer of Dubai Holding, a leading investment conglomerate with operations in 24 countries employingover 22,000 people. Mr Al Ali plays a significant role in shaping Dubai Holding strategy that managesAED 116 bn portfolio of assets, which supports the strong development of Dubai’s non-oil economy acrosssectors including; tourism, hospitality, media, real estate, ICT, education and financial services. Mr Ali isChairman of Dubai International Capital and Dubai Group. He also serves on the Boards of EmiratesIntegrated Telecommunications Company PJSC (DU), Dubai Financial Services Authority (DFSA), DubaiProperties Group and Jumeirah Group. He has considerable experience in the finance industry whichincludes several years at Citibank where he served in a number of roles. His last held position at Citibankwas UAE Distribution Head, prior to moving to Dubai Holding. Mr Al Ali holds a B.Sc. (Honours) inIndustrial and System Engineering from the University of Southern California, and holds a Certificate ofFinance from the American University of Sharjah. He has attended several professional developmentprograms.

Dr Ziad Ahmed Bahaa-Eldin has served as director of Emaar Misr since 2015. He is a non-executive memberof the board of directors of HSBC Bank Egypt and the National Bank of Egypt (UK), and a director of theEgyptian Initiative for the Prevention of Corruption. From 2013 to 2014, Dr Bahaa-Eldin was the DeputyPrime Minister for Economic Development and Minister of International Cooperation. He is also a formerMember of Parliament representing Assiut. In 2011, Dr Bahaa-Eldin was a Senior Legal Advisor to theCentral Bank of Egypt. From 2009 to 2011, he was the first Executive Chairman of the Egyptian FinancialSupervisory Authority (EFSA), which he helped found. From 2004 to 2007, he was Executive Chairman ofthe Egyptian General Authority for Investment and Free Zones. He acted as a non-executive member ofthe Board of Directors of the Central Bank of Egypt from 2004 to 2011 and of the National Bank of Egyptfrom 2005 to 2010. As an attorney specializing in financial law, governance, compliance, and economiclegislation, Dr Bahaa-Eldin practiced law in Cairo and Washington, DC and acted from 1997 to 2000 as thesenior legal advisor to the Minister of Economy. Dr Bahaa-Eldin also was an adjunct lecturer at theFaculty of Law at the Cairo University from 1998 to 2004. He is the founder and member of the Board ofDirectors of the Ahmed Bahaa-Eldin Cultural Foundation, a charity promoting education, training, andcreative thinking among Egyptian youth in Upper Egypt, and is a member of the Board of Trustees of theAmerican University in Cairo. Dr Bahaa-Eldin received his Ph.D. in Financial Law from the LondonSchool of Economics (1997), an LL.M. in International Business Law from King’s College London (1989),a bachelor degree in Economics from the American University in Cairo (1987) and a Bachelor of Lawdegree from Cairo University (1986).

Heba El Gabaly has served on the Board of Directors since 2015. Ms Heba El-Gabaly is currently amanaging partner of Eklego Design Ltd., managing the company’s retail operations, customer andmarketing strategy, and supply chain management. Prior to joining Eklego Design Ltd., Ms El-Gabalyworked as an associate in the Dubai office of McKinsey & Company. Her experience at McKinsey &Company includes, among other projects, the organisational transformation of a Middle Easternpetroleum company to capture savings through the implementation of new organisational processes andthe structuring and developing of a performance management system, the development of a strategy for

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the government of Dubai to attract investments in select manufacturing industries, and the support of aleading Middle Eastern bank in the implementation of its retail banking strategy. Prior to joiningMcKinsey & Company, Ms El-Gabaly worked at BP Egypt, where she was actively involved inimplementing the strategic business plan development of BP Egypt’s assets, as well as other organisationaltasks, including the development of a performance contract for Gulf of Suez Petroleum Co. Prior to joiningBP Egypt, Ms El-Gabaly worked as brand manager for Procter & Gamble Egypt. Ms El-Gabaly holds abachelor degree in Economics & Business Administration from the American University in Cairo and anMBA from Harvard University.

Tarek Abdalla has served on the Board of Directors since 2015. Mr Abdalla is the Regional Head ofMarketing at Google and is responsible for the MENA region. His role is to build usage and penetration ofGoogle products in addition to leading commercialisation of products and services for businesses, creatorsand publishers across the Arabic speaking world. Since joining Google in 2012, Mr Abdalla has worked, inpartnership with content creators, governments and large and small businesses across industries in theMENA region, on the launches of YouTube, Google Street View, Google Maps, Google Cultural Instituteand Google Partners, with the aim of further developing the internet economy. With over 17 years ofexperience in consumer marketing and strategy consulting in North America, the Middle East andemerging markets, he has held numerous leadership positions in companies such as Mars Incorporated andBooz & Company with extensive experience in new product development, brand strategy, life cyclemanagement, route to market, distributor setup, mergers and acquisitions, technology-basedtransformation and emerging markets strategy. Mr Abdalla also serves as an advisory board member of theCMO Council and is a frequent panellist and speaker in marketing and technology forums in the MiddleEast. He holds an MBA from Sheffield Business School, a Post Graduate Diploma in IntegratedMarketing Communications from the International Advertising Association and a bachelor degree inBusiness Administration from the American University in Cairo.

Board Committees

The Board of Directors has an Audit Committee.

Audit Committee

As required by the EGX Listing Rules, Emaar Misr has an Audit Committee composed of threenon-executive directors, with at least one of them a financial and accounting expert. The Audit Committeeis accountable to the Board of Directors of Emaar Misr. See ‘‘—Board of Directors’’. The Audit Committeeis chaired by Jamal Majid Bin Thaniah and also includes Ahmed Jawa as a member and Heba El Gabaly asan expert independent member. Mr Bin Thaniah and Mr Jawa were appointed on 18 September 2014.Ms El Gabaly was appointed on 18 May 2015.

The Audit Committee shall have at least three Board members all of which are non-executive Boardmembers with experience in Emaar Misr’s sector, at least one of which shall be independent (i.e., anon-executive Board member who, during the last three years preceding his/her appointment as such, wasnot an employee of, a party to an agreement with or board member of the relevant company, its holdingcompany, subsidiaries or affiliates or any of their related parties). According to the EGX Listing Rules, ifEmaar Misr does not have sufficient Board members to fulfil the above requirements, Emaar Misr mayappoint audit committee members from outside of it.

The main functions of the Audit Committee are as follows:

• Review and inspection of the internal control procedures of Emaar Misr and the extent of itsapplication.

• Study of the applicable accounting policies of Emaar Misr and the changes resulting from applyingnew accounting policies.

• Review and inspection of the mechanics and tools of internal review, its procedures, plans and results,in addition to studying the internal review reports and following up on implementing itsrecommendations.

• Review the procedures of preparing and reviewing the periodic and annual financial statements,offering memoranda for public offering and private placement and estimated balance sheets,including the estimated cash flow sheets and provisional revenue sheets.

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• Review the preliminary financial statements’ draft before presenting the same to the Board ofDirectors with the view of sending the same to the auditor.

• Proposing the appointment of auditors, determining their remuneration and examining all issuesrelating to their resignation or dismissal without prejudice to the law’s provisions.

• Provide an opinion with regard to (i) the authorisation to appoint the auditor(s) of Emaar Misr toundertake services on behalf of Emaar Misr other than the review of the financial statements and(ii) the estimated remuneration of the auditor(s), not in contradiction with their independencerequirements.

• Review of the auditor’s report with regard to the financial statements and discussing the auditor’sremarks and reservations in this regard, in addition to working on resolving the differences in pointsof view between Emaar Misr’s management and the auditor.

• Ensure that a report is submitted to the Board of Directors by a non-related specialised expert on thenature of the transactions and operations which have been entered into with related parties and theextent of harm, if any, such transactions and operations have on Emaar Misr or its shareholders.

The Audit Committee shall ensure that Emaar Misr’s Management comply with the auditor and EFSA’srecommendations. The Audit Committee is further required to provide the Board with reports at leastonce every quarter, meeting at least every three months. The Board of Directors may also delegate to theAudit Committee any additional matters that they see in the benefit of Emaar Misr. The Board ofDirectors is required to address the Audit Committee’s recommendations within 15 days from receivingnotice of such recommendations. If the Board does not follow the material recommendations, thechairman of the Audit Committee must, within 60 days, notify both the EGX and EFSA.

Fiduciary Duties: Related Party Transactions

The following summarises principles of the Egyptian Companies Law concerning related partytransactions:

• Any bilateral contract between a company and any of its founding shareholders during the first fiveyears of the company’s existence and any bilateral contract between a company and any of its boardmembers at any time must be authorised by the ordinary general meeting before each individualcontract is entered, failing which the contract will be deemed to be null and void.

• No board member or manager may engage in the same business activities as those of the company orany branch thereof without the prior authorisation of the ordinary general meeting, failing which thecompany will be entitled to compensation or to treat such competitive transactions as having beencarried out for the account of the company.

• Where any matter to be considered by the board of a company involves or creates a conflict of interestbetween that company and any of its board members or managers, each such board member ormanager must disclose such conflict to the board and refrain from voting on such matter. All suchmatters must be reported to the ordinary general meeting before any resolution relating to suchmatter is voted on by the ordinary general meeting.

• No board member or manager may enter into any bilateral contract on behalf of a company withanother entity of which the board member or manager is also a director, or in which a shareholder orshareholders of the company own the majority of the Ordinary Shares if the consideration for suchcontract is 20.0% or more below that which could be secured in an arm’s-length agreement, failingwhich the company or any interested party will have a right to compensation.

A related party transaction that is presented to a company’s ordinary general meeting must be approved bymore than 50.0% of the shareholders attending the meeting.

Additionally, Article 39 of the EGX Listing Rules provides that insiders, founders and main shareholders(i.e., shareholders and their related parties owning, directly or indirectly, 10% or more of the company’sOrdinary Shares) and their related parties, may not be parties to any bilateral treaties to be entered intowith the company unless the transaction or contract is submitted to the approval of the ordinary generalmeeting of the company with all its details and data including the quantity and price before undertakingthe transaction or executing the contract. Such insiders, founders, main shareholders and/or their relatedparties cannot vote in such shareholders’ meeting.

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For a description of related party transactions entered into by Emaar Misr, see ‘‘Certain Relationships andRelated Party Transactions’’. All of the transactions described in this Offering Memorandum have, whereappropriate, been executed in compliance with the provisions of the Egyptian Companies Law concerningrelated party transactions.

Management Structure

Set forth below is a chart showing the management structure and divisions of Emaar Misr:

Executive Officers

The following table sets forth the current principal executive officers of Emaar Misr, their positions andyears of appointment:

Year ofName Age Position appointment

Mohamed El Dahan . . . . . . . . . . . . . . . 47 Managing Director 2015Ayman Hamdy . . . . . . . . . . . . . . . . . . . 46 Executive Director, Legal 2006Walid El-Hindi . . . . . . . . . . . . . . . . . . . 43 Chief Development Officer 2008Ahmed Fathallah . . . . . . . . . . . . . . . . . . 39 Chief Investment Officer 2014Nabil Amasha . . . . . . . . . . . . . . . . . . . . 46 Chief Marketing Officer 2008Moataz Hassouna . . . . . . . . . . . . . . . . . 45 Chief Information Officer 2007Mohamed Said . . . . . . . . . . . . . . . . . . . 45 Senior Projects Director 2010Wael El-Menoufy . . . . . . . . . . . . . . . . . 49 Senior Director, Commercial 2008Ahmed Gad . . . . . . . . . . . . . . . . . . . . . 41 Senior Director, Finance 2007

Biographies of the Executive Officers

Mohamed El Dahan has served on the Board of Directors since 2015, previously served as the Chief ExecutiveOfficer of Emaar Misr and has been with Emaar Properties since 2005, previously as head of internal audit,risk management and compliance. Mr El Dahan has experience in real estate, construction, financial andbanking industries worldwide. He is also the Executive Officer—Group Business Development &Operations at Emaar Properties PJSC. Mr El Dahan serves as a member of the Board of Directors ofEmaar Industries and the Chairman of its Executive Committee. Prior to joining Emaar, Mr El Dahanheld various Internal and External Audit Management positions within H.H. The Ruler’s Court—FinancialAudit Department in the UAE and The Central Auditing Organisation (CAO) in Egypt. Mr El Dahanholds a bachelor of arts in Accounting and a Post Graduate Diploma in Business and Accounting from theAmerican University in Cairo. He also holds professional designations in the fields of internal auditing,accounting, fraud and management. He has a CIA from the institute of Internal Audit, a CFE from the

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Association of Certified Fraud Examiners and a CPA designation, from Montana Society of CertifiedPublic Accountants in the United States. Additionally, he has completed the Advanced ManagementProgram for Senior Management by INSEAD in France.

Ayman Hamdy has served as the Executive Director, Legal since 2006. Mr Hamdy joined Emaar PropertiesPJSC in 2006 and was appointed Company Secretary in 2007. He started his career with a large law firm inEgypt, working on international business transactions and foreign investment matters. He served as apublic prosecutor for three years before joining Unilever in Dubai as their Regional Head of Legal. He wasalso the Resident Partner of the Dubai office of a regional law firm, Shalakany Law Office. Mr Hamdy is aboard member of the Association of Corporate Counsel member of the Egyptian Bar Association, theEgyptian Association of Judges, the Egyptian Association of Public Prosecutors and a fellow of theInternational Bar Association. Mr Hamdy earned an LLB from Alexandria University and an LLM fromCairo University and Universite Paris Dauphine.

Walid El-Hindi has served as the Chief Development Officer since 2008. Eng. El-Hindi has over 20 years ofprofessional experience in the development, planning, design, and master planning of residential,commercial and institutional project types. Prior to joining Emaar, Eng. El-Hindi was founder and CEO ofRoom Inc., a development firm in the United States (Minneapolis, MN), which developed its own projectsstarting from property evaluation, design, financing, marketing, sales and execution. His previousexperience in the United States includes working for AECOM Ellerbe Becket, a world leading consultancyfirm with several international offices. He started his career with Elness Swenson Graham Architects, aleading design firm with expertise in the hospitality industry. From 2002 to 2008, Eng. El-Hindi was anadjunct faculty Instructor at the College of Architecture and Landscape Architecture at the University ofMinnesota, where he taught Design with an emphasis on Development and Urban Planning. As a memberof the Executive Committee and the Minneapolis Planning Commission Board from 2006 to 2008, Eng.El-Hindi served the city of Minneapolis to establish its comprehensive plan as well as approving majordevelopments within Minneapolis. Eng. El-Hindi holds a bachelor of architecture (B.Arch) degree fromthe University of Minnesota. He is an associate member of the American Institute of Architects (AIA) andthe Urban Land Institute (ULI).

Ahmed Fathallah has served as the Chief Investment Officer and Head of Investor Relations since 2014.Mr Fathallah has over 17 years of experience in the field of corporate finance, treasury and investorrelations. He was previously the Vice Chairman, Chief Investment Officer and Head of Treasury at EgyptPost since October 2010. In his previous position, Mr Fathallah oversaw and managed Egypt Post’sportfolio of EGP 140 billion, designing the investment process and organising asset managementbest-practices. Previously, Mr Fathallah served for five years as Director of Corporate Finance, Investmentand Investor Relations at Telecom Egypt. He was responsible for overlooking and managing TelecomEgypt’s portfolio of domestic and international investments as well as the company’s investor relationsactivities. He was also a team member in Egypt’s largest initial public offering for the privatisation ofTelecom Egypt. Prior to joining Telecom Egypt, he was Senior Manager in HSBC Investment Banking,Investment Manager at Al Ahly for Developments and Investments and Assistant Manager in EFGHermes Private Equity. Mr Fathallah holds a Bachelor of Commerce from Cairo University where hemajored in accounting. He has successfully completed the Certified Portfolio Manager (CPM) programmeas well as the EFG Hermes Credit and Investment course and he is a CFA Level I candidate.

Nabil Amasha has served as the Chief Marketing Officer since 2008. Mr Amasha is an entrepreneur with anextensive experience of 20 years in business development, brand management and marketingcommunications, covering a range of industries including food, retail and transportation. He waspreviously Chief Marketing Officer of a global logistics and transportation company with communicationsresponsibilities spanning more than 37 countries. He is an avid believer in corporate social responsibilityand brand innovation and was a speaker and a panellist on the subjects in various marketing and realestate industry conferences inside and outside of Egypt. Mr Amasha is a graduate of California StateUniversity, receiving a degree in Construction Management in 1992.

Moataz Hassouna has served as the Chief Information Officer since 2007. Mr Hassouna is a senior executivewith 25 years of experience in information technology and telecommunications in major organisations.Previously, Mr Hassouna served as Head of Information Technology and Data Communication SBUGeneral Manager. Moataz also served at DCT where he served as Manager, Operations. He spent around15 years of his professional life leading various complex mega projects involving infrastructure and ERP.Mr Hassouna holds a doctorate degree in Strategic Management, a Masters of Business Administration,

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diploma in IT Management and a diploma in Marketing and Management from the American Universityof Cairo and a bachelor degree in engineering from Cairo University.

Mohamed Said has served as the Senior Projects Director since 2010. Eng. Said has over 22 years ofprofessional experience in the project management field with various firms including Abu Dhabi GeneralTransport Co., Wade Adams contracting company in Dubai and Al Rajhi Construction in Dubai where hewas involved in a number of landmark developments. He joined Emaar Misr in 2010 as Head of Projectsand Handing Over, where his responsibilities cover all current and future construction and handing overactivities (including reviewing master plans, getting approvals from governmental and ministerialauthorities, reviewing and negotiating tender documents, monitoring on-site progress, etc.). Eng. Saidgraduated with a bachelor of science in Civil Engineering from Cairo University in 1992.

Wael El-Menoufy has served as the Senior Director, Commercial since 2008. Eng. El-Menoufy has over27 years of professional experience in the real estate development and construction industry. JoiningEmaar Misr as a Project Manager, he moved rapidly to Senior Project Manager and then to CommercialDirector in September 2009. Currently he manages all project related commercial activities includingtendering, packaging strategy, contracts management, material procurement and special attention to itemsrelated to cost management and control. Eng. El-Menoufy has extensive experience in differentengineering fields such as construction, cost control, cost estimate, planning, procurement, contracts andproject management. Before joining Emaar, he held several construction and managerial positions withsome of the leading companies in the real estate development market in Egypt, including Degla forEngineering & Contracting, Galalah for Touristic Investments, Sunset Hills for Reconstruction, Hacienda,Ein Valley, as well as in industrial construction with Holderbank of Switzerland, the world’s leading cementmanufacturer. Eng. El-Menoufy graduated in 1988 from Civil Department in the Faculty of Engineering ofCairo University.

Ahmed Gad has served as the Senior Director of Finance since 2007. Mr Gad has over 20 year of experiencein the field of finance, accounting and auditing. He has been with Emaar Misr for over seven years, havingjoined Emaar Misr in May 2007 as Finance Manager for operations in Egypt at the time. Mr Gad hasrapidly moved up until he became the Director of Finance in December 2009. Prior to joining Emaar Misr,Mr Gad held senior audit positions in KPMG (Egypt and UAE), was Internal Audit Manager in one of thelargest corporations in the UAE (Al Futtaim Group) and has previously held the position of AuditManager in Ernst & Young (Qatar). Mr Gad holds a bachelor of science in Commerce from Ain ShamsUniversity. He obtained his post graduate certificate as a Certified Public Accountant (CPA) from theUSA in 1999.

Remuneration of Directors and Executive Officers

The annual maximum amount to be distributed to Emaar Misr’s directors as remuneration is determinedby shareholders at the general shareholders’ meetings while the remuneration of the executive officers isdetermined by the Board of Directors. The following table sets forth the aggregate compensation paid toEmaar Misr’s key management, including directors and executive officers.

Three months ended31 March Year ended 31 December

2015 2014 2014 2013 2012

Short-term benefits (EGP) . . . . . . . . . . 9,403,683 7,101,889 18,365,717 17,598,247 14,568,644End-of service benefits (EGP) . . . . . . . 1,096,274 841,988 1,075,582 — 1,212,602

Total . . . . . . . . . . . . . . . . . . . . . . . . . 10,499,957 7,943,877 19,441,299 17,598,247 15,781,246

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OWNERSHIP

As of the date of this Offering Memorandum, Emaar Misr is wholly owned by the Principal Shareholder.Following the Combined Offering and assuming all Public Offering shares are offered and sold in theEgyptian Public Offering, the Principal Shareholder will own, directly or indirectly, 4,019,338,000 of theOrdinary Shares, representing approximately 87.01% of Emaar Misr’s share capital.

The table below sets forth certain information regarding the shareholders of Emaar Misr, including theidentity and percentage ownership of each of the shareholders as of the date of this OfferingMemorandum and the expected ownership as of the date of completion of the Combined Offering.

Ordinary Shares Immediately prior to the Ordinary Shares Immediately after theCombined Offering Combined Offering

Percentage of total Percentage of totalNumber of ordinary ordinary shares Number of ordinary ordinary shares

shares outstanding shares outstanding

Emaar Properties PJSC(1) . . . 3,938,951,240 98% 3,938,951,240 85.27%Emaar Properties LLC(2) . . . . 40,193,380 1% 40,193,380 0.87%Emirates Hills Phase 1 Ltd(3) . 40,193,380 1% 40,193,380 0.87%Free Float . . . . . . . . . . . . . . — — 600,000,000(4) 12.99%

Total . . . . . . . . . . . . . . . . . . 4,019,338,000 100% 4,619,338,000 100%

Notes:

(1) Emaar Properties PJSC is a public company listed on the Dubai Financial Market.

(2) Emaar Properties LLC is fully controlled by Emaar Properties PJSC.

(3) Emirates Hills Phase 1 Ltd is fully controlled by Emaar Properties PJSC.

(4) Assuming all Public Offering Shares are offered and sold in the Egyptian Public Offering.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Emaar Misr has entered in the past, and will continue to enter, into transactions with certain shareholders,directors, and affiliated companies. While Management believes that each of its related party transactionshas been entered into on arm’s-length terms in the ordinary course of business and in accordance withnormal business practice, there has been no formal process for the independent assessment of theappropriateness of the terms of such transactions. The Egyptian Companies Law sets forth certainguidelines for entering into related party transactions. See ‘‘Management—Fiduciary Duties: Related PartyTransactions’’.

All of the related party transactions described in this Offering Memorandum have been executed incompliance with the provisions of the Egyptian Companies Law concerning related party transactions.

Relationship Agreement and Service Agreements

On 21 April 2015, Emaar Misr and Emaar Properties entered into a relationship agreement (the‘‘Relationship Agreement’’) to regulate their on-going relationship. The shareholders’ meeting thatauthorised the agreement was held on 20 April 2015. The effectiveness of the Relationship Agreement isconditional on the completion of the Combined Offering.

Under the terms of the Relationship Agreement, the Principal Shareholder or a member of the EmaarGroup will provide, or cause to be provided, the services as set out in the several service agreements (the‘‘Service Agreements’’), which are described below. The Relationship Agreement and the ServiceAgreements are governed by the laws of the Emirate of Dubai.

The Relationship Agreement provides, among others:

• Conflict of Interest: Under the Relationship Agreement, Emaar Properties shall, and to the extent it islegally able shall procure for each member of the Emaar Group to conduct all transactions withEmaar Misr at arm’s-length on normal commercial terms and not take any actions which would eitherpreclude a member of the Emaar Group from operating its business independently or prevent EmaarMisr from complying with its obligation under the EGX Listing Rules. Should such a transaction arise,it must be approved and authorised by a majority of the independent non-executive directors ofEmaar Misr, with conflicts of interest among independent directors determined by a vote of the Boardof Directors. See ‘‘Management—Fiduciary Duties: Related Party Transactions’’.

• Non-solicitation: Emaar Properties undertakes to Emaar Misr that it shall not, and shall procure thatno other member of the Emaar Group shall, for a period of 24 months or until termination of theagreement (whichever is later) after the Closing Date, induce or seek to induce any senior manager ofEmaar Misr to become engaged (whether as an employee, consultant or otherwise) by EmaarProperties or any member of the Emaar Group. Likewise, Emaar Misr undertakes to EmaarProperties that it shall not, and shall procure that no other member of Emaar Misr shall, for a periodof 24 months or until termination of the agreement (whichever is later) after the Closing Date, induceor seek to induce any senior manager of the Emaar Group to become engaged (whether as anemployee, consultant or otherwise) by Emaar Misr.

• Consideration: As consideration for the provision of services by Emaar Properties or any member ofthe Emaar Group pursuant to the Relationship Agreement and the Service Agreements, Emaar Misrshall pay on behalf of itself to the relevant member of the Emaar Group specified in the ServiceAgreements the fees set forth in the respective Service Agreements.

• Term: The Relationship Agreement shall have an initial term of one year from the Closing Date andshall be automatically renewed thereafter for successive periods of one year each, unless theRelationship Agreement is terminated by any party pursuant to the termination clause of theRelationship Agreement (discussed below) or by mutual written consent of the parties.

• Termination: Notwithstanding anything contained to the contrary in the consideration provision of theRelationship Agreement or in the Service Agreements, each of the parties shall be entitled, at anytime, by giving three months’ prior written notice to the other party, to terminate the RelationshipAgreement or the Service Agreements in any of the following events:

• if any party commits a material breach of any of the terms or conditions of the RelationshipAgreement or the relevant Service Agreement and fails to remedy the same within 30 days ofbeing required in writing by the non-breaching party/parties to do so; or

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• if the shareholding of Emaar Properties, directly or indirectly, in Emaar Misr falls below50.1%; or

• if any of the parties goes into voluntary or involuntary liquidation or where either of theparties is declared insolvent either in bankruptcy proceedings or other legal proceedings.

• Neither the expiration nor termination of the Relationship Agreement or any Service Agreementshall release any of the parties from the obligation to perform any other duty or to discharge anyother liability that had been incurred prior thereto.

The Relationship Agreement also contains other customary provisions and undertakings of both parties,including those relating to the compliance with applicable laws and regulations.

Service Agreements

Hospitality Services and IP Licences

Emaar Misr has entered into a hospitality and intellectual property services agreement with EmaarHospitality Group. Emaar Hospitality Group is a subsidiary of Emaar Properties and manages hospitalityand leisure projects across the MENA region. The services under the agreement include the following:

• A licence of the general ‘‘Emaar’’ trademark to Emaar Misr for marketing and sale of any residentialunits under the general ‘‘Emaar’’ brand. Emaar Hospitality Group is entitled to a general branding feeto be agreed between the parties in good faith provided that the fee is within the range of 1.0% to2.5% of the net revenue of residential units under the general licence.

• Hotel management services for Emaar Misr’s hotels under which Emaar Hospitality Group shall beentitled to certain fees based on the annual gross revenue of any given hotel including: (i) a basicmanagement fee of 1.0% to 2.0% pro-rated for each operating term; (ii) an incentive management feeof 0.0% to 12.0%; (iii) a fee equivalent of 0.5% to 1.0% as sales and marketing services fee for eachoperating year during the term and (iv) working capital. The duration of the service will run for 10 to20 years.

• A hospitality reservation system under which the Emaar Hospitality Group shall be entitled to areservation service fee varying from US$ 5 to US$ 12 per reservation.

• A non-exclusive, non-transferable licence to use certain hotel brands (including ‘‘The Address’’) inEgypt under which Emaar Hospitality Group shall be entitled to a licence fee of US$ 1 per year.

• Technical advisory services related to Emaar Misr’s hotels under which Emaar Hospitality Group shallbe entitled to a fee varying from US$ 700 to US$ 1,500 per guestroom key, but no less than anaggregate fee of US$ 100,000 for any hotel project.

• Feasibility studies for future projects under which Emaar Hospitality Group shall be entitled to actualcost plus a 15% surcharge.

Retail Services

Emaar Misr has entered into a retail services agreement with the Emaar Retail Group. Emaar RetailGroup is a subsidiary of Emaar Properties and manages certain of Emaar Properties’ leisure attractions.The services provided to Emaar Misr relate to edutainment, entertainment and education conceptimplementation with ancillary consultancy services. The services under the agreement include thefollowing:

• A lease by Emaar Retail Group of one or more locations owned by the Company under a tenantarrangement for the provision of the mentioned services. Under this tenant arrangement, EmaarRetail Group will pay a monthly rent to the Company, in relation to each location, equivalent to thegreater of the following:

• (i) EGP 230 per square metre computed as the sum of the following:

• basic rent of EGP 160 per square metre;• common area and facility charges of EGP 60 per square metre of the location; and• promotion and marketing fee of EGP 10 per square metre of the location; or

• (ii) Revenue based remuneration amounting to 10% of the gross sales before deduction ofany taxes.

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• The duration of this service shall be nine years. Either party may terminate the provision of theservice after providing 10 months’ notice.

• In consideration for the provision of the mentioned services under the management arrangement asrequired by Emaar Misr, Emaar Retail Group shall be entitled to a management fee of 6% from theprofits realised from providing the mentioned services under the management arrangement and asdetermined by the Company. The duration of this service shall be three years. Either party mayterminate the provision of this service after providing 10 months’ notice.

• The parties shall agree to the provision of the ancillary consultancy services as required by theCompany, the remuneration of which shall be a consultancy fee including the cost of providing theancillary consultancy services in addition to a 12% fee of the cost.

Cross Charges

Emaar Misr has entered into a technical support services agreement with Emaar Properties, Emaar Syriaand Emaar Saudi Arabia for the provision of technical support services by key personnel of suchcompanies for the other companies as outlined below. The services under the agreement include thefollowing:

• Emaar Properties shall provide technical support services to Emaar Misr for payment at an hourlyrate. Hourly rates shall be based on the actual cost per hour of the gross salary for each personproviding technical support services.

• Emaar Misr, through its Managing Director, shall provide technical support services to Emaar SaudiArabia for payment at an hourly rate. Hourly rates shall be based on the actual cost per hour of thegross salary of the Managing Director.

• Emaar Misr, through its Managing Director, shall provide technical support services to Emaar Syriafor payment at an hourly rate. Hourly rates shall be based on the actual cost per hour of the grosssalary of the Managing Director.

Mall Services

Emaar Misr has entered into a mall services agreement with Emaar Malls Group and its affiliates. EmaarMalls Group is a subsidiary of Emaar Properties with expertise in the management and development ofpremium shopping malls and retail assets. The services under the agreement include the following:

• Advisory services for mall design, mall operating plans and retail delivery support services. EmaarMalls Group shall be entitled to actual cost plus a 15% fee. Either party may terminate after providingthree months’ notice.

• Mall operations and management services for Emaar Misr’s malls as agreed with Emaar Malls Group.Emaar Malls Group is entitled to a management fee of between 5% to 9% of the net operatingrevenue of a given mall after deducting operation costs. Either party may terminate the provision afterproviding six months’ notice.

Project Management Services

Emaar Misr has entered into a project management services agreement with Turner and its affiliates.Turner is headquartered in Dubai and focuses on project and construction management in the MENAregion. The services under the agreement include the following:

• Project management services provided by Turner in relation to Project Uptown Cairo. Turner isentitled to an amount of US$ 55,029,483 for project management services performed until thecompletion of Project Uptown Cairo, including all current and future applicable taxes. The fees shallbe calculated and paid, as invoiced monthly, to Turner for the provision of the project managementservices based on the actual assigned individuals per month (adjusted for inflation) as reflected in thedeployment schedule relating to the project. Either party may terminate this provision after providingsix months’ notice.

• Project management services by Turner in relation to Project Marassi. Turner is entitled to an amountof US$ 51,453,994 for project management services performed until the completion of ProjectMarassi, including all current and future applicable taxes. The fees shall be calculated and paid, asinvoiced monthly, to Turner for the provision of the project management services based on the actual

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assigned individuals per month (adjusted for inflation) as reflected in the deployment schedulerelating to the project. Either party may terminate this provision after providing six months’ notice.

• Project management services by Turner in relation to Project Mivida. Turner is entitled to an amountof US$ 29,600,945 for project management services performed until the completion of Project Mivida,including all current and future applicable taxes. The fees shall be calculated and paid, as invoicedmonthly, to Turner for the provision of the project management services based on the actual assignedindividuals per month (adjusted for inflation) as reflected in the deployment schedule relating to theproject. Either party may terminate this provision after providing six months’ notice.

• Project management services by Turner in relation to future projects as instructed by Emaar Misr.Emaar Misr shall pay fees, invoiced monthly, to Turner for project management services based on theactual assigned individuals per month (adjusted for inflation) as reflected in the deployment schedulerelating to the future project. Either party may terminate this provision after providing six months’notice.

Existing Relationships with the Principal Shareholder

In the past, Emaar Misr has entered into certain agreements with the Principal Shareholder. For furtherdetails, see Note 27 to the Annual Financial Statements and Note 25 to the Interim Financial Statements.In addition, Emaar Misr has entered into the Licence Agreement with the Principal Shareholder. See‘‘Material Contracts—Licence Agreement with Emaar Properties’’.

Shareholders’ Loan Agreement

A loan agreement was entered into between the Principal Shareholder and Emaar Misr on 15 November2009 under which Emaar Misr borrowed US$ 1,150,000 from the Principal Shareholder. The term was forone year from disbursement of the loan. As of 31 March 2015, the outstanding amount under the loan wasEGP 4.7 million (US$0.6 million).

Current Account

There is a current account established between Emaar Misr and Emaar Properties. As of 31 March 2015,the closing balance of payments due to Emaar Properties was EGP 6.8 million.

Technology Licence

A technology licence agreement was entered into between Emaar Misr and Emaar Properties dated1 January 2008 under which Emaar Properties grants Emaar Misr a non-exclusive licence to use certainintellectual property rights in Egypt. Emaar Misr was charged by Emaar Properties EGP 1,318,873 ininformation technology expenses during the three months ended 31 March 2015 and EGP 4,724,572,EGP 5,477,077 and EGP 3,181,308 during the years ended 31 December 2014, 2013 and 2012, respectively.

Existing Relationships with Turner

During the three months ended 31 March 2015 and years ended 31 December 2014, 2013 and 2012, Turnerprovided certain services to Emaar Misr, including management, coordination and monitoring of allactivities performed by consultants, quantity surveyors, contractors, suppliers, utility providers and otherproject participants with respect to the design, procurement, construction, testing, commissioning andcompletion of Emaar Misr projects. Emaar Misr paid Turner EGP 18,899,327 in consulting fees during thethree months ended 31 March 2015, EGP 18,793,998 during the three months ended 31 March 2014 andEGP 69,428,237, EGP 66,860,011 and EGP 54,541,720 during the years ended 31 December 2014, 2013and 2012, respectively.

Transactions with Directors and Officers

During the three months ended 31 March 2015 and the years ended 31 December 2014, 2013 and 2012,certain directors, officers and members of management purchased residential properties from Emaar Misr.For further details, see Note 27 to the Annual Financial Statements and Note 25 to the Interim FinancialStatements.

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THE EGYPTIAN REAL ESTATE MARKET

Certain information and statistics relating to the Egyptian economy, the Egyptian securities market and theinternational and Egyptian real estate development industry included in this section have been extracted orderived from official and other public sources that Management believes to be reliable, including BusinessMonitor International, the Central Bank of Egypt, Demographia World Urban Areas Report, DTZ, EconomistIntelligence Unit, Egypt’s Central Agency for Public Mobilisation and Statistics, Jones Lang LaSalle and theWorld Bank. Such information and statistics may be approximations or estimates or use rounded numbers. Inaddition, in some cases Management has made rounding adjustments to some of this information and statisticsfor consistency of presentation. Similar statistics may be obtainable from other sources, but the underlyingassumptions, methodology and, consequently, the resulting data may vary from source to source. Managementhas not independently verified such information or statistics, and does not guarantee their accuracy andcompleteness. However, Management confirms that such information has been accurately reproduced in thisSection and that as far as Management is aware and is able to ascertain from such information, no facts havebeen omitted which would render the reproduced information inaccurate or misleading.

For information related to Egypt, annual information is presented based on periods from 1 July through30 June, the fiscal year maintained by the government of Egypt for budgeting and official statistics.

In addition, certain statements are made in this section regarding the Company’s competitive position in itsindustry based on statistical information published by certain bodies mentioned above and Management’sexperience and assessment of market conditions. While Management believes these statements to be reasonableand fair approximations, to the extent that such statements are in part derived from Management’s estimates ofthird-party information, individually and on an aggregate, industry-wide basis, these statements cannot andhave not been verified by Management, and independent sources have not verified such statements. Accordingly,neither a prospective investor nor any other person, firm or company may rely on the accuracy and completenessof that information. See ‘‘Market and Industry Data’’ and ‘‘Risk Factors—Risks Relating to Egypt and theMENA Region—Official statistics and market data published in Egypt may not be complete or reliable.’’

Overview

With a population of approximately 88 million as of 1 January 2015, Egypt is the most populous country inthe MENA region (source: CAPMAS, United Nations Population Division). Domestic consumption is animportant driver for economic growth, contributing approximately 80% to GDP in Egypt’s fiscal yearsended 30 June 2012 and 2013 (source: Ministry of Planning, Egypt). This reflects private consumption toGDP at current and constant prices.

While political unrest weighed down economic activity as reflected in Egypt’s real GDP growthpost-January 2011, the subsequent increase in economic and political stability has improved confidenceand investment appetite.

The following table sets forth the trend in certain economic indicators in Egypt from 2010 to 2014:

2010 2011 2012 2013 2014

Nominal GDP (EGP billions) . . . . . . . . . . . . . . . . . . . . . . . . . 1,207 1,371 1,576 1,753 1,998Real GDP growth (constant prices) . . . . . . . . . . . . . . . . . . . . . 5.1% 1.8% 2.2% 2.1% 2.2%Real GDP growth per capita . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4% 0.1% 0.5% 0.4% 0.4%Inflation (period average) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1% 10.1% 7.1% 9.5% 10.1%Foreign direct investment (EGP billions) . . . . . . . . . . . . . . . . . 49 16 29 27 30Exchange rate (EGP per US$1.00) . . . . . . . . . . . . . . . . . . . . . . 5.52 5.82 6.01 6.46 6.97

Source: Economist Intelligence Unit, Bloomberg (June 2014)

(1) Land area acquired.

Egypt’s fundamentals remain on an upward trend with the State continuing to prioritise investment,improve infrastructure and create jobs. Real GDP growth of 4.2% is expected in 2015 and 4.3% in 2016according to the Economist Intelligence Unit as of April 2015. Additionally, multiple policy measures haverecently been undertaken to stimulate investments in Egypt. These policy measures include the following:

• Actions by the Central Bank of Egypt in 2015 to close the gap between the Egyptian pound and theU.S. dollar parallel markets aimed at improving U.S. dollar liquidity and easing capital repatriationfor foreign based investors. The Central Bank of Egypt based this strategy on stimulating an estimated7% weakening of the Egyptian pound, approximately where it was trading in the parallel market

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before the adjustment, followed by imposing ceilings on the amount of U.S. dollar cash that can bedeposited in banks by companies and individuals at US$10,000 per day and US$50,000 per month,unless proper documentation or source of funds is provided (source: EFG Hermes, March 2015).

• The Egyptian State is currently building a new Suez Canal to be completed in five years alongside theexisting 145-year-old waterway along with 3,600 kilometres of new roads, which is expected to improveinfrastructure and create jobs.

• The July 2014 energy subsidy reforms reduced energy subsidies by EGP 44 billion. The State alsoraised electricity tariffs by an average of 30% for all classes of residential, commercial and industrialconsumers. These are the first steps of reform that will be carried out over the next five years aimed atreducing Egypt’s fiscal deficit and diverting resources to sustainable projects.

The Egypt Economic Development Conference, held in Sharm El Sheikh from 13 March to 15 March2015, resulted in the announcement of several major investment deals including the signing of contractsworth over $30 billion, as well as new pledges of financial aid from the Gulf Cooperation Council (source:EFG Hermes, March 2015). The State made a number of policy announcements aimed at preservingconfidence and encouraging investment and consumption. These announcements include:

• A new investment law aimed at tackling obstacles faced by businesses. This law would simplifyprocedures for investors and significantly reduce the time needed for issuing licences, procuring land,and obtaining utilities services by enabling the General Authority for Investments to conduct allinvestment procedures and obtain all required licences from other State entities on behalf of theinvestor.

• An update of the commercial register law in accordance with international standards and in line withthe State’s orientation towards enhancing the investment environment and encouraging foreigninvestments.

• A plan to cut the maximum corporate and individual tax rate to 22.5%, to reduce the sales tax rate onequipment for investment projects to 5% from 10% and to move to a fully-fledged VAT regime thatwill strengthen the tax system and improve the conditions for doing business in Egypt.

According to the Economist Intelligence Unit as of April 2015, Egypt’s public finances are expected tostrengthen steadily but remain firmly in deficit over the forecast period. While inflation is expected to bemoderate in line with low oil projections, subsidy cuts and rising domestic demand are expected to increaseaverage inflation.

11.8%11.1%

10.1%

7.1%

9.5% 10.1% 9.7%8.8% 9.0%

2009 2010 2011 2012 2013 2014E2015E2016E2017E

% Change in consumer prices per annum in Egypt

Source: Economist Intelligence Unit as of Apr. 2015Note: Based on average per year

6.6%7.7%

10.1%10.6%

13.7%12.0%

10.7%9.3% 9.1%

2009 2010 2011 2012 2013 2014 2015E2016E2017ESource: Central Bank of Egypt; Economist Intelligence UnitNote (1): Economist Intelligence Unit estimates as of Apr. 2015

Source: Bloomberg as of Mar. 2015

45.5 46.047.1

49.751.0

Q4 2012 H1 2013 H2 2013 H1 2014 H2 2014

Inflation rate in Egypt Purchasing Managers’ Index in Egypt Budget deficit in Egypt (% of GDP)

Favourable Demographic Trends in Egypt

Egypt’s strong demographic fundamentals underpin the population’s real demand for housing. Egypt hasthe largest population in the MENA region, with an estimated 88 million inhabitants as of 1 January 2015,increasing at an annual compounded growth rate of approximately 2.5% over the past 5 years (source:CAPMAS). Across Egypt, more than 60% of the population is under age 30 (source: CAPMAS, January2015). The increasing number of marriages and shrinking household sizes are expected to increase thetotal numbers of households, and further increase housing demand (source: Business MonitorInternational, April 2015). According to Business Monitor International, the total number of households inEgypt is expected to grow between 2015 and 2019 by about 3.9 million. In addition, Egypt’s on-going

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economic recovery is expected to increase disposable income at a compounded annual growth rate ofapproximately 13% over the period from 2015 to 2017.

Source: CAPMAS as of Jan. 2015

2%

4%

8%

10%

14%

20%

19%

22%

2%

4%

8%

10%

14%

20%

19%

22%

25% 0% 25%

>70

60-70

50-60

40-50

30-40

20-30

10-20

<10

Females Males

Age distribution

Source: CAPMAS

Annual number of marriages (‘000)

865898

922 913

2010 2011 2012 2013

Average household sizes

3.93.8

3.73.6 3.6

3.53.4 3.4

3.3

2009 2010 2011 2012 2013 2014 2015E 2016E 2017E

Source: Business Monitor International dataas of Apr. 2015

Personal disposable income (U.S. dollar billion)

Source: Economist Intelligence Unit as of Apr. 2015Note: Personal disposable income after taxes and deductions

152 169 184219 217

245 263295

335

2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E

Unemployment rates

9.4% 9.0%

12.0% 12.7% 13.2%

15.6% 15.8% 15.6%14.8%

2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E

Source: Economist Intelligence Unit as of Apr. 2015

Cairo

Egypt is characterised by large, sparsely populated areas interspersed with densely populated urban areassuch as Cairo, Alexandria, Port Said, Suez and Luxor. About half of Egypt’s residents live in urban areas,with most people residing across major centres such as Greater Cairo, Alexandria and other major citiesalong the Nile Delta.

0

10,000

20,000

30,000

40,000

0

5

10

15

20

25

30

Delhi Shanghai Beijing New York Sao Paulo Mexico City Mumbai Moscow Cairo Los Angeles

Source: Demographia World Urban Areas Report, 2015

Density (people/sqkm)Population(mm)

Cairo - one of the largest cities by population

Residential Real Estate in Cairo

With a population of over 15 million people, Greater Cairo (which includes Cairo and Giza) is the largesturban city in Egypt and the Middle East. As downtown Cairo developed into a highly dense urban centre,the State undertook to build new urban centres surrounding Cairo, including New Cairo, 6th of OctoberCity and Sheikh Zayed City with new infrastructure connecting these areas to the centre of the city. Withhigh levels of housing demand, currently estimated at around 4.9 million units in the Greater Cairo areaaccording to DTZ, these new urban centres have experienced strong migration activity, particularly in theareas of New Cairo, 6th of October City and Sheikh Zayed City. Many upcoming residential projects areconcentrated in these new urban centres. Some of the major real estate projects showcased at the EgyptEconomic Development Conference in March 2015 include:

• Planned US$ 45 billion development of the new capital city of Egypt to be located to the east of Cairo,which will house government offices and provide homes for up to 5 million people.

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• Memorandum of Understanding between the Ministry of Housing, Palm Hills Development andAabar to develop land in 6th of October City which include residential, commercial, retail andhospitality components.

In addition, Egypt’s Ministry of Housing, Utilities and Urban Development announced in May 2015 thatBombardier Inc., Orascom Construction and Arab Contractors will construct a 52 kilometre monorailwhich will connect the Cairo metro system to areas west of the capital including 6th of October City andSheikh Zayed. The project is expected to be completed by 2018.

According to Jones Lang LaSalle’s first quarter 2015 report, residential sale prices continued to increaseacross Cairo. Despite the increase in supply of 31,000 units in the first quarter of 2015, selling prices areexpected to increase due to the positive economic and political outlook over the coming years.

Residential supply: no. of units (‘000)

67 74 85 104

31 14

2

2011 2012 2013 2014 2015E 2016E 2017E

Source: Jones Lang LaSalle as of Q4 2014

14%

30%

15%

22%

Apartment Villa

New Cairo 6th October


Price per sqm evolution - Y-o-Y growth in 2014 versus2013

Retail Market in Cairo

Economic growth coupled with an increasingly consumer-oriented culture and improving conditions in thetourism industry support robust retail demand. According to the Economist Intelligence Unit’s February2015 report, annual sales of retail enterprises (excluding cash and carry) in Egypt are expected to increaseby 64% in 2018, up from 2014 levels of EGP 832 billion.

Egypt is significantly undersupplied in the retail sector with a shortage of high-quality modern malls.According to DTZ, Cairo’s retail space per capita is estimated at 0.07 square metre of GLA per capita for2015. By 2018, GLA per capita is expected to increase to 0.15 square metres per capita, remaining belowinternational and regional benchmarks.

Source: DTZ as of 2013 Note (1) Egypt numbers based on Cairo

Retail space per capita (sqm/capita)

2.20

0.98 0.68 0.65

0.45 0.23 0.21 0.09 0.07 0.07

USA UK Bahrain UAE Qatar Saudi Arabia Kuwait Oman India Egypt¹

Average excl.Cairo: 0.62

According to DTZ, the estimated current completed retail floor space in Cairo is approximately 1.1 millionsquare metres of GLA. Of this, approximately 610,000 square metres are in East Cairo and approximately360,000 square metres are in West Cairo, while the remaining existing retail space is found in DowntownCairo with total GLA of 140,000 square metres (source: DTZ). Over the past decade the city’s retailmarket has been dominated by competition from the Maadi City Centre, Citystars Centre and DandyMega Mall. The city is also seeing rapid population growth on its outskirts, creating new potential for retailspace in these areas.

DTZ estimates that planned retail developments across Greater Cairo will boost the total GLA by 27%,adding c.460,000 square metres to the market by the end of 2016.

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Due to the lack of quality retail supply in the market, premium quality malls typically have robustoccupancy levels. Retail rental levels within Cairo’s key shopping malls have historically remainedinsulated with retail demand largely driven by local spending.

0

200

400

600

800

1000

1200

CairoFestival

City

SuncityMall

Citystars Mall ofArabia

Maadi CityCentre

DandyMega Mall

DowntownMall

Golf CityMall

Sky Plaza

Cairo Festival City13%

Arkadia Mall 11%

Mall of Arabia 10%

Dandy Mega Mall 7%Suncity Mall 5%

Golf City Mall 5%

Other38% Citystars 11%

Total existing GLA as of 2015: 1.1 mm sqm

Source: DTZ as of 2015

140 124 80 54111GLA

(‘000 sqm)61 341 301 N.A.

Key retail malls in Cairo Annual rental levels for major malls in Cairo as of 2014(US$/sqm

Source: DTZ as of 2015Note (1) Jones Lang LaSalle report as of Q4 2013

Office Real Estate Market in Cairo

Office space has for many years been concentrated within Downtown Cairo. Due to the general lack ofoffice stock or a recognised Central Business District, in the past many residential developments have beenused as office space. Over the last four to five years, New Cairo and 6th of October City have emerged asthe focus of business activity in Greater Cairo.

7.6

3.1 2.3 0.9 0.8

Dubai Abu Dhabi Riyadh Cairo Jeddah

4.6% 4.6% 3.6% 2.2% 3.6%

3.2% 3.2% 2.4% 4.2% 2.4%

Relative national real GDP growth

Office supply as of Q4 2014 (GLA mm sqm) compared to select MENA cities

Source: Jones Lang LaSalle Q4 2014, Economist Intelligence Unit as of Apr. 2015

2014E

2015E

Total formal office stock stood at 1.1 million square metres in the fourth quarter of 2014 and varies widelyin efficiency, quality of finishing and general services. There is currently a shortfall in qualityaccommodation, with critical mass established at Smart Village, Pyramids Heights and New Cairo.


180

288

288

132

396

360

250

282

333

36

36

96

36

57

36

25

36

96

Pyramids Heights

Polygon Business …

Smart Village

Maadi Contact …

Cairo Festival City

Star Capital

Nile Tower

World Trade Centre

Nile City Towers

0 100 200 300 400 500

Annual rent Annual Service chargeUS$ per sqm`

Cairo West

Cairo East

Downtown


Rental levels and service charges in Cairo

Smart Village33%

Nile City Towers 7%Star Capital 6%

KatameyDowntown

6%

Cairo Festival City 5%Nile Tower 3%

World TradeCentre

2%

Other38%

Total existing GLA as of 2015: 1.1 mm sqm

Office supply in Greater Cairo

According to DTZ, Greater Cairo’s office supply is expected to increase by the end of 2017 by 76% to1.96 million square metres compared to the current existing stock in the city of 1.12 million square metres.New Cairo will accommodate up to 64% of the Greater Cairo new office supply with the remainderdistributed between 6th of October City and other districts.

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Hospitality Market in Egypt

Egypt’s historic status as a tourist destination, offering holiday options from beach tourism to culturaltourism, combined with the stabilising political situation, underlies the expectation of positive momentumin the tourism sector over the next few years.

According to the 2015 World Travel and Tourism report on Egypt, the direct contribution of travel andtourism to GDP in 2014 was EGP 117.2 billion (5.9% of GDP). This is forecasted to rise by 3.2% in 2015.The direct contribution of travel and tourism to GDP is expected to grow by 4.5% per annum toEGP 187.7 billion (5.6% of GDP) by 2025.

Domestic travel spending generated 64.1% of direct travel and tourism GDP in 2014 compared with 35.9%for visitor exports (i.e., foreign visitor spending or international tourism receipts). Leisure travel spending(inbound and domestic) generated 72.0% of direct travel and tourism GDP in 2014, compared with 28.0%for business travel spending.

In 2014, travel and tourism investment (including the purchase of new aircraft and construction of newhotels) amounted to EGP 30.6 billion, and is expected to rise by 1.4% in 2015, and 5.1% per annum overthe next ten years to EGP 50.8 billion in 2025.

Political and economic stability and Government efforts to promote Egyptian tourism overseas haveresulted in a more than 50% increase in the number of travellers in the second half of 2014 as compared tothe second half of 2013.

Tourist Arrivals in Egypt

765 565

301

559 673 678

886

998

884

1,003

898

782

July August September October November December

2013 2014

Source: CAPMAS as of 2015

Greater Cairo can be segmented into three main tourism markets: Heliopolis (business), Downtown Cairo(business/leisure) and the Pyramids (leisure/business). East Cairo is expected to include a number ofleisure and retail developments that are part of mixed-use projects such as Cairo Festival City, EmaarMivida, Barwa City, Hyde Park and Festival Centre.

The hospitality market within West Cairo includes business, leisure and entertainment tourism. Thecatchment site is closely located near the most prominent point for leisure tourism in Giza, the pyramidsplateau, which attracts a large portion of visitors seeking to avoid the congested downtown district. Thearea also is attractive for business tourism due to the proximity of 6th of October City’s industrial district,Smart Village, Abou Rawash and Media City.

Significant recovery in hotel average daily rates reflects government initiatives to increase room rates onthe back of scrapping fuel subsidies. While occupancy levels have been hit by political instability over thepast few years, a gradual recovery is underway. In Cairo, occupancy levels in internationally branded hotels(4 and 5 stars) are recovering from below 40% occupancy in most of 2013 to levels above 50% in the thirdquarter of 2014.

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According to DTZ, there are an estimated 4,689 keys within the development pipeline until 2018.Downtown Cairo is expected to account for 43% of the development pipeline and East Cairo and WestCairo are expected to account for 34% and 26%, respectively.

Hotel stock by category (by no of keys) as of 2015 inGreater Cairo Average Daily Room Rate (U.S. $) in Cairo

Total keys: 29,513

5 Star56%

Other13%

3 Star16%

4 Star15%


59.0

105.0

Nov-13 Nov-14

78%


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SECURITIES MARKET INFORMATION

Egyptian Securities Market

The Capital Markets Authority (the ‘‘CMA’’) was established by the State in 1979 pursuant to PresidentialDecree No. 520 of 1979 to promote investment in the Egyptian securities market. The development of thesecurities market in Egypt since 1992 has encouraged certain Egyptian banks and financial institutions tobegin to provide securities underwriting, brokerage and mutual funds services. Between 1979 and 2009, theCMA was responsible for regulating the securities market in Egypt, issuing licences for financialintermediary businesses (including brokerage, venture capital, mutual fund management and portfoliomanagement), monitoring the continuing obligations of listed companies, monitoring the central securitiesdepositary and protecting investors. Egyptian Law No. 10 for 2009, published on 1 March 2009, establishedthe Egyptian Financial Supervisory Authority which replaced the CMA, the Egyptian InsuranceSupervisory Authority and the Egyptian Financial Leasing Authority as of 1 July 2009. The President of theEGX and the Chairman of EFSA have the right under the Capital Market Law to prohibit certain offersand bids for shares of listed companies which are considered to be manipulative, distorting or in violationof market rules.

The most important factor in the growth of the Egyptian securities market since 1992 has been the State’sprivatisation programme. The rate of privatisation in the early years was slow, but the process wasrevitalised under the administration of Prime Minister El-Ganzouri from 4 January 1996 to 15 October1999.

The Capital Market Law permitted the introduction of mutual funds to the Egyptian market.

Egyptian Companies Law permits companies to issue bonds and other tradable securities. The onlycorporate bond issue listed on the EGX prior to the enactment of the Capital Market Law was the CreditFoncier Egyptian bonds, issued in 1951. Recently, Orascom Construction Industries, Golden PyramidsPlaza Company, Contact, GB Auto and Mobinil have issued bonds on the EGX.

In February 2007, the Minister of Investment issued a decree adding a new chapter to the ExecutiveRegulations of the Capital Market Law. The new chapter regulated tender offers and mandatory tenderoffers by prohibiting acquisitions of securities through open market purchases of one-third or more of thecapital or voting rights of the target company. See ‘‘Description of Share Capital and Applicable EgyptianLaw—Voting Rights and Shareholders’ Meetings—Certificates, Registry and Transfer’’.

The EGX30 Index’s market capitalisation was EGP 219.9 billion (US$28.8 billion) as of 31 March 2015,EGP 214 billion (US$ 28.0 billion) as of 31 December 2014, EGP 155 billion (US$ 20.3 billion) as of31 December 2013 and EGP 117 billion (US$ 15.3 billion) as of 31 December 2012.

The Hermes Index’s level was 828.826 as of 31 March 2015, 833.853 as of 31 December 2014, 675.375 as of31 December 2013 and 551.026 as of 31 December 2012. The EGX is characterised by a relative lack ofliquidity. As of 31 March 2015, there were 14 listed companies only with an average daily traded valueabove EGP 10.0 million (US$1.3 million). The average daily trading value for the period from 1 January2015 to 31 March 2015 was approximately EGP 562.0 million (US$73.6 million), from 1 January 2014 to31 December 2014 was approximately EGP 788.9 million (US$ 103.3 million), from 1 January 2013 to31 December 2013 was approximately EGP 368.5 million (US$ 48.3 million), and from January 2012 to31 December 2012 was approximately EGP 459.8 million (US$ 60.2 million).

Stock Exchange Trading Mechanisms

Egypt’s trading and settlement mechanisms have been significantly improved over the past few years. Acomputerised trading system at the EGX allows for automatic electronic matching for bids and offers. Theelectronic trading system links the EGX and allows brokers remote access to the trading floor. It also linksall independent bookkeeping activities to the MCDR, which helps ensure greater speed and efficiency inthe settlement process. Trading on the EGX takes place between 10:00 a.m. and 2:30 p.m., Sunday throughThursday, excluding official public holidays.

During each trading session, the price of the stocks is restricted to a 10% ceiling and floor from its previousclosing price. The EGX removes the price restrictions on the request of a broker who is willing to effect atransaction above the ceiling or below the floor, provided the pricing committee of the EGX approves. Theclosing price of traded shares is determined by calculating a volume-weighted average price of the tradedshares for the session. Cumulative transactions below 100 shares do not affect the closing price of therelevant underlying security.

Brokerage commissions for transactions are not fixed by the EGX or other regulatory bodies, but insteadvary depending on the size of the transaction and the brokerage house executing the trade.

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DESCRIPTION OF SHARE CAPITAL AND APPLICABLE EGYPTIAN LAW

Set out below is a summary of certain information relating to the Ordinary Shares, certain provisions of theStatutes, the Capital Market Law, Egyptian Companies Law and certain related laws and regulations, all ineffect as of the date hereof. This summary does not purport to be complete.

General

Emaar Misr was established as an Egyptian joint stock company under the Egyptian Investment Law on16 March 2005. As of the date of its incorporation, Emaar Misr’s authorised share capital wasEGP 100.0 million and the issued share capital was EGP 10.0 million consisting of 1.0 million OrdinaryShares, each with a nominal value of EGP 10.

The split of the Ordinary Shares in issue prior to the Combined Offering and the change of the par valueof the Ordinary Shares from EGP 10 to EGP 1 was approved by an Extraordinary General Meeting of theCompany held on 31 March 2015, EFSA on 4 May 2015 and GAFI on 5 May 2015.

As of the date of this Offering Memorandum, Emaar Misr’s authorised share capital is EGP 4.5 billion andthe issued share capital is EGP 4,019,338,000 consisting of 4,019,338,000 Ordinary Shares, each with anominal value of EGP 1. On 11 May 2015, the Extraordinary Shareholders Meeting approved the increaseof the Company’s authorised capital from EGP 4,500,000,000 to EGP 10,000,000,000. The process offinalising the capital increase and reflecting it on the Company’s commercial register will be completedbefore the closing of the public subscription period in the Egyptian Public Offering which is scheduled tooccur on 25 June 2015. The issuance of the New Shares is subject to EFSA’s and GAFI’s approval which isexpected to be obtained prior to the Closing Date.

The legal objectives of Emaar Misr, as stated in Article 3 of the Statutes, are:

1. Financial leasing in accordance with Article 2 of law number 95 of the year 1995 and the conditionsset out in the law.

2. Design, construction, management, operation and maintenance of electric power stations of differentsources and distributions networks.

3. Design and construction of urban areas and furnishing them with all utilities and services.

4. Construction, operation, management and maintenance of potable water treatment stations and theirdistribution networks.

5. Construction, operation, management and maintenance of sewage or industrial waste drainage,purification stations and their networks.

6. Development of projects, investments and real estate.

7. Ownership, construction, management and touristic marketing of fixed and floating hotels, motels,touristic apartments, resorts, safari yachts and the service, recreational, sports, commercial andcultural activities relating to or complementing the aforementioned, as well as completion anddevelopment of their constructions and integrated touristic development.

8. Construction and operation of yacht marinas, golf courses, diving centres and the activities relating toor completing them.

9. Facility operation and maintenance.

10. The establishment and management of call centres.

11. General and specialised construction.

12. Real estate marketing, real estate and property management and leasing for residential, commercialand administrative purposes.

13. Electricity distribution.

Limitation of Liability

Pursuant to the Egyptian Companies Law, a shareholder’s liability for an Egyptian joint stock company’slosses is limited to the amount of his or her investment in the shares, unless the shares are not fully paid, in

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which case the shareholder shall be liable for the rest of the unpaid portion of the nominal value of thepartly-paid shares.

Voting Rights and Shareholders’ Meetings

General

The Egyptian Companies Law provides for two types of shareholders’ meetings: ordinary andextraordinary. Shareholders wishing to attend the Ordinary General Meetings or the ExtraordinaryGeneral Meetings are required to deposit their shares with the bookkeeping company holding their sharesto be blocked in advance of the Ordinary General Meeting and/or Extraordinary General Meeting and topresent evidence of such deposit in the form of a statement issued by MCDR at least three days prior tothe date of the Ordinary General Meeting. No transfer of ownership of such deposited/frozen shares maybe recorded in Emaar Misr’s/MCDR records until the date of the closing of the meeting.

According to the Statutes, Emaar Misr’s ordinary general meetings may take place in Cairo and upon therequest of the Board of Directors, Emaar Misr’s auditors, as appointed at Emaar Misr’s prior OrdinaryGeneral Meeting, or shareholders together holding or representing at least 5.0% of Emaar Misr’soutstanding share capital.

The quorum of the Ordinary General Meeting is constituted and the meeting is valid by the presence ofshareholders (or their representatives) representing at least 50.0% of the outstanding share capital andresolutions passed therein are effective by an absolute majority vote of the shares represented at themeeting. If a quorum is not met, the meeting is adjourned for a maximum of 30 days. Uponrecommencement of the adjourned meeting, there is no quorum requirement for the meeting to be valid.An Ordinary General Meeting must be convened once a year within a maximum of three months from theend of each fiscal year and an invitation must be sent to shareholders within a certain time period prior tothe date upon which the Ordinary General Meeting takes place. Matters that may be considered at thesemeetings include, but are not limited to, the election, re-election or dismissal of directors, the approval ofannual financial statements, approval of the Board of Directors’ report, monitoring the Board of Directors’activities and releasing them from liability, the appointment of statutory auditors, the determination of theremuneration and allowance of the members of the Board of Directors and the approval of the distributionof net profits.

Emaar Misr’s extraordinary general meetings are held at any time upon the request of the Board ofDirectors or shareholders holding or representing at least 10.0% of Emaar Misr’s outstanding sharecapital. The quorum of the Extraordinary General Meeting is constituted and the meeting is valid by thepresence of shareholders (or their representatives) representing at least 50.0% of the outstanding sharecapital. The resolutions passed by a majority vote of 66.6% of the Ordinary Shares represented at themeeting shall be effective. Resolutions pertaining to an increase or decrease of the share capital, mergersof Emaar Misr and any other entity, amendments to Emaar Misr’s stated objectives or its dissolutionrequire a super-majority of 75.0% of the Ordinary Shares represented at the meeting. If a quorum is notpresent, the meeting is adjourned for a maximum of 30 days. Upon recommencement of the adjournedmeeting, a quorum is constituted and the meeting is valid by the presence of shareholders (or theirrepresentatives) representing at least 25.0% of the outstanding share capital. Certain matters are withinthe exclusive scope of the Extraordinary General Meeting, including, without limitation, amendments tothe Statutes, approval of mergers, increases or decreases of the share capital and dissolution of EmaarMisr.

The Board of Directors must be represented at any shareholders’ meeting by no less than the quorumrequired for convening a meeting of the Board of Directors. In all cases the shareholders’ meeting will bevalid if attended by at least three directors, including the Chairman, the Vice Chairman or the ManagingDirector, provided that all other conditions regarding the validity of the shareholders’ meeting are met.

A copy of any shareholders’ meeting notification must be sent to the EFSA and GAFI at the same time asnotification to shareholders is effected in order for their representatives to attend the general meeting. Theauditor of Emaar Misr must be invited by registered mail or hand-delivery to attend the meeting. Theauditors must attend the meeting for it to be valid. Pursuant to the EGX Listing Rules, a company mustdisclose the resolutions of its shareholders’ meetings to the EGX and the EFSA immediately upon theconvention of such meeting or prior to the next trading session at the EGX at the latest. The executedminutes of meeting must be submitted to the EGX one week after the convention of such meeting while

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the ratified minutes by GAFI need to be submitted to the EGX at the most 3 days after receiving theratified minutes from GAFI.

The manner of voting in all shareholders’ meetings is by the means proposed by the meeting’s chairmanand approved by the shareholders represented at the meeting. If the resolution to be passed relates to;(a) the appointment or removal of any director, (b) the filing of any allegations against any director or theChairman of the Board, or (c) if at least 10.0% of the shareholders attending the meeting so request, asecret ballot must be held. No director may vote on any resolution relating to the determination of hisremuneration, fees, discharge of liability or relating to his management conduct. Corporate shareholdersrepresented on the Board must be represented at the shareholders level by a representative other than itsdirector on the Board, if relevant.

Any shareholder may attend shareholders’ meetings in person or by proxy. The proxy must be in writingand must be given to a shareholder. Shareholders that are not represented by directors on the Board maynot give a proxy to a Board director in a shareholders’ meeting to represent them. A shareholder may notrepresent by proxy more than 10.0% of the total number of shares in Emaar Misr or 20.0% of the sharesrepresented at the meeting.

The minutes of the shareholders’ meetings are ratified by GAFI, within a maximum of one month from thedate of convening the meeting and are recorded in a register held by Emaar Misr. Once Emaar Misr islisted on the EGX, the minutes are required to be disclosed to the EFSA and the EGX immediatelyfollowing the meeting and before the following trading session. The minutes, executed by the Chairman,are required to be delivered to the EGX within a maximum period of one week from the date of conveningthe meeting. The ratified minutes are required to be delivered to the EGX within a maximum period ofthree business days from the date of receipt from GAFI. The minutes registers are available for review andinspection by the shareholders, Emaar Misr’s auditor and the competent administrative authorities, but arenot available to the public. However, as Emaar Misr is listed on the EGX, the resolutions will be requiredto be disclosed to the EFSA and the EGX and material resolutions are published on the EGX’s website asa reporting and transparency requirement.

Shareholders who have objected to any given resolution or who did not attend the meeting where theresolution was passed, for a valid reason, are entitled to request the suspension or nullification of suchresolution if the resolution is found to be in favour or disfavour of a certain group of shareholders orprovides a special benefit to Emaar Misr’s Board of Directors or others without considering Emaar Misr’sinterests. GAFI may act on behalf of the shareholders if so requested.

Dividends

The Statutes provide that dividends, if any, are paid annually based on the net profits generated accordingto Emaar Misr’s audited financial statements prepared in accordance with Egyptian Accounting Standards.Pursuant to the Egyptian Companies Law, Emaar Misr must convene an Ordinary General Meeting nolater than three months after the end of the fiscal year to determine the dividends, if any, to be distributed.Dividends declared by resolution of the shareholders at an Ordinary General Meeting must be distributedwithin one month from the date of the Ordinary General Meeting. The Statutes provide that certainportions of Emaar Misr’s profits should be allocated as legal reserves, distribution to employees,shareholders’ dividends and remuneration of the Board of Directors. See ‘‘Dividend Policy’’.

Increases and Reductions in Capital

Emaar Misr’s share capital may be decreased or increased only by a resolution adopted at a duly convenedExtraordinary General Meeting by a 75.0% majority of the Ordinary Shares present or represented at themeeting. The approval of the EFSA is required for the issuance of any new shares and also on thereduction of the capital. Ratification by GAFI is required on the minutes of the Extraordinary GeneralMeeting or Board meeting, as applicable, approving the capital increase or decrease. Furthermore, anyamendment to Articles 6 and 7 of the Statues in connection with an increase or decrease of the authorisedand/or issued share capital of Emaar Misr requires the approval of the Chairman of GAFI as Emaar Misris incorporated pursuant to the Egyptian Investment Law. Changes in the share capital must also beregistered with the MCDR, and the issuance of new shares should be listed on the EGX within threemonths of the date of the action that created the issuance. Capital decreases should be registered with theEGX within three months of the date of the resolution of the Extraordinary General Meeting approvingthe decrease. Moreover, changes in Emaar Misr’s share capital must be inscribed on the commercialregister extract of Emaar Misr.

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Increases in the share capital must be made at fair value at the time of issuance of the shares in accordancewith a fair valuation report issued by an independent financial advisor (an ‘‘IFA’’), provided that the rightsissue allocated among existing shareholders of Emaar Misr may be made at par value subject to theapproval by the Extraordinary General Meeting. For all capital increases, approval at an ExtraordinaryGeneral Meeting is required. The decision of the Extraordinary General Meeting determines whether theshares may be offered to a new investor or to existing shareholders. However, where the decision is to offershares to new investors, the Board of Directors must submit substantive reasons along with an auditorreport indicating the benefits the Company will achieve from offering the shares to new investors. TheExtraordinary General Meeting may approve the waiver of any pre-emption rights. An IFA report isrequired if any new shares are offered to a new investor at fair value. In the case of rights’ issuance, thesubscription rights may be traded by the holders of the shares together with the Ordinary Shares before thecommencement of the subscription period and independently from the shares following thecommencement of the subscription period. If a rights issue is made above par value, an IFA report will berequired.

According to the EGX Listing Rules, Emaar Misr may not increase or decrease its share capital, publishthe invitation to any Extraordinary General Meeting to consider the same or carry out the requiredprocedures, without submitting a disclosure report in the prescribed form to the EGX together with therelevant Board minutes approving the increase or decrease, the EGX’s approval of such report and itspublication on the EGX trading screens. The invitation of the Extraordinary General Meeting for thecommencement of capital increase or decrease procedures must be made within one week at most fromthe date of EGX’s approval of the disclosure report and its publication on EGX trading screens. Therelevant Board minutes must include an authorisation to the Chairman to undertake the same.

Certificates, Registry and Transfer

The Ordinary Shares are registered on the MCDR system in a dematerialised form and cannot be held incertificated form. The Ordinary Shares are eligible for clearing and settlement through the MCDR system.Emaar Misr is entitled to request the MCDR at any time to issue a detailed statement of the registeredowners of the Ordinary Shares. As Emaar Misr is listed on the EGX, all transfers of Ordinary Shares willbe effected on the EGX in accordance with the EGX trading rules through EFSA-licenced brokers, andare recorded on the electronic book-entry system of the MCDR and reflected in the statements of accountissued by the authorised custodians.

According to the EGX Listing Rules and the Capital Market Law, each shareholder acquiring, includingthrough its related parties, 5.0% or multiples thereof of the outstanding Ordinary Shares or subscriptionrights of Emaar Misr must disclose the same, and shareholders must also disclose when their shareholdingsfall below 5.0% of the outstanding Ordinary Shares. The above threshold is 3.0% and its multiples forDirectors, employees and related parties thereof. In the event that the stake acquired by the shareholder,including its related parties, represents 25.0% or more of the Ordinary Shares or voting rights, thepurchasing shareholder must disclose its future investment plan and intention with regard to themanagement of Emaar Misr. In each of the above cases, disclosure must be made to the EGX in theprescribed form and prior to the commencement of the next trading session. The EGX publishes suchdisclosures immediately on the trading screens and on its website.

According to Article 331 of the Executive Regulations of the Capital Market Law, a person may acquire,independently or together with related parties, less than one-third of the share capital or voting rights ofEmaar Misr through open market transactions (i.e., by applying the normal EGX trading rules) or througha voluntary tender offer. According to Article 353 of the Executive Regulations of the Capital Market Law,the obligation to launch a mandatory tender offer for the acquisition of 100.0% of the shares, votingsecurities and convertible securities of Emaar Misr would arise in any of the following situations:

(i) if a person acquires, independently or together with related parties, one-third or more of the sharecapital or voting rights of Emaar Misr; provided, however, that the EFSA may temporarily exemptsuch person from this obligation if the percentage in excess does not exceed 3.0% of the share capitalor voting rights of Emaar Misr, and such excess percentage is disposed of within a period notexceeding six months from reaching the one-third threshold, and the excess shares do not entitle theholder to any voting rights within such period (i.e., until the disposal of the excess percentage takesplace);

(ii) if a person that holds, independently or together with related parties, between one-third and one-halfof the share capital or voting rights of Emaar Misr, independently or together with related parties, and

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(a) acquires more than an additional 2.0% of the share capital or voting rights within 12 consecutivemonths, or (b) exceeds one-half of the share capital or voting rights at any point in time; or

(iii) if a person that holds, independently or together with related parties, between one-half and three-quarters of the share capital or voting rights of Emaar Misr, independently or together with relatedparties, and (a) acquires more than an additional 2.0% of the share capital or voting rights within 12consecutive months, or (b) exceeds three-quarters of the share capital or voting rights at any point intime.

The foregoing provisions do not apply in case of the decrease of capital due to the cancellation of treasuryshares or the increase of capital in cash or though debt-to-equity swaps. However, it will apply where thereare purchases of subscription rights.

Liquidation Rights and Other Distributions

In the event of the liquidation, dissolution or winding-up of Emaar Misr, the assets of Emaar Misr are tobe applied to satisfy its liabilities. If any surplus remains, shareholders would participate on a pro-rata basisin any such surplus.

If, during Emaar Misr’s financial year, the losses of Emaar Misr exceed 50.0% or more of its capital, anExtraordinary General Meeting must be convened upon the invitation of the Board to decide whether todissolve Emaar Misr or to continue its activities. Resolutions of the Extraordinary General Meeting inrelation to dissolution or continuation are adopted by a three-quarters majority of the shares present orrepresented at the meeting.

Pre-emptive Rights

If there is an increase in the share capital of Emaar Misr by the issuance of shares, the EgyptianCompanies Law and the Statutes provide that the existing shareholders have pre-emptive rights inconnection with that share issue pro rata to the percentage held by each existing shareholder prior to theissuance of the new shares, unless the Extraordinary General Meeting resolves by a 75.0% majority of theshares present or represented at the relevant meeting to offer part or all of the capital increase shares in apublic subscription without applying the pre-emptive rights.

Although any pre-emptive rights in connection with any future issuance of shares for cash will be (unlesswaived) available to the holders of Ordinary Shares, U.S. holders of Ordinary Shares may not be entitledto exercise their pre-emptive rights unless a registration statement under the Securities Act has beendeclared effective in respect of such rights and such Ordinary Shares or an exemption from the registrationrequirements thereunder is available. Emaar Misr intends to evaluate at the time of any pre-emptive rightsoffering the costs and potential liabilities associated with the filing of any such registration statement orqualifying for any such exemption, if required, as well as the indirect benefits to it of enabling the exerciseof pre-emptive rights by U.S. holders of Ordinary Shares and any other factors Emaar Misr considersappropriate at such time, and then to make a decision regarding whether to file such registration statementor seek to qualify for such exemption. If no registration statement is filed and Emaar Misr does not takesteps to comply with an exemption from the registration requirements under the Securities Act in relationto such rights, the registrar is required to sell U.S. holders’ pre-emptive rights or, in its discretion, toarrange for such rights to be exercised and the resulting shares or securities to be sold and to distribute thenet proceeds thereof to U.S. holders. See ‘‘Risk Factors—Risks Relating to the Shares—Shareholders in theUnited States may be unable to participate in future rights offerings’’.

Acquisition of its Own Shares

Emaar Misr may purchase its own shares pursuant to a Board resolution in order to reduce its outstandingshare capital, to make a distribution to its employees in the form of an ESOP, or in connection withdelisting from the EGX. In accordance with the Egyptian Companies Law, if Emaar Misr acquires its ownshares, it must either resell such shares within a maximum of one year of the date of acquisition or cancelsuch shares; in addition to this obligation the EGX Listing Rules include an additional obligation ofmaintaining such treasury shares for a minimum period of three months prior to the reselling orcancellation. Treasury shares do not have distribution of profits or voting rights.

Furthermore, as Emaar Misr is listed, according to the EGX Listing Rules, any treasury buyback by EmaarMisr must be made in compliance with the EGX directives guaranteeing equality among investors andmarket stability. Emaar Misr may not acquire or own more than 10.0% of its listed share capital in the

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form of treasury shares. Emaar Misr must hold the treasury shares acquired for a minimum of threemonths and a maximum of one year, after which they must be cancelled and the capital decreasedaccordingly.

Emaar Misr must first hold a meeting of the Board of Directors to approve the treasury buyback andsubsequently notify the EGX of its wish to acquire treasury shares at least three business days beforecarrying out the acquisition. The notice must include the reasons for the acquisition, the source offinancing, the expected impact on Emaar Misr’s performance indicators, the purchase price, the quantity,the envisaged period of implementation and Emaar Misr’s broker. The minutes of the Board of Directors’meeting must be attached to the notice.

The securities acquired by Emaar Misr must be local shares (i.e., not including depositary receipts). EmaarMisr must disclose to the EGX the percentage of treasury shares acquired or disposed of at the end ofeach day in which transactions in treasury shares take place, and the EGX publishes the disclosedinformation on its trading screens and website.

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TRANSFER RESTRICTIONS

The Institutional Offering is being made in accordance with Rule 144A and Regulation S of the SecuritiesAct. The Institutional Offering Shares have not been and will not be registered under the Securities Act orwith any securities regulatory authority of any state or other jurisdiction of the United States, and,accordingly, are not being offered or sold within the United States, except to QIBs in reliance on theexemption from the registration requirements of the Securities Act provided by Rule 144A or anotherexemption from, or in transactions not subject to, the registration requirements of the Securities Act, andto persons outside the United States in accordance with Regulation S. Terms used in this paragraph thatare defined in Rule 144A or in Regulation S under the Securities Act are used herein as so defined.

Investors in the United States

Each purchaser of Rule 144A Shares will be deemed to have represented and agreed as follows:

1. It acknowledges (or if it is acting for the account of another person, such person has confirmed to itthat it acknowledges) that the Rule 144A Shares have not been and will not be registered under theSecurities Act.

2. It certifies that (a) it is a QIB and, at the time of issuance of the Rule 144A Shares (as the case maybe), it (or one or more QIBs for whose account it is acting) will be the beneficial owner of theRule 144A Shares (as the case may be), and (b) it is aware that the sale to it is being made in relianceon Rule 144A.

3. It agrees (or if it is acting for the account of another person, such person has confirmed to it that suchperson agrees) that it will not offer, sell, pledge or otherwise transfer the Rule 144A Shares (as thecase may be) except (i) to a person whom it reasonably believes (or it and anyone acting on its behalfreasonably believe) is a QIB within the meaning of Rule 144A in a transaction meeting therequirements of Rule 144A; (ii) outside the United States in accordance with Rule 903 or Rule 904 ofRegulation S under the Securities Act; (iii) pursuant to exemptions provided by Rule 144 under theSecurities Act (if available), in each case in accordance with any applicable securities laws of any stateof the United States, (iv) pursuant to any other available exemption from the Securities Act or(v) pursuant to an effective registration statement.

4. Each purchaser of Rule 144A Shares understands that the Rule 144A Shares may not be deposited orcaused to be deposited into any depositary share facility established or maintained by a depositarybank, other than a restricted depositary share facility, so long as such Rule 144A Shares are ‘‘restrictedsecurities’’ within the meaning of Rule 144(a)(3) under the Securities Act.

5. It acknowledges that the Company, the Managers and their respective affiliates and others will relyupon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If itis acquiring the Rule 144A Shares for the account of one or more QIBs, it represents that it has soleinvestment discretion with respect to each such account and that it has full power to make theforegoing acknowledgements, representations and agreements on behalf of each such account.

Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with theabove-stated restrictions shall not be recognised by the Company in respect of the Rule 144A Shares.

No representation can be made as to the availability of the exemption provided by Rule 144 under theSecurities Act for resales of the Rule 144A Shares. It acknowledges that the Company, the Managers andothers will rely upon the truth and accuracy of the foregoing acknowledgements, representations andwarranties and agrees that if any of such acknowledgements, representations and warranties deemed tohave been made by virtue of its purchase of the Rule 144A Shares are no longer accurate, it will promptlynotify the Company, and if it is purchasing Rule 144A Shares as a fiduciary or agent for one or moreaccounts, it represents that it has sole discretion with respect to each such account and full power to makethe foregoing acknowledgements, representations and warranties on behalf of each account. Eachpurchaser will, and each subsequent holder of Rule 144A Shares is required to, notify any purchaser ofsuch Rule 144A Shares from it of the resale restrictions referred to in paragraph 3 above.

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Investors outside the United States

Each purchaser of Regulation S Shares will be deemed to have represented and agreed as follows:

1. It acknowledges (or if it is a broker-dealer, its customer has confirmed to it that such customeracknowledges) that the Regulation S Shares (as the case may be) have not been and will not beregistered under the Securities Act and that the sale of the Regulation S Shares is being madepursuant to and in accordance with Regulation S.

2. It certifies that either:

(a) it is, or at the time the Regulation S Shares are issued will be, the beneficial owner of theRegulation S Shares and (i) it is located outside the United States and has acquired, or hasagreed to acquire and will have acquired, the Regulation S Shares outside the United States,(ii) it is not an affiliate of the Company or a person acting on behalf of such an affiliate, and(iii) it is not in the business of buying and selling securities or, if it is in such business, it did notacquire the Regulation S Shares from the Company or any affiliate thereof in the initialdistribution of Regulation S Shares; or

(b) it is a broker-dealing acting on behalf of its customer, its customer has confirmed to it that suchcustomer is, or at the time the Regulation S Shares are issued will be, the beneficial owner of theRegulation S Shares and (i) it is located outside the United States and acquired, or has agreed toacquire and will have acquired, the Regulation S Shares outside the United States, (ii) it is not anaffiliate of the Company or a person acting on behalf of such an affiliate, and (iii) it is not in thebusiness of buying and selling securities or, if it is in such business, it did not acquire theRegulation S Shares from the Company or any affiliate thereof in the initial distribution of theRegulation S Shares.

3. It acknowledges that the Company, the Managers and others will rely upon the truth and accuracy ofthe foregoing acknowledgements, representations and warranties and agrees that if any suchacknowledgements, representations and warranties deemed to have been made by virtue of itspurchase of the Regulation S Shares are no longer accurate, it will promptly notify the Company, andif it is purchasing Regulation S Shares as a fiduciary or agent for one or more accounts, it representsthat it has sole discretion with respect to each such account and full power to make the foregoingacknowledgements, representations and warranties on behalf of each account.

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TAXATION

The following summary of material U.S. federal income and Egyptian tax consequences of the acquisition,ownership, and disposition of Ordinary Shares is of a general nature and based upon laws, regulations, decrees,rulings, double taxation conventions, agreements and arrangements, administrative practice and judicialdecisions in effect as of the date of this Offering Memorandum. Legislative, judicial or administrative changesor interpretations may, however, be forthcoming that could alter or modify the statements and conclusions setforth herein. Any such changes or interpretations may be retroactive and could affect the tax consequences toholders of the Ordinary Shares. This summary does not purport to be a legal opinion or to address all taxaspects that may be relevant to a holder of Ordinary Shares.

EACH PROSPECTIVE HOLDER IS URGED TO CONSULT HIS, HER OR ITS TAX ADVISER ASTO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE ACQUISITION,OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE APPLICABILITYAND EFFECT OF ANY OTHER TAX LAWS OR TAX TREATIES, AND OF PENDING ORPROPOSED CHANGES IN APPLICABLE TAX LAWS AS OF THE DATE OF THIS OFFERINGMEMORANDUM AND OF ANY ACTUAL CHANGES IN APPLICABLE TAX LAWS AFTER SUCHDATE.

Certain Egyptian Tax Considerations

The following is a summary of the principal tax consequences for holders of Ordinary Shares who are notresidents in Egypt (‘‘Non-Residents’’). This summary addresses only the tax consequences forNon-Resident investors.

Dividend Withholding Tax

Dividends were not previously taxable under the Egyptian tax law No. 91 for 2005 (the ‘‘Egyptian TaxLaw’’). However, Presidential Decree issuing Law No. 53 for 2014 amending the Egyptian Tax Law (the‘‘Tax Law Reform’’) was recently passed and introduced dividend withholding tax. It should be kept underconsideration that the Tax Law Reform has made substantial changes and is quite new to the market.

The Egyptian Tax Law, as amended by the Tax Law Reform, defines dividends as any income resultingfrom shares including preferred shares, founding shares or any other instruments giving their holders anentitlement to participate in the profits of an Egyptian company.

According to the Egyptian Tax Law, as amended by the Tax Law Reform, dividends distributed by Egyptiancompanies and partnerships (including profits realised by a Non-Resident’s permanent establishment inEgypt) to Non-Residents are subject to a flat rate withholding tax amounting to 10% of such dividendswithout deducting any costs or expenses. Bonus shares are not subject to such withholding tax.

The amount of withholding tax applicable to dividends’ distribution to Non-Residents is reduced to 5%without deducting any costs or expenses providing that (i) the Non-Resident to which dividends will bedistributed holds more than 25% of such company’s capital or voting rights; and (ii) the Non-Residentholds such shareholding for no less than 2 years.

Taxation of Capital Gains

Capital gains resulting from the sale of listed shares (‘‘CGT’’) were not previously taxable under theEgyptian Tax Law, but were recently introduced under the Tax Law Reform.

According to the Egyptian Tax Law, as amended by the Tax Law Reform, capital gains realised fromdisposing of companies’ shares listed on EGX or shares of Egyptian resident companies that are not listedon EGX are taxable, whether such gains have been realised in Egypt or elsewhere.

Further, the Egyptian Tax Law as amended by the Tax Law Reform provides that capital gains realised byNon-Residents as outlined above shall be subject to a flat CGT rate of 10% without deducting any costs orexpenses.

CGT is calculated based on the net capital profits realised by the portfolio (total owned stocks) at the endof the fiscal year based on the difference between the swap or sale price (or by any other means ofdisposing the relevant securities) and the price of its acquisition after deducting brokerage commissions.

The Egyptian authority executing the trade, i.e., MCDR, shall withhold and remit to the Egyptian taxauthority 6% of the amount of realised capital gains for each trade in accordance with the procedures set

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forth in the executive regulations of the Egyptian Tax Law. Settlement shall take place every three monthson account of tax. The remaining balance is declared by the Non-Resident directly with the Egyptian taxauthority by filing the required forms pursuant to the procedures set by the Egyptian tax authority.

MCDR shall, at the end of the fiscal year, settle the difference between the CGT amount which has beenwithheld and remitted to the Egyptian tax authority with the actual CGT amount due at the end of thefiscal year. The Egyptian tax authority shall rebate any amounts which have been withheld and remitted inexcess to actual due CGT in accordance with the procedures and within the timeframes set forth in theexecutive regulations of the Egyptian Tax Law.

On 17 May 2015, the Egyptian Ministerial Cabinet decided to postpone the application of the capital gainstax for two years. However, as of the date of this Offering Memorandum, no formal regulation has beenpromulgated to this effect. The Minister of Investment stated on 28 May 2015, that the amendmentspertaining to the postponement of the application of the capital gains tax would be issued within threeweeks and would be applicable as of 17 May 2015.

Certain United States Federal Income Tax Considerations

The following is a discussion of certain U.S. federal income tax consequences of the acquisition, ownershipand disposition of Ordinary Shares by a U.S. Holder (as defined below). This discussion deals only withinitial purchasers of Ordinary Shares that are U.S. Holders and that will hold the Ordinary Shares ascapital assets. This discussion does not address the effects of any U.S. federal tax laws other than U.S.federal income tax laws (such as estate and gift tax laws) or any state, local or non-U.S. tax laws. Thisdiscussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, asamended (the ‘‘Code’’), U.S. Treasury regulations promulgated thereunder, and administrative rulings andjudicial interpretations thereof, as well as on the Income tax Convention Between the United States ofAmerica and Egypt (the ‘‘U.S. Treaty’’), in each case as in effect of the date hereof. All of the foregoingauthorities are subject to change, which change could apply retroactively and could affect the taxconsequences described below. There can be no assurance that the United States Internal Revenue Service(the ‘‘IRS’’) or U.S. courts will agree with the tax consequences described in this discussion.

The discussion does not cover all aspects of U.S. federal income taxation that may be relevant to aninvestor in light of such investor’s particular circumstances, including the impact of the unearned incomeMedicare contribution tax, or to investors subject to special treatment under the U.S. federal income taxlaws (such as banks or other financial institutions; insurance companies; tax-exempt organisations;regulated investment companies; real estate investment trusts; investors liable for the alternative minimumtax; U.S. expatriates; dealers in securities or currencies; traders in securities; persons that directly,indirectly or constructively own 10% or more of the Company’s equity interests; investors that will hold theOrdinary Shares as part of straddles, hedging transactions or conversion transactions for U.S. federalincome tax purposes; or U.S. Holders whose functional currency is not the U.S. dollar). This discussionapplies to only U.S. Holders who qualify for benefits under the U.S. Treaty and are residents of the UnitedStates for purposes of the U.S. Treaty.

As used herein, the term ‘‘U.S. Holder’’ means a beneficial owner of Ordinary Shares that is, for U.S.federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation orany entity taxable as a corporation for U.S. federal income tax purposes created or organised under thelaws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of whichis subject to U.S. federal income tax without regard to its source; or (iv) a trust if (a) a court within theUnited States is able to exercise primary supervision over the administration of the trust and one or moreU.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust a validelection in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds OrdinaryShares, the U.S. tax treatment of a partner in the partnership will depend on the status of the partner andthe activities of the partnership. Prospective purchasers that are partnerships or partners in partnershipsshould consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition,ownership and disposition of Ordinary Shares.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FORGENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULTTHEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF OWNING ORDINARYSHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE

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APPLICABILITY AND EFFECT OF OTHER FEDERAL, STATE, LOCAL, FOREIGN AND OTHERTAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Distributions

Subject to the discussion below under ‘‘—Passive Foreign Investment Company Considerations,’’ the grossamount of any distribution of cash or property with respect to the Ordinary Shares generally will beincluded in a U.S. Holder’s gross income as dividend income to the extent such distributions are paid outof the Company’s current or accumulated earnings and profits (as determined under U.S. federal incometax principles). Because the Company does not maintain calculations of its earnings and profits under U.S.federal income tax principles, U.S. Holders should assume that any distribution will be treated as adividend for U.S. federal income tax purposes. The amount of a dividend will include any amountswithheld in respect of foreign taxes. A dividend will be included in a U.S. Holder’s income as ordinaryincome on the date such U.S. Holder receives it, and it will be treated as foreign-source dividend income.The dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S.Holders.

Subject to certain holding period requirements and other conditions, dividends paid to individuals andother non-corporate U.S. Holders of the Ordinary Shares may be eligible for preferential rates of taxationif the dividends are ‘‘qualified dividends’’ for U.S. federal income tax purpose. Dividends received withrespect to the Ordinary Shares may be qualified dividends if the Company (i) is eligible for the benefits ofa comprehensive income tax treaty with the United States that the IRS has approved for purposes of thequalified dividend rules, and (ii) was not a passive foreign investment company (‘‘PFIC’’) during the yearin which the dividend is paid or the prior taxable year and certain other requirements. The U.S. Treaty hasbeen approved for purposes of the qualified dividend rules and the Company expects to be eligible for thebenefits of the U.S. Treaty. U.S. Holders should consult their tax advisors regarding the application of therelevant rules to their particular circumstances.

Foreign Currency Dividends

The amount of a dividend will be treated as foreign-source dividend income. The gross amount of anydividend income paid in foreign currency will be the U.S. dollar amount calculated by reference to the spotmarket exchange rate in effect on the date of receipt, regardless of whether the payment is in factconverted into U.S. dollars on that date. If the dividend is converted into U.S. dollars on the date ofreceipt, a U.S. Holder should not be required to recognise foreign currency gain or loss in respect of thedividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted intoU.S. dollars after the date of receipt, which gain or loss will be U.S.-source ordinary income or loss.

Effect of Egyptian Withholding Taxes

Under current Egyptian law (see ‘‘—Certain Egyptian Tax Considerations—Dividend Withholding Tax’’),dividends paid by an Egyptian corporation to a U.S. Holder will ordinarily be subject to Egyptianwithholding tax. For U.S. federal income tax purposes, U.S. Holders will be treated as having received theamount of Egyptian taxes withheld by the Company, and as then having paid over the withheld taxes to theEgyptian tax authority. As a result of this rule, the amount of dividend income included in gross income forU.S. federal income tax purposes by a U.S. Holder with respect to a payment of dividends may be greaterthan the amount of cash actually received (or receivable) by the U.S. Holder.

Foreign Tax Credit

A U.S. Holder generally will be entitled, subject to certain limitations, to a credit against its U.S. federalincome tax liability, or to a deduction, if elected, in computing its U.S. federal taxable income, fornon-refundable Egyptian income taxes withheld from dividends not exceeding the applicable rate underthe U.S. Treaty. An election to deduct foreign taxes instead of claiming foreign tax credits must apply to allforeign taxes paid or accrued in the taxable year. U.S. Holders that are eligible for benefits under the U.S.Treaty will not be entitled to a foreign tax credit for the amount of any Egyptian taxes withheld in excess ofthe applicable rate or for any Egyptian taxes which are refundable because they were imposed at a rate inexcess of the applicable U.S. Treaty rate. In most circumstances, the Egyptian statutory withholding taxrate on dividends should be less than the applicable withholding tax rate on dividends under the U.S.Treaty. Aspects of the Egyptian legislation remain unclear and a U.S. Holder should consult its tax advisor

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to determine whether it needs to apply for a reduced U.S. Treaty rate and what U.S. Treaty certificationrequirements would be required under Egyptian law.

Sale, Exchange or Other Taxable Disposition

Subject to the discussion below under ‘‘—Passive Foreign Investment Company Considerations,’’ a U.S.Holder generally will recognise gain or loss on the sale, exchange or other taxable disposition of theOrdinary Shares equal to the difference between the amount realised on such sale or exchange and theU.S. Holder’s adjusted tax basis in such Ordinary Shares. Such gain or loss generally will be capital gain orloss. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period forthe Ordinary Shares exceeds one year. The deductibility of capital losses is subject to significantlimitations. Any gain or loss generally will be U.S.-source gain or loss for foreign tax credit purposes.

A U.S. Holder’s initial tax basis in its Ordinary Shares generally will be the U.S. dollar value of the foreigncurrency denominated purchase price of the Ordinary Shares on the date of purchase. If the OrdinaryShares are treated as traded on an ‘‘established securities market,’’ a cash basis U.S. Holder or, if it elects,an accrual basis U.S. Holder, will determine the U.S. dollar value of the cost of such Ordinary Shares bytranslating the amount paid at the spot rate of exchange on the settlement date of the purchase. Such anelection by an accrual basis U.S. Holder must be applied consistently from year to year and cannot berevoked without the consent of the IRS. The amount realised generally will be the U.S. dollar value of thepayment received determined on the date of disposition. If the Ordinary Shares are treated as traded on anestablished securities market, a cash basis taxpayer or, if it elects, an accrual basis taxpayer, will determinethe U.S. dollar value of the amount realised by translating the amount received at the spot rate ofexchange on the settlement date of the sale.

On the settlement date, the U.S. Holder will recognise U.S.-source foreign currency gain or loss (taxable asordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amountreceived based on the exchange rates in effect on the date of sale or other disposition and the settlementdate. However, in the case of Ordinary Shares traded on an established securities market that are sold by acash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), the amount realised will be basedon the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will berecognised at that time.

The U.S. Treaty provides that gains from the alienation of Ordinary Shares in a corporation the property ofwhich consists principally of real property situated in Egypt may be taxed by the Egyptian tax authority asincome from Egyptian real property. In light of its extensive holdings in Egyptian real property, theCompany believes it should be treated as a corporation the property of which consists principally ofEgyptian real property. If the Company is treated as such a corporation, then U.S. holders may elect tohave such gain from the sale, exchange or other taxable disposition of the Ordinary Shares be treated asforeign-source income pursuant to the terms of the U.S. Treaty. U.S. Holders may be able to claim aforeign tax credit for Egyptian taxes paid on such sale, exchange or disposition, subject to certainlimitations. U.S. Holders should consult their tax advisors regarding the availability of such election andtreatment.

As described in ‘‘—Certain Egyptian Tax Considerations—Taxation of Capital Gains,’’ the precise applicationof the Egyptian capital gains tax remains uncertain, and limitations on the credibility or deductibility offoreign taxes for U.S. federal income tax purposes are complex. U.S. Holders are urged to consult their taxadvisors regarding the U.S. federal income tax consequences of any Egyptian capital gains taxes and theavailability of the foreign tax credit or deduction under their particular circumstances.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be a PFIC for U.S. federal tax purposes in any taxable year in which, aftertaking into account the income and assets of the corporation and certain subsidiaries pursuant toapplicable look-through rules, either:

(i) at least 75% of its gross income is ‘‘passive income;’’ or

(ii) at least 50% of the average quarterly value of its gross assets (which may be determined in part by themarket value of Ordinary Shares, which is subject to change) is attributable to assets that produce‘‘passive income’’ or are held for the production of ‘‘passive income’’.

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Passive income for this purpose generally includes dividends, interest, royalties, rents and certain gainsfrom commodities (other than commodities sold in an active trade or business) and securities transactions.

The Company does not believe that it was classified as a PFIC for U.S. federal income tax purposes for itsmost recent taxable year ending 31 December 2014, and based on the nature of the Company’s business,the projected composition of the Company’s income and the projected composition and estimated fairmarket values of the Company’s assets, the Company does not expect to be a PFIC for U.S. federal incometax purposes for the Company’s current taxable year or the foreseeable future. Whether the Company is aPFIC is a factual determination made annually, and the Company’s status could change depending upon,among other things, changes in the composition and relative value of its gross receipts and assets(including the amount of cash held by the Company), which may be dependent on the market value of theOrdinary Shares, and the manner in which the Company otherwise conducts its business. Accordingly, noassurance can be given that the Company will not be a PFIC in the current or any future taxable year.

If the Company is treated as a PFIC for any taxable year during which a U.S. Holder holds OrdinaryShares, gain recognised by a U.S. Holder upon a sale or other taxable disposition (including certainpledges) of Ordinary Shares will generally be allocated rateably over the U.S. Holder’s holding period forsuch Ordinary Shares. The amounts allocated to the taxable year of the sale or other taxable dispositionand to years before the Company became a PFIC would be taxed as ordinary income. The amountallocated to each other taxable year would be subject to tax at the highest rate in effect for that taxableyear for individuals or corporations, as appropriate, and an interest charge would be imposed on the taxattributable to the allocated amount. Further, to the extent that any distribution received by a U.S. Holderon Ordinary Shares exceeds 125% of the average of the annual distributions on such Ordinary Sharesreceived during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, thatdistribution would be subject to taxation in the same manner as gain, described immediately above.

Certain elections may be available that would result in alternative treatments (such as mark-to-markettreatment) of the Ordinary Shares. An election for mark-to-market treatment is available only if theOrdinary Shares are considered ‘‘marketable stock,’’ which generally includes stock that is regularly tradedin more than de minimis quantities on a qualifying exchange. No assurance can be given that the OrdinaryShares will be considered regularly traded on a qualifying exchange, and therefore considered ‘‘marketablestock,’’ for purposes of the PFIC mark-to-market election. Each U.S. Holder is encouraged to consult itsown tax advisor as to whether a mark-to-market election is available or desirable in their particularcircumstances.

The Company does not intend to prepare or provide the information that would enable U.S. Holders tomake a ‘‘qualified electing fund’’ election.

U.S. Holders should consult their tax advisors concerning the Company’s possible PFIC status and theconsequences to them if the Company were a PFIC for any taxable year.

Information Reporting and Backup Withholding

In general, payments of dividends and other proceeds with respect to the Ordinary Shares held by a U.S.Holder may be required to be reported to the IRS unless the U.S. Holder is an exempt recipient and, whenrequired, demonstrates this fact. In addition, a U.S. Holder that is not an exempt recipient may be subjectto backup withholding unless it provides a taxpayer identification number and otherwise complies withapplicable certification requirements.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be creditedagainst a U.S. Holder’s U.S. federal income tax liability and may entitle a U.S. Holder to a refund,provided that the appropriate information is timely furnished to the IRS. U.S. Holders should consult withtheir own tax advisors regarding the application of the U.S. information reporting and backup withholdingregime.

Certain non-corporate U.S. Holders are required to report information with respect to investments inOrdinary Shares not held through an account with certain financial institutions. U.S. Holders that fail toreport required information could become subject to substantial penalties. Potential investors areencouraged to consult with their own tax advisors about these and any other reporting obligations arisingfrom their investment in Ordinary Shares.

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PLAN OF DISTRIBUTION

Emaar Misr and the Managers have entered into the Underwriting Agreement with respect to theInstitutional Offering. Subject to the satisfaction of certain conditions set out in the UnderwritingAgreement, each Manager has agreed, severally but not jointly, to act as the Company’s agents and to usereasonable endeavours to procure purchasers for, or failing which, to purchase itself from the Company, atthe Offer Price, such number of Institutional Offering Shares set forth opposite its name in the followingtable. Emirates Financial Services PSC is acting as a manager in connection with the Institutional Offeringbut not as an underwriter. Emirates NBD Bank PJSC, an affiliate of Emirates Financial Services PSC, isacting only as an underwriter in connection with the Institutional Offering and will have the obligation topurchase Institutional Offering Shares for which Emirates Financial Services PSC fails to procurepurchasers.

Number of InstitutionalOffering Shares

ManagersEFG Hermes Promoting and Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408,450,000J.P. Morgan Securities plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,000,000Emirates NBD Bank PJSC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,550,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510,000,000

The Underwriting Agreement does not relate to the Egyptian Public Offering and the Managers are notunder any obligation to procure purchasers for, or to purchase any, Public Offering Shares offered in theEgyptian Public Offering. Furthermore, J.P. Morgan has no obligation to underwrite sales to Egyptianinstitutions in the Institutional Offering.

The net proceeds from the sale of the New Shares (assuming all Public Offering Shares are offered andsold in the Egyptian Public Offering) are expected to amount to approximately EGP 2,180,000,000(US$285.6 million), after deducting underwriting commissions, discretionary fees and expected expenses ofapproximately EGP 100,000,000 (US$13.1 million), attributed to the Combined Offering, and assuming noOrdinary Shares are purchased during the Stabilisation Period using the Stabilisation Fund. All expenses ofthe Combined Offering will be borne by the Company.

Underwriting Agreement

In the Underwriting Agreement, Emaar Misr has made certain representations and warranties and willagreed to indemnify the several Managers against certain liabilities, including liability under the SecuritiesAct. The obligations of the Managers are subject to approval of legal matters by counsel, including thevalidity of the New Shares, and other conditions contained in the Underwriting Agreement.

The Joint Global Coordinators may terminate the Underwriting Agreement prior to 25 June 2015 (the‘‘Prefunding Longstop Date’’) under certain specified conditions that are typical for an agreement of thisnature. If any of the conditions are not satisfied or waived, or if the Underwriting Agreement is otherwiseterminated prior to the Prefunding Longstop Date, then the Institutional Offering will be terminated.

Offer Price

The Offer Price is EGP 3.80 per New Shares. The Institutional Offering Shares and the Public OfferingShares are offered at the Offer Price.

Allocation

The Combined Offering comprises the Institutional Offering and the Egyptian Public Offering. Theallocation of New Shares in the Institutional Offering has been determined by Emaar Misr in consultationwith the Managers. The allocation of New Shares in the Egyptian Public Offering will be conducted on apro rata basis in the case of oversubscription, without discretion. Factors that may be taken into accountwhen determining the allocations between prospective investors in the event of over-subscription mayinclude participation in the marketing process for the Combined Offering, holding behaviour in previousofferings, holdings in similar companies, pre-funding of indication of interest and other factors that EmaarMisr and the Managers may deem relevant.

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The Company, in consultation with the Managers, may re-allocate New Shares from either the InstitutionalOffering to the Egyptian Public Offering or from the Egyptian Public Offering to the Institutional Offeringdepending on the level of subscription for each tranche. Any re-allocation of New Shares from theInstitutional Offering to the Egyptian Public Offering will take place at least three business days prior tothe closing of the Egyptian Public Offering which is scheduled for 25 June 2015. Any re-allocation from theEgyptian Public Offering to the Institutional Offering will take place on the day following the closing of theEgyptian Public Offering which is scheduled for 25 June 2015.

Subscription, Prefunding, Settlement and Transfer of the Ordinary Shares

The process between establishment of the Offer Price and commencement of trading of the New Shares isexpected to occur as follows:

Date Event

18 June 2015 . . . . . . . . . . Offer Price announced and allocations made25 June 2015 . . . . . . . . . . Prefunding Longstop Date25 June – 2 July 2015* . . . Finalisation of capital increase procedures with various regulatory bodies2 July 2015* . . . . . . . . . . . Settlement (transfer by the MCDR to investors’ local custody accounts

and transfer of funds by receiving bank to the Company) andcommencement of trading on EGX

* Subject to receipt of regulatory approvals.

All investors in the Institutional Offering must (i) establish a valid client specific custody account with acustodian authorised by the EFSA (a ‘‘Local Custodian’’) into which such investor’s Institutional OfferingShares can be delivered and (ii) obtain a unique, personalised stock exchange code for the EGX (a‘‘Unified Code’’). The process of establishing an account with a Local Custodian and obtaining a Unified Codecan take up to two weeks, and these are required in order to subscribe for Institutional Offering Shares.Investors will need to provide, among other things, information as to their legal name and any sub accountdetails, together with details of their custody account and their Unified Code, when submitting a requestfor an allocation of Institutional Offering Shares.

In order to effect the issuance and listing of the New Shares, all investors in the New Shares (includinginvestors in the Institutional Offering Shares) must prefund the purchase of such New Shares, no later thanthe Prefunding Longstop Date. Payment for the New Shares is expected to be made to the Company’scapital increase account and the New Shares will come into existence and be admitted for unconditionaltrading once GAFI and EFSA approvals are obtained, the Company’s Statutes are amended, the NewShares are recorded in book-entry form with the MCDR and the New Shares are listed on the EGX. Thedelivery of the New Shares is expected to take place on or around 2 July 2015, subject to receipt of suchapprovals.

The trading in the New Shares is conditional upon the satisfaction of the following conditions: (i) at least10% of the Company’s issued capital is owned by shareholders (other than the founders of the Company),(ii) 5% of the Company’s total outstanding shares is free float (as defined in the EGX Listing Rules)having a market value of not less than EGP 10 million, and (iii) the New Shares are being subscribed for bya minimum of 300 investors.

The Local Custodian designated by the purchaser will hold the ordinary shares in accordance with thepurchaser’s instructions. Ownership of the ordinary shares will be shown on, and any transfer of thatownership will be executed on, the EGX books and will be effected through the records of the MCDR. Alltransfers of ownership of the ordinary shares must be effected on the EGX by an EFSA-licensed broker.Subject to compliance with the transfer restrictions described in ‘‘Transfer Restrictions’’, purchasers wishingto sell their ordinary shares must instruct an EFSA-licensed broker to block such ordinary shares. Thebroker then must effect such sale through the EGX which will register such sale on the EGX books. See‘‘Securities Market Information—Stock Exchange Trading Mechanisms’’ for more information.

None of the Company, the Principal Shareholder or the Managers will have any responsibility for theperformance by any Local Custodian or its agents of their respective obligations under the rules andprocedures governing their operations.

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Stabilisation

In connection with the Combined Offering, the Stabilisation Manager, or any of its agents, may effecttransactions in the ordinary shares on the EGX with a view to supporting or maintaining the market priceof the ordinary shares at a level higher than that which might have otherwise prevailed in the open market.However, there is no assurance that the Stabilisation Manager (or persons acting on its behalf) willundertake any stabilisation action. Any stabilising action may begin on or after the date of thecommencement of trading of ordinary shares on the EGX, and if begun, may end at any time, but must endno later than 30 calendar days after that date (referred to as the Stabilisation Period). The Company willfinance an amount equal to 15% of the gross proceeds of the Combined Offering (referred to as theStabilisation Fund) and make such funds available to the Stabilisation Manager prior to commencement oftrading. Starting on the commencement of trading, the Stabilisation Manager will place an open purchaseorder at the Offer Price, which will remain open until the end of the Stabilisation Period. At the end of theStabilisation Period this open purchase order will be matched with open sale orders and executed on theEGX. If the purchase order submitted by the Stabilisation Manager exceeds the amount deposited in theStabilisation Fund, such purchase orders will be executed on a pro rata basis up to the amount of theStabilisation Fund and all ordinary shares purchased will be placed in the Stabilisation Fund. TheStabilisation Manager will remit to the Company, at the end of the Stabilisation Period, any proceeds ofthe Combined Offering then remaining in the Stabilisation Fund and any remaining ordinary sharespurchased during the Stabilisation Period using the Stabilisation Fund. The Stabilisation Manager willdisclose the stabilisation transactions to the EGX at the end of the Stabilisation Period.

Lock-up Arrangements

The Company has agreed that, without the prior written consent of the Joint Global Coordinators (suchconsent not to be unreasonably withheld or delayed), it and its officers and directors will not during aperiod of 180 days from the date of the Underwriting Agreement, directly or indirectly, issue, offer, pledge,sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, exercise any option tosell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly orindirectly, any Ordinary Shares (including treasury shares), or securities convertible or exchangeable intoor exercisable for any Ordinary Shares or warrants or other rights to purchase Ordinary Shares or anysecurity or financial product whose value is determined directly or indirectly by reference to the price ofthe Ordinary Shares, (ii) enter into any swap, or any other agreement or any transaction that transfers, inwhole or in part, directly or indirectly, the economic consequence of ownership of the Ordinary Shares, ineach 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. Theserestrictions shall not apply to the sale of the New Shares to be sold in the Combined Offering or to theOrdinary Shares that Emaar Misr may issue pursuant to the ESOP described in this OfferingMemorandum.

The Principal Shareholder has agreed that, without the prior written consent of the Joint GlobalCoordinators (such consent not to be unreasonably withheld or delayed), it will not during a period of180 days from the date of the Underwriting Agreement, directly or indirectly, offer, pledge, sell, contract tosell, sell or grant any option, right, warrant, or contract to purchase, exercise any option to sell, purchaseany option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, anyOrdinary Shares, or securities convertible or exchangeable into or exercisable for any Ordinary Shares orwarrants or other rights to purchase Ordinary Shares or any security or financial product whose value isdetermined directly or indirectly by reference to the price of the Ordinary Shares, (ii) enter into any swap,or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, theeconomic consequence of ownership of the Ordinary Shares, in each case, whether any such transaction isto be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, or (iii) publiclyannounce such an intention to effect any such transaction. These lock-up restrictions shall not apply to(i) any inter-company transfers of Ordinary Shares by Emaar Properties in favour of its affiliates;(ii) acceptance of a general offer made to all holders of Ordinary Shares then in issue (other than OrdinaryShares held by the person making the offer or its affiliates) on terms which treat all holders of OrdinaryShares alike, or executing and delivering an irrevocable commitment or undertaking to accept such ageneral offer (without any further agreement to transfer or dispose of any Ordinary Shares or any interesttherein); (iii) taking up any rights granted in respect of a pre-emptive share offering by the Company;(iv) selling or otherwise disposing of Ordinary Shares pursuant to any offer by the Company to purchase itsown Ordinary Shares which is made on identical terms to all holders of Ordinary Shares in the Company;

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(v) any disposal by and/or allotment and issue of shares to Emaar Properties pursuant to any capitalreorganisation in respect of any Ordinary Shares beneficially owned, held or controlled by EmaarProperties, provided that any shares issued to or otherwise acquired by Emaar Properties pursuant to suchcapital reorganisation shall be subject to the restrictions of this clause; or (vi) transferring or otherwisedisposing of Ordinary Shares pursuant to a compromise or arrangement between the Company and itscreditors or any class of them or between the Company and its members of any class of them which isagreed to by the creditor or members and (where required) sanctioned by any applicable authority. It isagreed that the carve-out in subsection (i) above is subject to the following conditions: (x) that any of suchaffiliate transferees shall agree to be bound by the lock-up obligations of Emaar Properties describedabove during the lock-up period; and (y) that any of such inter-company transfers of Ordinary Shares shallbe performed on terms and conditions that do not conflict with the Combined Offering.

In addition, the Principal Shareholder is subject to a statutory lock-up requirement (as set forth in theEGX Listing Rules issued by EFSA Decree No. 11 dated 22 January 2014), which requires the PrincipalShareholder to maintain at least 51% (as measured prior to the Combined Offering) of its Ordinary Sharesfor a period of two years following the commencement of trading of the Ordinary Shares on the EGX.Nevertheless, subject to the approval of EFSA and the general shareholders’ meeting of Emaar Misr, theOrdinary Shares subject to the lock-up requirement may be transferred, wholly or partially, during suchperiod if (i) the purchaser is a bank, an insurance company, a direct investment fund, an entity specialisedin investment or a corporation with distinguished experience and track record in Emaar Misr’s field ofactivity and (ii) the acquirer undertakes to abide by the lock-up requirement until the end of the two-yearperiod.

Other Relationships

The Managers are full service financial institutions engaged in various activities, which may includesecurities trading, commercial and investment banking, financial advisory, investment management,principal investment, hedging, financing and brokerage activities. The Managers and their respectiveaffiliates have in the past performed commercial banking, investment banking and advisory services forEmaar Misr and its affiliates from time to time for which they have received customary fees andreimbursement of expenses and may, from time to time, engage in transactions with and perform servicesfor Emaar Misr and its affiliates in the ordinary course of their business for which they may receivecustomary fees and reimbursement of expenses. In the ordinary course of their various business activities,the Managers and their respective affiliates may make or hold a broad array of investments and activelytrade debt and equity securities (or related derivative securities) and financial instruments (which mayinclude bank loans and/or credit default swaps) for their own account and for the accounts of theircustomers and may at any time hold long and short positions in such securities and instruments. Suchinvestment and securities activities may involve the Company’s securities and instruments. Emirates NBDBank PJSC is the lender under the EGP 100 million discounted cheques facility made available to theCompany. Emirates Financial Services PSC is an affiliate of Emirates NBD Bank PJSC. See ‘‘Operatingand Financial Review—Credit Facilities’’.

In connection with the Institutional Offering, each of the Managers and any of their affiliate acting as aninvestor for its own account may take up Institutional Offering Shares and in that capacity may retain,purchase or sell for its own account such Institutional Offering Shares and any related investments andmay offer or sell such Institutional Offering Shares or other investments otherwise than in connection withthe Institutional Offering. Accordingly, references in this Offering Memorandum to the InstitutionalOffering Shares being offered or placed should be read as including any offering or placement ofInstitutional Offering Shares to the Managers and any affiliate acting in such capacity. No Managerintends to disclose the extent of any such investment or transactions otherwise than to the Company and/orin accordance with any legal or regulatory obligation to do so. In addition, in connection with theInstitutional Offering, certain of the Managers may enter into financing arrangements with investors, suchas share swap arrangements or lending arrangements where Institutional Offering Shares are used ascollateral, that could result in such Manager acquiring shareholdings in the Company.

In connection with the Institutional Offering, the Managers are not acting for anyone other than theCompany and will not be responsible to anyone other than the Company for providing the protectionsafforded to its clients nor for providing advice in relation to the Institutional Offering.

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Selling Restrictions

General

No action has been or will be taken in any jurisdiction that would permit a public offering of theInstitutional Offering Shares or the possession, circulation or distribution of this Offering Memorandum orany other material relating to the Company, the Principal Shareholder or the Institutional Offering Sharesin any jurisdiction where action for such purpose is required. Accordingly, the Institutional Offering Sharesmay not be offered or sold directly or indirectly, and neither this Offering Memorandum nor any otheroffering material or advertisements in connection with the Institutional Offering Shares may be distributedor published, in or from any country or jurisdiction except under circumstances that will result incompliance with any applicable rules and regulations of any such country or jurisdiction.

The issue and distribution of this Offering Memorandum and the offering of the Institutional OfferingShares may be subject to statutory restrictions in other jurisdictions. The Company, the PrincipalShareholder and the Managers request persons into whose possession this Offering Memorandum maycome to inform themselves of and to observe all such restrictions. Neither the Company, the PrincipalShareholder, the Managers accept any legal liability for any violation of any such restriction by any person,whether or not a prospective purchaser of the Institutional Offering Shares.

United States

The Institutional Offering Shares have not been and will not be registered under the ‘‘Securities Act’’, orwith any securities regulatory authority of any state or other jurisdiction of the United States, and may notbe offered or sold, directly or indirectly, except pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act and in compliance with any applicablesecurities laws of any state or other jurisdiction of the United States. The Institutional Offering Shares willbe offered (i) outside the United States in ‘‘offshore transactions’’ in reliance on Regulation S under theSecurities Act to institutional investors in a number of countries, including Egypt and (ii) in the UnitedStates only to QIBs as defined in Rule 144A under the Securities Act, in reliance on Rule 144A or anotherexemption from, or a transaction not subject to, the registration requirements of the Securities Act.Prospective purchasers that are qualified institutional investors are hereby notified that the sellers ofshares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided byRule 144A. The Institutional Offering Shares are subject to transfer restrictions in certain jurisdictions.Prospective purchasers should read the restrictions described under ‘‘Transfer Restrictions’’.

Any offers and sales of the Institutional Offering Shares in the United States will be conducted by broker-dealers registered with the U.S. Securities and Exchange Commission. EFG Hermes is expected to makeoffers and sales in the United States through its selling agent, Auerbach Grayson & Company, Inc., a USregistered broker-dealer.

European Economic Area

In relation to each Member State of the European Economic Area, each of the Managers has representedand agreed that with effect from and including the date on which the Prospectus Directive is implementedin a Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer ofany Institutional Offering Shares to the public in a Member State, except that it may, with effect from andincluding the Relevant Implementation Date, make an offer of Institutional Offering Shares in a MemberState:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 150 natural or legal persons (other than ‘‘qualified investors’’ as defined in theProspectus Directive), as permitted under the Prospectus Directive, subject to obtaining the priorconsent of the Managers nominated by the Company for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Institutional Offering Shares shall require the Company or any Joint GlobalCoordinator to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement aprospectus pursuant to Article 16 of the Prospectus Directive.

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Each person in a Member State who receives any communication in respect of, or who acquires anyInstitutional Offering Shares will be deemed to have represented, warranted and agreed to and with eachJoint Global Coordinator and the Company that:

(a) it is a qualified investor within the meaning of the law in a Member State implementing Article 2(1)(e)of the Prospectus Directive; and

(b) in the case of any Institutional Offering Shares acquired by it as a financial intermediary, as that termis used in Article 3(2) of the Prospectus Directive, (i) the Institutional Offering Shares acquired by ithave not been acquired on behalf of, nor have they been acquired with a view to their offer or resaleto, persons in any Member State other than qualified investors, as that term is defined in theProspectus Directive, or in the circumstances in which the prior consent of the representatives of theManagers has been given to the offer or resale or (ii) where Institutional Offering Shares have beenacquired by it on behalf of persons in any Member State other than qualified investors, the offer ofsuch shares to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of the provisions and representations above, the expression ‘‘an offer to the public’’ inrelation to any shares in any Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and any shares to be offered so as to enable an investor todecide to purchase or subscribe for any Institutional Offering Shares, as the same may be varied in thatMember State by any measure implementing the Prospectus Directive in that Member State, theexpression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and amendments thereto, including the2010 PD Amending Directive, to the extent implemented in the Member State), and includes any relevantimplementing measure in the Member State and the expression ‘‘2010 PD Amending Directive’’ meansDirective 2010/73/EU.

United Kingdom

This Offering Memorandum is for distribution only to persons who: (i) are outside the United Kingdom;or (ii) have professional experience in matters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the ‘‘FinancialPromotion Order’’); or (iii) are persons falling within Article 49(2)(a) to (d) (‘‘high net worth companies,unincorporated associations etc’’) of the Financial Promotion Order; or (iv) persons to whom an invitationor inducement to engage in investment activity (within the meaning of section 21 of the FSMA) inconnection with the issue or sale of any securities may otherwise lawfully be communicated or caused to becommunicated (all such persons together being referred to as ‘‘relevant persons’’). This OfferingMemorandum is directed only at relevant persons and must not be acted on or relied on by persons whoare not relevant persons. Any investment or investment activity to which this Offering Memorandumrelates is available only to relevant persons and will be engaged in only with relevant persons.

Each Joint Global Coordinator has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the FSMA) received by it in connection with the issue or sale of the shares incircumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to the shares in, from or otherwise involving the United Kingdom.

Egypt

New Shares may not be offered or sold in any form of general solicitation or general advertising or in apublic offering in Egypt, unless the pre-approval of the EFSA and/or EGX has been obtained. InstitutionalOffering Shares may only be offered or sold in Egypt through a private placement to Egyptian QIBs,Professional High Net Worth Investors, or Professionally Experienced Investors (each as defined below)whose ordinary activities involve them in acquiring, holding, managing or disposing of investments for thepurposes of their business and only in accordance with the Public Subscription Notice and the applicableEgyptian law and regulations including the applicable provisions of the Capital Market Law, its ExecutiveRegulations as amended, the EGX Listing Rules and the provisions of the Capital Market Authority’s(EFSA predecessor) Directives no. 31 for the year 2002 concerning private placements.

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Each purchaser of Institutional Offering Shares in Egypt will be deemed to have represented that it iseither an Egyptian QIB, a Professional High Net Worth Investor or a Professionally Experienced Investorwithin the meaning of the EFSA Directives no. 31 for the year 2002 concerning private placements.

An Egyptian QIB is an institutional investor having: (i) a minimum asset book value of EGP 20.0 million;(ii) a minimum equity book value of EGP 10.0 million; (iii) a minimum investment in securities (excludingsecurities acquired in the Combined Offering) of EGP 5.0 million as of the date of the placement; or (iv) alicence to undertake a security related activity and permitted to acquire securities within its objects andpermitted activities.

A Professional High Net Worth Investor is an individual investor: (i) who owns assets with a minimumvalue of EGP 2.0 million; (ii) with a minimum annual income of EGP 500,000; (iii) with a minimum banksavings account balance of EGP 500,000; or (iv) who, as of the placement date, holds securities in two jointstock companies (excluding securities acquired in the Combined Offering) with a minimum value ofEGP 2.0 million.

A Professionally Experienced Investor is an individual who has experience in stock markets and capitalmarkets locally and globally for a period of 5 years, which period may be reduced to 4 years for anindividual who passed EFSA-approved training courses in the field of capital markets.

United Arab Emirates (excluding the Dubai International Financial Centre)

This Offering Memorandum is strictly private and confidential and is being distributed to a limited numberof investors and must not be provided to any person other than the original recipient, and may not bereproduced or used for any other purpose. If you are in any doubt about the contents of this OfferingMemorandum, you should consult an authorised financial adviser.

By receiving this Offering Memorandum, the person or entity to whom it has been issued understands,acknowledges and agrees that this Offering Memorandum has not been approved by or filed with the UAECentral Bank, the UAE Securities or Commodities Authority (the ‘‘SCA’’) or any other authorities in theUAE, nor have the Managers received authorisation or licencing from the UAE Central Bank, SCA or anyother authorities in the UAE to market or sell securities or other investments within the UAE. Nomarketing of any financial products or services has been or will be made from within the UAE other thanin compliance with the laws of the UAE and no subscription to any securities or other investments may orwill be consummated within the UAE. It should not be assumed that any of the Managers is a licencedbroker, dealer or investment advisor under the laws applicable in the UAE, or that any of them adviseindividuals resident in the UAE as to the appropriateness of investing in or purchasing or selling securitiesor other financial products. The Institutional Offering Shares may not be offered or sold directly orindirectly to the public in the UAE. This does not constitute a public offer of securities in the UAE inaccordance with the Companies Law or otherwise.

Nothing contained in this Offering Memorandum is intended to constitute investment, legal, tax,accounting or other professional advice. This Offering Memorandum is for your information only andnothing in this Offering Memorandum is intended to endorse or recommend a particular course of action.Any person considering acquiring securities should consult with an appropriate professional for specificadvice rendered based on their respective situation.

Dubai International Financial Centre

The Institutional Offering Shares have not been offered and will not be offered to any persons in theDubai 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 FinancialServices Authority (the ‘‘DFSA’’); and

(ii) made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSAConduct of Business Module.

Kingdom of Saudi Arabia

This Offering Memorandum may not be distributed in the Kingdom of Saudi Arabia (‘‘KSA’’), except tosuch persons as are permitted under the Offers of Securities Regulations (the ‘‘Saudi Regulations’’) issuedby the Board of the Capital Market Authority (the ‘‘Capital Market Authority’’) resolution

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number 2-11-2004 dated 4 October 2004 and amended by the Board of the Capital Market Authorityresolution number 1-28-2008 dated 18 August 2008.

The Capital Market Authority does not make any representations as to the accuracy or completeness ofthis Offering Memorandum, and expressly disclaims any liability whatsoever for any loss arising from, orincurred in reliance upon, any part of this Offering Memorandum. Prospective investors of theInstitutional Offering Shares should conduct their own diligence on the accuracy of the informationrelating to the Institutional Offering Shares. If a prospective purchaser does not understand the contentsof this Offering Memorandum, he or she should consult an authorised financial adviser.

The Institutional Offering 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, toany person in the KSA other than to Sophisticated Investors within the meaning of Article 10 of the SaudiRegulations.

The offer of Institutional Offering 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 SaudiRegulations places restrictions on secondary market activity with respect to the Institutional OfferingShares. Any resale or other transfer, or attempted resale or other transfer, made other than in compliancewith the above stated jurisdictions shall not be recognised by the Company.

Lebanon

This Offering Memorandum does not constitute or form part of any offer or invitation to sell or issue, orany solicitation of any offer to purchase or subscribe for, any Institutional Offering Shares in the Companyin the Lebanese territory, nor shall it (or any part of it), nor the fact of its distribution, form the basis of, orbe relied on in connection with, any subscription.

The Company has not been, and will not be, authorised or licenced by the Central Bank of Lebanon and itsInstitutional Offering Shares cannot be marketed and sold in Lebanon. No public offering of theInstitutional Offering Shares is being made in Lebanon and no mass-media means of contact are beingemployed. This Offering Memorandum is aimed at institutions and sophisticated, high net worthindividuals only, and this Offering Memorandum will not be provided to any person in Lebanon exceptupon the written request of such person.

Recipients of this Offering Memorandum should pay particular attention to the section titled ‘‘RiskFactors’’ in this Offering Memorandum. Investment in the Institutional Offering Shares is suitable only forsophisticated investors with the financial ability and willingness to accept the risks associated with such aninvestment, and said investors must be prepared to bear those risks.

Oman

This Offering Memorandum does not constitute a public offer of securities in the Sultanate of Oman, ascontemplated by the Commercial Companies Law of Oman (Royal Decree No. 4/1974) or the CapitalMarket Law of Oman (Royal Decree No. 80/1998) and Ministerial Decision No.1/2009 or an offer to sellor the solicitation of any offer to buy non-Omani securities in the Sultanate of Oman.

This Offering Memorandum is strictly private and confidential. It is being provided to a limited number ofsophisticated investors solely to enable them to decide whether or not to make an offer to the Company toenter into commitments to invest in the Institutional Offering 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 anyother purpose or provided to any person other than the original recipient.

Additionally, this Offering Memorandum is not intended to lead to the making of any contract within theterritory or under the laws of the Sultanate of Oman.

The Capital Market Authority and the Central Bank of Oman take no responsibility for the accuracy of thestatements and information contained in this Offering Memorandum or for the performance of theCompany with respect to the Institutional Offering Shares nor shall they have any liability to any personfor damage or loss resulting from reliance on any statement or information contained herein.

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Bahrain

The Institutional Offering Shares have not been offered or sold, and will not be offered or sold to anyperson in the Kingdom of Bahrain except on a private placement basis to persons who are ‘‘accreditedinvestors’’.

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 ormore;

(ii) a group, partnership, trust or other commercial undertaking which has financial assets available forinvestment of not less than USD 1,000,000; or

(iii) a government, supranational organisation, central bank or other national monetary authority or astate organisation whose main activity is to invest in financial instruments (such as a state pensionfund).

Kuwait

The Institutional Offering Shares have not been and will not be offered, sold, promoted or advertised inKuwait except on the basis that an offer is made in compliance with Decree Law No. 31 of 1990 and theimplementing regulations thereto, as amended, and Law No. 7 of 2010 and the bylaws thereto, as amendedgoverning the issue, offering and sale of securities. No private or public offering of the InstitutionalOffering Shares is being made in Kuwait, and no agreement relating to the sale of the InstitutionalOffering Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities arebeing used to offer or market the Institutional Offering Shares in Kuwait.

Qatar

The Institutional Offering Shares have not been offered or sold, and will not be offered or sold ordelivered, directly or indirectly, in the State of Qatar including the Qatar Financial Centre, other than onthe basis that an offer is made: (i) in compliance with all applicable laws and regulations of the State ofQatar including the Qatar Financial Centre; and (ii) through persons or corporate entities authorised andlicenced to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreignsecurities in the State of Qatar.

Jordan

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

Switzerland

The securities may not and will not be publicly offered, distributed or re-distributed on a professional basisin or from Switzerland and neither this Offering Memorandum nor any other solicitation for investmentsin the securities may be communicated or distributed in Switzerland in any way that could constitute apublic offering within the meaning of Articles 1156 or 652a of the Swiss Code of Obligations or of Article 2of the Federal Act on Investment Funds of March 18, 1994. This Offering Memorandum may not becopied, reproduced, distributed or passed on to others without the Managers’ prior written consent.

This Offering Memorandum is not a ‘‘prospectus’’ within the meaning of Articles 1156 and 652a of theSwiss Code of Obligations or a ‘‘listing prospectus’’ according to article 32 of the Listing Rules of the Swissexchange and may not comply with the information standards required thereunder. Emaar Misr will notapply for a listing of the securities on any Swiss stock exchange or other Swiss regulated market and thisOffering Memorandum may not comply with the information required under the relevant listing rules. Thesecurities have not and will not be registered with the Swiss Federal Banking Commission and have not andwill not be authorised under the Federal Act on Investment Funds of March 18, 1994. The investorprotection afforded to acquirers of investment fund certificates by the Federal Act on Investment Funds ofMarch 18, 1994, does not extend to acquirers of the securities.

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Hong Kong

The securities may not be offered or sold by means of any document other than (1) in circumstances whichdo not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws ofHong Kong), or (2) to ‘‘professional investors’’ within the meaning of the Securities and FuturesOrdinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (3) in other circumstanceswhich do not result in this Offering Memorandum being a ‘‘prospectus’’ within the meaning of theCompanies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or documentrelating to the securities may be issued or may be in the possession of any person for the purpose of issue(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likelyto be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of HongKong) other than with respect to securities which are or are intended to be disposed of only to personsoutside Hong Kong or only to ‘‘professional investors’’ within the meaning of the Securities and FuturesOrdinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Lawof Japan (the Financial Instruments and Exchange Law) nor will the securities be offered or sold, directlyor indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein meansany person resident in Japan, including any corporation or other entity organised under the laws of Japan),or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, exceptpursuant to an exemption from the registration requirements of, and otherwise in compliance with, theFinancial Instruments and Exchange Law and any other applicable laws, regulations and ministerialguidelines of Japan.

Singapore

This Offering Memorandum has not been registered as a prospectus with the Monetary Authority ofSingapore. Accordingly, this Offering Memorandum and any other document or material in connectionwith the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated ordistributed, nor may the securities be offered or sold, or be made the subject of an invitation forsubscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to aninstitutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the‘‘SFA’’); (2) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with theconditions, specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with theconditions of, any other applicable provision of the SFA.

Where the securities are subscribed or purchased under Section 275 by a relevant person which is: (a) acorporation (which is not an accredited investor) the sole business of which is to hold investments and theentire 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 investmentsand each beneficiary is an accredited investor, Institutional Offering Shares, debentures and units ofInstitutional Offering Shares and debentures of that corporation or the beneficiaries’ rights and interest inthat trust shall not be transferable for 6 months after that corporation or that trust has acquired thesecurities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to arelevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions,specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operationof law.

South Africa

Due to restrictions under the securities laws of South Africa, the Institutional Offering Shares are notoffered, transferred, sold, made, renounced or delivered in South Africa or to a person with an address inSouth Africa and the Combined Offering is not made, offered, transferred, sold, renounced or delivered inSouth Africa or to a person with an address in South Africa, unless such person falls within one or more ofthe exemptions to the securities laws relating to offers to the public set out in Section 96 of the CompaniesAct, No. 71 of 2008 (as amended). The exemptions include:

• offers made only to the following persons, namely (i) persons whose ordinary business, or part ofwhose ordinary business, is to deal in securities, whether as principals or agents; (ii) the PublicInvestment Corporation as defined in the Public Investment Corporation Act, No. 23 of 2004 (as

146

amended); (iii) persons regulated by the Reserve Bank of South Africa; (iv) authorised financialservices providers as defined in the Financial Advisory and Intermediary Services Act, No. 37 of 2002(as amended); (v) financial institutions as defined in the Financial Services Board Act, No. 97 of 1990;(vi) wholly owned subsidiaries of the persons contemplated in (iii), (iv) and (v), acting as agent in thecapacity of authorised portfolio manager for a pension fund registered in terms of the Pension FundsAct, No. 24 of 1956 or as a manager for a collective investment scheme registered in terms of theCollective Investment Schemes Control Act, No. 45 of 2002; (vii) any combination of the personscontemplated in (i) to (vi); and

• offers made to a single addressee acting as principal where the contemplated acquisition cost of theInstitutional Offering Shares is equal to or greater than R1,000,000.

The Combined Offering does not constitute an offer for the sale of or subscription for, or the solicitationof an offer to buy and subscribe for, Institutional Offering Shares to the public as defined in theCompanies Act, No. 71 of 2008 (as amended) and will not be distributed to any person in South Africa inany manner which could be construed as an offer to the public in terms of the Companies Act, No. 71 of2008 (as amended) and should any person who does not fall into any of the above exemptions receive thisOffering Memorandum they should not and will not be entitled to acquire any Institutional OfferingShares or otherwise act thereon. This Offering Memorandum does not, nor is it intended to, constitute aprospectus prepared and registered under the Companies Act, No. 71 of 2008 (as amended).

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LEGAL MATTERS

Certain legal matters in connection with the Institutional Offering will be passed upon for the Companywith respect to United States federal law and the laws of England and Wales by Shearman & Sterling LLPand with respect to Egyptian law by Shalakany Law Office.

Certain legal matters in connection with the Institutional Offering will be passed upon for the Managerswith respect to United States federal law and the laws of England and Wales by White & Case LLP andwith respect to Egyptian law by Zulficar & Partners Law Firm.

INDEPENDENT AUDITORS

The Annual Financial Statements, included elsewhere in this Offering Memorandum, have been preparedin accordance with IFRS as issued by the International Accounting Standards Board, and have beenaudited by EY in accordance with the International Standards on Auditing, as stated in their reportappearing elsewhere in this Offering Memorandum.

The Interim Financial Statements, included elsewhere in this Offering Memorandum, have been preparedin accordance with International Accounting Standard No. 34 ‘‘Interim Financial Reporting’’ and have beenreviewed by EY in accordance with the International Standard on Review Engagements 2410, ‘‘Review ofInterim Financial Information Performed by an Independent Auditor of the Entity’’ as stated in their reportincluded elsewhere in this Offering Memorandum.

EY’s address is at P.O. Box 20 Kattameya, Rama Tower, Ring Road, Zone #10A, Kattameya, Cairo, Egypt.

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GENERAL INFORMATION

1. Copies in English of the following documents may be inspected at the offices of the Company, duringusual business hours on any business day (Fridays, Saturdays and public holidays excepted) for onemonth following the Closing Date:

• the Statutes in effect upon the completion of the Combined Offering;

• the Annual Financial Statements, together with the report of EY contained therein;

• the Interim Financial Statements, together with the review report of EY contained therein; and

• the Underwriting Agreement.

2. The address of the independent property valuer is: DTZ Qatar LLC P.O. Box 37584 Mezzanine FloorTornado Tower West Bay, Doha.

3. The Company is in full compliance with Egypt’s corporate governance regime.

4. There has been no significant change in the financial position of the Company since 31 March 2015,the end of the last financial period for which reviewed financial information has been published.

5. Emaar Misr was incorporated on 16 March 2005, as a joint stock company with limited liability inEgypt with the Investment Commercial Register Office, with Registration No. 12841, under theprovisions of Egyptian Investment Incentives and Guarantees Law No. 8 of 1997. The duration ofEmaar Misr under the Statutes is 25 years from the date of incorporation, unless extended by anExtraordinary General Meeting super-majority vote of 66.66% Emaar Misr’s corporate headquartersare located at Uptown Cairo Sales Center, Mokattam 229, Cairo, Egypt and Emaar Misr may becontacted at +20 2 25032000.

6. Management believes that there has been no material change to the aggregate market value of EmaarMisr’s properties since 31 December 2014, which is the date as of which such properties were assignedthe market value set forth in the Valuation Report.

7. The results of the Institutional Offering will be made public through a press release issued by theCompany promptly upon the closing of the Institutional Offering.

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INDEX TO FINANCIAL STATEMENTS

Page

Unaudited interim condensed financial statements as of and for the three months ended31 March 2015

Independent auditor’s review report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4Statement of profit or loss and other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . F-5Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6Statement of changes in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7Statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10Audited financial statements as of and for the years ended 31 December 2014, 2013 and 2012

Independent auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-27Statement of profit or loss and other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . F-28Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-29Statement of changes in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30Statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-33Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-34

F-1

Emaar Misr for Development Company (S.A.E.)Unaudited interim condensed

financial statementsFor the period ended 31 March 2015

F-2

Emaar Misr for Development Company (S.A.E.)

Unaudited interim condensed financial statements

For the period ended 31 March 2015

Table of contents

Page

Report on review of interim condensed financial statements . . . . . . . . . . . . . . . . . . . . . . F-4Interim condensed statement of profit or loss and other comprehensive income . . . . . . . . F-5Interim condensed statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6Interim condensed statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7 - F-8Interim condensed statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9Notes to the interim condensed financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10 - F-24

F-3

REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL STATEMENTS

The Board of Directors of Emaar Misr for Development S.A.E.

Introduction

We have reviewed the accompanying interim condensed statement of financial position of Emaar Misr forDevelopment S.A.E. as of 31 March 2015 and the related interim statements of profit or loss and othercomprehensive income, changes in equity and cash flows for the three-month period then ended, andexplanatory notes. Management is responsible for the preparation and presentation of these interimcondensed financial statements in accordance with IAS 34 Interim Financial Reporting (IAS 34). Ourresponsibility is to express a conclusion on these interim condensed financial statements based on ourreview.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, Reviewof Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interimfinancial information consists of making inquiries, primarily of persons responsible for financial andaccounting matters, and applying analytical and other review procedures. A review is substantially less inscope 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 beidentified 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 accompanyinginterim condensed financial statements are not prepared, in all material respects, in accordance withIAS 34.

We have not audited or reviewed the financial information for the three month period ended 31 March2014 and accordingly do not express an opinion thereon.

/s/ AMR EL SHAABINI

Amr El ShaabiniPartner

26 April 2015

F-4

Emaar Misr for Development Company (S.A.E)

INTERIM, CONDENSED STATEMENT OF PROFIT OF LOSS ANDOTHER COMPREHENSIVE INCOME

For the period ended 31 March 2015 (unaudited)

Period from Period from1 January 2015 to 1 January 2014 to

Notes 31 March 2015 31 March 2014

EGP EGP

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 751,457,041 357,675,325Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (526,349,414) (233,479,833)

GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,107,627 124,195,492

Selling, general and administrative expenses . . . . . . . . . . . . . 6 (86,138,235) (52,947,905)Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,428,943 2,504,757Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (1,729,235) (21,434,044)Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,478,785) (6,011,461)Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 12,800,101 5,789,564Provisions no longer required . . . . . . . . . . . . . . . . . . . . . . . . 20 1,760.489 —Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 (157,156) —

PROFIT BEFORE TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,593,749 52,096,403

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,166,996) (18,481,238)

PROFIT FOR THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . 161,426,753 33,615,165

OTHER COMPREHENSIVE INCOMEOther comprehensive income to be reclassified to profit or

loss in subsequent periods . . . . . . . . . . . . . . . . . . . . . . . . . — —Other comprehensive income not to be reclassified to profit

or loss in subsequent periods . . . . . . . . . . . . . . . . . . . . . . . — —

TOTAL COMPREHENSIVE INCOME/ LOSS . . . . . . . . . . . . — —

Earnings per share—basic and diluted . . . . . . . . . . . . . . . . . . 22 1.15 0.38

The accompanying notes 1 to 27 form an integral part of these financial statements.

F-5


INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

As at 31 March 2015

Notes 31 March 2015 31 December 2014

EGP EGPUnaudited Audited

ASSETSNon-current assetsProperty, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . 13 583,890,351 586,105,318Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 83,927,071 84,866,442Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,157,339 96,324,334

762,974,761 767,296,094

Current assetsDevelopment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 9,713,579,303 9,815,195,982Accounts and notes receivables . . . . . . . . . . . . . . . . . . . . . . . 10 1,024,454,440 862,177,324Due from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . 25a 13,126 13,126Other receivables, deposits and prepayments . . . . . . . . . . . . . 11 876,664,682 777,679,983Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1,113,328,630 871,900,404

12,728,040,181 12,326,966,819

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,491,014,942 13,094,262,913

EQUITY AND LIABILITIESEquityShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 4,019,338,000 878,338,000Amounts paid under capital increase . . . . . . . . . . . . . . . . . . . 21 — 3,141,000,000Legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 21,145,120 247,803Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,485,144 19,955,708

4,200,968,264 4,039,541,511

LIABILITIESNon-current liabilitiesInterest-bearing loans and borrowings . . . . . . . . . . . . . . . . . . 18 — 475,020Land purchase liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,812,458 635,340,594Provision for employees’ end-of-service benefits . . . . . . . . . . . 19 12,837,160 8,852,688

538,649,618 644,668,302

Current liabilitiesInterest-bearing loans and borrowings . . . . . . . . . . . . . . . . . . 18 611,530,032 815,666,363Borrowings from related parties . . . . . . . . . . . . . . . . . . . . . . 25b 4,705,686 4,445,292Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 1,551,752,718 1,423,931,166Due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25a 6,753,724 4,812,802Land purchase liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301,363,930 166,998,103Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 6,016,004,068 5,733,822,529Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 51,126,390 53,004,971Retentions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 208,160,512 207,371,874

8,751,397,060 8,410,053,100

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,290,046,678 9,054,721,402

TOTAL LIABILITIES AND EQUITY . . . . . . . . . . . . . . . . . . 13,491,014,942 13,094,262,913

Board Director Chairman


F-6

F-7


INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

For the period ended 31 March 2015 (Unaudited)

Amounts paidShare under capital Legal Retained

Notes capital increase reserve earnings Total

EGP EGP EGP EGP EGP

Balance at 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 3,141,000,000 247,803 19,955,708 4,039,541,511Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 161,426,753 161,426,753Other comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

Total comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 161,426,753 161,426,753Transfer to legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 20,897,317 (20,897,317) —Transfer to share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 3,141,000,000 (3,141,000,000) — — —

Balance at 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,019,338,000 — 21,145,120 160,485,144 4,200,968,264


F-8


INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY (Continued)


Amounts paidShare under capital Legal Retainedcapital increase reserve earnings Total

EGP EGP EGP EGP EGP

Balance at 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 119,544,000 196,491 (404,040,902) 594,037,589Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 33,615,165 33,615,165Other comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

Total comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 33,615,165 33,615,165Transfer to legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 51,312 (51,312) —

Balance at 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 119,544,000 247,803 (370,477,049) 627,652,754



INTERIM CONDENSED STATEMENT OF CASH FLOWS


Period from Period from1 January 2015 to 1 January 2014 to

Notes 31 March 2015 31 March 2014

EGP EGP

Cash flows from operating activitiesProfit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,593,749 52,096,403Adjustments for:Depreciation expenses of property, plant and equipment . . . . 13 14,397,009 14,569,110Depreciation expenses of investment properties . . . . . . . . . . . 14 939,371 142,895Provision for employees’ end-of-service benefits . . . . . . . . . . . 19 4,188,879 2,220,650Provision no longer required . . . . . . . . . . . . . . . . . . . . . . . . . 20 (1,760,489) —Gain on disposal of property, plant and equipment . . . . . . . . 8 — (138,648)Provisions charged during the year . . . . . . . . . . . . . . . . . . . . 20 157,156 —Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1,729,235 21,434,044Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,428,943) (2,504,757)

Cash from operations before working capital changes: . . . . . . 164,815,967 87,819,697Accounts and notes receivables . . . . . . . . . . . . . . . . . . . . . . . (162,277,116) (35,762,493)Other receivables, deposits and prepayments . . . . . . . . . . . . . (65,878,474) 4,852,093Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,648,244 (195,715,501)Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . 282,181,539 233,403,819Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,819,507 100,012,701Due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,094,324 1,472,785Retentions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788,638 9,952,400Provisions used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 (275,248) (123,264)Employees’ end-of-service benefits paid . . . . . . . . . . . . . . . . . 19 (204,407) (69,098)

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . 468,712,974 205,843,139

Cash flows from investing activitiesFinance income received . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,248,808 1,999,150Purchase of property, plant and equipment . . . . . . . . . . . . . . 13 (12,375,917) (30,240,815)Proceeds from sale of property, plant and equipment . . . . . . . — 401,050

Net cash (used in) investing activities . . . . . . . . . . . . . . . . . . (1,127,109) (27,840,615)

Cash flows from financing activitiesProceeds from interest-bearing loans and borrowings . . . . . . . 18 10,547,928 3,534,598Repayment of interest-bearing loans and borrowings . . . . . . . 18 (215,159,279) (1,194,283,431)Finance costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,301,290 (14,073,131)Proceeds from related parties . . . . . . . . . . . . . . . . . . . . . . . . 575,107 1,117,303,733Payments of land purchase liabilities . . . . . . . . . . . . . . . . . . . — (35,977,484)

Net cash (used in) financing activities . . . . . . . . . . . . . . . . . . (202,734,954) (123,495,715)

Increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . 264,850,911 54,506,809Net foreign exchange difference . . . . . . . . . . . . . . . . . . . . . . 3,503,404 131,434Cash and cash equivalents at the beginning of the period . . . . 844,974,315 177,707,978

Cash and cash equivalents at the end of the period . . . . . . . . 9 1,113,328,630 232,346,221


F-9


NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS


1 BACKGROUND

Emaar Misr for Development Company (S.A.E.) (the ‘‘Company’’) is a joint stock company established inEgypt under the Investment Guarantees and Incentives Law No. 8 of 1997. The Company was registered inthe commercial register on 16 March 2005 under No. 12841.

The listing of Emaar Misr for Development Company (S.A.E.) on the Egyptian stock exchange wasapproved on 4 March 2015.

The purpose of the Company is:

• Planning and construction of urban districts and providing them with utilities and services,

• Constructing, operating, managing and maintenance of water desalination and refining plantstogether with their distribution networks,

• Constructing, operating, managing and maintenance of sewage systems,

• Projects development, investment and real estate development,

• Owning, constructing, managing and touristic marketing for hotels, motels, lodges and tourism villagesand its related supplementary activities in servicing, entertainment, sporting, commercial, and cultural,

• Establishing and operating yachts marina, golf courses and diving centres and its relatedsupplementary activities,

• Finance leasing,

• Designing, constructing, managing, operating and maintenance of power plants with their differentsources and distribution networks.

The Company is currently engaged in planning and construction of urban districts and providing them withutilities, services and projects development, investment and real estate development.

The Company’s parent is Emaar Properties PJSC.

2.1 BASIS OF PREPARATION

The interim condensed financial statements for the three months ended 31 March 2015 have beenprepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed financial statements do not include all the information and disclosures required inthe annual financial statements, and should be read in conjunction with the company’s annual financialstatements as at 31 December 2014.

The financial statements have been prepared in Egyptian pounds (EGP), which is the Company’sfunctional and presentation currency.

The financial statements have been prepared under the going concern assumption on a historical costbasis.

Results for the three month period ended 31 March 2015 are not necessarily indicative of the results thatmay be expected for the financial year ending 31 December 2015.

2.2 NEW STANDARDS, INTERPRETATION AND AMENDMENTS

The accounting policies adopted in the preparation of the interim condensed financial statements areconsistent with those followed in the preparation of the company’s annual financial statements for the yearended 31 December 2014.

The company has not early adopted any other standard, interpretation or amendment that has been issuedbut is not yet effective.

F-10



For the period ended 31 March 2015 (Unaudited) (Continued)

2.3 SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of interim financial statements requires management to make judgments and estimatesthat affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanyingdisclosures and the disclosure of contingent liabilities at the reporting date. Uncertainty about theseassumptions and estimates could result in outcomes that require a material adjustment to the carryingamount of the assets or liabilities affected in future periods.

Estimates and their underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognised in the period in which the estimates are revised.

The presentation of the interim financial statements for the period ended 31 March 2015 includes thesignificant judgments made by management in applying the company’s accounting policies and the keysources of estimation uncertainty which were the same as those that applied to the 2014 financialstatements.

3 SEGMENT INFORMATION

Currently the Company’s main business segment is developing projects and selling the developed units.Revenues, profits and investments in other business segments are currently immaterial. Accordingly retail,commercial and hospitality business segments do not meet the criteria of reportable segments underIFRS 8, and as such, are not separately disclosed in the interim financial statements. All revenues of theCompany were reported under one segment in the financial statements.

4 REVENUE

Revenue for the three months ended 31 March 2015 and 2014 is as follows:

Period from Period from1 January 2015 1 January 2014

to 31 March 2015 to 31 March 2014

EGP EGP

Revenue from sale of propertyMarassi Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290,633,612 215,582,724Uptown Cairo Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,226,537 63,345,749Mivida Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362,596,892 78,746,852

751,457,041 357,675,325

5 COST OF REVENUE

Cost of revenue for the three months ended 31 March 2015 and 2014 is as follows:



EGP EGP

Cost of revenue from sale of propertyMarassi Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171,255,242 122,374,122Uptown Cairo Project* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,408,041 53,746,607Mivida Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257,686,131 57,359,104

526,349,414 233,479,833

* The cost of revenues of Uptown Cairo Project includes the reversal of an impairment loss amounting to EGP 5,883,688. Thereversal was recognized since some of the impaired units were sold during the first quarter of 2015.

F-11




6 SELLING, GENERAL AND ADMINSTARTIVE EXPENSES

Selling, general and adminstartive expenses for the three months ended 31 March 2015 and 2014 are asfollows:



EGP EGP

Advertisement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,677,940 5,501,685Depreciation expenses of PP&E (Note 13) . . . . . . . . . . . . . . . . . . . . 13,490,714 13,864,585Depreciation expenses of investment property (Note 14) . . . . . . . . . . 939,371 142,896Marketing production and material . . . . . . . . . . . . . . . . . . . . . . . . . 374,799 944,565Events and exhibition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,135,606 418,576Sales commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,105,342 6,413,359Other marketing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,576,170 2,194,332Salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,247,943 12,977,017Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,947,539 1,470,686IT expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,912,604 1,484,140Travel and entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,213,523 547,551Cleaning and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,586,511 793,302Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 657,356 777,049Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,326,509 4,178,770Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,723 294,080Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,643,585 945,312

86,138,235 52,947,905

7 FINANCE COST

Finance cost for the three months ended 31 March 2015 and 2014 is as follows:



EGP EGP

Interest on bank credit facilities and loans . . . . . . . . . . . . . . . . . . . . 2,746,446 6,386,227Loan arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,050,000Bank charges—Letters of Guarantees related to borrowings . . . . . . . . 533,114 1,858,576Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,654 223,319Net foreign exchange (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,581,979) 11,915,922

1,729,235 21,434,044

F-12




8 OTHER INCOME

Other income for the three months ended 31 March 2015 and 2014 is as follows:



EGP EGP

Customers service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,466,612 1,240,154Penalties and units upgrade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,919,359 1,717,687Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,075,463 2,693,075Operating lease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,338,667 —Gain from disposal of property, plant and equipment . . . . . . . . . . . . — 138,648

12,800,101 5,789,564

9 BANK BALANCES AND CASH

31 March 2015 31 December 2014

EGP EGP

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,400 2,352,369Cash at banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,294,230 356,548,035Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 815,000,000 513,000,000

1,113,328,630 871,900,404

Bank balances and cash are denominated in the following currencies:


EGP EGP

United Arab Emirates Dirham (AED) . . . . . . . . . . . . . . . . . . . . . . . 815,981 809,158United States Dollar (USD) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,469,280 56,993,537Euro (EUR) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,082,445 842,654Egyptian Pound (EGP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,045,960,924 813,255,055

1,113,328,630 871,900,404

Cash at banks earn interest based on prevailing bank deposit rates. Short-term fixed deposits are made forvarying periods between one day and three months, depending on the immediate cash requirements of thecompany, and earn interest at the respective short-term deposit rates. Current accounts with an averageinterest rate of 7% (2014: 7%). Time deposits with an average effective interest rate of 8.7% (2014: 8.5%).

Cash at banks as at 31 December 2014 include an amount of EGP 26,926,089 received from customersduring December 2014 towards maintenance deposits and is transferred to customer maintenance—current account in 2015 which is used for financing facility management expenses (other receivablesNote 11).

For the purpose of statement of cash flow cash and cash equivalents represents the following:

31 March 2015 31 March 2014

EGP EGP

Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,113,328,630 232,346,221

Cash and cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,113,328,630 232,346,221

F-13




10 ACCOUNTS AND NOTES RECEIVABLES


EGP EGP

Amounts receivable within 12 months . . . . . . . . . . . . . . . . . . . . . . . . 431,439,279 337,591,199Amounts receivable after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 879,236,568 790,165,453

1,310,675,847 1,127,756,652Unamortised discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (288,854,078) (268,672,597)

Amounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,021,821,769 859,084,055Accounts receivables, hotels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,632,671 3,093,269

1,024,454,440 862,177,324

The ageing analysis of net accounts and notes receivables is as follows:

Past due but not impairedNeither pastdue nor Less than Between Between More than

Total impaired 30 days 30 to 60 days 60 to 90 days 90 days

EGP EGP EGP EGP EGP EGP

31 March 2015 . . . . . . . . 1,024,454,440 922,653,398 26,314,208 32,387,779 4,672,084 38,426,971

31 December 2014 . . . . . . 862,177,324 820,263,145 3,546,933 1,395,335 — 36,971,911

As at 31 March 2015, accounts and notes receivables were not impaired (impairment of 2014: nil).

11 OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS


EGP EGP

Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,884,363 5,714,124Advances to contractors and suppliers . . . . . . . . . . . . . . . . . . . . . . . . . 418,484,573 404,478,822Advances to employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,567,782 1,368,830Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,418,129 5,237,994Customers maintenance—Current accounts* . . . . . . . . . . . . . . . . . . . . 23,008,055 13,950,205Customers maintenance—Time deposits* . . . . . . . . . . . . . . . . . . . . . . 340,517,948 280,143,593Other receivables and deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,783,832 66,786,415

876,664,682 777,679,983

* These amounts represents amounts collected from customers, which are invested in interest bearing current accounts and timedeposits, the interest income generated is used for the purpose of financing the facility management expenses for deliveredunits, the company can not use these amounts except for this purpose.


EGP EGP

Amounts recoverable within 12 months . . . . . . . . . . . . . . . . . . . . . . . . 577,950,558 501,062,761Amounts recoverable after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 298,714,124 276,617,222

876,664,682 777,679,983

F-14




12 DEVELOPMENT PROPERTIES

The movement of development properties during the three months ended 31 March 2015 and 2014 asfollows:

31 March 2015 31 March 2014

EGP EGP

Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . 9,871,773,436 9,852,504,971Add: cost incurred during the year including borrowing costs

capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352,075,804 433,675,075Less: transfers to cost of revenue during the period . . . . . . . . . . . . . . (459,576,173) (200,323,816)Less: transfers to property, plant and equipment, net (Note 13)* . . . . . — (8,426,309)

Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,764,273,067 10,077,429,921Less: Impairment of development properties . . . . . . . . . . . . . . . . . . . (50,693,764) —

Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,713,579,303 10,077,429,921

* Transfers made to property, plant and equipment due to a change in management intention to use these assets instead of sellingthem in the ordinary course of business.

Development properties as at 31 March 2015 and 31 December 2014 are analysed as follows:


EGP EGP

Mivida project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,981,538,466 3,067,906,214Marassi project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,674,097,184 3,687,156,209Uptown Cairo project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,880,649,590 2,888,723,186Cairo Gate project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,162,089 225,162,089Smart Village project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,825,738 2,825,738

9,764,273,067 9,871,773,436Less: Impairment of development properties . . . . . . . . . . . . . . . . . . . (50,693,764) (56,577,454)

9,713,579,303 9,815,195,982

F-15

F-16




13 PROPERTY, PLANT AND EQUIPMENT

Plant, Model homes,Computers machinery Furniture sales centre, Capital

Land and and office and heavy Motor and mockup and work-in-buildings equipment equipment vehicles fixtures other assets progress Total

EGP EGP EGP EGP EGP EGP EGP EGP

CostAs of 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . 493,755,017 52,049,707 112,731,313 30,726,901 39,419,320 81,706,418 45,732,626 856,121,302Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,351 2,170,760 169,178 538,000 481,345 241,351 8,769,932 12,375,917Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . — 838,679 — — (838,679) — — —

As of 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . 493,760,368 55,059,146 112,900,491 31,264,901 39,061,986 81,947,769 54,502,558 868,497,219

Accumulated depreciationAs of 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . 103,769,975 37,379,825 17,386,162 18,467,547 31,624,902 61,387,573 — 270,015,984Depreciation for the period . . . . . . . . . . . . . . . . . . 5,890,884 2,435,661 2,308,917 1,172,391 1,000,703 1,782,328 — 14,590,884Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,625 — — (35,625) — —

As of 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . 109,660,859 39,851,111 19,695,079 19,639,938 32,589,980 63,169,901 — 284,606,868

Net carrying amount:At 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . 384,099,509 15,208,035 93,205,412 11,624,963 6,472,006 18,777,868 54,502,558 583,890,351

Depreciation expense is allocated as follows:31 March

2015

EGP

Selling, general and administrative expenses (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,490,714Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 906,295

Depreciation expense charged to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,397,009Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,875

Total depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,590,884

F-17




13 PROPERTY, PLANT AND EQUIPMENT (Continued)Plant, Model homes,

Computers machinery Furniture sales centre, CapitalLand and and office and heavy Motor and mockup and work-in-buildings equipment equipment vehicles fixtures other assets progress Total


CostAs of 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . 485,322,900 41,662,282 73,535,480 25,961,221 36,293,258 79,370,977 39,627,550 781,773,668Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252,548 992,280 259,864 511,500 264,849 4,044 27,955,730 30,240,815Transfers from development properties . . . . . . . . . . . 764,618 — 7,661,691 — — — — 8,426,309Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (544,400) — — — (544,400)

As of 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . 486,340,066 42,654,562 81,457,035 25,928,321 36,558,107 79,375,021 67,583,280 819,896,392

Accumulated depreciationAs of 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . 80,295,557 28,514,064 8,884,912 12,773,524 26,289,705 54,897,680 — 211,655,442Depreciation for the period . . . . . . . . . . . . . . . . . . . 5,825,933 2,144,690 1,885,491 1,792,208 1,335,599 1,779,064 — 14,762,985Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (281,998) — — — (281,998)

As of 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . 86,121,490 30,658,754 10,770,403 14,283,734 27,625,304 56,676,744 — 226,136,429

Net carrying amount:At 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . 400,218,576 11,995,808 70,686,632 11,644,587 8,932,803 22,698,277 67,583,280 593,759,963

Net carrying amount:At 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . 389,985,042 14,669,882 95,345,151 12,259,354 7,794,418 20,318,845 45,732,626 586,105,318

Depreciation expense is allocated as follows:31 March

2014

EGP

Selling, general and administrative expenses (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,864,585Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704,525






14 INVESTMENT PROPERTIES

No movements in the investment properties during the three months ended 31 March 2015, except thedepreciation charge for the three months amounted to EGP 939,371 (the three months ended 31 March2014: EGP 142,896).

No material changes in Investment properties fair value valuation in the three months ended 31 March2015.

15 TRADE AND OTHER PAYABLES


EGP EGP

Projects contracts cost accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 883,905,720 808,308,124Trade payables (suppliers, contractors and consultants) . . . . . . . . . . . . 176,288,877 171,387,071Taxes payables (other than income tax) . . . . . . . . . . . . . . . . . . . . . . . 10,978,029 5,865,759Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,444,352 9,547,194Deferred revenue* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,065,489 19,725,502Other payables, accruals and deposits . . . . . . . . . . . . . . . . . . . . . . . . 91,205,521 88,077,629Customers maintenance payable** . . . . . . . . . . . . . . . . . . . . . . . . . . 360,864,730 321,019,887

1,551,752,718 1,423,931,166

* Deferred revenue represents amounts deducted from customers who cancelled their contracts. Customers can use theseamounts to buy new units from the company during one year. If these amounts are not used by customers, the company has theright to keep these amounts and thus transfer to revenue.

** Customers maintenance payable represents the collected instalments in respect of delivered units that are used to financefacility management expenses. These amounts are invested in deposits and interest-bearing current accounts for this purpose(Note 11).

16 ADVANCES FROM CUSTOMERS

The movement of advances from customers during the three months ended 31 March 2015 and 2014 is asfollows:

31 March 2015 31 March 2014

EGP EGP

Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . 5,733,822,529 4,812,634,891Add: amounts collected during the period . . . . . . . . . . . . . . . . . . . . . . 1,053,820,061 608,137,024Less: delivered units during the period . . . . . . . . . . . . . . . . . . . . . . . . (771,638,522) (374,733,205)

Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,016,004,068 5,046,038,710

17 RETENTIONS PAYABLE


EGP EGP

Retentions payable within 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 144,711,282 149,911,052Retentions payable after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . 63,449,230 57,460,822

208,160,512 207,371,874

F-18




18 INTEREST-BEARING LOANS AND BORROWINGS


EGP EGP

Maturing within 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611,530,032 815,666,363Maturing after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 475,020

Balance at the end of the period/year . . . . . . . . . . . . . . . . . . . . . . . . . 611,530,032 816,141,383

Latest maturityType Interest rate % (renewal) 31 March 2015 31 December 2014

EGP EGPCurrent portion interest-bearing loans and borrowingsCredit facility 1 2.25% + CBE corridor Offered Rate May 2015 271,286,528 271,286,528Credit facility 2 CBE corridor Average Rate + 2.5% Oct 2015 62,975,063 223,593,303Credit facility 3 CBE mid corridor Rate + 2.25% Settled — 950,040Credit facility 4 CBE corridor offered Rate + 2.25% Dec 2017 223,199,085 265,767,136Credit facility 5 CBE corridor offered Rate + 2.25% May 2015 54,069,356 54,069,356

Total current interest-bearing loans and borrowings 611,530,032 815,666,363

Non-current interest-bearing loans and borrowingsCredit facility 3 CBE mid corridor Rate + 2.25% Settled — 475,020

Total non-current interest-bearing loans and borrowings — 475,020

Total interest-bearing loans and borrowings 611,530,032 816,141,383

* As per the company’s legal certificate, no declared mortgage registered, but there are proxy mortgage as follows:

- Obligation to register mortgage on some units built on Sidi Abdelrahman land as guarantee to Credit facility 4.

The movement of interest-bearing loans and borrowings during the three months ended 31 March 2015and 2014 is as follows:

31 March 2015 31 March 2014

EGP EGP

Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . 816,141,383 2,247,493,460Borrowings drawn down during the period . . . . . . . . . . . . . . . . . . . . . . 10,547,928 3,534,598Borrowings repaid during the period . . . . . . . . . . . . . . . . . . . . . . . . . . (215,159,279) (1,194,283,431)

Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611,530,032 1,056,744,627

19 PROVISION FOR EMPLOYEES’ END-OF-SERVICE BENEFITS

End-of-service benefits

The movement in the provision for employees’ end-of-service benefits during the three months ended31 March 2015 and 2014 was as follows:

31 March 2015 31 March 2014

EGP EGP

Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . 8,852,688 6,768,775Provided during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,188,879 2,220,650Paid during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (204,407) (69,098)

Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,837,160 8,920,327

F-19




20 PROVISIONS

No longerCharged required Used

Balance as of during during the during Balance as of1 January 2015 the period period the period 31 March 2015

EGP EGP EGP EGP EGP

Provision for legal claims . . . . . . . . . . 3,289,108 157,156 (1,760,489) — 1,685,775Provision for tax and other claims* . . . 49,715,863 — — (275,248) 49,440,615

53,004,971 157,156 (1,760,489) (275,248) 51,126,390

No longerCharged required Used

Balance as of during during during Balance as of1 January 2014 the period the period the period 31 March 2014

EGP EGP EGP EGP EGPProvision for tax and other claims* 49,466,486 — — (123,264) 49,343,222

49,466,486 — — (123,264) 49,343,222

* Provision for other claims is advised by the tax consultant for withholding taxes related to tax withheld at source on services providedfrom foreign companies.

No other material contingent liabilities other than what was provided for in the provisions above or whatwas disclosed in note 26 in respect of tax position.

21 SHARE CAPITAL


EGP EGP

Authorised capital (shares of EGP 10 each) . . . . . . . . . . . . . . . . . . . . 4,500,000,000 1,000,000,000

Issued and fully paid-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,019,338,000 878,338,000

Number of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401,933,800 87,833,800

On 16 December 2014, an extraordinary general assembly meeting was held and approved the companycapital increase by EGP 3,141,000,000 to be EGP 4,019,338,000, the total amount will be paid atsubscription as follows:

• Deducting an amount of EGP 3,086,234,900 from shareholders current account (Emaar PropertiesPJSC) presented on financial position as of 30 June 2014.

• Payment an amount of EGP 54,765,100 through cash deposit at bank.

On 15 March 2015, the company has registered the increase and updated the commercial register.

22 LEGAL RESERVE

As required by Egyptian Companies’ law and the Company’s articles of association, 5% of the net profitfor the prior year is to be transferred to legal reserve. The Company may resolve to discontinue suchannual transfers when the reserve totals 50% of the issued share capital. The legal reserve is calculatedbased on Egyptian Accounting Standards financial statements net profit amounting to EGP 417,946,327for the year ended 31 December 2014.

F-20




23 EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing net profit or loss for the period attributable tothe ordinary equity holders by the weighted average number of ordinary shares outstanding during thePeriod. The company has no dilutive shares.

The information necessary to calculate basic and diluted earnings per share for the three months ended31 March 2015 and 2014 is as follows:

31 March 2015 31 March 2014

EGP EGP

Net profit/loss attributable to the ordinary equity holders . . . . . . . . . . . . 161,426,753 33,615,165Weighted average number of ordinary shares . . . . . . . . . . . . . . . . . . . . . 140,183,800 87,833,800EPS—basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15 0.38

24 COMMITMENTS

At 31 March 2015, the company had commitments in respect of its projects not provided for in thefinancial statements amounted to EGP 4,166,607,380 (December 2014: EGP 4,123,265,496).

Operating lease commitments—as lessor

The company has entered into leases on its investment properties. The future minimum rentals receivableunder non-cancellable operating leases contracted for as at the reporting date but not recognised asreceivables, are as follows:


EGP EGP

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,769,439 7,773,587After one year but not more than five years . . . . . . . . . . . . . . . . . . . . 30,450,248 31,588,788More than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,927,119 9,727,828

47,146,806 49,090,203

25 RELATED PARTY DISCLOSURES

For the purpose of these financial statements, parties are considered to be related to the Company, if theCompany has the ability, directly or indirectly, to control the party or exercise significant influence over theparty in making financial and operating decisions, or vice versa, or where the Company and the party aresubject to common control. Related parties may be individuals or other entities.

Related party transactions

The following table provides the total amount of transactions that have been entered into with relatedparties during the three months ended 31 March 2015 and 2014:

31 March 2015

IT Consultancy Finance SoldCompany Nature Expenses expenses fees costs Financing* Revenue units**

EGP EGP EGP EGP EGP EGP EGPTurner Construction

International Egypt . . . . . . . Joint ventureof the parent — — 18,899,327 — — — —

Emaar Properties—PJSC . . . . Parent (224,551) 1,318,873 — — 846,598 — —Board members and key

management personnel . . . . — — — — — — —

F-21




25 RELATED PARTY DISCLOSURES (Continued)

31 March 2014

IT Consultancy Finance SoldCompany Nature Expenses expenses fees costs Financing* Revenue units**


International Egypt . Joint ventureof the parent — — 18,793,998 — — — —

Emaar Properties—PJSC . . . . . . . . . . . Parent 14,774 1,327,385 — 130,626 1,132,743,115 — —

Board members andkey managementpersonnel . . . . . . . . — — — — — 2,441,893 6,806,888

* Financing transactions represents funds transferred from Emaar Properties PJSC to Emaar Misr for Development Companyand the related foreign exchange differences.

** Sold units transactions represent sales contracts signed with related parties during the Period.

The following table provides the balances with related parties as at 31 March 2015 and 31 December 2014:

a) Related party balances

Significant related party balances are as follows:

31 March 2015

Trade Advance Trade andpayables from notes

Due from Due to and accruals customers receivables

EGP EGP EGP EGP EGP

Parent** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6,753,724 — — —Subsidiaries of the parent . . . . . . . . . . . . . . . . . . 13,126 — — — —Joint venture of the parent . . . . . . . . . . . . . . . . . — — 51,287,752 — —Board members and key management personnel . . — — 36,150,683 2,189,539

13,126 6,753,724 51,287,752 36,150,683 2,189,539

31 December 2014

Trade Advance Trade andpayables from notes

Due from Due to and accruals customers receivables

EGP EGP EGP EGP EGP

Parent** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,812,802 — — —Subsidiaries of the parent . . . . . . . . . . . . . . . . . . 13,126 — — — —Joint venture of the parent . . . . . . . . . . . . . . . . . — — 53,178,542 — —Board members and key management personnel . . — — — 33,904,029 2,189,539

13,126 4,812,802 53,178,542 33,904,029 2,189,539

** Due to parent represent a current account, callable by the parent, non-interest bearing, which resulted mainly from thefinancing and support received from the parent and other operating activities.

F-22





b) Related party borrowings

During year 2010, Emaar Misr was granted a loan from Emaar Properties PJSC, with a limit ofUSD 1,150,000, at interest rate (1%) per year over LIBOR. The balances are as follows:


EGP EGP

Borrowings from related partyEmaar Properties PJSC—Parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,705,686 4,445,292

4,705,686 4,445,292

Compensation of key management personnel

The remuneration of key management personnel during the three months ended 31 March 2015 and 2014was as follows:

31 March 2015 31 March 2014

EGP EGP

Short-term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,403,683 7,101,889Employees’ end-of-service benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,096,274 841,988

10,499,957 7,943,877

26 INCOME TAX

The company’s tax position is as follows:

1. Corporate tax

• The company submits the tax returns within the legal grace period.

• The company’s records were inspected for the period since inception till 31 December 2008, thecompany objected on the results and the disputed points have been transferred to the InternalCommittee which issued its decision by resolving some disputed points and transferred others to theappeal committee.

• The company’s records are in process of being inspected for the years 2009 and 2010.

• No corporate tax inspection has taken place for the period from 1 January 2015 till 31 March 2015.

• The company enjoys tax holiday on the projects established in the urban area till 31 December 2018.

2. Salary tax

• The company’s records were inspected for the period since inception date till 2008, all tax dues weresettled.

• The company’s records are in process of being inspected for the years from 2009 to 2011.

• No Salary tax inspection took place for the periods from 1 January 2012 till 31 March 2015.

3. Sales tax

• The company’s records were inspected for the periods since inception date till 2011, all tax dues weresettled.

• The company’s records were inspected for the years 2012 and 2013, and the tax authority did not issuethe tax claim till date.

F-23




26 INCOME TAX (Continued)

• No Sales tax inspection took place for the periods from 1 January 2014 till 31 March 2015.

4. Stamp tax

• The company’s records are in process of being inspected for the period from inception date till 2010,and the tax authority did not issue the tax claim till date.

• No Stamp tax inspection took place for the periods from 1 January 2011 till 31 March 2015.

27 FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial instruments comprise financial assets and financial liabilities.

Financial assets of the company include bank balances and cash, accounts and notes receivables, otherreceivables and due from related parties. Financial liabilities of the company include interest-bearing loansand borrowings, trade and other payables, land purchase liabilities, due to related parties and retentionspayable.

The fair values of the financial assets and liabilities are not materially different from their carrying valueunless stated otherwise.

F-24

EMAAR MISR FOR DEVELOPMENT COMPANY (S.A.E.)FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 DECEMBER 2014, 2013 AND 2012

F-25

Emaar Misr for Development Company (S.A.E.)

Financial Statements

For the years ended 31 December 2014, 2013 and 2012

Table of Contents

Page

Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-27Statement of Profit or Loss and other Comprehensive Income . . . . . . . . . . . . . . . . . . . . F-28Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-29Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30 - F-32Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-33Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-34 - 79

F-26

INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OFEMAAR MISR FOR DEVELOPMENT COMPANY (S.A.E.)

We have audited the accompanying financial statements of Emaar Misr for Development Company(S.A.E) (the ‘‘Company’’), which comprise the statement of financial position as at 31 December 2014,2013 and 2012, and the statement of profit or loss and other comprehensive income, statement of changesin equity and statement of cash flows for the years then ended, and a summary of significant accountingpolicies and other explanatory information.

This report is made solely to the company’s shareholders, as a body. Our audit work has been undertakenso that we might state to the company’s shareholders those matters we are required to state to them in anauditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept orassume responsibility to anyone other than the company and the company’s shareholders as a body, for ouraudit work, for this report, or for the opinions we have formed.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements inaccordance with International Financial Reporting Standards, and for such internal control asmanagement determines is necessary to enable the preparation of financial statements that are free frommaterial misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with International Standards on Auditing. Those standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal control relevant to the entity’s preparationand fair presentation of the financial statements in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’sinternal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of theCompany as at 31 December 2014, 2013 and 2012, and its financial performance and cash flows for theyears then ended in accordance with International Financial Reporting Standards.

/s/ AMR EL SHAABINI

Amr El ShaabiniPartner

Cairo, Egypt

11 March 2015

F-27


STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the years ended 31 December

Notes 2014 2013 2012

EGP EGP EGP

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2,603,926,691 1,188,328,131 756,968,701Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . 5 (1,826,867,902) (777,782,195) (543,918,072)

GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . 777,058,789 410,545,936 213,050,629

Selling, general and administrative expenses . . . . 6 (325,819,863) (284,965,694) (204,380,360)Finance income . . . . . . . . . . . . . . . . . . . . . . . . 29,946,133 3,698,614 2,024,187Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (111,908,022) (209,990,965) (113,515,995)Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . (3,500,837) (6,949,477) (5,537,734)Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 8 35,294,227 27,320,069 9,627,715Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 (3,538,485) — —

PROFIT/ (LOSS) BEFORE TAX . . . . . . . . . . . . 397,531,942 (60,341,517) (98,731,558)

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 26,515,980 69,808,354 —

PROFIT / (LOSS) FOR THE YEAR . . . . . . . . . 424,047,922 9,466,837 (98,731,558)

OTHER COMPREHENSIVE INCOMEOther comprehensive income to be reclassified

to profit or loss in subsequent periods . . . . . . — — —Other comprehensive income not to be

reclassified to profit or loss in subsequentperiods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

TOTAL COMPREHENSIVE INCOME/ LOSS . . 424,047,922 9,466,837 (98,731,558)

Earnings Per Share—basic and diluted . . . . . . . . 25 4.83 0.13 (1.60)


F-28


STATEMENT OF FINANCIAL POSITION

As at 31 December

Notes 2014 2013 2012 1 January 2012

EGP EGP EGP EGP

ASSETSNon-current assetsProperty, plant and equipment . . . . 14 586,105,318 570,118,226 535,709,173 508,711,739Investment properties . . . . . . . . . . . 15 84,866,442 11,431,616 — —Deferred tax assets . . . . . . . . . . . . . 9 96,324,334 69,808,354 — —

767,296,094 651,358,196 535,709,173 508,711,739Current assetsDevelopment properties . . . . . . . . . 13 9,815,195,982 9,852,504,971 8,839,636,691 7,462,930,432Accounts and notes receivables . . . . 11 862,177,324 393,508,096 219,574,828 143,162,642Due from related parties . . . . . . . . . 27a 13,126 41,439 41,439 44,117Other receivables, deposits and

prepayments . . . . . . . . . . . . . . . . 12 777,679,983 367,580,448 414,395,743 452,481,407Bank balances and cash . . . . . . . . . 10 871,900,404 177,707,978 85,552,567 96,347,964

12,326,966,819 10,791,342,932 9,559,201,268 8,154,966,562TOTAL ASSETS . . . . . . . . . . . . . . 13,094,262,913 11,442,701,128 10,094,910,441 8,663,678,301EQUITY AND LIABILITIESEquityShare capital . . . . . . . . . . . . . . . . . 23 878,338,000 878,338,000 699,269,000 617,300,000Amounts paid under capital increase 23 3,141,000,000 119,544,000 179,069,000 81,969,000Legal reserve . . . . . . . . . . . . . . . . . 24 247,803 196,491 196,491 196,491Retained Earnings /Accumulated

losses . . . . . . . . . . . . . . . . . . . . . 19,955,708 (404,040,902) (413,507,739) (314,776,181)4,039,541,511 594,037,589 465,026,752 384,689,310

LIABILITIESNon-current liabilitiesInterest-bearing loans and

borrowings . . . . . . . . . . . . . . . . . 20 475,020 171,290,093 231,977,713 148,077,426Land purchase liabilities . . . . . . . . . 17 635,340,594 574,511,035 360,745,187 351,241,766Provision for employees’

end-of-service benefits . . . . . . . . . 21 8,852,688 6,768,775 7,409,228 5,104,824644,668,302 752,569,903 600,132,128 504,424,016

Current liabilitiesInterest-bearing loans and

borrowings . . . . . . . . . . . . . . . . . 20 815,666,363 2,076,203,367 1,792,833,366 1,588,447,432Borrowings from related parties . . . 27b 4,445,292 4,315,096 3,924,505 3,738,510Trade and other payables . . . . . . . . 16 1,423,931,166 994,183,674 934,402,133 678,115,073Due to related parties . . . . . . . . . . . 27a 4,812,802 1,799,266,700 1,474,119,739 1,145,017,954Land purchase liabilities . . . . . . . . . 17 166,998,103 156,909,940 326,642,180 233,220,780Advances from customers . . . . . . . . 18 5,733,822,529 4,812,634,891 4,250,576,971 3,917,043,743Provisions . . . . . . . . . . . . . . . . . . . 22 53,004,971 49,466,486 50,161,043 50,075,208Retentions payable . . . . . . . . . . . . . 19 207,371,874 203,113,482 197,091,624 158,906,275

8,410,053,100 10,096,093,636 9,029,751,561 7,774,564,975TOTAL LIABILITIES . . . . . . . . . . . 9,054,721,402 10,848,663,539 9,629,883,689 8,278,988,991TOTAL LIABILITIES AND

EQUITY . . . . . . . . . . . . . . . . . . . 13,094,262,913 11,442,701,128 10,094,910,441 8,663,678,301

Board Director Chairman


F-29

F-30


STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December

RetainedAmounts paid earnings/

Share under capital Legal accumulatedNotes capital increase reserve losses Total

EGP EGP EGP EGP EGP

Balance at 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 119,544,000 196,491 (404,040,902) 594,037,589Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 424,047,922 424,047,922Other comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

Total comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 424,047,922 424,047,922Transfer to legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 51,312 (51,312) —Cancellation of amounts paid under capital increase . . . . . . . . . . . . . . . . . . . 23 — (119,544,000) — — (119,544,000)Paid under capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 — 3,141,000,000 — — 3,141,000,000

Balance at 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 3,141,000,000 247,803 19,955,708 4,039,541,511


F-31


STATEMENT OF CHANGES IN EQUITY (Continued)


Amounts paidShare under capital Legal Accumulatedcapital increase reserve losses Total

EGP EGP EGP EGP EGP

Balance at 1 January 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699,269,000 179,069,000 196,491 (413,507,739) 465,026,752Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 9,466,837 9,466,837Other comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

Total comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 9,466,837 9,466,837Transfer to share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179,069,000 (179,069,000) — — —Paid under capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 119,544,000 — — 119,544,000

Balance at 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 119,544,000 196,491 (404,040,902) 594,037,589


F-32


STATEMENT OF CHANGES IN EQUITY (Continued)


Amounts paidShare under capital Legal Accumulatedcapital increase reserve losses TotalEGP EGP EGP EGP EGP

EGP EGP EGP EGP EGP

Balance at 1 January 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 617,300,000 81,969,000 196,491 (314,776,181) 384,689,310Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (98,731,558) (98,731,558)Other comprehensive (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

Total comprehensive (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (98,731,558) (98,731,558)Transfer to share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,969,000 (81,969,000) — — —Paid under capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 179,069,000 — — 179,069,000

Balance at 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699,269,000 179,069,000 196,491 (413,507,739) 465,026,752



STATEMENTS OF CASH FLOW


Notes 2014 2013 2012

EGP EGP EGPCash flows from operating activitiesProfit/(loss) before tax . . . . . . . . . . . . . . . . . . . . . . . . . 397,531,942 (60,341,517) (98,731,558)Adjustments for:Depreciation expenses of property, plant and equipment . 14 58,695,531 53,586,807 47,397,131Depreciation expenses of investment properties . . . . . . . . 15 2,164,531 — —Provision for employees’ end-of-service benefits . . . . . . . 21 3,004,714 — 3,262,494Provision for employees’ end-of-service benefits no longer

required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 — (148,857) —Gain on disposal of property, plant and equipment . . . . . 8 (1,324,340) (956,257) (5,500)Provisions charged during the year . . . . . . . . . . . . . . . . . 22 3,538,485 136,242 85,835Impairment of development properties . . . . . . . . . . . . . . 13 56,577,454 — —Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 111,908,022 209,990,965 113,515,995Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,946,133) (3,698,614) (2,024,187)

Cash from operations before working capital changes: . . . 602,150,206 198,568,769 63,500,210Accounts and notes receivables . . . . . . . . . . . . . . . . . . . (468,669,228) (173,933,268) (76,412,186)Due from related parties . . . . . . . . . . . . . . . . . . . . . . . . 28,313 — 2,678Other receivables, deposits and prepayments . . . . . . . . . . (405,692,450) 47,490,352 38,168,930Development properties . . . . . . . . . . . . . . . . . . . . . . . . 4,376,545 (979,490,818) (1,268,893,548)Advances from customers . . . . . . . . . . . . . . . . . . . . . . . 921,187,638 562,057,920 333,533,228Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . 423,045,066 20,925,770 248,228,346Due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . 3,632,994 16,640,134 14,482,262Retentions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,258,392 6,021,858 38,185,349Provisions used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 — (830,799) —Employees’ end-of-service benefits paid . . . . . . . . . . . . . 21 (920,801) (491,596) (958,090)

Net cash from (used in) operating activities . . . . . . . . . . 1,083,396,675 (303,041,678) (610,162,821)

Cash flows from investing activitiesFinance income received . . . . . . . . . . . . . . . . . . . . . . . . 25,539,048 3,023,557 1,940,921Purchase of property, plant and equipment . . . . . . . . . . . 14 (70,908,880) (91,230,500) (74,926,585)Proceeds from sale of property, plant and equipment . . . . 5,201,435 3,415,427 5,500

Net cash (used in) investing activities . . . . . . . . . . . . . . (40,168,397) (84,791,516) (72,980,164)

Cash flows from financing activitiesProceeds from interest-bearing loans and borrowings . . . . 20 334,759,929 292,919,249 432,941,665Repayment of interest-bearing loans and borrowings . . . . 20 (1,766,112,006) (82,246,026) (150,490,634)Proceeds from related parties . . . . . . . . . . . . . . . . . . . . 1,070,647,928 152,734,455 246,000,000Proceeds from amounts paid under capital increase . . . . . 23 54,765,100 119,544,000 179,069,000Finance costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,018,509) (5,947,648) (30,889,545)Payments of land purchase liabilities . . . . . . . . . . . . . . . (35,977,484) — (4,355,870)

Net cash (used in) from financing activities . . . . . . . . . . (376,935,042) 477,004,030 672,274,616

Increase (decrease) in cash and cash equivalents . . . . . . 666,293,236 89,170,836 (10,868,369)Net foreign exchange difference . . . . . . . . . . . . . . . . . . . 973,101 2,984,575 72,972Cash and cash equivalent at the beginning of the year . . . 10 177,707,978 85,552,567 96,347,964

Cash and cash equivalent at the end of the year . . . . . . . 10 844,974,315 177,707,978 85,552,567

Non-cash transactions

• The cost of new land purchased during the year 2014 amounting to EGP 13,626,772 by incurring aland purchase liability.

• Amounts due to related parties amounting to EGP 3,086,234,900 was transferred to amounts paidunder capital increase (Note 23)


F-33


NOTES TO THE FINANCIAL STATEMENTS


1 BACKGROUND

Emaar Misr for Development Company (S.A.E.) (the ‘‘Company’’) is a joint stock company established inEgypt under the Investment Guarantees and Incentives Law No. 8 of 1997. The Company was registered inthe commercial register on 16 March 2005 under No. 12841.

The listing of Emaar Misr for Development Company (S.A.E.) on the Egyptian stock exchange wasapproved in March 2015.

The purpose of the Company is:

• Planning and construction of urban districts and providing them with utilities and services,

• Constructing, operating, managing and maintenance of water desalination and refining plantstogether with their distribution networks,

• Constructing, operating, managing and maintenance of sewage systems,

• Projects development, investment and real estate development,

• Owning, constructing, managing and touristic marketing for hotels, motels, lodges and tourism villagesand its related supplementary activities in servicing, entertainment, sporting, commercial, and cultural,

• Establishing and operating yachts marina, golf courses and diving centres and its relatedsupplementary activities,

• Finance leasing,

• Designing, constructing, managing, operating and maintenance of power plants with their differentsources and distribution networks.

The Company is currently engaged in planning and construction of urban districts and providing them withutilities, services and projects development, investment and real estate development.

The Company’s parent is Emaar Properties PJSC.

2.1 BASIS OF PREPARATION

The financial statements of the Company are prepared in accordance with International FinancialReporting Standards (‘‘IFRS’’) as issued by the International Accounting Standards Board (‘‘IASB’’).

The financial statements were originally prepared in accordance with Egyptian Accounting Standards(EAS), and converted to IFRS for the purpose of listing; the company will continue to prepare financialstatements in accordance with EAS for statutory requirements.

Refer to Note 2.2 for information on the adoption of IFRS.

The financial statements have been prepared in Egyptian pounds (EGP), which is the Company’sfunctional and presentation currency.

The financial statements have been prepared under the going concern assumption on a historical costbasis.

2.2 FIRST-TIME ADOPTION OF IFRS

These financial statements, for the years ended 31 December 2014, 2013 and 2012, are the first thecompany has prepared in accordance with IFRS. In preparing these financial statements, the company’sopening statement of financial position was prepared as at 1 January 2012, the Company’s date oftransition to IFRS. This note explains the principal adjustments made by the Company in restating its localgenerally accepted accounting principles (EAS) statement of financial position as at 1 January 2012 andthe financial statements as at and for the year ended 31 December 2014.

F-34


NOTES TO THE FINANCIAL STATEMENTS (Continued)


2.2 FIRST-TIME ADOPTION OF IFRS (Continued)

Exemptions applied

IFRS 1 First-Time Adoption of International Financial Reporting Standards allows first-time adopterscertain exemptions from the retrospective application of certain IFRSs. The Company did not use theseexemptions.

Estimates

The estimates at 1 January 2012, 31 December 2012 and 2013 are consistent with those made for the samedates in accordance with EAS and applicable Egyptian laws.

F-35





Reclassifications in the statement of financial position and reconciliation of equity as at 1 January 2012(the date of transition to IFRS).

IFRS as atNotes EAS Reclassifications Remeasurement 1 January 2012

EGP EGP EGP EGPASSETSNon-current assetProperty, plant and equipment . . . A1, A4 477,066,576 34,545,289 (2,900,126) 508,711,739

477,066,576 34,545,289 (2,900,126) 508,711,739Current assetsDevelopment properties . . . . . . . A4, E5 7,508,219,629 (45,289,197) — 7,462,930,432Accounts and notes receivables . . B, E5 356,089,897 (212,927,255) — 143,162,642Due from related parties . . . . . . . 44,117 — — 44,117Other receivables, deposits and

prepayments . . . . . . . . . . . . . . A1, F2, E5 421,625,340 27,955,941 2,900,126 452,481,407Bank balances and cash . . . . . . . . F2 123,293,883 (26,945,919) — 96,347,964

8,409,272,866 (257,206,430) 2,900,126 8,154,966,562

TOTAL ASSETS . . . . . . . . . . . . . 8,886,339,442 (222,661,141) — 8,663,678,301

EQUITY AND LIABILITIESEquityShare capital . . . . . . . . . . . . . . . 617,300,000 — — 617,300,000Amounts paid under capital

increase . . . . . . . . . . . . . . . . . 81,969,000 — — 81,969,000Legal reserve . . . . . . . . . . . . . . . 196,491 — — 196,491Accumulated losses . . . . . . . . . . . (314,776,181) — — (314,776,181)

Total equity . . . . . . . . . . . . . . . . 384,689,310 — — 384,689,310


borrowings . . . . . . . . . . . . . . . 148,077,426 — — 148,077,426Land purchase liabilities . . . . . . . 351,241,766 — — 351,241,766Provision for employees’

end-of-service benefits . . . . . . . C — 5,104,824 — 5,104,824

499,319,192 5,104,824 — 504,424,016

Current liabilitiesBank overdrafts and facilities . . . . D2, F1 1,519,359,198 (1,519,359,198) — —Interest-bearing loans and

borrowings . . . . . . . . . . . . . . . D1,D2 77,777,223 1,510,670,209 — 1,588,447,432Borrowing from related parties . . . D1 — 3,738,510 — 3,738,510Trade and other payables . . . . . . . E1,E2, 712,664,844 (34,549,771) — 678,115,073

E3,E4,E5, F1

Due to tax authority . . . . . . . . . . E2 5,395,318 (5,395,318) — —Due to related parties . . . . . . . . . 1,145,017,954 — — 1,145,017,954Land purchase liabilities . . . . . . . 233,220,780 — — 233,220,780Advances from customers . . . . . . B 4,130,274,261 (213,230,518) — 3,917,043,743Provisions . . . . . . . . . . . . . . . . . C,E3,E4,E5 178,621,362 (128,546,154) — 50,075,208Retentions payable . . . . . . . . . . . E1 — 158,906,275 — 158,906,275

8,002,330,940 (227,765,965) — 7,774,564,975

TOTAL LIABILITIES . . . . . . . . . 8,501,650,132 (222,661,141) — 8,278,988,991

TOTAL LIABILITIES ANDEQUITY . . . . . . . . . . . . . . . . . 8,886,339,442 (222,661,141) — 8,663,678,301

F-36





Reclassifications in the statement of financial position and reconciliation of equity as at 31 December 2014

IFRS as atNotes EAS Reclassifications Remeasurement 31 December 2014

EGP EGP EGP EGPASSETSNon-current assetsProperty, plant and equipment . . . . A2, A3 531,551,015 45,732,626 8,821,677 586,105,318Property under construction . . . . . A2 45,732,626 (45,732,626) — —Investment properties . . . . . . . . . . 84,866,442 — — 84,866,442Deferred Tax Asset . . . . . . . . . . . . 96,324,334 — — 96,324,334

758,474,417 — 8,821,677 767,296,094Current assetsDevelopment properties . . . . . . . . A3 9,809,475,476 — 5,720,506 9,815,195,982Accounts and notes receivables . . . 862,177,324 — — 862,177,324Due from related parties . . . . . . . . 13,126 — — 13,126Other receivables, deposits and

prepayments . . . . . . . . . . . . . . . 777,679,983 — — 777,679,983Bank balances and cash . . . . . . . . 871,900,404 — — 871,900,404

12,321,246,313 — 5,720,506 12,326,966,819

TOTAL ASSETS . . . . . . . . . . . . . 13,079,720,730 — 14,542,183 13,094,262,913

EQUITY AND LIABILITIESEquityShare capital . . . . . . . . . . . . . . . . 878,338,000 — — 878,338,000Amounts paid under capital

increase . . . . . . . . . . . . . . . . . . 3,141,000,000 — — 3,141,000,000Legal reserve . . . . . . . . . . . . . . . . 247,803 — — 247,803Retained Earnings/Accumulated

losses . . . . . . . . . . . . . . . . . . . . A3 5,413,525 — 14,542,183 19,955,708

Total equity . . . . . . . . . . . . . . . . . 4,024,999,328 — 14,542,183 4,039,541,511


borrowings . . . . . . . . . . . . . . . . 475,020 — — 475,020Land purchase liabilities . . . . . . . . 635,340,594 — — 635,340,594Provision for employees’

end-of-service benefits . . . . . . . . 8,852,688 — — 8,852,688

644,668,302 — — 644,668,302

Current liabilitiesInterest-bearing loans and

borrowings . . . . . . . . . . . . . . . . 815,666,363 — — 815,666,363Borrowing from related parties . . . 4,445,292 — — 4,445,292Trade and other payables . . . . . . . 1,423,931,166 — — 1,423,931,166Due to related parties . . . . . . . . . . 4,812,802 — — 4,812,802Land purchase liabilities . . . . . . . . 166,998,103 — — 166,998,103Advances from customers . . . . . . . 5,733,822,529 — — 5,733,822,529Provisions . . . . . . . . . . . . . . . . . . 53,004,971 — — 53,004,971Retentions payable . . . . . . . . . . . . 207,371,874 — — 207,371,874

8,410,053,100 — — 8,410,053,100

TOTAL LIABILITIES . . . . . . . . . . 9,054,721,402 — — 9,054,721,402

TOTAL LIABILITIES ANDEQUITY . . . . . . . . . . . . . . . . . 13,079,720,730 — 14,542,183 13,094,262,913

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Reclassifications and reconciliation of statement of profit or loss and other comprehensive income for theyear ended 31 December 2014.

Notes EAS Reclassifications Remeasurement IFRS

EGP EGP EGP EGPRevenue . . . . . . . . . . . . . . . . . . . . . 2,603,926,691 — — 2,603,926,691Cost of revenue . . . . . . . . . . . . . . . . (1,826,867,902) — — (1,826,867,902)

GROSS PROFIT . . . . . . . . . . . . . . . 777,058,789 — — 777,058,789

Selling , general and administrativeexpenses . . . . . . . . . . . . . . . . . . . A3, H — (328,976,300) 3,156,437 (325,819,863)

Selling and marketing expenses . . . . . (136,241,423) 136,241,423 — —General and administrative expenses . (192,734,877) 192,734,877 — —Finance income . . . . . . . . . . . . . . . . 29,946,133 — — 29,946,133Finance cost . . . . . . . . . . . . . . . . . . G (27,488,703) (84,419,319) — (111,908,022)Other expenses . . . . . . . . . . . . . . . . A3 (6,445,995) — 2,945,158 (3,500,837)Other income . . . . . . . . . . . . . . . . . 35,294,227 — — 35,294,227Provisions . . . . . . . . . . . . . . . . . . . . (3,538,485) — — (3,538,485)Foreign exchange differences . . . . . . . G (84,419,319) 84,419,319 — —

PROFIT BEFORE TAX . . . . . . . . . . 391,430,347 — 6,101,595 397,531,942

Income tax . . . . . . . . . . . . . . . . . . . 26,515,980 — — 26,515,980

PROFIT FOR THE YEAR . . . . . . . . 417,946,327 — 6,101,595 424,047,922

OTHER COMPREHENSIVEINCOME

Other comprehensive income to bereclassified to profit or loss insubsequent periods . . . . . . . . . . . . — — — —

Other comprehensive income not tobe reclassified to profit or loss insubsequent periods . . . . . . . . . . . . — — — —

TOTAL COMPREHENSIVEINCOME . . . . . . . . . . . . . . . . . . . 417,946,327 — 6,101,595 424,047,922

Notes to the reclassifications and reconciliation between local GAAP and IFRS as at 1 January 2012and 31 December 2014 and the year ended 31 December 2014.

A Property, plant and equipment

1—Under EAS, finance leased assets are not derecognised from the lessors financial statements; insteadthey continue to be presented in property, plant and equipment. Under IFRS, such leased assets arederecognised and the receivables due from lessee are recognised at the present value of the minimum leasepayments, accordingly the property, plant and equipment were reduced by the carrying amount of thefinance leased asset amounting to EGP 2,900,126 as of 1 January 2012 and the receivables due from lesseewere recognised in other receivables net of unearned interest revenues. No effect for 2014 since thecontract was closed in 2013.

2—Under EAS, Property under construction amounting to EGP 45,732,626 as of 31 December 2014 waspresented separately on the face of the statement of financial position. Under IFRS, this amount wasreclassified to property, plant and equipment at 31 December 2014. There was no such difference betweenthe EAS financial statements and IFRS financial statements as of 1 January 2012.

3—The company entered into a sale and finance lease back in 2013. Under EAS the asset wasderecognised and the loss from sale was amortised over the lease term and rent expense was charged to theProfit or loss for rental payments. In 2014 the contract was cancelled and the company paid the PV of thebalance of the liability and reacquired the title, the asset was recorded in the balance sheet at the amount

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paid and the unamortised loss at date of cancelation was added back to the asset. Under IFRS the assetwas not derecognised and its carrying amount was not rebased. The Company did not recognize gain orloss from this transaction. The substance of sale and leaseback transactions was clearly financing ratherthan its form of leasing. The Company continued to recognize the asset at its existing carrying amount andaccount for the asset as if the sale and leaseback transactions did not occur. The proceeds from saletransaction were credited to obligation under finance lease account as interest bearing loans andborrowings. The difference in the carrying amount of the asset between EAS and IFRS amounted toEGP 8,821,677. In addition, since this transaction was accounted for as pure finance for IFRS purposes,the interest related to this borrowing was capitalized on development properties amounting toEGP 5,720,506, the total effect on accumulated losses is EGP 14,542,183.

4—Under EAS, development properties include property, plant and equipment under construction thatare intended to be used in the ordinary course of business. Under IFRS, these assets are reclassified toproperty, plant and equipment (under construction) amounting to EGP 34,545,289 at 1 January 2012.There was no such difference between the EAS financial statements and IFRS financial statements as of31 December 2014.

B Accounts and notes receivables

Under EAS, the notes receivable related to undelivered units are netted against the related deferredrevenues (Advances from customers); however past due notes receivable and the corresponding deferredrevenues (Advances from customers) are recognised separately in the statement of financial position.Under IFRS the past due notes receivables related to undelivered units amounting to EGP 213,230,518 asof 1 January 2012 are netted against Advances from customers at 1 January 2012. There was no suchdifference between the EAS financial statements and IFRS financial statements as of 31 December 2014.

C Provisions for employees’ end-of-service benefits

Under EAS, the Provision for employees’ end-of-service benefits amounting to EGP 5,104,824 as of1 January 2012 is classified under provisions within current liabilities. Under IFRS provisions foremployees’ end-of-service benefits were reclassified separately within the non-current liabilities at1 January 2012. There was no such difference between the EAS financial statements and IFRS financialstatements as of 31 December 2014.

D Interest-bearing loans and borrowings

1—Under EAS, borrowings from related parties amounting to EGP 3,738,510 as of 1 January 2012 werepresented under the interest-bearing loans and borrowings. Under IFRS, related party borrowings werepresented separately from interest-bearing loans and borrowings on the face of the statement of financialposition at 1 January 2012. There was no such difference between the EAS financial statements and IFRSfinancial statements as of 31 December 2014.

2—Under EAS, bank overdrafts and facilities amounting to EGP 1,514,408,719 as of 1 January 2012 werepresented separately. Under IFRS, these amounts were reclassified to interest-bearing loans andborrowings. There was no such difference between the EAS financial statements and IFRS financialstatements as of 31 December 2014.

E Trade and other payables

1—Under EAS, retentions payable amounting to EGP 158,906,275 as of 1 January 2012 was presented intrade and other payables. Under IFRS, these amounts were presented separately on the face of thestatement of financial position at 1 January 2012. There was no such difference between the EAS financialstatements and IFRS financial statements as of 31 December 2014.

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2—Under EAS, due to tax authority amounting to EGP 5,395,318 as of 1 January 2012 was presentedseparately on the face of the statement of financial position. Under IFRS, these amounts were reclassifiedat 1 January 2012 to be presented under trade and other payables since these amounts are not income tax.There was no such difference between the EAS financial statements and IFRS financial statements as of31 December 2014.

3—Under EAS, employees and sales commission were presented in provisions amounting toEGP 7,886,490 as of 1 January 2012. Under IFRS, these amounts are reclassified as accruals in trade andother payables. There was no such difference between the EAS financial statements and IFRS financialstatements as of 31 December 2014.

4—Under EAS, infrastructure provision—cost of sales was presented in provisions amounting toEGP 115,571,380 as of 1 January 2012. Under IFRS, these amounts are reclassified as projects costaccruals in trade and other payables. There was no such difference between the EAS financial statementsand IFRS financial statements as of 31 December 2014.

5—Under EAS, the current account related to Al Almein Hotel was presented in trade and other payablesamounting to EGP 13,858,016. Under IFRS, this amount was reclassified to be presented in developmentproperties, accounts and notes receivables, other receivables, trade and other payables, provisionsamounting to EGP (10,743,908), EGP 303,263, EGP 1,010,022, EGP 4,410,853 and EGP 16,540,respectively at 1 January 2012. There was no such difference between the EAS financial statements andIFRS financial statements as of 31 December 2014.

F Bank balances and cash

1—Under EAS, credit bank balances amounting to EGP 4,950,479 is included in bank overdrafts andfacilities at 1 January 2012. Under IFRS, these amounts were reclassified to trade and other payables.There was no such difference between the EAS financial statements and IFRS financial statements as of31 December 2014.

2—Under EAS, maintenance bank current accounts and time deposits were presented in bank balancesand cash amounting to EGP 26,945,919 at 1 January 2012. Under IFRS, these amounts were reclassified toother receivables, deposits and prepayments. There was no such difference between the EAS financialstatements and IFRS financial statements as of 31 December 2014.

G Other expenses and income

Under EAS, Foreign exchange differences were presented separately in the statement of profit or lossamounting to EGP 84,419,319 for the year ended 31 December 2014. Under IFRS, foreign exchangedifferences were reclassified to finance costs.

H Selling, general and administrative expenses

Under EAS, selling and marketing expenses were presented separately in the statement of profit or lossamounting to EGP 136,241,423 for IFRS it was added to General and administrative expenses amountingto EGP 192,734,877 under one line item Selling , general and administrative.

2.3 STANDARDS ISSUED BUT NOT YET EFFECTIVE

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of thecompany’s financial statements are disclosed below. The company intends to adopt these standards, ifapplicable, when they become effective.

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2.3 STANDARDS ISSUED BUT NOT YET EFFECTIVE (Continued)

IFRS 9 Financial instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases ofthe financial instruments project and replaces IAS 39 Financial Instruments: Recognition andMeasurement and all previous versions of IFRS 9. The standard introduces new requirements forclassification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periodsbeginning on or after 1 January 2018, with early application permitted. Retrospective application isrequired, but comparative information is not compulsory. Early application of previous versions of IFRS 9(2009, 2010 and 2013) is permitted if the date of initial application is before 1 February 2015. TheCompany is not expecting that the adoption of IFRS 9 will result in a material impact.

IFRS 14 Regulatory deferral accounts

IFRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulation, tocontinue applying most of its existing accounting policies for regulatory deferral account balances upon itsfirst-time adoption of IFRS. Entities that adopt IFRS 14 must present the regulatory deferral accounts asseparate line items on the statement of financial position and present movements in these accountbalances as separate line items in the statement of profit or loss. The standard requires disclosures on thenature of, and risks associated with, the entity’s rate-regulation and the effects of that rate-regulation on itsfinancial statements. IFRS 14 is effective for annual periods beginning on or after 1 January 2016.

Amendments to IAS 19 Defined benefit plans: Employee contributions

IAS 19 requires an entity to consider contributions from employees or third parties when accounting fordefined benefit plans. Where the contributions are linked to service, they should be attributed to periods ofservice as a negative benefit. These amendments clarify that, if the amount of the contributions isindependent of the number of years of service, an entity is permitted to recognize such contributions as areduction in the service cost in the period in which the service is rendered, instead of allocating thecontributions to the periods of service. This amendment is effective for annual periods beginning on orafter 1 July 2014. It is not expected that this amendment would be relevant to the company, since thecompany has no defined benefit plans with contributions from employees or third parties.

Annual improvements 2010-2012 cycle

These improvements are effective from 1 July 2014 and are not expected to have a material impact on theCompany. They include:

IFRS 2 Share-based payment

This improvement is applied prospectively and clarifies various issues relating to the definitions ofperformance and service conditions which are vesting. These amendments will not have any impact on theCompany’s financial statements.

IFRS 3 Business combinations

The amendment is applied prospectively and clarifies that all contingent consideration arrangementsclassified as liabilities (or assets) arising from a business combination should be subsequently measured atfair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, asapplicable). These amendments will not have any impact on the Company’s financial statements.

IFRS 8 Operating segments

The amendments are applied retrospectively and clarifies that:

• An entity must disclose the judgments made by management in applying the aggregation criteria inparagraph 12 of IFRS 8, including a brief description of operating segments that have been

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aggregated and the economic characteristics (e.g., sales and gross margins) used to assess whether thesegments are ‘similar’

• The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliationis reported to the chief operating decision maker, similar to the required disclosure for segmentliabilities.

IAS 16 Property, plant and equipment and IAS 38 intangible assets

The amendment is applied retrospectively and clarifies in IAS 16 and IAS 38 that the asset may berevalued by reference to observable data on either the gross or the net carrying amount. In addition, theaccumulated depreciation or amortisation is the difference between the gross and carrying amounts of theasset. These amendments will not have any impact on the Company’s financial statements.

IAS 24 Related party disclosures

The amendment is applied retrospectively and clarifies that a management entity (an entity that provideskey management personnel services) is a related party subject to the related party disclosures. In addition,an entity that uses a management entity is required to disclose the expenses incurred for managementservices.

Annual improvements 2011-2013 cycle

These improvements are effective from 1 July 2014 and are not expected to have a material impact on theCompany. They include:

IFRS 3 Business combinations

The amendment is applied prospectively and clarifies for the scope exceptions within IFRS 3 that:

• Joint arrangements, not just joint ventures, are outside the scope of IFRS 3

• This scope exception applies only to the accounting in the financial statements of the jointarrangement itself

IFRS 13 Fair value measurement

The amendment is applied prospectively and clarifies that the portfolio exception in IFRS 13 can beapplied not only to financial assets and financial liabilities, but also to other contracts within the scope ofIFRS 9 (or IAS 39, as applicable).

IAS 40 Investment properties

The description of ancillary services in IAS 40 differentiates between investment property and owner-occupied property (i.e., property, plant and equipment). The amendment is applied prospectively andclarifies that IFRS 3, and not the description of ancillary services in IAS 40, is used to determine if thetransaction is the purchase of an asset or business combination.

IFRS 15 Revenue from Contracts with customers

IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arisingfrom Contracts with customers. Under IFRS 15 revenue is recognised at an amount that reflects theconsideration to which an entity expects to be entitled in exchange for transferring goods or services to acustomer. The principles in IFRS 15 provide a more structured approach to measuring and recognisingrevenue. The new revenue standard is applicable to all entities and will supersede all current revenuerecognition requirements under IFRS. Either a full or modified retrospective application is required for

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annual periods beginning on or after 1 January 2017 with early adoption permitted. The company iscurrently assessing the impact of IFRS 15.

Amendments to IFRS 11 Joint arrangements: Accounting for acquisitions of interests

The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in ajoint operation, in which the activity of the joint operation constitutes a business must apply the relevantIFRS 3 principles for business combinations accounting. The amendments also clarify that a previouslyheld interest in a joint operation is not remeasured on the acquisition of an additional interest in the samejoint operation while joint control is retained. In addition, a scope exclusion has been added to IFRS 11 tospecify that the amendments do not apply when the parties sharing joint control, including the reportingentity, are under common control of the same ultimate controlling party. The amendments apply to boththe acquisition of the initial interest in a joint operation and the acquisition of any additional interests inthe same joint operation and are prospectively effective for annual periods beginning on or after 1 January2016, with early adoption permitted. These amendments will not have any impact on the Company’sfinancial statements

Amendments to IAS 16 and IAS 38: Clarification of acceptable methods of depreciation and amortisation

The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economicbenefits generated from operating a business (of which the asset is part) rather than the economic benefitsthat are consumed through use of the asset. As a result, a revenue-based method cannot be used todepreciate property, plant and equipment and may only be used in very limited circumstances to amortiseintangible assets. The amendments are effective prospectively for annual periods beginning on or after1 January 2016, with early adoption permitted. These amendments will not have any impact on theCompany’s financial statements.

Amendments to IAS 16 and IAS 41 Agriculture: Bearer plants

The amendments change the accounting requirements for biological assets that meet the definition ofbearer plants. Under the amendments, biological assets that meet the definition of bearer plants will nolonger be within the scope of IAS 41. Instead, IAS 16 will apply. After initial recognition, bearer plants willbe measured under IAS 16 at accumulated cost (before maturity) and using either the cost model orrevaluation model (after maturity). The amendments also require that produce that grows on bearer plantswill remain in the scope of IAS 41 measured at fair value less costs to sell. For government grants relatedto bearer plants, IAS 20 Accounting for Government Grants and Disclosure of Government Assistance willapply. The amendments are retrospectively effective for annual periods beginning on or after 1 January2016, with early adoption permitted. These amendments will not have any impact on the Company’sfinancial statements.

Amendments to IAS 27: Equity method in separate financial statements

The amendments will allow entities to use the equity method to account for investments in subsidiaries,joint ventures and associates in their separate financial statements. Entities already applying IFRS andelecting to change to the equity method in its separate financial statements will have to apply that changeretrospectively. For first-time adopters of IFRS electing to use the equity method in its separate financialstatements, they will be required to apply this method from the date of transition to IFRS. Theamendments are effective for annual periods beginning on or after 1 January 2016, with early adoptionpermitted. These amendments will not have any impact on the Company’s financial statements.

2.4 SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of these financial statements requires management to make judgments and estimates thataffect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures

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2.4 SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES (Continued)

and the disclosure of contingent liabilities at the reporting date. Uncertainty about these assumptions andestimates could result in outcomes that require a material adjustment to the carrying amount of the assetsor liabilities affected in future periods.

Estimates and their underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognised in the period in which the estimates are revised.

The key judgements and estimates that have a significant impact on the financial statement of theCompany are discussed below:

Judgments

Revenue recognition for real estate units

In making their judgment, the management considered the detailed criteria for the recognition of revenuefrom the sale of real estate units as set out in IAS 18 Revenue, IFRIC 15 Agreements for the Construction ofReal Estate and, in particular, whether the Company had transferred to the buyer the significant risks andrewards of ownership of the real estate units.

Classification of properties

The Company determines whether a property is classified as investment property or developmentproperty:

Investment property comprises land and buildings that are not occupied substantially for use by, or in theoperations of, the Company, nor for sale in the ordinary course of business, but are held primarily to earnrental income and capital appreciation. These land and buildings are substantially rented to tenants andnot intended to be sold in the ordinary course of business.

Development property comprises property that is held for sale in the ordinary course of business.Principally, this is residential property that the Company develops and intends to sell before or oncompletion of construction.

Operating lease commitments—Company as lessor

The Company has entered into leases on its investment properties. The Company has determined, basedon an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting amajor part of the economic life of the property and the fair value of the asset, that it retains all thesignificant risks and rewards of ownership of these properties and accounts for the contracts as operatingleases.

Estimations

Estimation of net realisable value for development property

Development property is stated at the lower of cost and net realisable value (NRV).

NRV for completed property is assessed by reference to market conditions and prices existing at thereporting date and is determined by the Company, based on comparable transactions.

NRV in respect of development property under construction is assessed with reference to market prices atthe reporting date for similar completed property, less estimated costs to complete construction.

Valuation of investment properties

The Company hires the services of third party professionally qualified valuers to obtain estimates of themarket value of investment properties using recognised valuation techniques for the purposes of theirimpairment review and disclosures in the financial statements.

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2.4 SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES (Continued)

Impairment of trade and other receivables

An estimate of the collectible amount of trade and other receivables is made when collection of the fullamount is no longer probable. For individually significant amounts, this estimation is performed on anindividual basis. Amounts which are not individually significant, but which are past due, are assessedcollectively and a provision applied according to the length of time past due, based on historical recoveryrates.

Useful lives of property, plant and equipment and investment properties

The Company’s management determines the estimated useful lives of its property, plant and equipmentand investment properties for calculating depreciation. This estimate is determined after considering theexpected usage of the asset or physical wear and tear. The management periodically reviews estimateduseful lives and the depreciation method to ensure that the method and period of depreciation areconsistent with the expected pattern of economic benefits from these assets.

Cost to complete the projects

The Company estimates the cost to complete the projects in order to determine the cost attributable torevenue being recognised. These estimates include the cost of providing infrastructure, potential claims bycontractors as evaluated by the project consultant and the cost of meeting other contractual obligations tothe customers.

Taxes

The Company is subject to income taxes in Egypt. Significant judgment is required to determine the totalprovision for current and deferred taxes. The Company established provisions, based on reasonableestimates, for possible consequences of audits by the tax authorities in Egypt. The amount of suchprovision is based on various factors, such as experience of previous tax audits and differing interpretationsof tax regulations by the Company and the responsible tax authority. Such differences of interpretationsmay arise on a wide variety of issues depending on the conditions prevailing in Egypt.

Deferred tax assets are recognised for unused accumulated tax losses to the extent that it is probable thattaxable profit will be available against which the losses can be utilised. Significant management judgementis required to determine the amount of deferred tax assets that can be recognised, based upon the likelytiming and the level of future taxable profits together with future tax planning strategies.

Impairment of non-financial assets

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

2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Companyand the revenue can be reliably measured, regardless of when the payment is being made. Revenue ismeasured at the fair value of the consideration received or receivable, taking into account contractuallydefined terms of payment and excluding taxes or duty. The Company has concluded that it is the principalin all of its revenue arrangements since it is the primary obligor in most of the revenue arrangements, it haspricing latitude and is also exposed to inventory and credit risks.

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2.5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The specific recognition criteria described below must also be met before revenue is recognised.

Sale of completed property

A property is regarded as sold when the significant risks and returns have been transferred to the buyer,which is normally on unconditional exchange of contracts. For conditional exchanges, sales are recognisedonly when all the significant conditions are satisfied.

Sales of property under development

Where property is under development and agreement has been reached to sell such property whenconstruction is complete, the management considers whether the contract comprises:

• A contract to construct a property

Or

• A contract for the sale of a completed property

Where a contract is judged to be for the construction of a property, revenue is recognised using thepercentage-of-completion method as construction progresses.

Where the contract is judged to be for the sale of a completed property, revenue is recognised when thesignificant risks and rewards of ownership of the real estate have been transferred to the buyer. If,however, the legal terms of the contract are such that the construction represents the continuous transferof work in progress to the purchaser, the percentage-of-completion method of revenue recognition isapplied and revenue is recognised as work progresses. Continuous transfer of work in progress is appliedwhen:

• The buyer controls the work in progress, typically when the land on which the development takesplace is owned by the final customer

• All significant risks and rewards of ownership of the work in progress in its present state aretransferred to the buyer as construction progresses, typically, when buyer cannot put the incompleteproperty back to the Company

In such situations, the percentage of work completed is measured based on the costs incurred up until theend of the reporting period as a proportion of total costs expected to be incurred.

Rental income from lease of investment properties

Rental income arising from operating leases on investment property is accounted for on a straight-linebasis over the lease terms and is included in other income in the Statement of Profit or Loss.

Hospitality revenue

Revenue from hotel accommodation, food and beverages and other related services are recognised, net ofdiscount and municipality fees, at the point at which the services are rendered.

Finance income

Finance income is recognised as it accrues using the effective interest rate (EIR) method. EIR is the ratethat exactly discounts the estimated future cash payments or receipts over the expected life of the financialinstrument or a shorter period, where appropriate, to the net carrying amount of the financial asset orliability.

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Customers charges

Income arising from providing utilities (water and electricity) to customers is recognised when rendered.Customer charges revenues is included in other income in the Statement of Profit or Loss.

Foreign currencies

Transactions in foreign currencies are initially recorded using the exchange rate at the date of thetransaction.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate atthe reporting date. All differences are recognised in the Statement of Profit or Loss.

Nonmonetary items that are measured at historical cost in foreign currency are translated using theexchange rates at the dates of the initial transactions.

Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates atthe date when the fair value is determined.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset thatnecessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as partof the cost of the asset. All other borrowing costs are expensed in the period in which they occur.Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing offunds.

Income tax

Income tax is calculated in accordance with the Egyptian tax law.

Current income tax

Current income tax assets and liabilities for the current and prior years are measured at the amountexpected to be recovered from or paid to the tax authority.

Deferred income tax

Deferred income tax is recognised using the liability method on temporary differences between the amountattributed to an asset or liability for tax purposes (tax base) and its carrying amount in the balance sheet(accounting base).

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year whenthe asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted orsubstantively enacted at the reporting date.

Deferred tax asset is recognised when it is probable that the asset can be utilized to reduce future taxableprofits and the asset is reduced by the portion that will not create future benefit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extentthat it is no longer probable that sufficient taxable profit will be available to allow all or part of thedeferred tax asset to be utilised.

Current and deferred tax shall be recognised as income or an expense and included in the statement ofprofit or loss for the period, except to the extent that the tax arises from a transaction or event which isrecognised, in the same or a different period, directly in equity.

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Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment invalue. Depreciation is calculated on a straight-line basis over the estimated useful lives as follows:

Years

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Model homes, Sales center and Mockup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Machinery and equipments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Motor vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Computers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Furniture, fixtures and Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Banners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Heavy equipments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - 20Tools . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

No depreciation is charged on land and capital work-in-progress. The useful lives and depreciation methodare reviewed periodically to ensure that the method and period of depreciation are consistent with theexpected pattern of economic benefits from these assets.

Expenditure incurred to replace a component of an item of property, plant and equipment that isaccounted for separately is capitalised and the carrying amount of the component that is replaced iswritten off. Other subsequent expenditure is capitalised only when it increases future economic benefits ofthe related item of property, plant and equipment. All other expenditure is recognised in the Statement ofProfit or Loss as the expense is incurred.

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstancesindicate that the carrying amount of property, plant and equipment may not be recoverable. Whenever thecarrying amount of property, plant and equipment exceeds their recoverable amount, an impairment loss isrecognised in the Statement of Profit or Loss. The recoverable amount is the higher of fair value less coststo sell of property, plant and equipment and the value in use. The fair value is the price that would bereceived to sell an asset or paid to transfer a liability in an orderly transaction between market participantsat the measurement date. While value in use is the present value of estimated future cash flows expected toarise from the continuing use of property, plant and equipment and from its disposal at the end of itsuseful life.

Reversal of impairment losses recognised in the prior years are recorded when there is an indication thatthe impairment losses recognised for the property, plant and equipment no longer exist or have reduced.

Investment properties

Properties held for rental or capital appreciation purposes are classified as investment properties.Investment properties are measured at cost less accumulated depreciation and any accumulatedimpairment in value.

Investment properties represents lands and buildings. Buildings are depreciated on a straight-line basisover their estimated useful lives (20 years). No depreciation is charged on land and capitalwork-in-progress.

The useful lives and depreciation method are reviewed periodically to ensure that the method and periodof depreciation are consistent with the expected pattern of economic benefits from these assets.

Transfers are made to investment properties when and only when, there is a change in use, evidenced bythe end of owner occupation or commencement of an operating lease. Transfers are made from investmentproperties when and only when, there is a change in use evidenced by commencement of owner occupation

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or commencement of development with a view to sell. Such transfers are made at the carrying value of theproperties at the date of transfer.

The Company determines at each reporting date whether there is any objective evidence that theinvestment properties are impaired. Whenever the carrying amount of an investment property exceedstheir recoverable amount, an impairment loss is recognised in the Statement of Profit or Loss. Therecoverable amount is the higher of investment property’s fair value less costs to sell and the value in use.The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. While value in use is the present valueof estimated future cash flows expected to arise from the continuing use of the investment property andfrom 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 theimpairment losses recognised for the investment property no longer exist or have reduced.

Development properties

Properties acquired, constructed or being constructed for sale in the ordinary course of business are heldas development properties and are measured at the lower of cost or net realisable value (NRV).

Cost includes:

• Cost of land;

• Amounts paid to contractors for construction;

• Borrowing costs, planning and design costs, costs of site preparation, professional fees for legalservices, property transfer taxes, construction overheads and other related costs.

Net realisable value is the estimated selling price in the ordinary course of the business, based on marketprices at the reporting date and discounted for the time value of money if material, less costs to completeand the estimated costs of sale.

The cost of development properties recognised in the Statement of Profit or Loss on sale is determinedwith reference to the specific costs incurred on the property sold and an allocation of any non-specific costsbased on the relative size of the property sold.

The management reviews the carrying values of the development properties on an annual basis.

Financial assets

Financial assets are initially measured at cost, plus transaction costs. All recognised financial assets aresubsequently measured at amortised cost

Cash and short-term deposits

Cash and short-term deposits in the statement of financial position comprise cash at banks and on handand short-term deposits with original maturity of three months or less.

Accounts and notes receivables

After initial measurement, such financial assets are subsequently measured at amortised cost using theeffective interest rate (EIR) method, less impairment (if any). The losses arising from impairment (if any)are recognised in the statement of profit or loss in other operating expenses.

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Derecognition of financial assets

A financial asset (or, when applicable, a part of a financial asset or part of a group of similar financialassets) 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 anobligation to pay the received cash flow 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 ofthe 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 apass-through arrangement, it evaluates if and to what extent it as retained the risks and rewards ofownership. When it has neither transferred nor retained substantially all the risks and rewards of the assetnor transferred control of the asset, the Company continues to recognise the transferred asset to the extentof the Company’s continuing involvement. In that case, the Company also recognises an associatedliability. The transferred asset and the associated liability are measured on a basis that reflects the rightsand obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at thelower of the original carrying amount of the asset and the maximum amount of consideration that theCompany could be required to repay.

Impairment of financial assets

The Company assesses at each reporting date whether there is any objective evidence that a financial assetor a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to beimpaired if, and only if, there is objective evidence of impairment as a result of one or more events that hasoccurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has animpact on the estimated future cash flows of the financial asset or the group of financial assets that can bereliably estimated. Evidence of impairment may include indications that the debtors or a group of debtorsis experiencing significant financial difficulty, default or delinquency in interest or principal payments, theprobability that they will enter bankruptcy or other financial reorganisation and where observable dataindicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrearsor economic conditions that correlate with defaults.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss ismeasured as the difference between the financial assets carrying amount and the present value ofestimated future cash flows. The present value of the estimated future cash flows is discounted at thefinancial assets original effective interest rate.

For financial assets carried at amortised cost, the carrying amount is reduced through the use of anallowance account and the amount of the loss is recognised in the Statement of Profit or Loss. Financialasset together with the associated allowance are written off when there is no realistic prospect of futurerecovery and all collateral has been realised or has been transferred to the Company. If, in a subsequentyear, the amount of the estimated impairment loss increases or decreases because of an event occurringafter the impairment was recognised, the previously recognised impairment loss is increased or decreasedby adjusting the allowance account. If a future write-off is later recovered, the recovery is recognised in theStatement of Profit or Loss.

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Financial liabilities and equity instruments issued by the company

Debt and equity instruments are classified as either financial liabilities or as equity instruments inaccordance with the substance of the contractual agreements. Financial liabilities within the scope ofIAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or asderivative instrument as appropriate. The Company determines the classification of its financial liabilitiesat the initial recognition.

Trade and other payables

Liabilities are recognised for amounts to be paid in the future for goods or services received, whetherbilled by the supplier or not.

Loans and borrowings

All loans and borrowings are initially recognised at the fair value less directly attributable transaction costs.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortisedcost using the effective interest rate method. Gains and losses are recognised in the Statement of Profit orLoss when the liabilities are derecognised as well as through the amortisation process.

Other financial liabilities

Other financial liabilities are initially measured at fair value, net of transaction costs and are subsequentlymeasured at amortised cost using the effective interest method, with interest expense recognised on aneffective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and ofallocating interest expense over the relevant period. The effective interest rate is the rate that exactlydiscounts estimated future cash payments through the expected life of the financial liability, or, whereappropriate, a shorter period.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations aredischarged, cancelled or they expire. Where an existing financial liability is replaced by another from thesame 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 Statement of Profit or Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement offinancial position if there is a currently enforceable legal right to offset the recognised amounts and thereis an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that a non-financial asset maybe impaired. If any indication exists, or when annual impairment testing for an asset is required, theCompany estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of anasset’s or cash-generating units (CGU) fair value less costs to sell and its value in use and is determined foran individual asset, unless the asset does not generate cash inflows that are largely independent of thosefrom other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds itsrecoverable amount, the asset is considered impaired and is written down to its recoverable amount. Inassessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

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discount rate that reflects current market assessments of the time value of money and the risks specific tothe asset. In determining fair value less costs to sell, an appropriate valuation model is used.

Impairment losses of continuing operations are recognised in the Statement of Profit or Loss in thoseexpense categories consistent with the function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previouslyrecognised impairment losses may no longer exist or may have decreased. If such indication exists, theCompany estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognisedimpairment loss is reversed only if there has been a change in the assumptions used to determine theasset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so thatthe carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amountthat would have been determined, net of depreciation, had no impairment loss been recognised for theasset in prior years. Such reversal is recognised in the Statement of Profit or Loss.

Leases

The determination of whether an arrangement is, or contains a lease is based on the substance of thearrangement at inception date and whether the fulfilment of the arrangement is dependent on the use of aspecific asset or assets or the arrangement conveys a right to use the asset.

Company as a lessee

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor, areclassified as operating leases. Payments, including prepayments, made under operating leases (net of anyincentives received from the lessor) are recognised as expenses in the Statement of Profit or Loss inaccordance with the terms of the lease contracts over the lease term based on a straight line basis.

Company as a lessor

The Company has entered into leases on its investment properties. The Company has determined, basedon an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks andrewards of ownership of these properties and accounts for the contracts as operating leases. Lease incomeis recognised in the Statement of Profit or Loss over the lease term on a straight line basis.


The Company provides end-of-service benefits to its employees. The entitlement to these benefits isusually based upon the employees’ final salary and length of service, subject to the completion of aminimum service period. The costs of these benefits are accrued over the period of employment.

Provisions

Provisions are recognised when the Company has a legal or constructive obligation as a result of a pastevent, it is probable that an outflow of resources embodying economic benefits will be required to settlethe obligation, and the amount can be reliably estimated. When the Company expects some or all of aprovision to be reimbursed, the reimbursement is recognised as a separate asset but only when thereimbursement is virtually certain. The expense relating to any provision is presented in the Statement ofProfit or Loss net of any reimbursement.

Provisions are measured at the present value of the expenditures expected to be required to settle theobligation at the end of the reporting period, using a rate that reflects current market assessments of thetime value of money and the risks specific to the obligation.

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Provisions are reviewed at each statement of financial position date and adjusted to reflect the current bestestimate. If it is no longer probable that an outflow of resources embodying economic benefits will berequired to settle the obligation, the provision is reversed.

Contingencies

Contingent liabilities are not recognised in the financial statements. They are disclosed unless thepossibility of an outflow of resources embodying economic benefits is remote. A contingent asset is notrecognised in the financial statements but disclosed when an inflow of economic benefits is probable.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. The fair value measurement is based onthe presumption that the transaction to sell the asset or transfer the liability takes place either in theprincipal market for the asset or liability or the most advantageous market for the asset or liability.

The fair value of an asset or a liability is measured using the assumptions that market participants woulduse 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 togenerate economic benefits by using the asset in its highest and best use or by selling it to another marketparticipant that would use the asset in its highest and best use.

For assets traded in an active market, fair value is determined by reference to quoted market bid prices.

The fair value of interest-bearing items is estimated based on discounted cash flows using interest rates foritems with similar terms and risk characteristics.

For unquoted assets, fair value is determined by reference to the market value of a similar asset or is basedon the expected discounted cash flows.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficientdata are available to measure fair value, maximising the use of relevant observable inputs and minimisingthe use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements arecategorised within the fair value hierarchy, described as follows, based on the lowest level input that issignificant to the fair value measurement as a whole:

• Level 1—Fair value measurements are those derived from quoted prices in an active market (that areunadjusted) for identical assets or liabilities.

• Level 2—Fair value measurements are those derived from inputs other than quoted prices includedwithin 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 forthe asset or liability that are not based on observable market data (unobservable inputs).

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Companydetermines whether transfers have occurred between levels in the hierarchy by re-assessing categorisationat the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities onthe basis of the nature, characteristics and risks of the asset or liability and the level of the fair valuehierarchy as explained above.

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3 SEGMENT INFORMATION

Currently the Company’s main business segment is developing projects and selling the developed units.Revenues, profits and investments in other business segments is currently immaterial. Accordingly retail,commercial and hospitality business segments do not meet the criteria of reportable segments underIFRS 8, and as such, are not separately disclosed in the financial statements. All revenues of the Comapnyin the years ended 31 December 2014, 2013 and 2012 were reported under one segment in the financialstatements.

4 REVENUE

2014 2013 2012

EGP EGP EGP

Revenue from sale of propertyMarassi Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,560,671,751 880,360,700 461,008,576Uptown Cairo Project . . . . . . . . . . . . . . . . . . . . . . . . . . 311,385,612 307,967,431 234,502,538Mivida Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 731,869,328 — 61,457,587

2,603,926,691 1,188,328,131 756,968,701

5 COST OF REVENUE

2014 2013 2012

EGP EGP EGP

Cost of revenue from sale of propertyMarassi Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954,912,965 505,747,440 286,495,396Uptown Cairo Project* . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,454,037 272,034,755 210,183,266Mivida Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 569,500,900 — 47,239,410

1,826,867,902 777,782,195 543,918,072

* Cost of Uptown Cairo Project includes impairment losses amounted to EGP 56,577,454 (Note 13).

Marassi project

Located at Al-Alamein Town, Marsa Matrouh Governorate. The units available for sale include villas,apartments, retail, hospitality, serviced and branded units. The project includes 38 villages.

Uptown cairo project

Located in the heart of Cairo in Mokattam and at even distance from all areas of the city. The unitsavailable for sale include villas, apartments, retail, hospitality and offices. The project includes 20 villages.Mivida project

Located at fifth settlement, Cairo. The units available for sale include villas, apartments, retail, hospitality,offices, school and medical center. The project includes 43 parcels.

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6 SELLING, GENERAL AND ADMINSTARTIVE EXPENSES

2014 2013 2012

EGP EGP EGP

Advertisement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,556,513 44,619,026 32,888,419Depreciation expenses of PP&E (Note 14) . . . . . . . . . . . . . . 55,051,842 50,633,295 47,397,131Depreciation expenses of investment property (Note 15) . . . . 2,164,531 — —Marketing production and material . . . . . . . . . . . . . . . . . . . 8,742,509 5,910,398 4,618,852Events and exhibition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,920,197 6,348,393 6,005,945Sales commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,268,988 67,153,770 17,313,605Other marketing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 13,618,632 13,275,720 8,160,376Salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,220,733 46,259,617 44,912,774Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,430,676 4,426,532 4,428,201IT expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,516,621 6,929,131 3,960,939Travel and entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . 6,393,551 4,047,701 6,529,620Cleaning and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . 7,163,052 6,377,177 7,749,757Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,676,242 2,271,967 1,089,635Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . 39,017,768 19,881,621 14,043,015Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,612,403 976,226 582,396Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,465,605 5,855,120 4,699,695

325,819,863 284,965,694 204,380,360

7 FINANCE COST

2014 2013 2012

EGP EGP EGP

Interest on bank credit facilities and loans . . . . . . . . . . . . . . 22,014,835 28,532,695 25,415,965Loan arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,947,700 3,573,000Bank charges—Letters of Guarantees related to borrowings . 4,979,839 6,895,114 6,554,712Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494,029 659,688 547,438Net foreign exchange loss . . . . . . . . . . . . . . . . . . . . . . . . . . 84,419,319 169,955,768 77,424,880

111,908,022 209,990,965 113,515,995

8 OTHER INCOME

2014 2013 2012

EGP EGP EGP

Customers service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,871,387 3,886,236 97,083Penalties and units upgrades . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,239,690 8,108,083 2,365,479Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,424,984 14,051,351 6,760,970Operating lease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,433,826 — —Finance lease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 318,142 398,683Gain from disposal of property, plant and equipment . . . . . . . . . 1,324,340 956,257 5,500

35,294,227 27,320,069 9,627,715

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9 INCOME TAX

2014 2013 2012

EGP EGP EGP

Statement of profit or loss and other comprehensive incomeCurrent income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Deferred income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,515,980 69,808,354 —

26,515,980 69,808,354 —

Statement of profit or loss andStatement of financial position other comprehensive income

2014 2013 2012 2014 2013 2012


Depreciation of fixed assets . . . . . . . . . . . . . (8,607,325) 577,411 — (9,184,736) 577,411 —Carry forward tax losses . . . . . . . . . . . . . . . — 27,354,743 — (27,354,743) 27,354,743 —Provisions and accruals . . . . . . . . . . . . . . . . 104,931,659 41,876,200 — 63,055,459 41,876,200 —

Net deferred income tax assets . . . . . . . . . . 96,324,334 69,808,354 — 26,515,980 69,808,354 —

The deferred income tax asset was recognised starting from 2013 as it is expected to create future taxablebenefits, but was not recognised in 2012 and 2011, since it was not probable that the carry forward losseswould result in future tax benefits before 2013.

The relationship between the tax expense and the accounting profit can be explained as follows:

2014 2013 2012

Rate EGP Rate EGP Rate EGP

Accounting profit/ (loss) beforeincome taxes . . . . . . . . . . . . . . . . 397,531,942 (60,341,517) (98,731,558)

Income taxes at the applicable taxrate . . . . . . . . . . . . . . . . . . . . . . . 30% 119,209,582 25% (15,085,379) 24% (24,182,890)

Non deductible expenses . . . . . . . . . 44,870,118 — 21,854,117Recognition (utilization) of deferred

tax assets . . . . . . . . . . . . . . . . . . . (13,091,213) (63,358,959) —Change in tax rate . . . . . . . . . . . . . . (6,368,049) — —Exemptions . . . . . . . . . . . . . . . . . . . (235,090,593) (34,859,580) (20,259,203)Nondeductible taxable losses resulted

from exemptions (cannot becarried forward) . . . . . . . . . . . . . . 63,954,175 32,677,562 20,259,203

Unrecognized carryforward losses . . . — 10,818,002 2,328,773

Effective Tax expense (benefit) . . . . . �7% (26,515,980) 116% (69,808,354) 0% —

The company’s tax position is as follows:

1. Corporate Tax

• The company submits the tax returns within the legal grace period.

• The company’s records were inspected for the period since inception till 31 December 2008, thecompany objected on the results and the disputed points have been transferred to the InternalCommittee which issued its decision by resolving some disputed points and transferred others to theappeal committee.

• The company’s records are in process of being inspected for the years 2009 and 2010.

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9 INCOME TAX (Continued)

2. Salary tax


• The company’s records are in process of being inspected for the years from 2009 to 2011.

3. Sales tax


• The company’s records were inspected for the years 2012 and 2013, and the tax authority did not issuethe tax claim till date.

4. Stamp tax

• The company’s records are in process of being inspected for the period from inception date till 2010.

10 BANK BALANCES AND CASH

2014 2013 2012 1 Janaury 2012

EGP EGP EGP EGP

Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . 2,352,369 1,258,000 318,613 50,000Cash at banks . . . . . . . . . . . . . . . . . . . . . . . . 356,548,035 94,649,978 85,233,954 96,297,964Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . 513,000,000 81,800,000 — —

871,900,404 177,707,978 85,552,567 96,347,964

Bank balances and cash are denominated in the following currencies:

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

United Arab Emirates Dirham (AED) . . . . . . . 809,158 359,065 2,158,504 264,075United States Dollar (USD) . . . . . . . . . . . . . . 56,993,537 59,489,662 50,060 81,205Euro (EUR) . . . . . . . . . . . . . . . . . . . . . . . . . 842,654 — — —Egyptian Pound (EGP) . . . . . . . . . . . . . . . . . . 813,255,055 117,859,251 83,344,003 96,002,684

871,900,404 177,707,978 85,552,567 96,347,964

Cash at banks earn interest based on prevailing bank deposit rates. Short-term fixed deposits are made forvarying periods between one day and three months, depending on the immediate cash requirements of thecompany, and earn interest at the respective short-term deposit rates.

Current account with an average effective interest rate of 7% (2013: 6.5%, 2012: 5% and 2011: 3.5%).

Time deposits with an average effective interest rate of 8.5% (2013: 7.5%, 2012: 9.5% and 2011: 6.5%).

For the purpose of statement of cahs flow cash and cash equivalents represents the following:

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Bank balances and cash . . . . . . . . . . . . . . . . . 871,900,404 177,707,978 85,552,567 96,347,964Customer maintenance cash to be transferred . (26,926,089) — — —

Cash and cash equivalent . . . . . . . . . . . . . . . . 844,974,315 177,707,978 85,552,567 96,347,964

F-57




10 BANK BALANCES AND CASH (Continued)

Cash at banks as at 31 December 2014 include an amount of EGP 26,926,089 received from customersduring December 2014 towards maintenance deposits and is transferred to customer maintenance—current account in 2015 which is used for financing facility management expenses (other receivablesNote 12).

11 ACCOUNTS AND NOTES RECEIVABLES

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Amounts receivable within 12 months . . . . 337,591,199 178,285,725 149,114,684 112,524,987Amounts receivable after 12 months . . . . . . 790,165,453 315,263,490 111,921,908 46,335,954

1,127,756,652 493,549,215 261,036,592 158,860,941Unamortised discount . . . . . . . . . . . . . . . . (268,672,597) (101,953,522) (42,388,501) (16,001,562)

Amounts receivable, net . . . . . . . . . . . . . . 859,084,055 391,595,693 218,648,091 142,859,379Accounts receivables, hotels . . . . . . . . . . . . 3,093,269 1,912,403 926,737 303,263

862,177,324 393,508,096 219,574,828 143,162,642

At 31 December, the ageing analysis of net accounts and notes receivables is as follows:

Past due but not impairedNeither pastdue nor Less than Between Between More than

Total impaired 30 days 30 to 60 days 60 to 90 days 90 days


2014 . . . . . . . . . . . . . . . . . . 862,177,324 820,263,145 3,546,933 1,395,335 — 36,971,911

2013 . . . . . . . . . . . . . . . . . . 393,508,096 316,500,621 5,062,505 881,063 3,198,239 67,865,668

2012 . . . . . . . . . . . . . . . . . . 219,574,828 117,383,344 3,330,153 657,114 4,235,049 93,969,168

As at 1 January 2012 . . . . . . 143,162,642 47,067,659 2,402,375 1,201,187 1,681,662 90,809,759

As at 31 December 2014, accounts and notes receivables were not impaired (impairment of 2013, 2012 and1 January 2012: nil).

Refer to Note 28a on credit risks of trade receivables, which discusses how the company manages andmeasures credit quality of trade receivables that are neither past due nor impaired.

F-58




12 OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . 5,714,124 8,550,683 7,576,933 7,878,875Advances to contractors and suppliers . . . . . . 404,478,822 190,724,932 291,206,469 382,178,931Advances to employees . . . . . . . . . . . . . . . . . 1,368,830 1,787,990 928,834 1,070,468Receivables from finance lease—lessor . . . . . . — — 5,081,017 4,682,347Accrued interest . . . . . . . . . . . . . . . . . . . . . . 5,237,994 830,909 155,852 72,586Customers maintenance—Current accounts* . . 13,950,205 22,847,896 5,238,954 2,145,919Customers maintenance—Time deposits* . . . . 280,143,593 116,915,234 62,007,479 24,800,000Other receivables and deposits . . . . . . . . . . . 66,786,415 25,922,804 42,200,205 29,652,281

777,679,983 367,580,448 414,395,743 452,481,407

* These amounts represents amounts collected from customers, which are invested in interest bearing current accounts and timedeposits, the interest income generated is used for the purpose of financing the facility management expenses for deliveredunits, the company can not use these amounts except for this purpose.

Customers maintenance—Current account with an average effective interest rate of 7% (2013: 6.5%,2012: 5% and 2011: 3.5%) for balance of EGP 13,950,205 (2013: EGP 22,847,896, 2012: EGP 5,238,954and 2011: EGP 2,145,919).

Customers maintenance—Time deposits with effective interest rate of 9.13% (2013: 9%, 2012: 9.5% and2011: 6.5%) for balance of EGP 280,143,593 (2013: EGP 116,915,234, 2012: EGP 62,007,479 and 2011:EGP 24,800,000).

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Amounts recoverable within 12 months . . . . . 501,062,761 261,570,908 322,064,447 228,921,335Amounts recoverable after 12 months . . . . . . 276,617,222 106,009,540 92,331,296 223,560,072

777,679,983 367,580,448 414,395,743 452,481,407

13 DEVELOPMENT PROPERTIES

2014 2013 2012

EGP EGP EGP

Balance at the beginning of the year . . . . . . . . . . . . . . 9,852,504,971 8,839,636,691 7,462,930,432Add: cost incurred during the year including borrowing

costs capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,554,499,581 1,742,912,218 1,809,211,164Less: transfers to cost of revenue during the year . . . . . (1,451,205,450) (718,612,322) (432,504,905)Less: transfers to property, plant and equipment, net

(Note 14)* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,426,309) — —Less: transfers to investment properties (Note 15)** . . (75,599,357) (11,431,616) —Less: Impairment of development properties . . . . . . . . (56,577,454) — —

Balance at the end of the year . . . . . . . . . . . . . . . . . . 9,815,195,982 9,852,504,971 8,839,636,691

* Transfers made to property, plant and equipment due to a change in management intention to use these assets instead of sellingthem in the ordinary course of business.

** Transfers made to investment properties due to a change in use of the assets, evidenced by commencement of leasing the assetstarting 2014.

F-59




13 DEVELOPMENT PROPERTIES (Continued)

Properties acquired, constructed or in the course of construction for sale in the ordinary course of businessare classified as development properties and include the costs of:

• land;

• Amounts paid to contractors for construction including the cost of construction of infrastructure; and

• Borrowing costs, planning and design costs, costs of site preparation, professional fees for legalservices, construction overheads and other related costs.

Common infrastructure costs are allocated to various projects and forms part of the estimated cost tocomplete a project in order to determine the cost attributable to revenue being recognised. Thedevelopment span of the some of the development properties is estimated to be over 10 years.

For the year ended 31 December 2014, borrowing costs amounting to EGP 218,225,665 (2013:EGP 351,291,066 and 2012: EGP 319,586,698) was capitalised during the year.

Development properties are analysed as follows:

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Mivida project . . . . . . . . . . . . . . . . . . . 3,067,906,214 3,001,494,390 2,407,716,320 1,927,724,049Marassi project . . . . . . . . . . . . . . . . . . 3,687,156,209 3,858,651,820 3,707,322,575 3,187,811,581Uptown Cairo project . . . . . . . . . . . . . . 2,888,723,186 2,764,370,934 2,496,609,969 2,121,099,286Cairo Gate project . . . . . . . . . . . . . . . . 225,162,089 225,162,089 225,162,089 223,469,778Smart Village project . . . . . . . . . . . . . . 2,825,738 2,825,738 2,825,738 2,825,738

9,871,773,434 9,852,504,971 8,839,636,691 7,462,930,432Less: Impairment of development

properties . . . . . . . . . . . . . . . . . . . . . (56,577,454) — — —

9,815,195,982 9,852,504,971 8,839,636,691 7,462,930,432

F-60

F-61

14 PROPERTY, PLANT AND EQUIPMENT

Plant, Model homes,Computers machinery sales center, Capital

Land and and office and heavy Motor Furniture mockup and work-in-buildings equipment equipment vehicles and fixtures other assets progress Total


CostAs of 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 485,322,900 41,662,282 73,535,480 25,961,221 36,293,258 79,370,977 39,627,550 781,773,668Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,265,765 10,387,425 2,567,296 5,531,580 3,126,062 6,557,096 41,473,656 70,908,880Transfers from development properties . . . . . . . . . . . . . . . . . . 764,618 — 7,661,691 — — — — 8,426,309Transfers from capital work-in-progress . . . . . . . . . . . . . . . . . . 6,401,734 — 28,966,846 — — — (35,368,580)Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (765,900) — (4,221,655) — (4,987,555)

As of 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 493,755,017 52,049,707 112,731,313 30,726,901 39,419,320 81,706,418 45,732,626 856,121,302

Accumulated depreciationAs of 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,295,557 28,514,064 8,884,912 12,773,524 26,289,705 54,897,680 — 211,655,442Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,474,418 8,865,761 8,501,250 6,040,625 5,335,197 7,253,750 — 59,471,001Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (346,602) — (763,857) — (1,110,459)

As of 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,769,975 37,379,825 17,386,162 18,467,547 31,624,902 61,387,573 — 270,015,984

Net carrying amount:At 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389,985,042 14,669,882 95,345,151 12,259,354 7,794,418 20,318,845 45,732,626 586,105,318

Depreciation expense is allocated as follows:

2014

EGP

Selling, general and administrative expenses (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,051,842Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,643,689



F-62

14 PROPERTY, PLANT AND EQUIPMENT (Continued)

Plant, Model homes,Computers machinery sales center, Capital

Land and and office and heavy Motor Furniture mockup and work-in-buildings equipment equipment vehicles and fixtures other assets progress Total


CostAs of 1 January 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,515,463 33,585,614 14,616,472 20,679,578 29,803,596 73,549,072 64,166,980 693,916,775Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,419,726 8,076,668 3,095,653 5,579,043 1,154,441 5,559,351 64,345,618 91,230,500Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (297,400) — (3,076,207) — (3,373,607)Transfers from capital work-in-progress . . . . . . . . . . . . . . . . . . 24,387,711 — 55,823,355 — 5,335,221 3,338,761 (88,885,048) —

As of 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 485,322,900 41,662,282 73,535,480 25,961,221 36,293,258 79,370,977 39,627,550 781,773,668

Accumulated depreciationAs of 1 January 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,980,904 21,062,913 3,707,299 7,667,380 20,863,392 46,925,714 — 158,207,602Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,314,653 7,451,151 5,177,613 5,341,596 5,426,313 8,650,951 — 54,362,277Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (235,452) — (678,985) — (914,437)

As of 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,295,557 28,514,064 8,884,912 12,773,524 26,289,705 54,897,680 — 211,655,442

Net carrying amount:At 31 December 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405,027,343 13,148,218 64,650,568 13,187,697 10,003,553 24,473,297 39,627,550 570,118,226

• As described in details in (Note 20), during June 2013 the company signed a financing agreement in the form of sale and finance lease back agreement foruptown Cairo golf club building with a Leasing Company and settled in July 2014. According to the agreement the company sold a building with a carryingamount of EGP 73,254,850. This transaction is secured with the asset as security.


2013

EGP

Selling, general and administrative expenses (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,633,295Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,953,512



F-63

14 PROPERTY, PLANT AND EQUIPMENT (Continued)

Plant, Model homes,Computers machinery Sales center, Capital

Land and and office and heavy Motor Furniture Mockup and work-in-buildings equipment equipment vehicles and fixtures other assets progress Total


CostAs of 1 January 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 449,332,585 23,778,853 6,950,833 11,509,839 26,715,020 66,166, 771 34,545,289 618,999,190Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,182,878 9,815,761 7,665,639 9,169,739 3,088,576 7,382,301 29,621,691 74,926,585Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (9,000) — — — — — (9,000)

As of 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,515,463 33,585,614 14,616,472 20,679,578 29,803,596 73,549,072 64,166,980 693,916,775

Accumulated depreciationAs of 1 January 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,475,952 15,819,626 1,167,278 4,229,266 16,630,468 35,964,861 — 110,287,451Depreciation for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,504,952 5,252,287 2,540,021 3,438,114 4,232,924 10,960,853 — 47,929,151Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (9,000) — — — — — (9,000)

As of 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,980,904 21,062,913 3,707,299 7,667,380 20,863,392 46,925,714 — 158,207,602

Net carrying amount:At 31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 399,534,559 12,522,701 10,909,173 13,012,198 8,940,204 26,623,358 64,166,980 535,709,173

Net carrying amount:At 1 January 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412,856,633 7,959,227 5,783,555 7,280,573 10,084,552 30,201,910 34,545,289 508,711,739


2012

EGP

Selling, general and administrative expenses (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,397,131






15 INVESTMENT PROPERTIES

2014 2013 2012

EGP EGP EGP

CostBeginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,431,616 — —Transfer from development properties (Note 13) . . . . . . . . . . . . . . . . 75,599,357 11,431,616 —

Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,030,973 11,431,616 —

Accumulated depreciationBeginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Depreciation charge for the year (Note 6) . . . . . . . . . . . . . . . . . . . . . (2,164,531) — —Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,164,531) — —

Net carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,866,442 11,431,616 —

Investment property includes land amounting EGP 11,881,336 (2013: Nil, 2012: Nil), and buildingsamounting EGP 75,149,637 (2013: EGP 11,431,616, 2012: Nil),

The valuation of the company’s investment properties performed by independent professional qualifiedvaluers. At 31 December 2014, the fair value of investment properties is EGP 149,227,875 (2013:EGP 23,440,500) compared with a carrying value of EGP 84,866,442 (2013: EGP 11,431,616).

The building and land are valued using market approach by an independent valuer.The market wasresearched and a minimum of three recent sales of properties were selected that were considered to bemost comparable to the subject property. Adjustment was made when appropriate to reflect the marketreaction to those items of significant variation. If a significant item in a comparable property is superior to,or more favourable than, the subject property a negative adjustment was made to reduce the sales price ofthe comparable and, if a significant item in a comparable property is inferior to, or less favourable than thesubject properly, a positive adjustment was made to increase the adjusted sales price of the comparable.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of its investmentproperties by valuation technique:

Total Level 1 Level 2 Level 3

EGP EGP EGP EGP

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,227,875 — — 149,227,875

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,440,500 — — 23,440,500

F-64




16 TRADE AND OTHER PAYABLES

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Projects contracts cost accruals . . . . . . . . . . 808,308,124 512,231,334 634,504,928 501,806,384Trade payables (suppliers, contractors and

consultants) . . . . . . . . . . . . . . . . . . . . . . 171,387,071 187,314,379 133,468,410 66,532,874Taxes payables (other than income tax) . . . . 5,865,759 12,676,593 6,996,568 5,728,706Accrued interest payable . . . . . . . . . . . . . . . 9,547,194 32,535,366 6,879,806 4,031,444Deferred revenue* . . . . . . . . . . . . . . . . . . . 19,725,502 20,245,226 19,554,301 18,980,122Other payables, accruals and deposits . . . . . 88,077,629 93,843,534 68,962,118 54,089,624Customers maintenance payable** . . . . . . . . 321,019,887 135,337,242 64,036,002 26,945,919

1,423,931,166 994,183,674 934,402,133 678,115,073

* Deferred revenue represents amounts deducted from customers who canceled their contracts. Customers can use theseamounts to buy new units from the company during one year. If these amounts are not used by customers, the company has theright to keep these amounts and thus transfer to revenue.

** Customers maintenance payable represents the collected instalments in respect of delivered units that are used to financefacility management expenses. These amounts are invested in deposits and interest-bearing current accounts for this purpose(Note 12).

Trade and other payables are non-interest bearing and for explanations on the company’s liquidity riskmanagement process, refer to (Note 28c).

17 LAND PURCHASE LIABILITIES

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Gross land purchase liabilitiesEgyptian general organisation for hotel &

tourism (EGOTH) . . . . . . . . . . . . . . . . . — — — 4,355,870Cairo Gate project . . . . . . . . . . . . . . . . . . 13,000,000 13,000,000 13,000,000 13,000,000Marassi project . . . . . . . . . . . . . . . . . . . . . 13,626,772 — — —Urban Community Authority—Mivida

project . . . . . . . . . . . . . . . . . . . . . . . . . 931,085,319 940,439,465 822,703,324 791,504,670

957,712,091 953,439,465 835,703,324 808,860,540Unamortised discount . . . . . . . . . . . . . . . . (155,373,394) (222,018,490) (148,315,957) (224,397,994)

Present value of land purchase liabilities . . 802,338,697 731,420,975 687,387,367 584,462,546

The present value of land purchase liabilities are as follows:

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Less than one year . . . . . . . . . . . . . . . . . . 166,998,103 156,909,940 326,642,180 233,220,780More than one year . . . . . . . . . . . . . . . . . 635,340,594 574,511,035 360,745,187 351,241,766

802,338,697 731,420,975 687,387,367 584,462,546

The effective interest rate used to discount land purchase liabilities is 10% (2013 and 2012: 10%, 2011:9.5%). The amortization of the discount is charged to development properties.

F-65




18 ADVANCES FROM CUSTOMERS

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

Balance at the beginning of the year . . . . . 4,812,634,891 4,250,576,971 3,917,043,743 3,659,255,744Add: amounts collected during the year . . 3,691,833,404 1,809,951,072 1,116,888,868 778,067,553Less: delivered units during the year . . . . . (2,770,645,766) (1,247,893,152) (783,355,640) (520,279,554)

Balance at the end of the year . . . . . . . . . 5,733,822,529 4,812,634,891 4,250,576,971 3,917,043,743

19 RETENTIONS PAYABLE

2014 2013 2012 1 January 2012

EGP EGP EGP EGP

000,000,000Retentions payable within 12 months . . . . . . . 149,911,052 59,675,566 86,845,764 68,902,806Retentions payable after 12 months . . . . . . . . 57,460,822 143,437,916 110,245,860 90,003,469

207,371,874 203,113,482 197,091,624 158,906,275

20 INTEREST-BEARING LOANS AND BORROWINGS

2014 2013 2012

EGP EGP EGP

Balance at the beginning of the year . . . . . . . . . . . . . . 2,247,493,460 2,024,811,079 1,736,524,858Borrowings drawn down during the year* . . . . . . . . . . 334,759,929 292,919,249 432,941,665Borrowings repaid during the year* . . . . . . . . . . . . . . . (1,766,112,006) (82,246,026) (150,490,634)Foreign exchange differences . . . . . . . . . . . . . . . . . . . — 12,009,158 5,835,190

Balance at the end of the year . . . . . . . . . . . . . . . . . . 816,141,383 2,247,493,460 2,024,811,079

Maturing within 12 months . . . . . . . . . . . . . . . . . . . . . 815,666,363 2,076,203,367 1,792,833,366Maturing after 12 months . . . . . . . . . . . . . . . . . . . . . . 475,020 171,290,093 231,977,713

Balance at the end of the year . . . . . . . . . . . . . . . . . . 816,141,383 2,247,493,460 2,024,811,079

* These amounts include the proceeds from sale and finance lease back in 2013 amounting to EGP 35,955,000 and payments in2013 amounting to EGP 5,041,425. The balance as of 31 December 2013 amounting to EGP 30,913,575 was fully paid in 2014.

F-66




20 INTEREST-BEARING LOANS AND BORROWINGS (Continued)

Latestmaturity

Type Interest rate % (renewal) 2014 2013 2012 1 January 2012

EGP EGP EGP EGPCurrent portion interest-bearing loans and borrowingsObligations under

finance lease . . . . 3.07% + CBECorridor mid rate Settled — 5,807,670 — —

Credit facility 1 . . . . 4.5% + 1 month libor Settled — 94,020,185 84,318,149 80,615,391Credit facility 2 . . . . 4.5% + 1 month libor Settled — 69,600,000 63,300,000 —Credit facility 3 . . . . CBE discount rate + 2.25% Settled — 108,703,013 109,305,800 109,776,241Credit facility 4 . . . . CBE Bid corridor + 3.5% Settled — 285,946,578 300,000,000 288,535,000Credit facility 5 . . . . 2.25% + CBE corridor Offered Rate May 2015 271,286,528 271,286,528 271,286,528 271,286,528Credit facility 6 . . . . 3.25%+ 6 months libor Settled — 347,972,752 316,187,387 301,459,237Credit facility 7 . . . . 3.25%+ 6 months libor Settled — 112,314,682 102,052,684 87,809,793Credit facility 8 . . . . 3.25%+ 6 months libor Settled — 6,612,000 6,013,500 —Credit facility 9 . . . . 3.5%+ 1 year libor Settled — 132,728,728 123,122,517 114,779,670Credit facility 10 . . . CBE corridor Average Rate + 2.5% Sep 2015 223,593,303 210,807,456 167,181,176 109,396,859Credit facility 11 . . . CBE mid corridor Rate + 2.25% June 2016 950,040 — — —Credit facility 12 . . . CBE corridor offered Rate + 2.25% Dec 2017 265,767,136 — — —Credit facility 13 . . . CBE corridor offered Rate + 2.25% May 2015 54,069,356 — — —Loan 1 . . . . . . . . . CBE discount rate + 3% Setlled — 104,038,713 92,548,391 74,038,713Loan 2 . . . . . . . . . 3 month libor + 3.5% Settled — 174,000,000 157,517,234 150,750,000Loan 3 . . . . . . . . . 5.75% Settled — 130,161,937 — —Loan 4 . . . . . . . . . CBE average corridor + 2.5% Settled — 22,203,125 — —

Total current interest-bearing loans and borrowings . . . . . . . . . . . . . 815,666,363 2,076,203,367 1,792,833,366 1,588,447,432

MaturityType Interest rate % (renewal) 2014 2013 2012 1 January 2012

EGP EGP EGP EGPNon-current interest-bearing loans and borrowingsObligations under

finance lease . . . . . . 3.07% + CBECorridor mid rate Settled — 25,105,905 — —

Credit facility 11 . . . . . CBE mid corridor Rate + 2.25% June 2016 475,020 — — —Loan 1 . . . . . . . . . . . . CBE discount rate + 3% Settled — — 74,038,713 148,077,426Loan 3 . . . . . . . . . . . . 5.75% Settled — 43,387,313 157,939,000 —Loan 4 . . . . . . . . . . . . CBE average corridor + 2.5% Settled — 102,796,875 — —Total non-current interest-bearing loans and borrowings . . . . . . . . . . 475,020 171,290,093 231,977,713 148,077,426

Total interest-bearing loans and borrowings . . . . . . . . . . . . . . . . . . 816,141,383 2,247,493,460 2,024,811,079 1,736,524,858

The company has secured interest-bearing loans and borrowings:

Bank credit facilities

1- Credit facilities financed by an Egyptian bank with limit of USD 13,600,000, secured by letter ofguarantee issued by Emaar Properties (parent) from a UAE bank with the same value of the limit.

2- Credit facilities financed by an Egyptian bank with limit of USD 10,000,000, secured by letter ofguarantee issued by Emaar Properties (parent) from a UAE bank with the same value of the limit.

3- Credit facilities financed by an Egyptian bank with limit of EGP 110,000,000, secured by letter ofguarantee issued by Emaar Properties (parent) from a UAE bank with an amount of USD 20,000,000.

4- Credit facilities financed by an Egyptian bank with limit of EGP 300,000,000, secured by corporateguarantee from Emaar Properties (parent) and subordination agreement.

5- Credit facilities financed by an Egyptian bank with limit of EGP 272,000,000, secured by corporateguarantee from Emaar Properties (parent).

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6- Credit facilities financed by an Egyptian bank with limit of USD 50,000,000, secured by corporateletter of guarantee issued by Emaar Properties (parent) with Security margin 5% issued from a UAEBank.

7- Credit facilities financed by an Egyptian bank with limit of USD 16,150,000, secured by letter ofguarantee issued by Emaar Properties (parent) from a UAE Bank with an amount of USD 17,000,000.

8- Credit facilities financed by an Egyptian bank with limit of USD 950,000, secured by letter ofguarantee issued by Emaar Properties (parent) from a UAE Bank with an amount of USD 1,000,000.

9- Credit facilities financed by an Egyptian bank with limit of USD 20,000,000, secured by Promissorynote with a margin of 5% and letter of credit issued from a UAE Bank with an amount ofUSD 20,000,000.

10- Credit facilities financed by an Egyptian bank with limit of USD 30,000,000, secured by Promissorynote with a margin of 5% and two letter of credit issued from a UAE Bank with an amount ofUSD 20,000,000 and USD 10,000,000.

11- Credit facilities financed by an Egyptian bank with limit of EGP 100,000,000.



Bank Loans

1- Granted loan from an Egyptian bank by amount of EGP 259,135,495 secured by corporate guaranteefrom Emaar Properties (parent).

2- Granted loan from a UAE Bank by amount of USD 25,000,000, guarantee from Emaar Properties(parent) covering the full amount.

3- Granted loan from a UAE Bank by amount of AED 91,825,000, guaranteed from Emaar Properties(parent).

4- Granted finance from an Islamic an Egyptian bank by an amount of EGP 125,000,000 to be settledover 21 quarterly instalments starting from April 2014 till April 2019, secured by corporate guaranteefrom Emaar Properties (parent).

All gurantees and securities at 31 December 2014 related to loans and credit facilities have been releasedduring 2014.

Finance lease liability

2014 2013 2012 1 January 2012

Minimum Minimum Minimum MinimumPresent lease Present lease Present lease Present lease

value payments value payments value payments value payments

EGP EGP EGP EGP EGP EGP EGP EGPWithin 1 year . . . . . . . . . . . . . . . . . . . . . . . — — 5,807,670 9,643,180 — — — —After 1 year but not more than 5 years . . . . . . — — 25,105,905 31,340,335 — — — —More than 5 years . . . . . . . . . . . . . . . . . . . . — — — — — — — —

— — 30,913,575 40,983,515 — — — —Less: future finance charge . . . . . . . . . . . . . . — — — (10,069,940) — — — —

Present Value for minimum lease payments . . . . — — 30,913,575 30,913,575 — — — —

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2013

During June 2013 the company signed a financing agreement in the form of sale and finance lease backagreement for uptown Cairo golf club building with a Leasing Company. According to the agreement thecompany sold a building with a carrying amount of EGP 73,254,850 for EGP 44,785,000. The Company didnot recognize gain or loss from this transaction.

Although this agreement is in the form of a sale and leaseback transaction, it is in substance a financingtransaction. Accordingly, the company continued to recognise the asset at its existing carrying amount andto account for the asset as if the sale and leaseback transactions did not occur. The proceeds from saletransaction are credited to obligation under finance lease account as interest bearing loans and borrowings.This treatment reflects the fact that the sale and leaseback transaction has not resulted in a significantchange to the seller’s interest in the risks and rewards incidental to ownership. Consequently, there isunlikely to be any change to the asset’s useful life or residual value so far as the seller is concerned.

For sales lease back, the total obligation of Emaar Misr amounting to EGP 57,045,900 to be settled asfollows:

• An advance payment amounting to EGP 8,830,000, will be settled with the Leasing Company at theend of the lease period against the asset’s salvage value.

• A rental value amounting to EGP 48,215,900 to be paid over 20 quarterly instalments each amountingto EGP 2,410,795 till March 2018.

The company paid total amount of EGP 7,232,385 during 2013 (principal amounted to EGP 5,041,425 andinterest EGP 2,190,261) and the outstanding balance at 31 December 2013 amounted to EGP 30,913,575.

2014

During 2014 the company settled total outstanding obligation of finance lease amounting to EGP30,913,575.

21 PROVISION FOR EMPLOYEES’ END-OF-SERVICE BENEFITS


The movement in the provision for employees’ end-of-service benefits was as follows:

2014 2013 2012

EGP EGP EGP

Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . 6,768,775 7,409,228 5,104,824Provided during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,004,714 — 3,262,494Paid during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (920,801) (491,596) (958,090)No longer required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (148,857) —

Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,852,688 6,768,775 7,409,228

22 PROVISIONS

No longerBalance as of Charged required Used Balance as of

1 January during during during 31 December2014 the year the year the year 2014

EGP EGP EGP EGP EGP

Provision for legal claims . . . . . . . . . . . . . . . — 3,289,108 — — 3,289,108Provision for tax and other claims* . . . . . . . 49,466,486 249,377 — — 49,715,863

49,466,486 3,538,485 — — 53,004,971

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22 PROVISIONS (Continued)



EGP EGP EGP EGP EGP

Provision for suppliers claims . . . . . . . . . . . . 830,799 — — (830,799) —Provision for tax and other claims . . . . . . . . 49,330,244 136,242 — — 49,466,486

50,161,043 136,242 — (830,799) 49,466,486



EGP EGP EGP EGP EGP

Provision for suppliers claims . . . . . . . . . . . . . 830,799 — — — 830,799Provision for tax and other claims . . . . . . . . . . 49,244,409 85,835 — — 49,330,244

50,075,208 85,835 — — 50,161,043

* Provision for other claims is advised by the tax consultant for withholding taxes related to tax withheld at source on servicesprovided from foreign companies.

No other material contingent liabilities other than what was provided for in the provisions above or whatwas disclosed in note 9 in respect of tax position.

23 SHARE CAPITAL1 January

2014 2013 2012 2012

EGP EGP EGP EGP

Authorised capital (shares of EGP 10each) . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000

Issued and fully paid-up . . . . . . . . . . . . 878,338,000 878,338,000 699,269,000 617,300,000

Number of shares . . . . . . . . . . . . . . . . 87,833,800 87,833,800 69,926,900 61,730,000

During year 2013, the Company received payment under capital increase from shareholders amounting toEGP 119,544,000, which was approved by board of directors resolution on 14 March 2013 this proposedincrease was cancelled by board of directors resolution on 23 June 2014.

On 16 December 2014, an extraordinary general assembly meeting was held and approved the companycapital increase by EGP 3,141,000,000 to be EGP 4,019,338,000, the total amount will be paid atsubscription as follows:

• Deducting an amount of EGP 3,086,234,900 from shareholders current account (Emaar PropertiesPJSC) presented on financial position as of 30 June 2014.

• Payment an amount of EGP 54,765,100 through cash deposit at bank.

The company is still in the process of finalising the legal procedures to register the amounts paid undercapital increase.

24 LEGAL RESERVE

As required by Egyptian Companies’ law and the Company’s articles of association, 5% of the net profitfor the prior year is to be transferred to legal reserve. The Company may resolve to discontinue suchannual transfers when the reserve totals 50% of the issued share capital. The legal reserve is calculated

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24 LEGAL RESERVE (Continued)

based on EAS financial statements net profit amounting to EGP 1,026,245 for the year ended31 December 2013.

25 EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing net profit or loss for the year attributable tothe ordinary equity holders by the weighted average number of ordinary shares outstanding during theyear.The company has no dilutive shares.

The information necessary to calculate basic and diluted earnings per share is as follows:

2014 2013 2012

EGP EGP EGP

Net profit/loss attributable to the ordinary equity holders forbasic earnings and diluted . . . . . . . . . . . . . . . . . . . . . . . . . 424,047,922 9,466,837 (98,731,558)

Weighted average number of ordinary shares for basic anddiluted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,833,800 75,225,380 61,730,000

EPS—basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.83 0.13 (1.60)

26 COMMITMENTS

At 31 December 2014, the company had commitments in respect of its projects not provided for in thefinancial statements amounted to EGP 4,123,265,496 (31 December 2013: EGP 3,147,252,708,31 December 2012: EGP 3,216,912,915 and 1 January 2012: EGP 4,274,142,856).

Operating lease commitments—as lessor

The company has entered into leases on its investment properties. The future minimum rentals receivableunder non-cancellable operating leases contracted for as at the reporting date but not recognised asreceivables, are as follows:

2014 2013 2012

EGP EGP EGP

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,773,587 — —After one year but not more than five years . . . . . . . . . . . . . . . . . . . . . . . . 31,588,788 — —More than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,727,828 — —

49,090,203 — —

27 RELATED PARTY DISCLOSURES

For the purpose of these financial statements, parties are considered to be related to the Company, if theCompany has the ability, directly or indirectly, to control the party or exercise significant influence over theparty in making financial and operating decisions, or vice versa, or where the Company and the party aresubject to common control. Related parties may be individuals or other entities.

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Related party transactions

During the year, the following were the significant related party transactions, which were carried out in thenormal course of business on terms agreed between the parties:

2014

IT Finance SoldCompany Nature Expenses expenses Consultancy costs Financing* Revenue units**


International Egypt . . . . Joint venture — — 69,428,237 — — — —Emaar Properties—PJSC . . Parent 1,332,472 4,724,572 — (2,300,515) (1,798,230,892) — —Board members and key

management personnel . . — — — — — 28,079,781 18,231,064

2013

FinanceIT Consultancy Finance lease Sold

Company Nature Expenses expenses fees costs Financing* income Revenue units**

EGP EGP EGP EGP EGP EGP EGP EGPTurner Construction

International Egypt . Joint venture — — 66,860,011 — — 318,142 — —Emaar Properties—

PJSC . . . . . . . . . . Parent 1,849,379 5,477,077 — 9,313,677 308,506,827 — — —Board members and

key managementpersonnel . . . . . . . — — — — — — 1,678,905 10,598,513

2012

FinanceIT Consultancy Finance lease Sold

Company Nature Expenses expenses fees costs Financing* income Revenue units**

EGP EGP EGP EGP EGP EGP EGP EGPTurner Construction

International Egypt . Joint venture — — 54,541,720 — — 398,683 — —Emaar Properties—

PJSC . . . . . . . . . . Parent 13,933 3,181,308 — 10,711,275 314,619,523 — — —Board members and

key managementpersonnel . . . . . . . . — — — — — — — 1,201,842

* Financing transactions represents funds transfered from Emaar Properties PJSC to Emaar Misr for Development Company andthe related foreign exchange differences.

** Sold units transactions represents sales contracts signed with related parties during the year.

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The related parties transactions described above resulted in the following balances:

a) Related party balances

Significant related party balances are as follows:

2014

Trade Advance Trade andpayables and from notes

Due from Due to accruals customers receivables

EGP EGP EGP EGP EGP

Parent** . . . . . . . . . . . . . . . . . . . . . . . . . — 4,812,802 — — —Subsidiaries of the parent . . . . . . . . . . . . . 13,126 — — — —Joint venture of the parent . . . . . . . . . . . . — — 53,178,542 — —Board members and key management

personnel . . . . . . . . . . . . . . . . . . . . . . . — — — 33,904,029 2,189,539

13,126 4,812,802 53,178,542 33,904,029 2,189,539

2013



EGP EGP EGP EGP EGP

Parent** . . . . . . . . . . . . . . . . . . . . . . . — 1,799,266,700 — — —Subsidiaries of the parent . . . . . . . . . . 41,439 — — — —Joint venture of the parent . . . . . . . . . — — 79,991,589 — —Board members and key management

personnel . . . . . . . . . . . . . . . . . . . . — — — 43,631,925 1,285,680

41,439 1,799,266,700 79,991,589 43,631,925 1,285,680

2012



EGP EGP EGP EGP EGP

Parent** . . . . . . . . . . . . . . . . . . . . . . . — 1,474,119,739 — — —Subsidiaries of the parent . . . . . . . . . . . 41,439 — — — —Joint venture of the parent . . . . . . . . . . — — 86,914,082 — —Board members and key management

personnel . . . . . . . . . . . . . . . . . . . . . — — — 31,903,327 —

41,439 1,474,119,739 86,914,082 31,903,327 —

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1 January 2012



EGP EGP EGP EGP EGP

Parent** . . . . . . . . . . . . . . . . . . . . . . . — 1,145,017,954 — — —Subsidiaries of the parent . . . . . . . . . . . 44,117 — — — —Joint venture of the parent . . . . . . . . . . — — 70,180,650 — —Board members and key management

personnel . . . . . . . . . . . . . . . . . . . . . — — — 26,284,651 —

44,117 1,145,017,954 70,180,650 26,284,651 —

** Due to parent represent a current account, callable by the parent, non-interest bearing, which resulted mainly from thefinancing and support received from the parent and other operating activities.

b) Related party borrowings

During year 2010, Emaar Misr was granted a loan from Emaar Properties PJSC, with a limit ofUSD 1,150,000, at interest rate (1%) per year over LIBOR. The balances are as follows:

1 January2014 2013 2012 2012

EGP EGP EGP EGP

Borrowings from related partyEmaar Properties PJSC—Parent . . . . . . . . . . . . . . . . . . 4,445,292 4,315,096 3,924,505 3,738,510

4,445,292 4,315,096 3,924,505 3,738,510

Compensation of key management personnel

The remuneration of key management personnel during the year was as follows:

2014 2013 2012

EGP EGP EGP

Short-term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,365,717 17,598,247 14,568,644Employees’ end-of-service benefits . . . . . . . . . . . . . . . . . . . . . . 1,075,582 — 1,212,602

19,441,299 17,598,247 15,781,246

28 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Overview

The Company has exposure to the following risks from its use of financial instruments:

a) Credit risk,b) Market risk, andc) Liquidity risk.

This note presents information about the Company’s exposure to each of the above risks, the Company’sobjectives, policies and processes for measuring and managing risk, and the Company’s management ofcapital.

The Board of Directors of the Parent Company has overall responsibility for the establishment andoversight of the Company’s risk management framework. The Company’s senior management are

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28 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)

responsible for developing and monitoring the risk management policies and report regularly to the ParentCompany on their activities.

The Company’s current financial risk management framework is a combination of formally documentedrisk management policies in certain areas and informal risk management policies in other areas.


a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financialinstrument fails to meet its contractual obligations. The Company is exposed to credit risk principally fromits receivables from customers, due from related parties, other receivables and from its financing activities,including deposits with banks and financial institutions.

Trade and notes receivables

The Company has entered into contracts for the sale of residential and commercial units on an instalmentbasis. The instalments are specified in the contracts. The Company is exposed to credit risk in respect ofinstalments due. However, the legal ownership of residential and commercial units is transferred to thebuyer only after all the instalments are recovered. In addition, instalment dues are monitored on anongoing basis with the result that the Company’s exposure to bad debts is not significant.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of eachcustomer. The demographics of the Company’s customer base, including the default risk of the industryand country, in which customers operate, has less influence on credit risk. The Company earns its revenuesfrom a large number of customers.

Other financial assets and cash deposits

With respect to credit risk arising from the other financial assets of the Company, which comprise bankbalances and cash, financial assets at amortised cost, the Company’s exposure to credit risk arises fromdefault of the counterparty, with a maximum exposure equal to the carrying amount of these assets.

Credit risk from balances with banks and financial institutions is managed by local Company’s treasurysupported by the Parent Company. The Company limits its exposure to credit risk by only placing balanceswith international banks and local banks of good repute. Given the profile of its bankers, managementdoes not expect any counterparty to fail to meet its obligations.

Due from related parties

Due from related parties relates to transactions arising in the normal course of business with minimalcredit risk, with a maximum exposure equal to the carrying amount of these balances.

b) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuatebecause of changes in market prices, such as currency risk and interest rate risk, which will affect theCompany’s income. Financial instruments affected by market risk include interest-bearing loans andborrowings, and deposits. The objective of market risk management is to manage and control market riskexposures within acceptable parameters, while optimising the return. The Company does not hold or issuederivative financial instruments.

Exposure to interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of changes in market interest rates. The Company’s exposure to the risk of changes in market

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interest rates relates primarily to the Company’s obligations with floating interest rates and interst bearingtime deposits.

Interest on financial instruments having floating rates is re-priced at intervals of less than one year.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates with allother variables held constant, of the Company’s profit before tax (through the impact on floating rateborrowings).

There is no impact on the Company’s equity other than the profit impact stated below.

2014 2013 2012

Effect on Effect on Effect onChange profit Change in profit Change in profitin rate before tax rate before tax rate before tax

EGP EGP EGP

Financial asset . . . . . . . . . . . . . +1% 5,130,000 +1% 818,000 +1% —�1% (5,130,000) �1% (818,000) �1% —

Financial liability . . . . . . . . . . . +1% (1,435,933) +1% (3,122,392) +1% (2,826,095)�1% 1,435,933 �1% 3,122,392 �1% 2,826,095

The interest rates on loans from related parties are described in Note 27 to the financial statements.Interest rates on loans from financial institutions are disclosed in Note 20 to the financial statements.

Exposure to foreign currency risk

The following tables demonstrate the sensitivity to a reasonably possible change in USD, EUR and AEDexchange rates, with all other variables held constant. The impact on the company’s profit before tax is due

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to changes in the value of monetary assets and liabilities. The company’s exposure to foreign currencychanges for all other currencies is not material.

Change in Effect on profitUS$ rate before tax

EGP

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% (2,035,914)�10% 2,035,914

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% (7,787,817)�10% 7,787,817

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% (19,080,635)�10% 19,080,635

Change in Effect on profitAED rate before tax

EGP

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% (789,778)�10% 789,778

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% (179,890,839)�10% 179,890,839

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% (140,866,123)�10% 140,866,123

Change in Effect on profitEUR rate before tax

EGP

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% (135,129)�10% 135,129

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% —�10% —

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10% —�10% —

c) Liquidity risk

The cash flows, funding requirements and liquidity of the Company are monitored by local companymanagement supported by the Parent Company. The Company’s objective is to maintain a balancebetween continuity of funding and flexibility through the use of bank borrowings. The Company managesliquidity risk by maintaining adequate reserves and borrowing facilities, by continuously monitoringforecasted and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The Company currently has sufficient cash on demand to meet expected operational expenses, includingthe servicing of financial obligations.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractualundiscounted payments.

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Financial liabilities

Less than 3 to 12 1 to 5 Over 53 Months months years years Total

As at 31 December 2014Interest-bearing loans and

borrowings . . . . . . . . . . . . . . 298,988,028 617,958,893 475,020 — 917,421,941Retentions payable . . . . . . . . . — 149,911,052 57,460,822 — 207,371,874Trade and other payables . . . . . 1,083,185,780 — — — 1,083,185,780Borrowings from related parties 4,500,896 — — — 4,500,896Due to related parties . . . . . . . 4,812,802 — — — 4,812,802Land purchase liabilities . . . . . . 143,909,940 26,626,772 787,175,379 — 957,712,091

Total undiscounted financialliabilities . . . . . . . . . . . . . . . 1,535,397,446 794,496,717 845,111,221 — 3,175,005,384

Less than 3 to 12 1 to 5 Over 53 months months years years Total


borrowings . . . . . . . . . . . . . . 326,718,159 1,934,603,478 208,425,316 — 2,469,746,953Retentions payable . . . . . . . . . — 59,675,566 143,437,916 — 203,113,482Trade and other payables . . . . . 838,601,206 — — — 838,601,206Borrowings from related parties 4,370,696 — — — 4,370,696Due to related parties . . . . . . . 1,799,266,700 — — — 1,799,266,700Land purchase liabilities . . . . . . 143,909,940 13,000,000 796,529,525 — 953,439,465

Total undiscounted financialliabilities . . . . . . . . . . . . . . . 3,112,866,701 2,007,279,044 1,148,392,757 — 6,268,538,502

F-78





Less than 3 to 12 1 to 5 Over 53 Months months Years years Total


borrowings . . . . . . . . . . . . . . . 340,246,104 1,618,983,264 253,079,395 — 2,212,308,763Retentions payable . . . . . . . . . . . — 86,845,764 110,245,861 — 197,091,625Trade and other payables . . . . . . 850,811,830 — — — 850,811,830Borrowings from related parties . 3,980,105 — — — 3,980,105Due to related parties . . . . . . . . 1,474,119,739 — — — 1,474,119,739Land purchase liabilities . . . . . . . — 326,642,180 509,061,144 — 835,703,324

Total undiscounted financialliabilities . . . . . . . . . . . . . . . . 2,669,157,778 2,032,471,208 872,386,400 — 5,574,015,386

Less than 3 to 12 1 to 5 Over 53 months months years years Total

As at 1 January 2012Interest-bearing loans and

borrowings . . . . . . . . . . . . . . 327,243,033 1,425,635,342 165,366,494 — 1,918,244,869Retentions payable . . . . . . . . . — 68,902,806 90,003,469 — 158,906,275Trade and other payables . . . . . 632,189,032 — — — 632,189,032Borrowings from related parties 3,795,808 — — — 3,795,808Due to related parties . . . . . . . 1,145,017,954 — — — 1,145,017,954Land purchase liabilities . . . . . . — 233,220,780 575,639,760 — 808,860,540

Total undiscounted financialliabilities . . . . . . . . . . . . . . . 2,108,245,827 1,727,758,928 831,009,723 — 4,667,014,478

29 FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial instruments comprise financial assets and financial liabilities.

Financial assets of the company include bank balances and cash, accounts and notes receivables, otherreceivables and due from related parties. Financial liabilities of the company include interest-bearing loansand borrowings, trade and other payables, land purchase liabilities, due to realted parties and retentionspayable.

The fair values of the financial assets and liabilities are not materially different from their carrying valueunless stated otherwise.

F-79

ANNEX A: VALUATION REPORT

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PRIVATE & CONFIDENTIAL www.dtz.com

DTZ Qatar LLC Tornado Tower West Bay, Doha P.O. Box: 37584 28 April 2014

QAVA No: 671

Date of Report: 28 April 2015 Date of Valuation: 31 December 2014 Prepared on behalf of Emaar Misr for Development S.A.E. Four Property Portfolio, Egypt

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Emaar Misr for Development S.A.E. Date of Report: 28 April 2015

Valuation date: 31 December 2014

QAVA No: 671

Contents 1 Instructions ..................................................................................................................................................................................... 1

1.1 Introduction ............................................................................................................................................................................. 1

1.2 Appointment ............................................................................................................................................................................ 1

1.3 Compliance with RICS Valuation - Professional Standards 2014 .............................................................................................. 1

1.4 Status of valuer and conflicts of interest ................................................................................................................................. 2

1.5 Purpose of the valuation .......................................................................................................................................................... 2

1.6 Report format .......................................................................................................................................................................... 2

2 Portfolio Summary.......................................................................................................................................................................... 3

2.1 Location ................................................................................................................................................................................... 3

2.2 Property Description ................................................................................................................................................................ 4

3 Valuation Summary ........................................................................................................................................................................ 6

3.1 Valuation Methodology – Uptown Cairo ................................................................................................................................. 6

3.2 Valuation Methodology – Mivida........................................................................................................................................... 13

3.3 Valuation Methodology - Marassi .......................................................................................................................................... 19

3.4 Valuation Methodology – Cairo Gate ..................................................................................................................................... 26

3.5 Basis of Valuation ................................................................................................................................................................... 27

3.6 Valuations .............................................................................................................................................................................. 27

3.7 Valuation Summary ................................................................................................................................................................ 29

3.8 Presale and Advanced Payments ........................................................................................................................................... 29

3.9 Disclosure and Confidentiality ............................................................................................................................................... 30

4 Valuation Conditions and Assumptions, Bases of Valuation, Equivalent Yields & Valuation Printout Explanations .................... 31

4.1 Valuation Conditions and Assumptions ................................................................................................................................. 31

4.2 Definitions of bases of valuations .......................................................................................................................................... 36

Appendices 1. Uptown Cairo, Mokkatam, Cairo, Egypt 2. Mivida, New Cairo, Egypt 3. Marassi, El Alamein, Egypt 4. Cairo Gate, Cairo-Alexandria Desert Road, Cairo, Egypt

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28 April 2014

P.O. Box 37584 Mezzanine Floor Tornado Tower West Bay, Doha

www.dtz.com

Emaar Misr for Development S.A.E. Cairo, Mokattam 11571 Egypt EFG Hermes Promoting and Underwriting Building No. B129 Phase 3, Smart Village Km 28 Cairo Alexandria Desert Road, Egypt J.P. Morgan Securities plc 25 Bank Street London E14 5JP United Kingdom Emirates Financial Services PSC P.O. Box 2336 Dubai United Arab Emirates

QAVA No: 671 Valuation Report Page 1

1 Instructions

1.1 INTRODUCTION DTZ was requested by Emaar Properties PJSC, the “Owner” and Emaar Misr for Development S.A.E., the “Issuer” or the “Client” to submit a report and valuation in respect of the following properties and developments, in connection with the Initial Public Offering (“IPO”) and Egyptian Stock Exchange listing of the Issuer:

Uptown Cairo (a master planned development located in Mokkatam, Cairo extending to 4.5 million sq m);

Mivida (a master planned development located in New Cairo extending to 3.8 million sq m);

Marassi (a master planned development located on the north coast of Egypt extending to 6.5 million sq m);

Cairo Gate (a plot of raw land located in 6th October (Cairo –Alexandria Desert Road) extending to approximately 0.6 million sq m).

1.2 APPOINTMENT In accordance with our valuation proposal, dated 30 December 2014, and the subsequent acceptance of the terms within, DTZ is required to prepare a valuation report of the respective legal interests in the properties and developments detailed above (the “Properties”).

1.3 COMPLIANCE WITH RICS VALUATION - PROFESSIONAL STANDARDS 2014 We confirm that the valuations have been prepared in accordance with the appropriate sections of the Professional Standards ("PS"), RICS Global Valuation Practice Statements ("VPS"), and RICS Global Valuation Practice Guidance – Applications ("VPGAs") contained within the RICS Valuation - Professional Standards 2014, (the "Red Book"). It follows that the valuations are compliant with International Valuation Standards (“IVS”).

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1.4 STATUS OF VALUER AND CONFLICTS OF INTEREST We confirm that we have sufficient current knowledge of the relevant markets, and the skills and understanding to undertake these valuations competently. We also confirm that where more than one valuer has contributed to the valuations the requirements of PS 2.3.7 of the Red Book have been satisfied. We confirm that Edd Brookes MRICS has overall responsibility for the valuation. Finally, we confirm that we have undertaken the valuations acting as external valuers, qualified for the purpose of the valuation.

1.5 PURPOSE OF THE VALUATION We acknowledge that the full valuation reports to which this report refers or this short-form valuation report (together, the “Reports”) have been prepared in connection with the IPO of the Issuer and that investors will rely upon the Reports. We agree to the inclusion of the DTZ name and all or any part of the Reports, or any data or other information contained in such Reports, (i) in the preliminary Offering Memorandum and final international Offering Memorandum (and any amendments or supplements thereto) prepared in connection with the offering outside of Egypt and in domestic offering documents prepared in connection with the public offering in Egypt (collectively, the “Offering Memorandum”); (ii) in any other materials prepared by or on behalf of the Issuer in connection with the Offering, including but not limited to analyst and investor presentations, press releases or other publicity materials (the “Offering Materials”), and (iii) on the website of the Issuer or any of its affiliates.

1.6 REPORT FORMAT The Appendices to this Valuation Report comprise details of the properties and our valuation approach for each property. The Appendices also contain site plans, which are extracts from Google Earth. The site plans are for identification purposes only. If verification of the accuracy of the plans is required, this should be referred to your solicitors.

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2 Portfolio Summary

The portfolio comprises three mixed use properties and a raw land plot as follows:

Uptown Cairo: A master planned development extending to circa 4.5 million sq m;

Mivida: A master planned development extending to circa 3.8 million sq m;

Marassi: A master planned development extending to circa 6.5 million sq m;

Cairo Gate: A plot of raw land extending to circa 0.6 million sq m.

2.1 LOCATION All of the properties are located in Egypt, with three of the properties located within the greater Cairo conurbation, and one located on the north coast of Egypt, approximately equidistant between Alexandria and Marsa Matrouh. We would set out the location of the properties as follows, indicated by the yellow pins for identification purposes only:

Source: Google Earth

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2.2 PROPERTY DESCRIPTION We would give a brief description of each property as follows:

2.2.1 Uptown Cairo, Mokkatam, Cairo, Egypt Uptown Cairo comprises a master planned, mixed use development covering a total area of approximately 4.5 million sq m. Land use throughout the development is predominately residential, with 14 residential districts providing villas and apartments set around a golf course which runs through the development. These residential districts further have the benefit of ancillary uses such as retail accommodation and clubhouses. Additional to the residential provision, there are plans to develop an area known as Emaar Square. Once complete, Emaar Square will comprise the commercial element of Uptown Cairo providing retail and office accommodation alongside two hotels, serviced apartments and a residential component. The subject property occupies a gross site area of 4,526,005 sq m, with construction having commenced in 2010, and completion expected by 2024. Once complete, the development will comprise the following:

Type Net Land Area

(sq m) Saleable/Leasable

Area (sq m) Units Keys

Residential 1,001,905 1,089,728 4,697 -

Emaar Square Residential Apartments 50,657 461,439 3,297 -

Emaar Square Serviced Apartments 6,039 58,912 314 -

Retail 141,385 161,604 - -

Office (For Lease) 33,614 58,171 - -

Office (For Sale) 14,406 24,931 - -

Hotel 1 (Emaar Square) 2,032 13,480

- 120

Hotel 2 (Emaar Square) - 160

Spa 25,781 25,781 - -

School 39,611 39,611 - -

Total 1,315,430 1,933,657 8,308 280

2.2.2 Mivida, New Cairo, Egypt Mivida comprises a master planned, mixed use development covering a total area of approximately 3.8 million sq m. Land use throughout the development is predominately residential, with villas, townhouses and apartments all set around a central park area. In order for the development to function as a community there are development plans for complementary uses such as a medical campus, schools, community clubs and sports clubs. The western quadrant of Mivida will comprise the commercial element providing retail and office accommodation alongside one hotel and a residential component.

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The subject property occupies a site of 3,745,900 sq m, with construction having commenced in 2010, and completion expected by 2023. Once complete, the development will comprise the following:

Type Net Land Area



Residential 1,540,393 1,461,057 5,357 -

Retail 102,328 78,037 - -

Offices (For Lease) 61,972 54,279 - -

Offices (For Sale) 43,023 34,663 - -

Hotel 13,980 6,006 - 180

School 41,047 36,942 - -

Medical Centre 45,178 45,392 - -

Community Clubs 32,026 7,917 - -

Sports Club 76,500 4,720 - -

Mosque 2,710 - - -

Facilities Management 10,884 - - -

Total 1,970,041 1,729,013 5,357 180

2.2.3 Marassi, New Cairo, Egypt Marassi comprises a master planned, mixed use development covering a total area of approximately 6.5 million sq m. Land use throughout the development is predominately 14 residential districts providing villas, townhouses and apartments all set around a central golf course. Given the location of the property on the coast of the Mediterranean Sea the development functions as a holiday destination. As such, there are development plans for 12 hotels and a residential component onsite alongside a marina, yacht club, retail accommodation, and food and beverage outlets. The subject property occupies a site of 6,544,249 sq m, with construction having commenced in 2010, and completion expected by 2024. Once complete, the development will comprise the following:

Type Net Land Area



Residential 1,749,961 1,945,150 13,663 -

Serviced and Branded Units 250,630 132,395 1,028 -

Retail 69,855 43,367 - -

Hotel 335,743 293,875 - 2,260

Assets 78,526 25,218 - -

South Land 23,057 44,307 - -

Total 2,507,771 2,484,312 14,691 2,260

2.2.4 Cairo Gate, Cairo, Egypt The subject property comprises three adjacent plots of raw land, totalling some 0.6 million sq m, which are allocated by the Municipality for agricultural and industrial storage uses. At present there is no development on site.

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Given the location of the property, in close proximity to Sheikh Zayed City, fronting Cairo-Alexandria Desert Road, there are plans to develop a mixed-use scheme comprising retail, residential, hospitality and entertainment uses, should planning permission be granted for a change of use from agricultural and industrial storage to mixed-use. At present, however, planning permission has not been granted.

3 Valuation Summary

In formulating our opinion of Market Value for Uptown Cairo, Mivida and Marassi, DTZ has employed the investment method of valuation, specifically utilizing the discounted cash flow method. Using this method we have produced a series of cash flows detailing the projected income and expenditure of the schemes. For the income producing assets we have capitalized the net revenue of the assets at the end of the cash flow using an exit yield in order to provide an exit value. The sum of the net revenue and the exit value (where applicable) for each of the asset classes is then discounted to provide our opinion of Market Value. The inputs for the cash flow model have predominately been derived using recent comparable transactions on arms length terms. Our opinion of Market Value for Cairo Gate has been derived using the direct comparison method of valuation. This approach involves the analysis of transactions relating to direct comparables, where available and where direct comparables are not available we have had consideration to properties in locations further afield, making appropriate allowances for configuration, location, permitted use, size, etc.

3.1 VALUATION METHODOLOGY – UPTOWN CAIRO In formulating our opinion of Market Value, DTZ has employed the investment method of valuation, specifically utilizing the discounted cash flow method. Using this method we have produced a cash flow detailing the projected income and expenditure of the scheme. For the income producing assets we have capitalized the net revenue of the said asset at the end of the cash flow using an appropriate exit yield in order to provide an exit value. The sum of the net revenue and the exit value (where applicable) for each of the asset classes is then discounted to provide our opinion of Market Value. For the spa element, we have utilized the comparable method of valuation, applying a market facing sales rate to the net land area.

Timing The timing for development of the scheme including construction completion dates, hand over dates, and occupation dates has been provided by the client. In our opinion the timing seems reasonable for a development of this scale. Please refer to Appendix 1.5 for the planned development timeline.

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Determination of Revenue Residential Uptown Cairo is a predominately residential scheme with some 8,308 units with a total of 7,181 units available for purchase at the date of valuation.

Parcel Villas THs Apts Units

Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

Reyna 39 - - 36 2006 2015 695 13,357 362,032,051 260,850,020

Isadore 34 - - 34 2007 2015 490 10,691 178,108,174 186,341,543

Eleva - 172 - 166 2007 2015 279 11,571 555,252,943 399,344,105

Aurora - - 155 155 2006 2015 210 6,949 226,201,038 278,039,144

Alba Alyah 44 - - 44 2011 2015 311 13,688 187,304,129 141,564,049

Alba Splendia 80 - - 80 2007 2015 496 15,661 621,411,745 382,209,403

Alto - - 122 122 2011 2016 176 9,494 203,846,693 168,882,345

Terencia 85 - - 81 2012 2017 466 17,287 684,727,421 384,592,001

Azzura A - - 530 0 2020 2024 165 29,459 2,576,171,155 1,410,583,235

Azzura B - - 530 0 2021 2025 165 35,392 3,095,073,645 1,515,386,376

Azzura C - - 265 0 2022 2025 165 39,608 1,731,844,312 790,362,407

Azzura D - - 530 0 2023 2026 165 48,402 4,232,731,646 1,624,877,216

Emaar Sq Res

Apartments A - - 396 0 2015 2021 140 21,982 1,218,674,600 950,120,106

Emaar Sq Res

Apartments B - - 793 0 2017 2022 140 27,765 3,082,524,019 1,900,847,940

Emaar Sq Res

Apartments C - - 973 0 2018 2022 140 34,816 4,742,658,746 2,341,364,444

Emaar Sq Res

Apartments D - - 416 0 2020 2022 140 42,367 2,467,480,447 1,021,374,808

Emaar Sq Res

Apartments E - - 719 0 2020 2024 140 51,304 5,164,222,772 1,940,427,633

Emaar Sq SA A - - 135 0 2016 2021 188 45,896 1,164,844,486 881,726,250

Emaar Sq SA B - - 179 0 2019 2024 188 58,569 1,970,969,359 1,222,779,401

The Sierras P1 - - 133 118 2013 2017 211 12,050 338,158,816 221,111,426

The Sierras P2 - - 138 126 2014 2017 215 12,863 381,632,508 232,903,930

The Sierras P3 - - 115 35 2015 2018 203 16,481 384,748,345 223,640,206

Levana Phase 1 47 88 - 114 2014 2018 345 19,179 893,239,762 471,245,766

Levana Phase 2 30 - - 16 2015 2018 506 26,287 399,036,834 176,026,495

Levana Phase 3 85 - - 0 2015 2019 464 25,648 1,011,548,545 530,476,900

Levana

Remaining 43 - - 0 2015 2020 493 37,047 785,358,686 299,621,729

Village B - 1 180 - - 0 2016 2019 269 21,699 1,050,656,162 555,215,077

Village B - 2 180 - - 0 2017 2020 269 23,816 1,153,174,421 589,069,055

Village B - 3 180 - - 0 2019 2021 269 27,974 1,354,491,917 625,845,802

Z1 - Resi 1 97 - - 0 2020 2024 348 62,287 2,102,547,356 620,326,935

Z1 - Resi 2 97 - - 0 2021 2024 348 73,498 2,481,005,880 620,326,935

Z3 - Phase 1 - - 128 0 2015 2019 172 15,721 346,106,139 230,171,678

Z3 - Phase 2 - - 210 0 2015 2019 173 16,511 599,838,502 201,963,132

Z5 & Village A –

Phase 1 - - 73 0 2016 2019 195 20,224 287,895,340 776,466,715

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Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

Z5 & Village A –

Phase 2 - - 287 0 2017 2020 196 24,485 1,377,357,265 390,629,455

Total 1,221 260 6,827 1,127 49,412,875,858 24,566,713,666

The future revenue stream for the residential accommodation has been provided by the Client. With regards to timing, future sales for each of the residential parcels is in line with the Client’s proposed development plans which we consider to be reasonable. The future sales revenue for each of the parcels has been projected in line with the historic sales on site and also having regard to how sales revenues have grown year on year since the development was launched. We have been provided with the historic sales data and consider the future revenue expectations to be reasonable. The following annual price escalations have been adopted in our projections:

Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Price per sq m 13% 15% 17% 17% 18% 18% 18% 18% 18% 18%

Off plan sales are based upon Emaar’s payment terms with customers which is either over four years until delivery or over an extended payment schedule that continues after delivery (requiring 70.00% – 80.00% payment prior to delivery and remainder over 1 – 3 years). The extended price is at a 12.00% premium in comparison to the four year payment plan price. Retail For the retail accommodation, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows across the various different store types:

Accommodation Type Market Rent at the date of valuation

(EGP per sq m)

GLA

(sq m)

Hyper Market 2,090 6,000

Major 2,660 5,500

Mini Major 3,990 18,000

Flagship 5,055 10,000

Line Shop 7,220 68,644

USP 1,570 6,000

FEC 1,570 6,000

Cinema 1,570 6,000

F&B 7,220 27,360

Food Court 10,000 3,000

Total 156,504

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased in 2021. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency. UTC Clubhouse is already operational and has been income generating for a number of years. Predicted revenue for 2015 is EGP 8,250,000 which we have grown at 10.00% per annum.

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Various occupancy rates have been applied depending upon the nature of the store and the amount of accommodation available as follows:

Accommodation Type

Year 1

2021

(%)

Year 2

2022

(%)

Year 3

2023

(%)

Stabilised

Occupancy Rate

(%)

Hyper Market 100 100 100 100

Major 70 80 90 90

Mini Major 70 80 90 90

Flagship 90 90 90 90

Line Shop 75 85 90 90

USP 90 90 90 90

FEC 90 90 90 90

Cinema 100 100 100 100

F&B 75 85 90 90

Food Court 100 100 100 100

Additional income is generated through speciality leasing, sponsorship, turnover rent and outdoor food and beverage. These are included in the cash flow as follows:

Income Stream % Revenue Stream

Speciality Leasing 5.00 Of Gross Revenue

Sponsorship 3.00 Of Gross Revenue

Turnover Rent 10.00 Of Gross Revenue

Outdoor Food and Beverage 25.00 Of Total Food and Beverage Revenue

Having formulated our opinion of gross income we then made a 15.00% allowance, based upon the gross rent, for operational expenditure, a 5.00% allowance based upon the net rent, for management fees and a 3.00% allowance, based upon the gross rent, for sales and marketing expenditure, to give the net income for the retail accommodation. We consider allowances at these levels to be reasonable for a retail scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the retail element of the subject property we have applied a blended exit yield of 10.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. Our exit date has been determined having regard to the date at which the majority of the retail accommodation becomes available to lease which is in 2021. We consider that the majority of major occupiers / international brands will look to sign a ten year contract which would expire in 2031. On expiry of the initial lease, we would expect the occupiers to renew, dependant on the successfulness of the scheme, which would mean that a sale in 2032 would be attractive to potential purchasers looking to benefit from a product offering a long unexpired term.

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Offices The proposed office accommodation within Uptown Cairo totals some 83,102 sq m of which 70.00% is going to be made available to lease and 30.00% available for purchase. For the office accommodation available to lease, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows:


(EGP per sq m)

Offices 2,850

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency. Occupancy rates have been applied as follows:

Accommodation Type

Year 1

2021

(%)

Year 2

2022

(%)

Year 3

2023

(%)

Stabilised

Occupancy Rate

(%)

Offices 75.00 85.00 95.00 95.00

Having formulated our opinion of gross income we then made an allowance for operational expenditure at EGP 105 per sq m, increasing at 3.00% per annum, for management fees at 5.00% per annum, based upon the net rent, for G&A expenditure at 1.50% per annum, based upon the net rent, and for sales and marketing expenditure, at 2.50% per annum, based upon the gross rent, to give the net income for the office rental accommodation. We consider allowances at this level to be reasonable for an office scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the office element of the subject property we have applied a blended exit yield of 10.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. For the office accommodation available to purchase, we have applied a current sales rate of EGP 33,000 per sq m which we have grown at 3.00% per annum. The current sales rate applied is in line with other current recent transactions which we are aware of. We have anticipated that office sales will occur evenly over a two year period, with sales of 12,465 sq m in both 2017 and 2018. Off plan sales are based upon Emaar’s payment terms with customers, which is over three years.

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Hotels Considering the two proposed hotels, firstly we estimated the future revenue stream based upon the number of rooms, the average daily rate (ADR) and the occupancy rate. In terms of the ADR, we have had consideration of the rates achieved by similar hotels in the area. Given the proposed quality and 5*+ rating of ‘Hotel 1” we have applied an ADR of EGP 2,285. ‘Hotel 2’ is a 5* hotel and so we have made a 20.00% adjustment and applied an ADR of 1,828. Hotel 1 is anticipated to have an initial occupancy rate of 45.00% in year one (2021), which we have then grown to reach a stabilized occupancy rate of 63.00% in Year 7 (2027). Hotel 2 is anticipated to have an initial occupancy rate of 50.00% in year one (2024), which we have then grown to reach a stabilized occupancy rate of 66.00% in Year 7 (2030). In terms of non-room revenues we have included food and beverage revenue at 60.00% of room revenue and other revenue (conference rooms, spa, banquet hall, etc) has been included at 3.00% of room revenue. We set out below each revenue stream throughout the cash flow period as a percentage of total revenue:

Year 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032

Room Revenue 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60%

F&B Revenue 37% 37% 37% 37% 37% 37% 37% 37% 37% 37% 37% 37%

Other Revenue 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%

Operating expenses including administration, payroll, energy and water were deducted at 51.00% of gross revenue; FF&E reserve payments were deducted at 1.00% of gross revenue in Year 1, 2.00% in Year 2, 3.00% in Year 3 and 4.00% in Year 4 and thereafter; and management fees of 2.50% of gross revenue were then deducted to give a Net Operating Profit (NOP). The NOP was then capitalized using an EBITDA multiple of 10 for both hotels which we consider to be market facing. Spa Hotel The land parcel which has been allocated for the Spa Hotel is to be sold as a land plot and we have applied sales rate to the net land area as follows:

Land Use Sales Rate

(EGP per sq m of

NLA)

Gross Land Area

(sq m)

Net Land Area

(sq m)

Spa Hotel 4,000 57,724 25,781

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School We are advised that the Company has a preliminary agreement with the American International School (AIS) to operate the school property under a revenue share agreement. The terms involve a fixed contract with a minimum guaranteed payment plus a percentage revenue share, should revenue targets be achieved. We have utilized the income and subsequent revenue share projections provided by the Company, which we consider to be reasonable for such a development. Revenue is anticipated to begin in 2018 as follows:

Year 2018 2019 2020 2021 2022 2023 2024 2025

Revenue 4,560,000 5,173,322 7,581,207 10,113,383 13,261,138 18,393,213 22,005,441 25,123,613

Year 2026 2027 2028 2029 2030 2031 2032 -

Revenue 28,525,461 30,979,412 37,009,734 40,195,308 43,655,979 47,415,549 51,499,883 -

In determining the exit value for the school element of the subject property we have applied a blended exit yield of 10.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. Construction Costs Construction costs for the scheme and the timing thereof have been provided by the Client. We would comment that the average build rates for the various asset classes appear to be reasonable; however, we are not qualified cost consultants. If further clarification surrounding the costs applied is required then we recommend appointing specialist cost consultant. We have been advised that construction costs are inclusive of a 5.00% contingency and an 8.00% annual escalation that is embedded in the cost. Outstanding construction costs for each element of the scheme are as follows:

Use Remaining Construction Costs

Residential 21,564,924,509

Retail 4,458,071,574

Offices 1,728,425,748

Hospitality 1,519,026,493

Total 29,270,448,323

Taxation We have made an adjustment to reflect the liability of Income Tax payable on the income generated through the developments operations, alongside Capital Gains Tax payable upon a future sale. These taxes are levied by the Egyptian authorities at a rate of 22.50%. Finance Costs Our opinion of Market Value is stated gross of finance costs. Development schemes of this magnitude tend to be predominately funded by pre-sales. Furthermore any additional finance costs will be specific to a purchaser dependant on their financial position at the date of purchase and the relationship they have with lending institutions.

A-15




Analysis The net cash flow has then been discounted annually to give a Net Present Value (NPV) or Market Value for the scheme. The discount rate applied has been calculated as follows:

Type of Risk Rate

Risk Free Rate 2.17 (10 yr US Treasury Bond as at 31 December 2014)

Country Risk 11.25% (as per Damadorian Online)

Market Risk 1.00%

Specific Risk 1.50%

Total 15.92%

In our opinion a discount rate of 16.00% is reasonable for a property of this nature and is in line with the return that investors in the Egyptian property market would require. On this basis we consider the Market Value of the subject property to be in the region of EGP 6,897,632,177 which we have rounded to EGP 6,897,630,000. We include extracts from our cash flow as Appendix 1.4.

3.2 VALUATION METHODOLOGY – MIVIDA In formulating our opinion of Market Value, DTZ has employed the investment method of valuation, specifically utilizing the discounted cash flow method. Using this method we have produced a cash flow detailing the projected income and expenditure of the scheme. For the income producing assets we have capitalized the net revenue of the said asset at the end of the cash flow using an appropriate exit yield in order to provide an exit value. The sum of the net revenue and the exit value (where applicable) for each of the asset classes is then discounted to provide our opinion of Market Value. For the hospitality, medical centre and school elements, we have utilized the comparable method of valuation, applying a market facing sales rates to the net land areas. Timing The timing for development of the scheme including construction completion dates, hand over dates, and occupation dates has been provided by the client. In our opinion the timing seems reasonable for a development of this scale. Please refer to Appendix 2.4 for the planned development timeline. Determination of Revenue

Residential Mivida is a predominately residential scheme with some 5,357 units with a total of 2,465 units available for sale at the date of valuation.


Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

1A 100 - - - 2016 2020 555 23,373 1,297,217,593 386,455,575

1B 193 - - - 2017 2020 456 28,626 2,519,324,156 632,502,941

1C 95 - - - 2015 2018 457 21,561 936,052,492 286,524,471

2 - 214 - 209 2009 2015 215 9,525 438,238,944 340,569,107

3 110 - - 110 2009 2015 265 11,644 339,410,264 264,215,803

A-16





Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

4 54 - - 53 2009 2015 404 12,155 265,167,603 184,715,529

5 61 - - 61 2010 2015 311 12,285 233,051,303 167,139,119

6 68 - - 67 2012 2018 401 11,734 319,958,379 210,182,366

7 - 146 - 145 2012 2016 323 9,361 441,440,260 288,311,076

8 139 - - 134 2014 2018 399 18,002 998,417,179 489,508,846

10 - - 400 383 2014 2018 188 12,072 907,802,450 535,155,176

12 101 - - 101 2012 2016 359 9,140 331,411,639 195,490,766

13 - 76 - - 2018 2021 349 26,313 697,938,258 177,598,275

14 - 176 - 175 2012 2017 315 6,807 377,384,765 261,944,557

15 185 - - 183 2011 2017 363 7,736 519,544,286 340,215,368

16 - 184 - 184 2011 2016 228 7,575 317,769,307 230,949,776

17 72 - - 71 2014 2017 408 15,289 449,128,769 260,198,540

18 61 - - 61 2013 2018 411 12,836 321,813,580 189,255,540

19 - 98 - - 2017 2020 349 21,967 751,327,364 216,250,755

20 - 116 - - 2017 2020 349 22,021 891,509,986 252,633,778

21A - 64 - 2015 2018 350 15,507 347,366,960 119,401,333

21B - - 112 - 2015 2018 250 17,851 499,814,065 269,588,928

21C 87 - - 2015 2018 429 20,010 746,830,466 270,304,983

22 155 - 155 2010 2015 249 7,808 301,335,791 256,093,941

23 - - 512 509 2012 2017 184 8,449 796,006,631 648,475,193

24 - - 560 - 2018 2021 173 27,948 2,707,627,853 894,094,618

25A - 76 - 66 2014 2017 349 13,712 363,690,123 163,422,556

25B - - 32 - 2015 2018 250 17,437 139,495,259 83,019,305

27A - 66 - 62 2014 2019 349 12,532 288,670,345 138,716,721

27B - - 64 - 2015 2018 250 18,057 288,910,885 161,647,096

28 - 84 - 84 2013 2017 315 10,283 272,095,005 157,070,060

29 - 80 - 79 2013 2017 315 9,141 230,351,070 130,911,824

36 - - 136 - 2016 2020 183 23,054 573,762,340 299,319,004

37 - - 136 - 2015 2018 192 18,944 494,653,417 288,198,678

38 - - 136 - 2015 2018 192 18,738 489,286,132 289,770,058

39 - - 136 - 2016 2019 183 20,968 521,844,223 286,691,889

40 - - 136 - 2015 2019 192 19,382 506,091,878 292,251,872

41 - - 136 - 2015 2019 192 19,735 515,331,329 296,259,686

Total 1,481 1,380 2,496 23,437,072,352 10,955,055,108


Year 2015 2016 2017 2018 2019 2020 2021

Price per sq m 15% 16% 18% 19% 20% 21% 16%

A-17




Off plan sales are based upon Emaar’s payment terms with customers which is either over four years until delivery or over an extended payment schedule that continues after delivery (requiring 70.00% – 80.00% payment prior to delivery and remainder over 1 – 3 years). The extended price is at a 12.00% premium in comparison to the initial purchase price. Retail For the retail accommodation, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows across the various different store types:


(EGP per sq m)

GLA

(sq m)


Mini Major 3,755 8,859

Flagship 4,825 3,000

Line Shop 5,720 26,873

Cinema 1,570 3,000

Entertainment Box 1 1,570 4,000


Restaurants & Cafes 7,220 17,473

Food Court / Speciality Shops 10,000 1,200

Lake Retail 4,825 3,432

Total 78,037

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased, which begins with the Lake Retail in 2017 with the remaining accommodation planned in 2018 and 2019. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency. Different occupancy rates have been applied depending on the nature of the store and the amount of

accommodation available as follows:

Accommodation Type

Year 1

2017

(%)

Year 2

2018

(%)

Year 3

2019

(%)

Year 4

2020

(%)

Stabilised

Occupancy Rate

(%)

Hyper Market - 100 100 100 100

Mini Major - 75 85 95 95

Flagship - 95 95 95 95

Line Shop - 75 85 95 95

Cinema - - 100 100 100

Entertainment Box 1 - 95 95 95 95

Entertainment Box 2 - - 95 95 95

Restaurants & Cafes - - 75 85 95

Food Court / Speciality Shops - 100 100 100 100

Lake Retail 95 95 95 95 95

A-18










Having formulated our opinion of gross income we then made a 15.00% allowance, based upon the gross rent, for operational expenditure, a 5.00% allowance based upon the net rent, for management fees and a 3.00% allowance, based upon the gross rent, for sales and marketing expenditure, to give the net income for the retail accommodation. We consider allowances at these levels to be reasonable for a retail scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the retail element of the subject property we have applied a blended exit yield of 11.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. Our exit date has been determined having regard to the date at which the majority of the retail accommodation becomes available to lease which is in 2018. We consider that the majority of major occupiers / international brands will look to sign a ten year contract which would expire in 2028. On expiry of the initial lease, we would expect the occupiers to renew, dependant on the successfulness of the scheme, which would mean that a sale in 2032 would be attractive to potential purchasers looking to benefit from a product offering a long unexpired term. Offices The office accommodation within Mivida totals some 88,942 sq m of which 54,278 sq m is available to lease with the remainder available for purchase. For the office accommodation available to lease, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation as well as those achieved by the company in the office accommodation on site which is already leased. Rental values have been applied as follows:


(EGP per sq m)

Offices 2,325

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt.

A-19




Occupancy rates for each of the parcels have been applied as follows:

Parcel Sq M 2015 2016 2017 2018 2019 2020 2021 2022 2023

35 7,819 - - - - - 65.00% 75.00% 85.00% 90.00%

34-A 6,201 - - - - - - 65.00% 75.00% 85.00%

31-B 7,034 - - - - - - 65.00% 75.00% 85.00%

33 2,469 65.00% 75.00% 85.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

Parcel 2024 2025 2026 2027 2028 2029 2030 2031 2032

35 7,819 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

34-A 6,201 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

31-B 7,034 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

33 2,469 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

Having formulated our opinion of gross income we then made an allowance for operational expenditure at EGP 346 per sq m, increasing at 3.00% per annum, to give the net income of the office accommodation. We consider allowances at this level to be reasonable for an office scheme of this nature. This will be fully recoverable from the tenants via a service charge. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the office element of the subject property we have applied a blended exit yield of 11.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. For the office accommodation available to purchase, we have applied a current sales rate of EGP 27,372 per sq m which we have grown at 3.00% per year until the date of sales. The current sales rate applied is in line with other current recent transactions which we are aware of. The timing for the office sales has been applied as follows:

Parcel 2015 2016 2017 2018 2019 2020

35 - - - - 7,819 sq m -

34-A - - - - - 6,201 sq m

31-B - - - 7,034 sq m - -

33 2,469 sq m - - - - -

Off plan sales are based upon Emaar’s payment terms with customers, which is over three years.

A-20




Other The remaining land parcels which are to be sold as land plots and we have applied sales rates to the net land areas for each as follows:

Land Use Sales Rate

(EGP per sq m of

NLA)

Gross Land Area

(sq m)

Net Land Area

(sq m)

Hospitality 7,200 33,466 13,980

Medical Centre 6,440 108,147 45,178

School 3,898 85,525 41,047

The sports club is a membership based club which generates revenue through paid memberships. The initial membership costs of EGP 80,000 per annum is grown at 5.00% per annum, with memberships growing from 20.00% in Year 1 to 100.00% in Year 9. The total number of memberships is 5,500. Additional revenue is driven from food and beverage revenue and also sports and activities revenue. The sports club shall be developed by Emaar but operated by a third party, with Emaar receiving a revenue from the recurring income. Land Costs Remaining land costs and related interest payments have been provided by the client and have been taken into account. Construction Costs Construction costs for the scheme and the timing thereof have been provided by the Client. We would comment that the average build rates for the various asset classes appear to be reasonable; however, we are not qualified cost consultants. If further clarification surrounding the costs applied is required then we recommend appointing specialist cost consultant. We have been advised that construction costs are inclusive of a 5.00% contingency and an 8.00% annual escalation that is embedded in the cost. Outstanding construction costs for each element of the scheme are as follows:



Retail 922,490,505

Offices 1,356,940,241

Hospitality 5,180,873

Club House 375,867,666

Total 10,518,060,489

Taxation We have made an adjustment to reflect the liability of Income Tax payable on the income generated through the developments operations, alongside Capital Gains Tax payable upon a future sale. These taxes are levied by the Egyptian authorities at a rate of 22.50%. The scheme is tax exempt until the end of 2018. Finance Costs Our opinion of Market Value is stated gross of finance costs. Development schemes of this magnitude tend to be predominately funded by pre-sales. Furthermore any additional finance costs will be specific to a purchaser dependant on their financial position at the date of purchase and the relationship they have with lending institutions.

A-21





Type of Risk Rate


Country Risk 11.25% (as per Damodaran Online)

Market Risk 1.00%

Specific Risk 1.50%

Total 15.92%


3.3 VALUATION METHODOLOGY - MARASSI In formulating our opinion of Market Value, DTZ has employed the investment method of valuation, specifically utilizing the discounted cash flow method. Using this method we have produced a cash flow detailing the projected income and expenditure of the scheme. For the income producing assets we have capitalized the net revenue of the said asset at the end of the cash flow using an appropriate exit yield in order to provide an exit value. The sum of the net revenue and the exit value (where applicable) for each of the asset classes is then discounted to provide our opinion of Market Value. For the hospitality, medical centre and school elements, we have utilized the comparable method of valuation, applying a market facing sales rates to the net land areas. Timing The timing for development of the scheme including construction completion dates, hand over dates, and occupation dates has been provided by the client. In our opinion the timing seems reasonable for a development of this scale. Please refer to Appendix 3.4 for the planned development timeline. Determination of Revenue Residential Marassi is a predominately residential scheme with a total of 14,691 units and some 12,503 units available for purchase at the date of valuation.


Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

Blanca 1A/B 67 48 - 108 2014 2018 366 15,884 668,571,627 386,731,215

Blanca 1C - - 48 48 2014 2018 212 14,403 146,561,624 89,302,522

Blanca 2 - - 330 55 2014 2019 170 18,885 1,059,448,777 556,946,665

Blanca 3A 1 - - 0 2016 2019 395 26,567 10,493,795 3,946,110

Blanca 3B - 10 - 0 2016 2019 324 21,815 70,682,167 32,408,055

Blanca 3C - - 212 0 2016 2019 177 22,350 838,662,116 368,124,059

A-22





Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

Blanca 4A 30 - - 0 2015 2019 395 23,235 275,331,065 130,765,080

Blanca 4B - 78 - 0 2015 2019 324 19,109 482,934,111 279,220,572

Valencia V4S 44 - - 32 2008 2017 1064 23,791 1,113,792,547 491,628,921

Valencia V5 15 - - 0 2015 2018 709 33,533 356,626,555 140,849,741

Vectoria 184 - - 164 2007 2015 511 12,846 1,207,801,293 750,717,545

Verdi 1&2 - - 396 386 2012 2017 167 13,583 898,289,389 549,133,428

Verdi 1V 57 - - 57 2014 2017 355 15,459 312,817,946 189,784,343

Verdi 1T - 50 - 49 2014 2017 294 11,464 168,518,349 142,600,810

Modena 275 - - 0 2020 2024 202 52,629 2,923,543,916 860,691,340

Veneto West - 80 - 80 2010 2016 357 9,926 283,476,347 193,047,272

Veneto East 90 - - 0 2020 2023 321 53,907 1,557,378,554 438,318,183

Isola 100 63 - 157 2007 2016 444 12,472 902,649,651 505,525,413

Verona 121 196 - 292 2007 2017 396 12,268 1,540,083,523 965,973,648

Arezzo 106 64 - 160 2007 2015 483 12,503 1,026,616,422 652,858,062

Catania - - 536 505 2008 2015 161 12,251 1,057,190,063 686,883,977

Safi 1 11 10 2013 2015 523 23,705 136,376,100 62,180,743

Safi 2 48 - - 41 2013 2018 630 26,977 815,781,176 305,576,008

Armani A 25 - - 0 2016 2020 659 79,823 1,315,078,302 565,912,518

Armani B 25 0 2016 2020 659 79,254 1,305,705,110 565,912,518

Greek Village 1 - - 650 0 2017 2020 65 38,360 1,620,710,459 560,037,172

Greek Village 2 - - 1,100 0 2017 2020 96 38,365 4,051,329,557 1,401,029,446

Greek Village 3 - - 650 0 2017 2020 119 38,255 2,959,027,641 1,022,676,574

Greek Village 4 - - 130 0 2017 2020 158 38,166 783,921,726 272,713,753

R1 - - 1,500 0 2015 2021 95 23,486 3,346,817,244 1,536,118,894

R2 - - 1,350 0 2016 2022 93 28,498 3,577,899,587 1,370,667,505

R3 - - 1,350 0 2019 2024 95 51,190 6,565,107,152 1,603,437,271

S1 - - 1,400 0 2018 2023 92 39,910 5,140,449,481 1,459,110,586

S2 - - 1,560 0 2019 2024 92 52,502 7,535,152,317 1,751,349,803

H1 62 - - 0 2021 2023 377 97,674 2,283,023,497 470,974,974

H2 - - 120 0 2016 2019 159 42,578 812,391,756 306,615,867

H3 - 300 0 2017 2022 80 68,411 1,641,873,838 496,476,260

H5 - - 170 0 2020 2024 124 100,914 2,127,272,140 543,014,515

H6 - - 88 44 2014 2018 146 29,509 379,125,915 250,185,471

H7 - - 300 0 2018 2023 75 62,534 1,407,015,516 491,889,764

H8 35 - - 0 2019 2022 300 71,503 750,779,640 260,892,456

SL1 - - 205 0 2017 2017 69 9,464 133,863,799 60,160,133

SL2 - - 205 0 2019 2019 69 12,927 182,853,342 70,486,531

SL3 - - 206 0 2021 2021 69 17,821 253,308,919 83,264,685

Total 1,296 589 12,806 66,026,334,047 23,926,140,409

The future revenue stream for the residential accommodation has been provided by the Client. With regards to timing, future sales for each of the residential parcels is in line with the Client’s proposed development plans which we consider to be reasonable. The future sales revenue for each of the parcels has been projected in line with the historic sales on site and also having regard to how sales revenues have grown year on year since the development was launched. We have been provided with the historic sales data and consider the future revenue expectations to be reasonable.

A-23




The following annual price escalations have been adopted in our projections:

Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Price per sq m 14% 14% 16% 17% 17% 18% 17% 16% 16% 16%

Off plan sales are based upon Emaar’s payment terms with customers which is either over four years until delivery or over an extended payment schedule that continues after delivery (requiring 70.00% – 80.00% payment prior to delivery and remainder over 1 – 3 years). The extended price is at a 12.00% premium in comparison to the four year payment plan price. Retail For the retail accommodation, we have had regard to the rental values achieved at other schemes across the El Alamein area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows across the various different store types:

Accommodation Type

Market Rent at the date of

valuation

(EGP per sq m)

GLA

(sq m)

M Porium 2,400 4,686

M Porium Phase 2 2,400 369

R1 2,500 1,500

R2 2,500 4,500

R3 2,500 4,500

S1 2,500 5,250

S2 2,500 5,250

Civic Centre 2 2,500 1,653


Total 32,318

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased, which began with M Porium in 2014 with the remaining accommodation planned as per the table below. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency.

A-24




Different occupancy rates over the summer operational period have been applied depending on the nature of the store and the amount of accommodation available as follows:

Type 2014 (%)

2015 (%)

2016 (%)

2017 (%)

2018 (%)

2019 (%)

2020 (%)

2021 (%)

2022 (%)

2023 (%)

2024 (%)

2025 (%)

2026 (%)

Stabilised Occupancy Rate

(%)

M Porium

100 100 100 100 100 100 100 100 100 100 100 100 100 100

M Porium Phase 2

- 100 100 100 100 100 100 100 100 100 100 100 100 100

R1 - - - - - - - - 70 80 90 90 90 90

R2 - - - - - - - - 70 80 90 90 90 90

R3 - - - - - - - - - - 70 80 90 90

S1 - - - - - - - - - 70 80 90 90 90

S2 - - - - - - - - - - 70 80 90 90

Civic Center 2

- - - - - - - - 70 80 90 90 90 90

Civic Center 3

- - - - - - 70 80 90 90 90 90 90 90

We understand that a service charge is levied on the existing accommodation although we have considered it as neutral within the cash flow. We have made a 5.00% allowance based upon the net rent, for management fees and a 2.50% allowance, based upon the gross rent, for sales and marketing expenditure, to give the net income for the retail accommodation. We consider allowances at these levels to be reasonable for a retail scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the retail element of the subject property we have applied a blended exit yield of 12.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. Our exit date has been determined having regard to the date at which the majority of the retail accommodation becomes available to lease which is in 2024. On expiry of the initial lease, we would expect the occupiers to renew, dependant on the successfulness of the scheme, which would mean that a sale in 2032 would be attractive to potential purchasers looking to benefit from a product which is mature and benefitting from a good occupancy rate.

A-25




Hotels Considering the proposed hotels, firstly we estimated the future revenue stream based upon the number of rooms, the average daily rate (ADR) and the occupancy rate. ADR’s as at the date of valuation were applied as follows:

Hotel ADR Number of

Rooms

Planned

Opening Date

H1 – Mega Beach Hotel 1,936 261 2024

H2 – Hotel including BCH renovation 1,760 252 2019

H3 – Marina Hotel 1,936 180 2022

H4 – Convention Centre Hotel 1,760 542 2024

H5 – Beach Hotel 1,936 250 2024

H6 – Golf Hotel 1,936 49 2018

H7 – Greek Village Hotel 1,760 350 2023

H8 – Wellness Hotel 1,936 150 2023

R1 – Boutique Hotel 990 50 2023

H9 – Hotel replacing Beach Club 2 1,936 140 2019

Verdi Hub 990 18 2017

Blanca Hub 990 18 2019

Alamein Hotel (Part of H1) 1,760 69 2015

The hotels are anticipated to have low initial occupancy rates in the region of 25.00% - 40.00% which are grown throughout the cash flow to reach a stabilised rate of 50.00 – 55.00%.

14 Yr 1

(%)

15 Yr 2

(%)

16 Yr 3

(%)

17 Yr 4

(%)

18 Yr 5

(%)

19 Yr 6

(%)

20 Yr 7

(%)

21 Yr 8

(%)

22 Yr 9

(%)

23 Yr 10 (%)

24 Yr 11 (%)

25 Yr 12 (%)

26 Yr 13 (%)

27 Yr 14 (%)

28 Yr 15 (%)

29 Yr 16 (%)

30 Yr 17 (%)

31 Yr 18 (%)

32 Yr 19 (%)

Stabilised Occupancy

Rate (%)

H1 0 0 0 0 0 0 0 0 0 0 37 40 42 45 47 50 50 50 50 50

H2 0 0 0 0 0 35 38 40 43 45 48 50 53 55 55 55 55 55 55 55

H3 0 0 0 0 0 0 0 0 40 43 45 48 50 50 50 50 50 50 50 50

H4 0 0 0 0 0 0 0 0 0 0 35 38 40 43 45 48 50 53 55 55

H5 0 0 0 0 0 0 0 0 0 0 35 38 40 43 45 48 50 50 50 50

H6 0 0 0 0 34 37 39 42 44 47 49 50 50 50 50 50 50 50 50 50

H7 0 0 0 0 0 0 0 0 0 33 36 38 41 43 46 48 51 53 55 55

H8 0 0 0 0 0 0 0 0 0 37 40 42 45 47 50 50 50 50 50 50

R1 0 0 0 0 0 0 0 0 0 35 38 40 43 45 48 50 53 55 55 55

H9 0 0 0 0 0 37 40 42 45 47 50 50 50 50 50 50 50 50 50 50

VH 0 0 0 25 28 30 33 35 38 40 43 45 48 50 50 50 50 50 50 50

BH 0 0 0 0 0 30 33 35 38 40 43 45 48 50 50 50 50 50 50 50

AH 32 35 37 40 42 45 47 50 50 50 - - - - - - - - - 50

In terms of non-room revenues we have included food and beverage revenue ranging between 35.00% and 50.00% of room revenue dependant on the rating of the hotel; other revenue (conference rooms, spa, banquet hall, etc) has been included at rate between 1.00% and 3.00% of room revenue, again dependant on the rating of the hotel. We set out below each revenue stream throughout the cash flow period as a percentage of total revenue:

A-26




H1 % of Total Revenue


Room Revenue 65%

Room Revenue 70%

F&B Revenue 33%

F&B Revenue 28%

Other Revenue 2%

Other Revenue 2%



Room Revenue 65%

Room Revenue 70%

F&B Revenue 33%

F&B Revenue 28%

Other Revenue 2%

Other Revenue 2%



Room Revenue 65%

Room Revenue 65%

F&B Revenue 33%

F&B Revenue 33%

Other Revenue 2%

Other Revenue 2%



Room Revenue 70%

Room Revenue 65%

F&B Revenue 28%

F&B Revenue 33%

Other Revenue 2%

Other Revenue 2%

R1 % of Total Revenue


Room Revenue 73%

Room Revenue 65%

F&B Revenue 25%

F&B Revenue 33%

Other Revenue 2%

Other Revenue 2%

Verdi Hub % of Total Revenue

Blanca Hub % of Total Revenue

Room Revenue 99%

Room Revenue 99%

F&B Revenue 0%

F&B Revenue 0%

Other Revenue 1%

Other Revenue 1%

Alamein % of Total Revenue

Room Revenue 71%

F&B Revenue 25%

Other Revenue 4%

Operating expenses including administration, payroll, energy and water have been deducted at a rate ranging between 35.00% and 60.00% of gross revenue, dependant on the rating of the hotel; FF&E reserve payments were deducted at 1.00% of gross revenue in Year 1, 2.00% in Year 2, 3.00% in Year 3 and 4.00% in Year 4; and management fees of 2.50% of gross revenue were then deducted to give a Net Operating Profit (NOP).

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The NOP for each hotel was then capitalized using an EBITDA multiple of 10 which we consider to be market facing. Other Throughout Marassi there are various other ancillary uses which have a revenue stream and can therefore be considered as part of the valuation. The revenue projections for these areas have been supplied by the Client and we can confirm that in our opinion the assumptions seem reasonable. Given the scale of the development and significant proportion of commercial uses on site, there are a number of staff accommodation buildings including residential apartments, staff hostel, administration buildings, nursery, services building and additional retail accommodation. Again, the Client has provided the revenue assumption for these buildings which we consider to be reasonable. Construction Costs Construction costs for the scheme and the timing thereof have been provided by the Client. We would comment that the average build rates for the various asset classes appear to be reasonable; however, we are not qualified cost consultants. If further clarification surrounding the costs applied is required then we recommend appointing specialist cost consultant. We have been advised that construction costs are inclusive of a 5.00% contingency and an 8.00% annual escalation that is embedded in the cost. Outstanding construction costs for each element of the scheme are as follows:



Retail 387,525,518


Assets 635,913,879

South Land 312,644,216

Total 27,545,082,002

Taxation We have made an adjustment to reflect the liability of Income Tax payable on the income generated through the developments operations, alongside Capital Gains Tax payable upon a future sale. These taxes are levied by the Egyptian authorities at a rate of 22.50%. The scheme is tax exempt until the end of 2018. Finance Costs Our opinion of Market Value is stated gross of finance costs. Development schemes of this magnitude tend to be predominately funded by pre-sales. Furthermore any additional finance costs will be specific to a purchaser dependant on their financial position at the date of purchase and the relationship they have with lending institutions.

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Type of Risk Rate



Market Risk 1.00%

Specific Risk 1.50%

Total 15.92%

In our opinion a discount rate of 16.00% is reasonable for a property of this nature and is in line with the return that investors in the Egyptian property market would require. On this basis we consider the Market Value of the subject property to be in the region of EGP 8,916,797,613, which we have rounded to EGP 8,916,800,000.

3.4 VALUATION METHODOLOGY – CAIRO GATE In formulating our opinion of Market Value, DTZ has employed the comparable method of valuation. The comparable method of valuation is deemed an appropriate method for determining the value of raw land plots. Having regards to comparable transactions across the Greater Cairo Area, we have applied individual land rates to the net areas of the individual plots, based upon the planning permissions currently in place. Given the location of the subject property and the surrounding mixed-use developments, namely Dandy Mall, Park Avenue Mall and Smart City, we would assume that a change of use to mixed-use would likely be granted over the entire site. We are of the opinion that a potential purchaser would take this into account when making a purchase decision. The additional costs that the Company estimates to be paid to the Governmental/Regulatory authorities in connection with obtaining planning permission for a mixed-use development is estimated at EGP 450 per sq m, to be repaid over a period of eight years. In our opinion, a conversion cost of EGP 450 per sq m seems extremely high. We would expect them to be in the region of 5.00% of land value. Given the uncertainty surrounding the designation of the various land plots our opinion of Market Value is stated gross of any planning costs there might be. We set out below a table outlining the land rate applied to the subject property:

Plot Use Gross Land Area

(sq m)

Net Land Area

(sq m)

Land Rate

(EGP per sq m)

Cairo Gate Mixed-Use 602,040 583,290 1,600

Total 602,040 583,290

We have been asked to provide our opinion of Market Value on the special assumption that the land area of 18,550 sq m is expropriated for public use and the Market Value on the special assumption that the land area of 18,550 sq m will not be expropriated for public use. We set out below our Market Value for each special assumption:

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Special Assumption Market Value (EGP) Rounded Market Value (EGP)

Market Value on the special

assumption that the land area of

18,550 sq m is expropriated for public

use.

933,264,000 933,260,000

Market Value on the special

assumption that the land area of

18,550 sq m will not be expropriated

for public use.

962,944,000 962,940,000

Our opinions of Market Value under these special assumptions are stated gross of any planning costs which may be incurred in the future by a purchaser.

3.5 BASIS OF VALUATION In accordance with your instructions, we have undertaken our valuations on the following basis:-

a. Market Value;

We have set out the definitions of the above basis of valuation in Section 4 of this Valuation Report. In addition, you have requested that we provide valuations on the following bases:-

b. Market Value on the special assumption that the land area of 18,550 sq m is expropriated for

public use; c. Market Value on the special assumption that the land area of 18,550 sq m will not be

expropriated for public use. In preparing our valuation on these bases, it is necessary for us to prepare valuations on a "Special Assumption". A Special Assumption is referred to in the Glossary in the Red Book as an assumption that "either assumes facts that differ from the actual facts existing at the valuation date, or that would not be made by a typical market participant in a transaction on the valuation date".

In the circumstances of this instruction, we consider the above Special Assumption(s) may be regarded as realistic, relevant and valid.

3.6 VALUATIONS

3.6.1 Uptown Cairo, Mokkatam, Cairo, Egypt We are of the opinion that the Market Value, of the freehold interest in the subject property described in detail in Appendix 1, as at 31 December 2014, subject to the Assumptions and comments in this Valuation Report and the Appendices is:-

EGP 6,897,630,000 (Egyptian Pounds Six Billion, Eight Hundred and Ninety Seven Million, Six Hundred and

Thirty Thousand)

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3.6.2 Mivida, New Cairo, Egypt We are of the opinion that the Market Value, of the freehold interest in the subject property described in detail in Appendix 2, as at 31 December 2014, subject to the Assumptions and comments in this Valuation Report and the Appendices is:-

EGP 6,650,650,000 (Egyptian Pounds Six Billion, Six Hundred and Fifty Million, Six Hundred and Fifty

Thousand)

3.6.3 Marassi, El Alamein, Egypt We are of the opinion that the Market Value, of the freehold interest in the subject property described in detail in Appendix 3, as at 31 December 2014, subject to the Assumptions and comments in this Valuation Report and the Appendices is:-

EGP 8,916,800,000 (Egyptian Pounds Eight Billion, Nine Hundred and Sixteen Million, Eight Hundred

Thousand)

3.6.4 Cairo Gate, Cairo-Alexandria Desert Road, Cairo, Egypt Market Value on the special assumption that the land area of 18,550 sq m is expropriated for public use We are of the opinion that the Market Value on the special assumption that the land area of 18,550 sq m is expropriated for public use, of the freehold interest in the property described in detail in Appendix 4, as at 31 December 2014, subject to the assumptions and comments in this Valuation Report and the Appendices is:-

EGP 933,260,000 (Egyptian Pounds Nine Hundred and Thirty Three Million, Two Hundred and Sixty

Thousand)

Market Value on the special assumption that the land area of 18,550 sq m will not be expropriated for public use We are of the opinion that the Market Value on the special assumption that the land area of 18,550 sq m will not be expropriated for public use, of the freehold interest in the property described in detail in Appendix 4, as at 31 December 2014, subject to the assumptions and comments in this Valuation Report and the Appendices is:-

EGP 962,940,000 (Egyptian Pounds Nine Hundred and Sixty Two Million, Nine Hundred and Forty

Thousand)

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3.7 VALUATION SUMMARY We have summarised the individual valuations in the table below:-

Address Tenure Basis of Value Market Value

(EGP)

Uptown Cairo, Mokkatam, Cairo, Egypt Freehold Market Value 6,897,630,000

Mivida, New Cairo, Egypt Freehold Market Value 6,650,650,000

Marassi, El Alamein, Egypt Freehold Market Value 8,916,800,000

Cairo Gate, Cairo-Alexandria Desert Road, Cairo, Egypt

Freehold

Market Value on

the special

assumption that

the land area of

18,550 sq m is

expropriated for

public use

933,260,000

Cairo Gate, Cairo-Alexandria Desert Road, Cairo, Egypt

Freehold

Value on the

special assumption

that the land area

of 18,550 sq m will

not be

expropriated for

public use

962,940,000

3.8 PRESALE AND ADVANCED PAYMENTS DTZ has assumed that all purchasers who have already committed to sales are in a financial position to continue further phased payments, that no delays will be present, that no committed purchaser shall fail to pay and that all obligations has or will take place.

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3.9 DISCLOSURE AND CONFIDENTIALITY Except as described in Section 1.5 hereof, the contents of this Valuation Report and Appendices are confidential to the parties to whom they are addressed for the specific purpose to which they refer and are for their use only. Consequently, and in accordance with current practice, no responsibility is accepted to any other party in respect of the whole or any part of their contents. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the valuer's written approval as to the form and context of such publication or disclosure must first be obtained, provided that the valuer’s approval shall not be required for the use of this Valuation Report, or any other part thereof, in the Offering Memorandum prepared in connection with the IPO of the Company and any other use referred to in Section 1.5. For the avoidance of doubt, such approval is required whether or not DTZ Qatar LLC is referred to by name and whether or not the contents of our Report are combined with others. Yours faithfully

Edd Brookes MRICS Senior Director For and on behalf of DTZ Qatar LLC

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4 Valuation Conditions and Assumptions, Bases of Valuation, Equivalent Yields & Valuation Printout Explanations

4.1 VALUATION CONDITIONS AND ASSUMPTIONS These are the conditions and Assumptions upon which our valuations and reports are normally prepared and form an integral part of our appointment together with our related Engagement Letter and DTZ Terms and Conditions. Unless otherwise referred to in this Valuation Report these conditions and Assumptions apply to the valuation(s) that are the subject of this Valuation Report. We have made certain Assumptions in relation to facts, conditions or situations affecting the subject of, or approach to, our valuations that we have not verified as part of the valuation process but rather, as referred to in the Glossary to the RICS Valuation – Professional Standards 2014 (Red Book), have treated as “a supposition taken to be true”. In the event that any of these Assumptions prove to be incorrect then our valuation(s) will need to be reviewed.

4.1.1 Basis of Valuation Each of the properties has been valued on the basis/bases set out in Section 3.5 of this Valuation Report and defined in Section 4.2 of this Valuation Report.

4.1.2 Title We have not had access to the title deeds of the properties. Unless specifically advised to the contrary by you or your legal adviser, we have made the Assumption that titles are good and marketable and are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the properties are free from mortgages, charges or other encumbrances.

Where a Certificate of Title has been made available, we have reflected its contents in our valuation(s). Save as disclosed either in any such Certificate of Title or as referred to in our Valuation Report, we have made the Assumption that there is good and marketable title and that each property is free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that each property is free from mortgages, charges or other encumbrances.

Where a Valuation Report contains site plans these are based on extracts of the Ordnance Survey or other maps showing, for identification purposes only, our understanding of the extent of title based on site inspections or copy title plans supplied to us. If verification of the accuracy of these plans is required, the matter must be referred by you to your solicitors.

4.1.3 Condition of structure and services, deleterious materials It is a condition of DTZ or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services.

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Our valuations have taken account of the general condition of each of the properties as observed from the valuation inspection. Where a separate condition or structural survey has been undertaken and made available to us, we have reflected the contents of the survey report in our valuations, and we may have discussed the report with the originating surveyor.

Due regard has been paid to the apparent state of repair and condition of each of the properties, but a condition survey has not been undertaken, nor has woodwork or other parts of the structures which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the properties are structurally sound or are free from any defects. We have made an Assumption that the properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may be mentioned in our Valuation Report.

We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in the construction or any alterations in respect of any of the properties, and therefore we cannot confirm that the properties are free from risk in this regard. For the purposes of our valuation(s), we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition.

We have not carried out an asbestos inspection and have not acted as an asbestos inspector in completing the valuation. We have not made an enquiry of the duty holder, of an existence of an Asbestos Register or of any plan for the management of asbestos to be made. Where relevant, we have made an Assumption that a Register of Asbestos and Effective Management Plan is place, which does not require any immediate expenditure, or pose a significant risk to health. We advise that such enquiries be undertaken by a lawyer during normal pre-contract or pre-loan enquiries.

No mining, geological or other investigations have been undertaken to certify that the site is free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the sites of each of the properties are sufficient to support the buildings constructed, or to be constructed thereon. We have also made an Assumption that there are no services on, or crossing the site in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the properties.

No tests have been carried out as to electrical, electronic, heating, plant and machinery equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage are provided and are functioning satisfactorily.

4.1.4 Plant and Machinery No allowance has been made for any items of plant or machinery not forming part of the service installations of the building. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with any of the occupants’ businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools.

4.1.5 Goodwill No account has been taken in our valuation(s) of any business goodwill that may arise from the present occupation of any of the properties.

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4.1.6 Floor areas and inspections Unless referred to otherwise in our Valuation Report, we have physically inspected each of the properties and have either carried out a measured survey or have calculated floor areas from plans provided by the Applicant or their agents, supported by check measurements on site. Measurement has been in accordance with the current Code of Measuring Practice prepared by the Royal Institution of Chartered Surveyors.

Where we were not instructed to measure and calculate the floor areas, we have applied floor areas provided by the Applicant or their agents. We have made an Assumption that these areas have been measured and calculated in accordance with the current Code of Measuring Practice prepared by the Royal Institution of Chartered Surveyors.

4.1.7 Environmental matters We have made the enquiries referred to in this Valuation Report regarding environmental matters including contamination and flooding, and we have had regard to any environmental reports referred to in this Valuation Report. However, we have not undertaken a formal environmental assessment.

Where our enquiries have lead us to believe that a property is unaffected by contamination, flooding or other environmental problems, then, unless you have instructed us otherwise, our valuation of that property is based on an Assumption that no contamination or other adverse environmental matters exist in relation to the property sufficient to affect value.

4.1.8 Statutory requirements and planning We have made verbal or written enquiries, or an inspection of the website, of the relevant planning authorities as referred to in this Valuation Report as to the possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that could affect property values. We have also sought to ascertain whether any outstanding planning applications exist which may affect any of the properties. We have also attempted to verify the existing permitted use of each of the properties, and endeavoured to have sight of any copies of planning permissions. The results of these enquiries are in the "Property information" of this Valuation Report.

Save as disclosed in a Certificate of Title or unless otherwise advised, and unless otherwise referred to in this Valuation Report we have made the Assumption that the building has been constructed in full compliance with valid town planning and building regulations approvals and that where necessary has the benefit of current Fire Risk Assessments. Similarly, we have also made the Assumption that each of the properties are not subject to any outstanding statutory notices as to construction, use or occupation and that the existing uses of the properties are duly authorised or established and that no adverse planning conditions or restrictions apply.

We have made the Assumption that each of the properties comply with all relevant statutory requirements.

4.1.9 Leasing We have read all the leases and related documents provided to us, subject to the provisions of the paragraph below. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date.

We have not undertaken investigations into the financial strength of any tenant. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that:

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a where a property is occupied under leases then the tenants are financially in a position to meet

their obligations, and b there are no material arrears of rent or service charges, breaches of covenant, current or

anticipated tenant disputes.

However, our valuations reflect the market's general perception of the credit worthiness of the type of tenant actually in occupation or responsible for meeting lease commitments, or likely to be in occupation.

We have also made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits.

4.1.10 Legal issues Legal issues, and in particular the interpretation of matters relating to title and leases, may have a significant bearing on the value of an interest in property. No responsibility or liability will be accepted for the true interpretation of the legal position of our client or other parties. Where we express an opinion upon legal issues affecting the valuation, then such opinion should be subject to verification by the client with a suitable qualified lawyer.

4.1.11 Information We have made the Assumption that the information provided by the Company, the Applicant and the Company’s respective professional advisers in respect of each of the properties we have valued is both full and correct. We have made the Assumption that details of all matters relevant to value within your and their collective knowledge, such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions, have been made available to us, and that such information is up to date.

4.1.12 Taxation We have made an adjustment to reflect the liability of income tax payable on the income generated through the developments operations, alongside Capital Gains Tax payable upon a future sale. These taxes are levied by the Egyptian authorities at the prevailing rates presented within our Valuation Reports. No adjustment has been made to reflect costs associated with disposal incurred by the owner. Furthermore, no allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposal. Our valuation figure for each property is that receivable by the willing seller excluding VAT, if applicable. Where we express an opinion upon taxation issues affecting the valuation, then such opinion should be subject to verification by the client with a suitable qualified Chartered Tax Accountant.

4.1.13 Properties in the course of development or requiring refurbishment Unless otherwise referred to in the Valuation Report, we have relied upon information relating to construction and associated costs in respect of both the work completed and the work necessary for completion, together with a completion date, as advised by the owner of the property.

Unless otherwise referred to in the Valuation Report, our valuation of the completed building has been based on an Assumption that all works of construction have been satisfactorily carried out in accordance

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with the building contract and specifications, current British Standards and any relevant codes of practice. We have also made an Assumption that a duty of care and all appropriate warranties will be available from the professional team and contractors, which will be assignable to third parties.

4.1.14 Information Receivable DTZ has received from the Company the following and has relied upon this information when completing the valuation:

Master plans and layouts;

Use classes;

Built up and leasable/saleable areas;

Construction costs;

Rollout plans;

Locations;

Number of units/keys;

Management fees;

G&A, sales and marketing costs;

Income receivable and pre-leases/pre-sales.

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4.2 DEFINITIONS OF BASES OF VALUATIONS

4.2.1 Market value Market Value as defined in VPS 4 1.2 of the RICS Valuation – Professional Standards 2014 ("the Red Book") and applying the conceptual framework which is set out in IVS Framework paragraphs 30-34. Under VPS 4.1.2.1, the term "Market Value" means "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" The conceptual framework settled by the IVSC is set out in paragraphs 30-34 of the IVS Framework and is reproduced below:- "30. The definition of market value shall be applied in accordance with the following conceptual 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 market state and circumstances as at the valuation date, not those at any other date; (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

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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 reasonable 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. 31. 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 (see paras 16 to 20 above). 32. 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 potential 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. 33. 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. 34. 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,

(e) 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

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participant, after taking into account the costs of conversion to that use, over and above the return on the existing use.

4.2.2 Market Rent Market Rent as defined in VPS 4.1.3 of the Red Book. Under VPS 4.1.3.1 the term "Market Rent" means "The estimated amount for which an interest in real property should be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion". Whenever Market Rent is provided, the "appropriate lease terms" which it reflects should also be stated. The commentary from the Red Book is reproduced below.

"1.3.2 The definition of market rent is a modified definition of market value; IVS 230 Real Property Interests paragraph C8-C11 provide additional commentary.

1.3.3. Market rent will vary significantly according to the terms of the assumed lease contract. The appropriate lease terms will normally reflect current practice in the market in which the property is situated, although for certain purposes unusual terms may need to be stipulated. Matters such as the duration of the lease, the frequency of rent reviews and the responsibilities of the parties for maintenance and outgoings will all impact the market rent. In certain countries or states, statutory factors may either restrict the terms that may be agreed, or influence the impact of terms in the contract. These need to be taken into account were appropriate.

1.3.4 Market rent will normally be used to indicate the amount for which a vacant property may be let, or for which a let property be may relet when the existing lease terminates. Market rent is not a suitable basis for settling the amount of rent payable under a rent review provision in a lease, where the actual definitions and assumptions have to be used.

1.3.5 Valuers must therefore take care to set out clearly the principal lease terms that are assumed when providing an opinion of market rent. If it is the market norm for lettings to include a payment or concession by one party to the other as an incentive to enter into a lease, and this is reflected in the general level of rents agreed, the market rent should also be expressed on this basis. The nature of the incentive assumed must be stated by the valuer, along with the assumed lease terms.

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Appendices

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Appendix 1 – Uptown Cairo, Mokkatam, Cairo, Egypt

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Emaar Misr for Development S.A.E. Uptown Cairo, Mokkatam, Cairo, Egypt

Date of Report: 28 April 2015 Date of Valuation: 31 December 2014

Job No: 671 Appendix 1 Page 1

1 Uptown Cairo, Mokkatam, Cairo, Egypt

1.1 PROPERTY DETAILS

1.1.1 Location The subject property is located in the Mokkatam Hills, a central location in the heart of Cairo, approximately 9.00 kilometres east of Downtown Cairo. The location of the subject property in relation to the wider Cairo area can be seen on the plan below. The subject property is indicated by the red dot for identification purposes only:


The subject property is well located, with distances to surrounding areas and landmarks as follows:

Location Distance from Uptown Cairo

(km)

Downtown 9.00

New Cairo 8.00

Nasr City 2.00

Mokkatam 1.00

Heliopolis 6.00

Maadi 6.00

Giza 11.00

Cairo Airport 14.00

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Emaar Drive, Uptown Cairo’s main road, will link Uptown Cairo to Downtown Cairo and other greater Cairo destinations. There will be three points of access and egress on Emaar Drive: one to the north linking to 6th of October Bridge; one to the west linking to Mokkatam Uphill Road; and one to the east linking to El Shaheed Axes and to the ring road at Katamiya Heights. We consider the location of Uptown Cairo and its accessibility, once its road network is complete, to be major strengths. Once Phase 2 is complete, residents of Uptown Cairo will benefit greatly from short drive times to the surrounding areas giving the property unrivalled accessibility in comparison to other schemes in the area. The figure below shows the northern and western access points highlighted in red with the eastern access point highlighted in blue. The eastern access point, known as Emaar Drive Phase 2 is yet to be completed, which is currently planned for completion in 2017:

Source: Emaar Misr

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We have been provided with a copy of the master plan of Uptown Cairo and understand its boundaries to be as follows, outlined in red for identification purposes only:


1.1.2 Description The subject property comprises a master planned, mixed-use development. The predominant land use is residential accommodation (villas, townhouses and apartments) surrounding a golf course, with ancillary uses such as retail outlets and clubhouses. The development is the only gated community in the centre of Cairo. Towards the eastern boundary of the scheme, at Exit 3, an area of land has been allocated for commercial uses. This area, known as Emaar Square, will provide residential accommodation, retail accommodation, office accommodation, two hotels, a spa hotel, and a school. Emaar Square is targeted to become Cairo’s new downtown. We include a copy of the master plan as Appendix 1.1 and we include the planned development timeline for the project as Appendix 1.5.

A-46




Residential The residential accommodation within Uptown Cairo is divided into 29 different parcels with the proposed breakdown of accommodation as follows:

Parcel Villas Townhouses Apartments Units

Sold

Planned

Launch

Date

Planned

Delivery

Date

Average GFA

(sq m)

Reyna 39 - - 36 2006 2015 695

Isadore 34 - - 34 2007 2015 490

Eleva - 172 - 166 2007 2015 279

Aurora - - 155 155 2006 2015 210

Alba Alyah 44 - - 44 2011 2015 311

Alba Splendia 80 - - 80 2007 2015 496

Alto - - 122 122 2011 2016 176

Terencia 85 - - 81 2012 2017 466

Azzura A - - 530 0 2020 2024 165

Azzura B - - 530 0 2021 2025 165

Azzura C - - 265 0 2022 2025 165

Azzura D - - 530 0 2023 2026 165

Emaar Sq Res

Apartments A - - 396 0 2015 2021 140

Emaar Sq Res

Apartments B - - 793 0 2017 2022 140

Emaar Sq Res

Apartments C - - 973 0 2018 2022 140

Emaar Sq Res

Apartments D - - 416 0 2020 2022 140

Emaar Sq Res

Apartments E - - 719 0 2020 2024 140

Emaar Sq SA A - - 135 0 2016 2021 188

Emaar Sq SA B - - 179 0 2019 2024 188

The Sierras P1 - - 133 118 2013 2017 211

The Sierras P2 - - 138 126 2014 2017 215

The Sierras P3 - - 115 35 2015 2018 203

Levana Phase 1 47 88 - 114 2014 2018 345

Levana Phase 2 30 - - 16 2015 2018 506

Levana Phase 3 85 - - 0 2015 2019 464

Levana

Remaining 43 - - 0 2015 2020 493

Village B - 1 180 - - 0 2016 2019 269

Village B - 2 180 - - 0 2017 2020 269

Village B - 3 180 - - 0 2019 2021 269

Z1 - Resi 1 97 - - 0 2020 2024 348

Z1 - Resi 2 97 - - 0 2021 2024 348

Z3 - Phase 1 - - 128 0 2015 2019 172

Z3 - Phase 2 - - 210 0 2015 2019 173

Z5 & Village A –

Phase 1 - - 73 0 2016 2019 195

Z5 & Village A – - - 287 0 2017 2020 196

A-47




Parcel Villas Townhouses Apartments Units

Sold

Planned

Launch

Date

Planned

Delivery

Date

Average GFA

(sq m)

Phase 2

Total 1,221 260 6,827 1,127

The residential accommodation is in various stages of development throughout the subject property, with some units in the early stages of construction or design, whilst others are fully constructed, sold and occupied. The accommodation is of concrete frame construction with rendered block work elevations surmounted by flat or pitched tiled roofs. Internally the units are finished to a high specification with the benefit of tiled floors, painted plaster walls and ceilings, fully fitted kitchens, fully fitted bathrooms, and air conditioning throughout. Each residential parcel has a community centre which is for the use of the residents. The community centres typically have the benefit of a swimming pool, retail shop or food and beverage outlet, meeting / function room, gym and children’s area. These are non-income generating assets although help to increase the attractiveness of the scheme for potential purchasers. Emaar Square At present, Emaar Square is currently a plot of raw land; however, once complete we understand it will comprise a high-end, open-air shopping centre, office accommodation and two hotels. In keeping with the residential accommodation within Uptown Cairo and Emaar’s other projects, we expect the accommodation to be developed to a high specification. We understand the shopping centre is likely to be operated by Emaar Malls with the hotels operated by The Address and Vida. Emaar Square, once complete is expected to comprise the following:

156,504 sq m (GLA) of retail;

83,102 sq m (GLA) of office space;

280 keys between two hotels;

314 units of serviced apartments;

3,297 units of residential apartments;

Up to 14,000 car parking spaces. Golf Course and Clubhouse The residential accommodation within Uptown Cairo is set around an 18-hole golf course which also has the benefit of clubhouse. At the time of inspection only two of the holes had been laid with turf and they were not playable. The opening of 9 holes of the golf course is currently envisaged in 2016, with the full 18 holes due to open by the end of 2018. The clubhouse is of concrete frame construction with rendered block work elevations surmounted by a pitched tiled roof. Internally the clubhouse is finished to a high specification and has the benefit of a restaurant, bar, smoking room, offices, and banquet hall. School & Spa Within the development, two plots of land have been allocated for the development of a school and a spa hotel. At present the plots are raw land. It is planned that the company will sell the land for the spa hotel as

A-48




raw land to a third party developer. The land allocated for the school will be developed by Emaar and operated by American International School (AIS) with a preliminary agreement already in place. We include as Appendix 1.2, a selection of photographs taken during our inspection of the property on 28 January 2015.

1.1.3 Condition The property appears to have been well maintained having regard to its age, use and construction. However, we have not undertaken a condition survey and we would draw your attention to our Assumptions in Section 4.1.

1.1.4 Deleterious Materials The age and style of construction of the subject property are such that materials such as high alumina cement concrete, woodwool shuttering, calcium chloride or asbestos are unlikely to have been used in its original construction or subsequent alteration. We would draw your attention to Section 4.1 of this Valuation Report.

1.1.5 Floor Areas We have been provided with a schedule of areas as follows:

Use Gross Internal Area

(sq m) Saleable /Leasable Area

(sq m)

Residential Apartments 1,551,167 1,551,167

Serviced Apartments 58,912 58,912

Retail 213,772 161,604

Offices 97,767 83,102

Hotel 19,824 13,480

School 25,500 39,611

Spa - 25,781

Total 1,966,942 1,933,657

A-49




1.1.6 Site The property comprises an irregular shaped site with approximate site areas of each element as follows:

Use Net Land Area

(sq m)

Residential 1,052,562

Serviced Apartments 6,039

Retail 141,385

Offices 48,020

Hotel 2,032

School 39,611

Spa 25,781

Total 1,315,430

1.1.7 Environmental Matters We have been instructed not to make any investigations in relation to the presence or potential presence of contamination in land or buildings, and to make an Assumption that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out any investigation into past uses, either of the property or any adjacent land, to establish whether there is any potential for contamination from such uses or sites and have, therefore, made an Assumption that none exists. Commensurate with our Assumptions set out above we have not made any allowance in the valuation for any effect in respect of actual or potential contamination of land or buildings. In practice, purchasers in the property market do not make such an assumption about contamination and a purchaser of the property may require appropriate investigations to be made so as to assess any risk before completing a transaction. We have no basis upon which to assess the reasonableness of this Assumption. If it were to prove invalid then the value would fall by an unspecified amount.

1.1.8 Planning We have been provided with a copy of the planning permission approved by Municipality of Cairo. We include a copy of the approval as Appendix 1.3.

1.1.9 Tenure We have not been provided with a copy of the title deeds for the subject property. We have therefore assumed that the property is held freehold, free from rent charge, restriction as to use, title or occupation and free from any other restriction which may affect value. We recommend that the title deeds are verified by your solicitors.

1.1.10 Tenancies The subject property is multi-let in part with the majority of units being sold off on a unit by unit basis. We have not been provided with copies of the lease agreements and so have relied on the financial information provided by the Client.

A-50




1.2 VALUATION APPROACH

1.2.1 Valuation Methodology In formulating our opinion of Market Value, DTZ has employed the investment method of valuation, specifically utilizing the discounted cash flow method. Using this method we have produced a cash flow detailing the projected income and expenditure of the scheme. For the income producing assets we have capitalized the net revenue of the said asset at the end of the cash flow using an appropriate exit yield in order to provide an exit value. The sum of the net revenue and the exit value (where applicable) for each of the asset classes is then discounted to provide our opinion of Market Value. For the spa element, we have utilized the comparable method of valuation, applying a market facing sales rate to the net land area. Timing The timing for development of the scheme including construction completion dates, hand over dates, and occupation dates has been provided by the client. In our opinion the timing seems reasonable for a development of this scale. Please refer to Appendix 1.5 for the planned development timeline. Determination of Revenue Residential Uptown Cairo is a predominately residential scheme with some 8,308 units with a total of 7,181 units available for purchase at the date of valuation.


Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

Reyna 39 - - 36 2006 2015 695 13,357 362,032,051 260,850,020

Isadore 34 - - 34 2007 2015 490 10,691 178,108,174 186,341,543

Eleva - 172 - 166 2007 2015 279 11,571 555,252,943 399,344,105

Aurora - - 155 155 2006 2015 210 6,949 226,201,038 278,039,144

Alba Alyah 44 - - 44 2011 2015 311 13,688 187,304,129 141,564,049

Alba Splendia 80 - - 80 2007 2015 496 15,661 621,411,745 382,209,403

Alto - - 122 122 2011 2016 176 9,494 203,846,693 168,882,345

Terencia 85 - - 81 2012 2017 466 17,287 684,727,421 384,592,001

Azzura A - - 530 0 2020 2024 165 29,459 2,576,171,155 1,410,583,235

Azzura B - - 530 0 2021 2025 165 35,392 3,095,073,645 1,515,386,376

Azzura C - - 265 0 2022 2025 165 39,608 1,731,844,312 790,362,407

Azzura D - - 530 0 2023 2026 165 48,402 4,232,731,646 1,624,877,216

Emaar Sq Res

Apartments A - - 396 0 2015 2021 140 21,982 1,218,674,600 950,120,106

Emaar Sq Res

Apartments B - - 793 0 2017 2022 140 27,765 3,082,524,019 1,900,847,940

Emaar Sq Res

Apartments C - - 973 0 2018 2022 140 34,816 4,742,658,746 2,341,364,444

Emaar Sq Res

Apartments D - - 416 0 2020 2022 140 42,367 2,467,480,447 1,021,374,808

Emaar Sq Res

Apartments E - - 719 0 2020 2024 140 51,304 5,164,222,772 1,940,427,633

Emaar Sq SA A - - 135 0 2016 2021 188 45,896 1,164,844,486 881,726,250

Emaar Sq SA B - - 179 0 2019 2024 188 58,569 1,970,969,359 1,222,779,401

A-51





Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

The Sierras P1 - - 133 118 2013 2017 211 12,050 338,158,816 221,111,426

The Sierras P2 - - 138 126 2014 2017 215 12,863 381,632,508 232,903,930

The Sierras P3 - - 115 35 2015 2018 203 16,481 384,748,345 223,640,206

Levana Phase 1 47 88 - 114 2014 2018 345 19,179 893,239,762 471,245,766

Levana Phase 2 30 - - 16 2015 2018 506 26,287 399,036,834 176,026,495

Levana Phase 3 85 - - 0 2015 2019 464 25,648 1,011,548,545 530,476,900

Levana

Remaining 43 - - 0 2015 2020 493 37,047 785,358,686 299,621,729

Village B - 1 180 - - 0 2016 2019 269 21,699 1,050,656,162 555,215,077

Village B - 2 180 - - 0 2017 2020 269 23,816 1,153,174,421 589,069,055

Village B - 3 180 - - 0 2019 2021 269 27,974 1,354,491,917 625,845,802

Z1 - Resi 1 97 - - 0 2020 2024 348 62,287 2,102,547,356 620,326,935

Z1 - Resi 2 97 - - 0 2021 2024 348 73,498 2,481,005,880 620,326,935

Z3 - Phase 1 - - 128 0 2015 2019 172 15,721 346,106,139 230,171,678

Z3 - Phase 2 - - 210 0 2015 2019 173 16,511 599,838,502 201,963,132

Z5 & Village A –

Phase 1 - - 73 0 2016 2019 195 20,224 287,895,340 776,466,715

Z5 & Village A –

Phase 2 - - 287 0 2017 2020 196 24,485 1,377,357,265 390,629,455

Total 1,221 260 6,827 1,127 49,412,875,858 24,566,713,666


Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Price per sq m 13% 15% 17% 17% 18% 18% 18% 18% 18% 18%

Off plan sales are based upon Emaar’s payment terms with customers which is either over four years until delivery or over an extended payment schedule that continues after delivery (requiring 70.00% – 80.00% payment prior to delivery and remainder over 1 – 3 years). The extended price is at a 12.00% premium in comparison to the four year payment plan price.

A-52




Retail For the retail accommodation, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows across the various different store types:


(EGP per sq m)

GLA

(sq m)


Major 2,660 5,500

Mini Major 3,990 18,000

Flagship 5,055 10,000

Line Shop 7,220 68,644

USP 1,570 6,000

FEC 1,570 6,000

Cinema 1,570 6,000

F&B 7,220 27,360

Food Court 10,000 3,000

Total 156,504

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased in 2021. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency. UTC Clubhouse is already operational and has been income generating for a number of years. Predicted revenue for 2015 is EGP 8,250,000 which we have grown at 10.00% per annum. Various occupancy rates have been applied depending upon the nature of the store and the amount of accommodation available as follows:

Accommodation Type

Year 1

2021

(%)

Year 2

2022

(%)

Year 3

2023

(%)

Stabilised

Occupancy Rate

(%)

Hyper Market 100 100 100 100

Major 70 80 90 90

Mini Major 70 80 90 90

Flagship 90 90 90 90

Line Shop 75 85 90 90

USP 90 90 90 90

FEC 90 90 90 90

Cinema 100 100 100 100

F&B 75 85 90 90

Food Court 100 100 100 100

A-53










Having formulated our opinion of gross income we then made a 15.00% allowance, based upon the gross rent, for operational expenditure, a 5.00% allowance based upon the net rent, for management fees and a 3.00% allowance, based upon the gross rent, for sales and marketing expenditure, to give the net income for the retail accommodation. We consider allowances at these levels to be reasonable for a retail scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the retail element of the subject property we have applied a blended exit yield of 10.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. Our exit date has been determined having regard to the date at which the majority of the retail accommodation becomes available to lease which is in 2021. We consider that the majority of major occupiers / international brands will look to sign a ten year contract which would expire in 2031. On expiry of the initial lease, we would expect the occupiers to renew, dependant on the successfulness of the scheme, which would mean that a sale in 2032 would be attractive to potential purchasers looking to benefit from a product offering a long unexpired term. Offices The proposed office accommodation within Uptown Cairo totals some 83,102 sq m of which 70.00% is going to be made available to lease and 30.00% available for purchase. For the office accommodation available to lease, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows:


(EGP per sq m)

Offices 2,850

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency.

A-54




Occupancy rates have been applied as follows:

Accommodation Type

Year 1

2021

(%)

Year 2

2022

(%)

Year 3

2023

(%)

Stabilised

Occupancy Rate

(%)

Offices 75.00 85.00 95.00 95.00

Having formulated our opinion of gross income we then made an allowance for operational expenditure at EGP 105 per sq m, increasing at 3.00% per annum, for management fees at 5.00% per annum, based upon the net rent, for G&A expenditure at 1.50% per annum, based upon the net rent, and for sales and marketing expenditure, at 2.50% per annum, based upon the gross rent, to give the net income for the office rental accommodation. We consider allowances at this level to be reasonable for an office scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the office element of the subject property we have applied a blended exit yield of 10.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. For the office accommodation available to purchase, we have applied a current sales rate of EGP 33,000 per sq m which we have grown at 3.00% per annum. The current sales rate applied is in line with other current recent transactions which we are aware of. We have anticipated that office sales will occur evenly over a two year period, with sales of 12,465 sq m in both 2017 and 2018. Off plan sales are based upon Emaar’s payment terms with customers, which is over three years. Hotels Considering the two proposed hotels, firstly we estimated the future revenue stream based upon the number of rooms, the average daily rate (ADR) and the occupancy rate. In terms of the ADR, we have had consideration of the rates achieved by similar hotels in the area. Given the proposed quality and 5*+ rating of ‘Hotel 1” we have applied an ADR of EGP 2,285. ‘Hotel 2’ is a 5* hotel and so we have made a 20.00% adjustment and applied an ADR of 1,828. Hotel 1 is anticipated to have an initial occupancy rate of 45.00% in year one (2021), which we have then grown to reach a stabilized occupancy rate of 63.00% in Year 7 (2027). Hotel 2 is anticipated to have an initial occupancy rate of 50.00% in year one (2024), which we have then grown to reach a stabilized occupancy rate of 66.00% in Year 7 (2030).

A-55




In terms of non-room revenues we have included food and beverage revenue at 60.00% of room revenue and other revenue (conference rooms, spa, banquet hall, etc) has been included at 3.00% of room revenue. We set out below each revenue stream throughout the cash flow period as a percentage of total revenue:

Year 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032

Room Revenue 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60%

F&B Revenue 37% 37% 37% 37% 37% 37% 37% 37% 37% 37% 37% 37%

Other Revenue 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%

Operating expenses including administration, payroll, energy and water were deducted at 51.00% of gross revenue; FF&E reserve payments were deducted at 1.00% of gross revenue in Year 1, 2.00% in Year 2, 3.00% in Year 3 and 4.00% in Year 4 and thereafter; and management fees of 2.50% of gross revenue were then deducted to give a Net Operating Profit (NOP). The NOP was then capitalized using an EBITDA multiple of 10 for both hotels which we consider to be market facing. Spa Hotel The land parcel which has been allocated for the Spa Hotel is to be sold as a land plot and we have applied sales rate to the net land area as follows:

Land Use Sales Rate

(EGP per sq m of

NLA)

Gross Land Area

(sq m)

Net Land Area

(sq m)

Spa Hotel 4,000 57,724 25,781

School We are advised that the Company has a preliminary agreement with the American International School (AIS) to operate the school property under a revenue share agreement. The terms involve a fixed contract with a minimum guaranteed payment plus a percentage revenue share, should revenue targets be achieved. We have utilized the income and subsequent revenue share projections provided by the Company, which we consider to be reasonable for such a development. Revenue is anticipated to begin in 2018 as follows:

Year 2018 2019 2020 2021 2022 2023 2024 2025

Revenue 4,560,000 5,173,322 7,581,207 10,113,383 13,261,138 18,393,213 22,005,441 25,123,613

Year 2026 2027 2028 2029 2030 2031 2032 -

Revenue 28,525,461 30,979,412 37,009,734 40,195,308 43,655,979 47,415,549 51,499,883 -

In determining the exit value for the school element of the subject property we have applied a blended exit yield of 10.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time.

A-56




Construction Costs Construction costs for the scheme and the timing thereof have been provided by the Client. We would comment that the average build rates for the various asset classes appear to be reasonable; however, we are not qualified cost consultants. If further clarification surrounding the costs applied is required then we recommend appointing specialist cost consultant. We have been advised that construction costs are inclusive of a 5.00% contingency and an 8.00% annual escalation that is embedded in the cost. Outstanding construction costs for each element of the scheme are as follows:



Retail 4,458,071,574

Offices 1,728,425,748


Total 29,270,448,323

Taxation We have made an adjustment to reflect the liability of Income Tax payable on the income generated through the developments operations, alongside Capital Gains Tax payable upon a future sale. These taxes are levied by the Egyptian authorities at a rate of 22.50%. Finance Costs Our opinion of Market Value is stated gross of finance costs. Development schemes of this magnitude tend to be predominately funded by pre-sales. Furthermore any additional finance costs will be specific to a purchaser dependant on their financial position at the date of purchase and the relationship they have with lending institutions. Analysis The net cash flow has then been discounted annually to give a Net Present Value (NPV) or Market Value for the scheme. The discount rate applied has been calculated as follows:

Type of Risk Rate


Country Risk 11.25% (as per Damadorian Online)

Market Risk 1.00%

Specific Risk 1.50%

Total 15.92%


A-57




1.3 VALUATION CERTIFICATION We are of the opinion that the Market Value of the freehold interest in the property as described herein, as at 31 December 2014, subject to the assumptions and comments in this Valuation Report and the Appendices is:-

TOTAL

EGP 6,897,632,177 SAY

EGP 6,897,630,000 (Egyptian Pounds Six Billion, Eight Hundred and Ninety Seven Million, Six Hundred and Thirty Thousand)

A-58



Job No: 671 Appendix 1.1

Appendix 1.1 – Master Plan

A-59

Exit 1:

Emtidad

Ramses

Exit 3:

Mehwar

El S

haheed

Exit 2: M

aadi

5

6784

3

1214

15

910

2

1

13

1. Proje

ct Entry

2. Sales

Center

3. Teren

cia4. R

eyna

5. Emaa

r Square

6. Eleva

7. Auror

a8.

Isadore

9. Alba

Alyah

10. Alba

Spendia

11. Alto

12. Upt

own Go

lf Clubh

ouse

13. The

Sierras

Residen

ce14.

Levana

15. Futu

re Exten

sion

KEY

11

A-60




Appendix 1.2 – Photographs

A-61

UTC Club House

UTC Club House - Internal

A-62

UTC Apartments

UTC Villa

A-63

UTC Community Centre

UTC Golf Course

A-64




Appendix 1.3 – Planning Approval

A-65




Appendix 1.4 – Cash Flow Extracts

A-73

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A-74




Appendix 1.5 – Development Timetable

A-75



Appendix 2 – Mivida, Greater Cairo, Egypt

A-77

Emaar Misr for Development S.A.E. Mivida, Greater Cairo, Egypt



2 Mivida, Greater Cairo, Egypt


2.1.1 Location The subject property is located in Greater Cairo approximately 29.00 kilometres east of Downtown Cairo. The location of the subject property in relation to the wider Cairo area can be seen on the plan below. The subject property is indicated by the red dot for identification purposes only:


The subject property is well located, with distances to surrounding areas and landmarks as follows:

Location Distance from Mivida

(km)

Downtown Cairo 29.00

Nasr City 18.00

Mokattam 21.00

Giza 31.00

Cairo Airport 17.00

A-78




Primary access to the subject property is via South El Teseen Street (Road 90) which in turn provides access to the main highways in the area. We include below, a plan showing the location of the subject property in relation to the surrounding highways:

We consider the subject property to be well located, being in close proximity to a number of major highways which provide access to the Greater Cairo area via Road 90, Suez and Sokhna Roads. Furthermore it is well located in close proximity to other New Cairo amenities including the American University, New Cairo Hospital and the current retail provision on South El-Teseen Street (Road 90), and 20 minutes from the airport.

A-79




We have been provided with a copy of the master plan of Mivida and understand its boundaries to be as follows, outlined in red for identification purposes only:


2.1.2 Description The subject property comprises a master planned, mixed-use development. The predominant land use is residential accommodation (villas, townhouses and apartments) surrounding a central park, with ancillary uses such as retail outlets and clubhouses. The western quadrant of Mivida (known as Mivida Downtown) has been allocated for commercial uses providing retail accommodation, office accommodation, a school, medical centers, a sports club, and a hotel, in addition to the residential accommodation in such area. It is the vision of Emaar that this area becomes the new hub for East Cairo. We include a copy of the master plan as Appendix 2.1 and we include the planned development timeline for the project as Appendix 2.4.

A-80




Residential The residential accommodation within Mivida is divided into 38 different parcels with the proposed breakdown of accommodation as follows:

Parcel Villas Townhouses Apartments Units Sold

Planned Launch

Date

Planned Delivery

Date

Average GFA (sq m)

1A 100 - - - 2016 2020 555

1B 193 - - - 2017 2020 456

1C 95 - - - 2015 2018 457

2 - 214 - 209 2009 2015 215

3 110 - - 110 2009 2015 265

4 54 - - 53 2009 2015 404

5 61 - - 61 2010 2015 311

6 68 - - 67 2012 2018 401

7 - 146 - 145 2012 2016 323

8 139 - - 134 2014 2018 399

10 - - 400 383 2014 2018 188

12 101 - - 101 2012 2016 359

13 - 76 - - 2018 2021 349

14 - 176 - 175 2012 2017 315

15 185 - - 183 2011 2017 363

16 - 184 - 184 2011 2016 228

17 72 - - 71 2014 2017 408

18 61 - - 61 2013 2018 411

19 - 98 - - 2017 2020 349

20 - 116 - - 2017 2020 349

21A - 64 - 2015 2018 350

21B - - 112 - 2015 2018 250

21C 87 - - 2015 2018 429

22 155 - 155 2010 2015 249

23 - - 512 509 2012 2017 184

24 - - 560 - 2018 2021 173

25A - 76 - 66 2014 2017 349

25B - - 32 - 2015 2018 250

27A - 66 - 62 2014 2019 349

27B - - 64 - 2015 2018 250

28 - 84 - 84 2013 2017 315

29 - 80 - 79 2013 2017 315

36 - - 136 - 2016 2020 183

37 - - 136 - 2015 2018 192

38 - - 136 - 2015 2018 192

39 - - 136 - 2016 2019 183

40 - - 136 - 2015 2019 192

A-81




Parcel Villas Townhouses Apartments Units Sold

Planned Launch

Date

Planned Delivery

Date

Average GFA (sq m)

41 - - 136 - 2015 2019 192

Total 1,481 1,380 2,496 2,892

The residential accommodation is in various stages of development throughout the subject property, with some units in the early stages of construction or design, whilst others are fully constructed, sold and occupied. The accommodation is of concrete frame construction with rendered block work elevations surmounted by flat or pitched tiled roofs. Internally the units are either finished to a high specification with the benefit of tiled floors, painted plaster walls and ceilings, fully fitted kitchens, fully fitted bathrooms, and air conditioning throughout or are supplied as shell and core with the purchaser responsible for the fit out works. However, in line with management strategy, in instances where it offers units that are not fully finished, certain provisions are included in the agreements with customers to ensure completion of finishing in a certain timeframe. The 38 residential parcels are divided into four zones and each zone has a clubhouse, except Zone 4, which is for the use of the residents. The clubhouses typically have the benefit of a swimming pool, retail shop or food and beverage outlet, meeting / function room, gym and children’s area. These are non-income generating assets although help to increase the attractiveness of the scheme for potential purchasers. Commercial Offering The western quadrant of Mivida, known as Zone 4, comprises the commercial element of the development and will, once complete, will provide a retail boulevard, business centre, medical centre, school, and hotel. Construction has commenced with a number of the office buildings in already in place. The four storey office accommodation is of concrete frame construction with rendered block work elevations surmounted by a flat roof. The ground floor has a floor to ceiling height glazed panel with the upper floors benefitting glazed fenestrations. Internally the commonareas are fitted to good specification with the benefit of tiled floors, painted plaster walls and ceilings, fluorescent strip lighting, perimeter trunking, and air conditioning. The leasable areas are provided shell and core. In keeping with the residential and office accommodation within Mivida and Emaar’s other projects, we expect the retail accommodation to be developed to a high specification. Central Park At the centre of Mivida lies a 33 acre park which will provide a focal point of the scheme. As well as landscaped gardens and open recreation areas, Central Park will also benefit from a number of food and beverage outlets. We include as Appendix 2.2, a selection of photographs taken during our inspection of the property on 26 January 2015.


A-82






Use Gross Internal Area

(sq m)

Saleable /Leasable Area

(sq m)

Residential 1,461,057 1,461,057

Retail 95,611 78,037

Offices 116,152 88,942

Hotel 10,010 6,006

School 36,942 36,942

Medical Centre 45,392 45,392

Community Clubs 9,896 7,917

Sports Club 5,900 4,720

Mosque 1,500 -

Facilities Management 6,194 -

Total 1,788,653 1,729,012

A-83





Use Net Land Area

(sq m)


Retail 102,328

Offices 104,994

Hotel 13,980

School 41,047

Medical Centre 45,178

Community Clubs 32,026

Sports Club 76,500

Mosque 2,710

Facilities Management 10,884

Total 1,970,041


2.1.8 Planning We have not been provided with any planning documentation relating to the subject property and so, for the purposes of this valuation, we have made the assumption that current or future development on site is in compliance with any planning permissions issued by the Municipality. We recommend that the planning permission is reviewed and verified by your solicitors.

2.1.9 Tenure We have not been provided with a copy of the title deeds for the subject property. We have assumed that the property is held freehold, free from rent charge, restriction as to use, title or occupation and free from any other restriction which may affect value. We understand the deeds will be obtained once all the land payments have been made. Once obtained, we recommend the deeds are verified by your solicitors.

A-84




2.1.10 Tenancies The subject property is multi-let in part with the majority of units being sold off on a unit by unit basis. We have been provided with a selection of the lease agreements and can confirm these are in line with the financial information supplied by the Client.


2.2.1 Valuation Methodology In formulating our opinion of Market Value, DTZ has employed the investment method of valuation, specifically utilizing the discounted cash flow method. Using this method we have produced a cash flow detailing the projected income and expenditure of the scheme. For the income producing assets we have capitalized the net revenue of the said asset at the end of the cash flow using an appropriate exit yield in order to provide an exit value. The sum of the net revenue and the exit value (where applicable) for each of the asset classes is then discounted to provide our opinion of Market Value. For the hospitality, medical centre and school elements, we have utilized the comparable method of valuation, applying a market facing sales rates to the net land areas. Timing The timing for development of the scheme including construction completion dates, hand over dates, and occupation dates has been provided by the client. In our opinion the timing seems reasonable for a development of this scale. Please refer to Appendix 2.4 for the planned development timeline. Determination of Revenue

Residential Mivida is a predominately residential scheme with some 5,357 units with a total of 2,465 units available for sale at the date of valuation.


Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

1A 100 - - - 2016 2020 555 23,373 1,297,217,593 386,455,575

1B 193 - - - 2017 2020 456 28,626 2,519,324,156 632,502,941

1C 95 - - - 2015 2018 457 21,561 936,052,492 286,524,471

2 - 214 - 209 2009 2015 215 9,525 438,238,944 340,569,107

3 110 - - 110 2009 2015 265 11,644 339,410,264 264,215,803

4 54 - - 53 2009 2015 404 12,155 265,167,603 184,715,529

5 61 - - 61 2010 2015 311 12,285 233,051,303 167,139,119

6 68 - - 67 2012 2018 401 11,734 319,958,379 210,182,366

7 - 146 - 145 2012 2016 323 9,361 441,440,260 288,311,076

8 139 - - 134 2014 2018 399 18,002 998,417,179 489,508,846

10 - - 400 383 2014 2018 188 12,072 907,802,450 535,155,176

12 101 - - 101 2012 2016 359 9,140 331,411,639 195,490,766

13 - 76 - - 2018 2021 349 26,313 697,938,258 177,598,275

14 - 176 - 175 2012 2017 315 6,807 377,384,765 261,944,557

15 185 - - 183 2011 2017 363 7,736 519,544,286 340,215,368

16 - 184 - 184 2011 2016 228 7,575 317,769,307 230,949,776

17 72 - - 71 2014 2017 408 15,289 449,128,769 260,198,540

18 61 - - 61 2013 2018 411 12,836 321,813,580 189,255,540

A-85





Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

19 - 98 - - 2017 2020 349 21,967 751,327,364 216,250,755

20 - 116 - - 2017 2020 349 22,021 891,509,986 252,633,778

21A - 64 - 2015 2018 350 15,507 347,366,960 119,401,333

21B - - 112 - 2015 2018 250 17,851 499,814,065 269,588,928

21C 87 - - 2015 2018 429 20,010 746,830,466 270,304,983

22 155 - 155 2010 2015 249 7,808 301,335,791 256,093,941

23 - - 512 509 2012 2017 184 8,449 796,006,631 648,475,193

24 - - 560 - 2018 2021 173 27,948 2,707,627,853 894,094,618

25A - 76 - 66 2014 2017 349 13,712 363,690,123 163,422,556

25B - - 32 - 2015 2018 250 17,437 139,495,259 83,019,305

27A - 66 - 62 2014 2019 349 12,532 288,670,345 138,716,721

27B - - 64 - 2015 2018 250 18,057 288,910,885 161,647,096

28 - 84 - 84 2013 2017 315 10,283 272,095,005 157,070,060

29 - 80 - 79 2013 2017 315 9,141 230,351,070 130,911,824

36 - - 136 - 2016 2020 183 23,054 573,762,340 299,319,004

37 - - 136 - 2015 2018 192 18,944 494,653,417 288,198,678

38 - - 136 - 2015 2018 192 18,738 489,286,132 289,770,058

39 - - 136 - 2016 2019 183 20,968 521,844,223 286,691,889

40 - - 136 - 2015 2019 192 19,382 506,091,878 292,251,872

41 - - 136 - 2015 2019 192 19,735 515,331,329 296,259,686 Total 1,481 1,380 2,496 23,437,072,352 10,955,055,108


Year 2015 2016 2017 2018 2019 2020 2021

Price per sq m 15% 16% 18% 19% 20% 21% 16%

A-86




Off plan sales are based upon Emaar’s payment terms with customers which is either over four years until delivery or over an extended payment schedule that continues after delivery (requiring 70.00% – 80.00% payment prior to delivery and remainder over 1 – 3 years). The extended price is at a 12.00% premium in comparison to the initial purchase price. Retail For the retail accommodation, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows across the various different store types:


(EGP per sq m)

GLA

(sq m)


Mini Major 3,755 8,859

Flagship 4,825 3,000

Line Shop 5,720 26,873

Cinema 1,570 3,000



Restaurants & Cafes 7,220 17,473

Food Court / Speciality Shops 10,000 1,200

Lake Retail 4,825 3,432

Total 78,037

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased, which begins with the Lake Retail in 2017 with the remaining accommodation planned in 2018 and 2019. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency.

A-87




Different occupancy rates have been applied depending on the nature of the store and the amount of

accommodation available as follows:

Accommodation Type

Year 1

2017

(%)

Year 2

2018

(%)

Year 3

2019

(%)

Year 4

2020

(%)

Stabilised

Occupancy Rate

(%)

Hyper Market - 100 100 100 100

Mini Major - 75 85 95 95

Flagship - 95 95 95 95

Line Shop - 75 85 95 95

Cinema - - 100 100 100

Entertainment Box 1 - 95 95 95 95

Entertainment Box 2 - - 95 95 95

Restaurants & Cafes - - 75 85 95

Food Court / Speciality Shops - 100 100 100 100

Lake Retail 95 95 95 95 95







Having formulated our opinion of gross income we then made a 15.00% allowance, based upon the gross rent, for operational expenditure, a 5.00% allowance based upon the net rent, for management fees and a 3.00% allowance, based upon the gross rent, for sales and marketing expenditure, to give the net income for the retail accommodation. We consider allowances at these levels to be reasonable for a retail scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the retail element of the subject property we have applied a blended exit yield of 11.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. Our exit date has been determined having regard to the date at which the majority of the retail accommodation becomes available to lease which is in 2018. We consider that the majority of major occupiers / international brands will look to sign a ten year contract which would expire in 2028. On expiry of the initial lease, we would expect the occupiers to renew, dependant on the successfulness of the scheme, which would mean that a sale in 2032 would be attractive to potential purchasers looking to benefit from a product offering a long unexpired term.

A-88




Offices The office accommodation within Mivida totals some 88,942 sq m of which 54,278 sq m is available to lease with the remainder available for purchase. For the office accommodation available to lease, we have had regard to the rental values achieved at other schemes across the Greater Cairo area when determining our opinion of Market Rent as at the date of valuation as well as those achieved by the company in the office accommodation on site which is already leased. Rental values have been applied as follows:


(EGP per sq m)

Offices 2,325

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt. Occupancy rates for each of the parcels have been applied as follows:

Parcel Sq M 2015 2016 2017 2018 2019 2020 2021 2022 2023

35 7,819 - - - - - 65.00% 75.00% 85.00% 90.00%

34-A 6,201 - - - - - - 65.00% 75.00% 85.00%

31-B 7,034 - - - - - - 65.00% 75.00% 85.00%

33 2,469 65.00% 75.00% 85.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

Parcel 2024 2025 2026 2027 2028 2029 2030 2031 2032

35 7,819 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

34-A 6,201 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

31-B 7,034 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

33 2,469 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%

Having formulated our opinion of gross income we then made an allowance for operational expenditure at EGP 346 per sq m, increasing at 3.00% per annum, to give the net income of the office accommodation. We consider allowances at this level to be reasonable for an office scheme of this nature. This will be fully recoverable from the tenants via a service charge. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature.

A-89




In determining the exit value for the office element of the subject property we have applied a blended exit yield of 11.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. For the office accommodation available to purchase, we have applied a current sales rate of EGP 27,372 per sq m which we have grown at 3.00% per year until the date of sales. The current sales rate applied is in line with other current recent transactions which we are aware of. The timing for the office sales has been applied as follows:

Parcel 2015 2016 2017 2018 2019 2020

35 - - - - 7,819 sq m -

34-A - - - - - 6,201 sq m

31-B - - - 7,034 sq m - -

33 2,469 sq m - - - - -

Off plan sales are based upon Emaar’s payment terms with customers, which is over three years. Other The remaining land parcels which are to be sold as land plots and we have applied sales rates to the net land areas for each as follows:

Land Use Sales Rate

(EGP per sq m of

NLA)

Gross Land Area

(sq m)

Net Land Area

(sq m)

Hospitality 7,200 33,466 13,980

Medical Centre 6,440 108,147 45,178

School 3,898 85,525 41,047

The sports club is a membership based club which generates revenue through paid memberships. The initial membership costs of EGP 80,000 per annum is grown at 5.00% per annum, with memberships growing from 20.00% in Year 1 to 100.00% in Year 9. The total number of memberships is 5,500. Additional revenue is driven from food and beverage revenue and also sports and activities revenue. The sports club shall be developed by Emaar but operated by a third party, with Emaar receiving a revenue from the recurring income. Land Costs Remaining land costs and related interest payments have been provided by the client and have been taken into account. Construction Costs Construction costs for the scheme and the timing thereof have been provided by the Client. We would comment that the average build rates for the various asset classes appear to be reasonable; however, we are not qualified cost consultants. If further clarification surrounding the costs applied is required then we recommend appointing specialist cost consultant. We have been advised that construction costs are inclusive of a 5.00% contingency and an 8.00% annual escalation that is embedded in the cost. Outstanding construction costs for each element of the scheme are as follows:

A-90






Retail 922,490,505

Offices 1,356,940,241

Hospitality 5,180,873

Club House 375,867,666

Total 10,518,060,489

Taxation We have made an adjustment to reflect the liability of Income Tax payable on the income generated through the developments operations, alongside Capital Gains Tax payable upon a future sale. These taxes are levied by the Egyptian authorities at a rate of 22.50%. The scheme is tax exempt until the end of 2018. Finance Costs Our opinion of Market Value is stated gross of finance costs. Development schemes of this magnitude tend to be predominately funded by pre-sales. Furthermore any additional finance costs will be specific to a purchaser dependant on their financial position at the date of purchase and the relationship they have with lending institutions. Analysis The net cash flow has then been discounted annually to give a Net Present Value (NPV) or Market Value for the scheme. The discount rate applied has been calculated as follows:

Type of Risk Rate



Market Risk 1.00%

Specific Risk 1.50%

Total 15.92%


A-91





TOTAL

EGP 6,650,649,316 SAY

EGP 6,650,650,000 (Egyptian Pounds Six Billion, Six Hundred and Fifty Million, Six Hundred and Fifty Thousand)

A-92





A-93

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A-94





A-95

Mivida Villa

Mivida Villas Under Construction

A-96

Mivida Community Centre

Mivida Community Centre Swimming Pool

A-97

Mivida Offices

Mivida Sales Centre

A-98





A-99

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A-100




Appendix 2.4 – Development Timetable

A-101



Appendix 3 – Marassi, El Alamein, Egypt

A-103

Emaar Misr for Development S.A.E. Marassi, El Alamein, Egypt



3 Marassi, El Alamein, Egypt


3.1.1 Location The subject property is located on the north coast of Egypt almost equidistant between Alexandria and Marsa Matrouh. The location of the subject property in relation to the wider area can be seen on the plan below. The subject property is indicated by the red dot for identification purposes only:


The subject property is well located on the Alexandria-Marsa Matrouh Road, with distances to surrounding

areas and landmarks as follows:

Location Distance from Marassi

(km)

Alexandria 135.00

Marsa Matrouh 160.00

Marina El Alamein 32.00

El Alamein Airport 28.00

The property is easily accessible from nearby airports, with Al Alamein Airport approximately 20 minutes away and Borg El Arab Airport approximately 55 minutes away. Marassi is located on the north side of the Alexandria-Marsa Matrouh Road and is bounded to the north by the Mediterranean Sea. The location of the subject property in relation to its immediate surrounds can be seen on the plan below. The subject property is indicated by the red dot for identification purposes only:

A-104





We have been provided with a copy of the site plan and understand its boundaries to be as follows:


3.1.2 Description The subject property comprises a master planned, mixed-use resort development. The predominant land use is residential accommodation (villas, townhouses and apartments) surrounding a golf course and artificial lagoons, with ancillary uses such as retail outlets and clubhouses. Given the development is considered as a holiday destination, there is currently one operational hotel (which is to be completely refurbished) with plans for another 11 hotels once complete.

A-105




The most southerly part of the development comprises an area of land which has been allocated for commercial and residential use surrounding a marina. We include a copy of the master plan as Appendix 3.1 and we include the planned development timeline for the project as Appendix 3.4. Residential The residential accommodation within Marassi is divided into 44 different districts with the proposed breakdown of accommodation as follows:

Parcel Villas Townhouses Apartments Units Sold Planned Launch

Date

Planned Delivery

Date

Average GFA (sq m)

Blanca 1A/B 67 48 - 108 2014 2018 366

Blanca 1C - - 48 48 2014 2018 212

Blanca 2 - - 330 55 2014 2019 170

Blanca 3A 1 - - 0 2016 2019 395

Blanca 3B - 10 - 0 2016 2019 324

Blanca 3C - - 212 0 2016 2019 177

Blanca 4A 30 - - 0 2015 2019 395

Blanca 4B - 78 - 0 2015 2019 324

Valencia V4S 44 - - 32 2008 2017 1064

Valencia V5 15 - - 0 2015 2018 709

Vectoria 184 - - 164 2007 2015 511

Verdi 1&2 - - 396 386 2012 2017 167

Verdi 1V 57 - - 57 2014 2017 355

Verdi 1T - 50 - 49 2014 2017 294

Modena 275 - - 0 2020 2024 202

Veneto West - 80 - 80 2010 2016 357

Veneto East 90 - - 0 2020 2023 321

Isola 100 63 - 157 2007 2016 444

Verona 121 196 - 292 2007 2017 396

Arezzo 106 64 - 160 2007 2015 483

Catania - - 536 505 2008 2015 161

Safi 1 11 10 2013 2015 523

Safi 2 48 - - 41 2013 2018 630

Armani A 25 - - 0 2016 2020 659

Armani B 25 0 2016 2020 659

Greek Village 1 - - 650 0 2017 2020 65

Greek Village 2 - - 1,100 0 2017 2020 96

Greek Village 3 - - 650 0 2017 2020 119

Greek Village 4 - - 130 0 2017 2020 158

R1 - - 1,500 0 2015 2021 95

R2 - - 1,350 0 2016 2022 93

R3 - - 1,350 0 2019 2024 95

A-106




Parcel Villas Townhouses Apartments Units Sold Planned Launch

Date

Planned Delivery

Date

Average GFA (sq m)

S1 - - 1,400 0 2018 2023 92

S2 - - 1,560 0 2019 2024 92

H1 62 - - 0 2021 2023 377

H2 - - 120 0 2016 2019 159

H3 - 300 0 2017 2022 80

H5 - - 170 0 2020 2024 124

H6 - - 88 44 2014 2018 146

H7 - - 300 0 2018 2023 75

H8 35 - - 0 2019 2022 300

SL1 - - 205 0 2017 2017 69

SL2 - - 205 0 2019 2019 69

SL3 - - 206 0 2021 2021 69

Total 1,296 589 12,806 2,188

The residential accommodation is in various stages of development throughout the subject property with some units in the early stages of construction and design whilst others are fully constructed, sold and occupied. The accommodation is of concrete frame construction with rendered block work elevations surmounted by flat or pitched tiled roofs. Internally the units are finished to a high specification with the benefit of tiled floors, painted plaster walls and ceilings, fully fitted kitchens, fully fitted bathrooms, and air conditioning throughout. Each residential parcel has a clubhouse which is for the use of the residents. The clubhouse’s typically have the benefit of a swimming area, retail shop or food and beverage outlet and children’s area. These are non-income generating assets although help to increase the attractiveness of the scheme for potential purchasers. Overall the residential provision is to a high standard and presents very well. We would also comment upon the area known as Valencia which comprises 59 villas fronting the Mediterranean Sea. These exclusive villas are finished to an extremely high standard and have unrivaled views compared to the other districts on site. Adjacent to Valencia is a plot of land which has been allocated for the development of 50 Armani branded villas. Once complete, we expect these villas will be the most exclusive area within the development with views over the Mediterranean and in close proximity to the Beach Club and Hotels. Retail Accommodation At present there is one retail centre within Marassi which became operational in 2014. Phase 2 of the centre is nearly complete and will be operational in 2015. Located close to Gate 3, along the western boundary of the development, “M Porium” is of concrete frame construction with glazed and rendered block work elevations surmounted by a flat roof. There are approximately 30 units which are arranged in a horse shoe formation around a central court yard.

A-107




There are plans to develop an additional seven retail areas with a total leasable area of 27,263 sq m. Hospitality and Beach Club El Alamein Hotel is located along the eastern beach front of Marassi. The hotel was the original building on site and has been a popular holiday destination for Egyptian nationals for many years. The three storey hotel, constructed in a linear format parallel with the beach front, is of concrete frame construction with rendered block work elevations surmounted by a flat roof. Externally the hotel looks dated although internally, a program of refurbishment works has kept it in good condition. On site there are also a number of holiday villas which were being refurbished at the time of our inspection. Located adjacent to El Alamein Hotel is the Beach Club. Recently completed, this high specification building, provides residents with a range of restaurants, bars, lounges alongside a number of swimming pools, a gym and various retail units. There are plans to develop an additional 11 hotels on site, six of which will be five star, three of which will be four star, and three of which will be three star. Golf Course The residential accommodation within Marassi is set around a golf course which also has the benefit of a golf academy. At the time of inspection 13 holes were playable. Marina District We have been informed that a temporary license has recently been granted for a marina which is to be constructed at the most southerly part of the development. The final license is pending upon other certain approvals. The Marina District will, once complete, have four hotels, some 7,160 apartments, alongside a retail provision. Assets On site there will also be an array of ancillary uses including the golf academy and clubhouse, two floating restaurants, dry docks, a gas station, desalination plants, and kiosks. South Land With the development there is an area known as South Land which provides and mix of residential accommodation for staff, some retail provision, an administration building, a nursery, and a services building. We include as Appendix 3.2, a selection of photographs taken during our inspection of the property on 28 January 2015.


A-108






Use Built Up Area

(sq m)

Saleable /Leasable Area

(sq m)

Residential 1,952,660 1,945,150

Serviced and Branded Units 132,395 132,395

Retail 43,367 43,367

Hotel 293,875 293,875

Assets 25,218 25,218

South Land 53,573 44,307

Total 2,501,087 2,484,312


Use Net Land Area

(sq m)


Serviced and Branded Units 250,630

Retail 69,855

Hotel 335,743

Assets 78,526

South Land 23,057

Total 2,507,771


A-109





3.1.9 Tenure We have not been provided with a copy of the title deeds for the subject property. We have therefore assumed that the property is held freehold, free from rent charge, restriction as to use, title or occupation and free from any other restriction which may affect value. We recommend that the title deeds are verified by your solicitors.

3.1.10 Tenancies The subject property is multi-let in part with the majority of units being sold off on a unit by unit basis. We have been provided with sample copies of the lease agreements and can confirm these are in line with the financial information provided by the Client.


3.2.1 Valuation Methodology In formulating our opinion of Market Value, DTZ has employed the investment method of valuation, specifically utilizing the discounted cash flow method. Using this method we have produced a cash flow detailing the projected income and expenditure of the scheme. For the income producing assets we have capitalized the net revenue of the said asset at the end of the cash flow using an appropriate exit yield in order to provide an exit value. The sum of the net revenue and the exit value (where applicable) for each of the asset classes is then discounted to provide our opinion of Market Value. Timing The timing for development of the scheme including construction completion dates, hand over dates, and occupation dates has been provided by the client. In our opinion the timing seems reasonable for a development of this scale. Please refer to Appendix 3.4 for the planned development timeline. Determination of Revenue Residential Marassi is a predominately residential scheme with a total of 14,691 units and some 12,503 units available for purchase at the date of valuation.


Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

Blanca 1A/B 67 48 - 108 2014 2018 366 15,884 668,571,627 386,731,215

Blanca 1C - - 48 48 2014 2018 212 14,403 146,561,624 89,302,522

Blanca 2 - - 330 55 2014 2019 170 18,885 1,059,448,777 556,946,665

Blanca 3A 1 - - 0 2016 2019 395 26,567 10,493,795 3,946,110

Blanca 3B - 10 - 0 2016 2019 324 21,815 70,682,167 32,408,055

A-110





Sold

Planned

Launch

Date

Planned

Delivery

Date

Average

GFA

(sq m)

Average

Selling Price

(per sq m)

Total Sales

Value

(EGP)

Cost of Gross

Sales

(EGP)

Blanca 3C - - 212 0 2016 2019 177 22,350 838,662,116 368,124,059

Blanca 4A 30 - - 0 2015 2019 395 23,235 275,331,065 130,765,080

Blanca 4B - 78 - 0 2015 2019 324 19,109 482,934,111 279,220,572

Valencia V4S 44 - - 32 2008 2017 1064 23,791 1,113,792,547 491,628,921

Valencia V5 15 - - 0 2015 2018 709 33,533 356,626,555 140,849,741

Vectoria 184 - - 164 2007 2015 511 12,846 1,207,801,293 750,717,545

Verdi 1&2 - - 396 386 2012 2017 167 13,583 898,289,389 549,133,428

Verdi 1V 57 - - 57 2014 2017 355 15,459 312,817,946 189,784,343

Verdi 1T - 50 - 49 2014 2017 294 11,464 168,518,349 142,600,810

Modena 275 - - 0 2020 2024 202 52,629 2,923,543,916 860,691,340

Veneto West - 80 - 80 2010 2016 357 9,926 283,476,347 193,047,272

Veneto East 90 - - 0 2020 2023 321 53,907 1,557,378,554 438,318,183

Isola 100 63 - 157 2007 2016 444 12,472 902,649,651 505,525,413

Verona 121 196 - 292 2007 2017 396 12,268 1,540,083,523 965,973,648

Arezzo 106 64 - 160 2007 2015 483 12,503 1,026,616,422 652,858,062

Catania - - 536 505 2008 2015 161 12,251 1,057,190,063 686,883,977

Safi 1 11 10 2013 2015 523 23,705 136,376,100 62,180,743

Safi 2 48 - - 41 2013 2018 630 26,977 815,781,176 305,576,008

Armani A 25 - - 0 2016 2020 659 79,823 1,315,078,302 565,912,518

Armani B 25 0 2016 2020 659 79,254 1,305,705,110 565,912,518

Greek Village 1 - - 650 0 2017 2020 65 38,360 1,620,710,459 560,037,172

Greek Village 2 - - 1,100 0 2017 2020 96 38,365 4,051,329,557 1,401,029,446

Greek Village 3 - - 650 0 2017 2020 119 38,255 2,959,027,641 1,022,676,574

Greek Village 4 - - 130 0 2017 2020 158 38,166 783,921,726 272,713,753

R1 - - 1,500 0 2015 2021 95 23,486 3,346,817,244 1,536,118,894

R2 - - 1,350 0 2016 2022 93 28,498 3,577,899,587 1,370,667,505

R3 - - 1,350 0 2019 2024 95 51,190 6,565,107,152 1,603,437,271

S1 - - 1,400 0 2018 2023 92 39,910 5,140,449,481 1,459,110,586

S2 - - 1,560 0 2019 2024 92 52,502 7,535,152,317 1,751,349,803

H1 62 - - 0 2021 2023 377 97,674 2,283,023,497 470,974,974

H2 - - 120 0 2016 2019 159 42,578 812,391,756 306,615,867

H3 - 300 0 2017 2022 80 68,411 1,641,873,838 496,476,260

H5 - - 170 0 2020 2024 124 100,914 2,127,272,140 543,014,515

H6 - - 88 44 2014 2018 146 29,509 379,125,915 250,185,471

H7 - - 300 0 2018 2023 75 62,534 1,407,015,516 491,889,764

H8 35 - - 0 2019 2022 300 71,503 750,779,640 260,892,456

SL1 - - 205 0 2017 2017 69 9,464 133,863,799 60,160,133

SL2 - - 205 0 2019 2019 69 12,927 182,853,342 70,486,531

SL3 - - 206 0 2021 2021 69 17,821 253,308,919 83,264,685

Total 1,296 589 12,806 66,026,334,047 23,926,140,409

The future revenue stream for the residential accommodation has been provided by the Client. With regards to timing, future sales for each of the residential parcels is in line with the Client’s proposed development plans which we consider to be reasonable. The future sales revenue for each of the parcels has been projected in line with the historic sales on site and also having regard to how sales revenues have grown year on year since the development was launched. We have been provided with the historic sales data and consider the future revenue expectations to be reasonable.

A-111




The following annual price escalations have been adopted in our projections:

Year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Price per sq m 14% 14% 16% 17% 17% 18% 17% 16% 16% 16%

Off plan sales are based upon Emaar’s payment terms with customers which is either over four years until delivery or over an extended payment schedule that continues after delivery (requiring 70.00% – 80.00% payment prior to delivery and remainder over 1 – 3 years). The extended price is at a 12.00% premium in comparison to the four year payment plan price. Retail For the retail accommodation, we have had regard to the rental values achieved at other schemes across the El Alamein area when determining our opinion of Market Rent as at the date of valuation. Rental values have been applied as follows across the various different store types:

Accommodation Type

Market Rent at the date of

valuation

(EGP per sq m)

GLA

(sq m)

M Porium 2,400 4,686

M Porium Phase 2 2,400 369

R1 2,500 1,500

R2 2,500 4,500

R3 2,500 4,500

S1 2,500 5,250

S2 2,500 5,250



Total 32,318

The rent applied at the date of valuation has then been grown at 3.00% per annum until the accommodation becomes leased, which began with M Porium in 2014 with the remaining accommodation planned as per the table below. Once leased, the rent is then grown at 10.00% per annum under the terms of a hypothetical lease which is common practice for commercial leases in Egypt, under the assumption that rental contracts will be in local currency. Different occupancy rates over the summer operational period have been applied depending on the nature of the store and the amount of accommodation available as follows:

Type 2014 (%)

2015 (%)

2016 (%)

2017 (%)

2018 (%)

2019 (%)

2020 (%)

2021 (%)

2022 (%)

2023 (%)

2024 (%)

2025 (%)

2026 (%)


(%)

M Porium

100 100 100 100 100 100 100 100 100 100 100 100 100 100

M Porium Phase 2

- 100 100 100 100 100 100 100 100 100 100 100 100 100

R1 - - - - - - - - 70 80 90 90 90 90

R2 - - - - - - - - 70 80 90 90 90 90

R3 - - - - - - - - - - 70 80 90 90

S1 - - - - - - - - - 70 80 90 90 90

A-112




Type 2014 (%)

2015 (%)

2016 (%)

2017 (%)

2018 (%)

2019 (%)

2020 (%)

2021 (%)

2022 (%)

2023 (%)

2024 (%)

2025 (%)

2026 (%)


(%)

S2 - - - - - - - - - - 70 80 90 90

Civic Center 2

- - - - - - - - 70 80 90 90 90 90

Civic Center 3

- - - - - - 70 80 90 90 90 90 90 90

We understand that a service charge is levied on the existing accommodation although we have considered it as neutral within the cash flow. We have made a 5.00% allowance based upon the net rent, for management fees and a 2.50% allowance, based upon the gross rent, for sales and marketing expenditure, to give the net income for the retail accommodation. We consider allowances at these levels to be reasonable for a retail scheme of this nature. A further annual allowance has been made for maintenance capital expenditure at 0.50% of the gross value of the investment properties, excluding land cost, which we consider to be reasonable for a scheme of this nature. In determining the exit value for the retail element of the subject property we have applied a blended exit yield of 12.00%. The exit yield applied has been based upon our opinion of yields as at the date of valuation which have then been adjusted taking into consideration the timing of the exit, the condition of the building at that time and also the likely occupancy rate at that time. Our exit date has been determined having regard to the date at which the majority of the retail accommodation becomes available to lease which is in 2024. On expiry of the initial lease, we would expect the occupiers to renew, dependant on the successfulness of the scheme, which would mean that a sale in 2032 would be attractive to potential purchasers looking to benefit from a product which is mature and benefitting from a good occupancy rate. Hotels Considering the proposed hotels, firstly we estimated the future revenue stream based upon the number of rooms, the average daily rate (ADR) and the occupancy rate. ADR’s as at the date of valuation were applied as follows:

Hotel ADR Number of

Rooms

Planned

Opening Date

H1 – Mega Beach Hotel 1,936 261 2024

H2 – Hotel including BCH renovation 1,760 252 2019

H3 – Marina Hotel 1,936 180 2022

H4 – Convention Centre Hotel 1,760 542 2024

H5 – Beach Hotel 1,936 250 2024

H6 – Golf Hotel 1,936 49 2018

H7 – Greek Village Hotel 1,760 350 2023

H8 – Wellness Hotel 1,936 150 2023

R1 – Boutique Hotel 990 50 2023

H9 – Hotel replacing Beach Club 2 1,936 140 2019

Verdi Hub 990 18 2017

Blanca Hub 990 18 2019

Alamein Hotel (Part of H1) 1,760 69 2015

A-113




The hotels are anticipated to have low initial occupancy rates in the region of 25.00% - 40.00% which are grown throughout the cash flow to reach a stabilised rate of 50.00 – 55.00%.

14 Yr 1

(%)

15 Yr 2

(%)

16 Yr 3

(%)

17 Yr 4

(%)

18 Yr 5

(%)

19 Yr 6

(%)

20 Yr 7

(%)

21 Yr 8

(%)

22 Yr 9

(%)

23 Yr 10 (%)

24 Yr 11 (%)

25 Yr 12 (%)

26 Yr 13 (%)

27 Yr 14 (%)

28 Yr 15 (%)

29 Yr 16 (%)

30 Yr 17 (%)

31 Yr 18 (%)

32 Yr 19 (%)

Stabilised Occupancy

Rate (%)

H1 0 0 0 0 0 0 0 0 0 0 37 40 42 45 47 50 50 50 50 50

H2 0 0 0 0 0 35 38 40 43 45 48 50 53 55 55 55 55 55 55 55

H3 0 0 0 0 0 0 0 0 40 43 45 48 50 50 50 50 50 50 50 50

H4 0 0 0 0 0 0 0 0 0 0 35 38 40 43 45 48 50 53 55 55

H5 0 0 0 0 0 0 0 0 0 0 35 38 40 43 45 48 50 50 50 50

H6 0 0 0 0 34 37 39 42 44 47 49 50 50 50 50 50 50 50 50 50

H7 0 0 0 0 0 0 0 0 0 33 36 38 41 43 46 48 51 53 55 55

H8 0 0 0 0 0 0 0 0 0 37 40 42 45 47 50 50 50 50 50 50

R1 0 0 0 0 0 0 0 0 0 35 38 40 43 45 48 50 53 55 55 55

H9 0 0 0 0 0 37 40 42 45 47 50 50 50 50 50 50 50 50 50 50

VH 0 0 0 25 28 30 33 35 38 40 43 45 48 50 50 50 50 50 50 50

BH 0 0 0 0 0 30 33 35 38 40 43 45 48 50 50 50 50 50 50 50

AH 32 35 37 40 42 45 47 50 50 50 - - - - - - - - - 50

In terms of non-room revenues we have included food and beverage revenue ranging between 35.00% and 50.00% of room revenue dependant on the rating of the hotel; other revenue (conference rooms, spa, banquet hall, etc) has been included at rate between 1.00% and 3.00% of room revenue, again dependant on the rating of the hotel. We set out below each revenue stream throughout the cash flow period as a percentage of total revenue:



Room Revenue 65%

Room Revenue 70%

F&B Revenue 33%

F&B Revenue 28%

Other Revenue 2%

Other Revenue 2%



Room Revenue 65%

Room Revenue 70%

F&B Revenue 33%

F&B Revenue 28%

Other Revenue 2%

Other Revenue 2%



Room Revenue 65%

Room Revenue 65%

F&B Revenue 33%

F&B Revenue 33%

Other Revenue 2%

Other Revenue 2%

A-114






Room Revenue 70%

Room Revenue 65%

F&B Revenue 28%

F&B Revenue 33%

Other Revenue 2%

Other Revenue 2%

R1 % of Total Revenue


Room Revenue 73%

Room Revenue 65%

F&B Revenue 25%

F&B Revenue 33%

Other Revenue 2%

Other Revenue 2%

Verdi Hub % of Total Revenue

Blanca Hub % of Total Revenue

Room Revenue 99%

Room Revenue 99%

F&B Revenue 0%

F&B Revenue 0%

Other Revenue 1%

Other Revenue 1%

Alamein % of Total Revenue

Room Revenue 71%

F&B Revenue 25%

Other Revenue 4%

Operating expenses including administration, payroll, energy and water have been deducted at a rate ranging between 35.00% and 60.00% of gross revenue, dependant on the rating of the hotel; FF&E reserve payments were deducted at 1.00% of gross revenue in Year 1, 2.00% in Year 2, 3.00% in Year 3 and 4.00% in Year 4; and management fees of 2.50% of gross revenue were then deducted to give a Net Operating Profit (NOP). The NOP for each hotel was then capitalized using an EBITDA multiple of 10 which we consider to be market facing. Other Throughout Marassi there are various other ancillary uses which have a revenue stream and can therefore be considered as part of the valuation. The revenue projections for these areas have been supplied by the Client and we can confirm that in our opinion the assumptions seem reasonable. Given the scale of the development and significant proportion of commercial uses on site, there are a number of staff accommodation buildings including residential apartments, staff hostel, administration buildings, nursery, services building and additional retail accommodation. Again, the Client has provided the revenue assumption for these buildings which we consider to be reasonable.

A-115




Construction Costs Construction costs for the scheme and the timing thereof have been provided by the Client. We would comment that the average build rates for the various asset classes appear to be reasonable; however, we are not qualified cost consultants. If further clarification surrounding the costs applied is required then we recommend appointing specialist cost consultant. We have been advised that construction costs are inclusive of a 5.00% contingency and an 8.00% annual escalation that is embedded in the cost. Outstanding construction costs for each element of the scheme are as follows:



Retail 387,525,518


Assets 635,913,879

South Land 312,644,216

Total 27,545,082,002

Taxation We have made an adjustment to reflect the liability of Income Tax payable on the income generated through the developments operations, alongside Capital Gains Tax payable upon a future sale. These taxes are levied by the Egyptian authorities at a rate of 22.50%. The scheme is tax exempt until the end of 2018. Finance Costs Our opinion of Market Value is stated gross of finance costs. Development schemes of this magnitude tend to be predominately funded by pre-sales. Furthermore any additional finance costs will be specific to a purchaser dependant on their financial position at the date of purchase and the relationship they have with lending institutions. Analysis The net cash flow has then been discounted annually to give a Net Present Value (NPV) or Market Value for the scheme. The discount rate applied has been calculated as follows:

Type of Risk Rate



Market Risk 1.00%

Specific Risk 1.50%

Total 15.92%

In our opinion a discount rate of 16.00% is reasonable for a property of this nature and is in line with the return that investors in the Egyptian property market would require. On this basis we consider the Market Value of the subject property to be in the region of EGP 8,916,797,613, which we have rounded to EGP 8,916,800,000. We include extracts from our cash flow as Appendix 3.3.

A-116





TOTAL

EGP 8,916,797,613 SAY

EGP 8,916,800,000 (Egyptian Pounds Eight Billion, Nine Hundred and Sixteen Million, Eight Hundred Thousand)

A-117





A-118





A-120

Marassi Apartments

Marassi Villa

A-121

Marassi Internal Waterway

Marassi Golf Course

A-122

Marassi M Porium

Marassi M Porium

A-123

Marassi Beach Club

Marassi Beach Club

A-124





A-125

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A-126




Appendix 3.4 – Development Timeline

A-127



Appendix 4 – Cairo Gate, Cairo-Alexandria Desert Road, Cairo, Egypt

A-129

Emaar Misr for Development S.A.E. Cairo Gate, Cairo-Alexandria Desert Road, Cairo, Egypt


4 Cairo Gate, Cairo-Alexandria Desert Road, Cairo, Egypt


4.1.1 Location The subject property is located close to Sheikh Zayed City approximately 19.00 kilometres west of Downtown Cairo. The location of the subject property in relation to the wider Cairo area can be seen on the plan below, with the subject property indicated by the red dot for identification purposes only:


The subject property is well located off the Cairo-Alexandria Desert Road, prior to the toll station, which

provides good access to surrounding areas and landmarks which are located as follows:

Location Distance from Cairo Gate

(km)

Giza 17.00

Nasr City 29.00

New Cairo 31.00

Cairo Airport 35.00

Cairo Gate is located on the south side of the Cairo-Alexandria Desert Road opposite Dandy Mall, adjacent to the not yet operational, Park Avenue Mall, and to the southeast of Smart Village and next to the 26th July Corridor.

A-130



The location of the subject property in relation to Sheikh Zayed City can be seen on the plan below, with the subject property indicated by the red dot for identification purposes only:


The area surrounding the land of the subject property is characterised by a variety of commercial and administrative projects, including Dandy Mall, Smart Village and Damac’s Park Avenue Mall development. The location of the subject property in relation to its immediate surrounds can be seen on the plan below, with the subject property indicated, for identification purposes only:


We have been provided with a copy of the site plan and understand its boundaries to be as follows:

A-131




The demarcated areas outlined above can be referenced to the table below:

Plot Map Reference Gross Area (sq m)

Plot One Blue 244,790

Plot Two Yellow 327,950

Plot Three Purple 109,200

Contact (Separate Ownership) Red 8,475

Artoc Group (Separate Ownership) Pink 8,400

Dalia Fahmy (Separate Ownership) Brown 46,200

4.1.2 Description The subject property comprises three adjacent plots of raw land, known as the Arab Contractors plot (Plot One), the Commercial International Bank plot (Plot Two) and the Aida Abdel Nasser and Daughters plot (Plot Three), which are allocated by the Municipality for agricultural and industrial storage uses. Plot One totals some 244,790 sq m and is designated for industrial storage use. Within this plot, however, we are advised that some 18,750 sq m is not owned by the Company and has been expropriated for public use pursuant to Prime Minister decree number 1142/1994. We are advised that this deduction is stipulated in the agreement. The gross area boundaries can be found on the previous plan, demarcated in blue. Plot Two totals some 327,950 sq m and is designated for agricultural use. Within this plot, however, we are advised that some 15,150 sq m is not owned by the Company and has been allocated for a public road. We

A-132



are advised that this is stipulated in the agreement, subject to an increase or decrease, if the allocated area is amended. The gross area boundaries can be found on the previous plan, demarcated in yellow. Plot Three totals some 109,200 sq m and is designated for agricultural use. Within this plot, however, we are advised that some 46,200 sq m is not owned by the Company and is owned and in the possession of a third party, Dalia Fahmy, pursuant to a final contract validity judgment. We have not been provided with details on the demise or boundaries not under ownership. The gross area boundaries can be found on the previous plan, demarcated in purple. In addition, we are advised that the total land area owned by the Company is subject to a further deduction pursuant to Prime Minister decree number 1702/2010, expropriating an area of four feddans for the works required to convert the Cairo/Alexandria Road to a freeway. We are advised that this decree has not been enforced and was waived by the Roads and Bridges Authority; however, the decree was not amended or repealed. Accordingly, we are advised that the land is legally expropriated for public use at this date. Currently scrub lands, the land plots forming the subject property have no construction in place at present, with the exception of a small structure at the entrance of Plot Two. The land is fully paved and does not require any site grading works.

4.1.3 Development Plan We understand that the Company is currently seeking to purchase the land plots currently owned by Dalia Family. If purchased there are plans to develop a mixed-use scheme comprising retail, residential, hospitality and entertainment uses, should planning permission be granted for a change of use from agricultural and industrial storage to mixed-use. At present, however, planning permission has not been granted. The planning permission and legal rationing of the land status will be subject to additional costs due to Government agencies.

4.1.4 Site The subject property comprises three elements forming an irregular shaped site with approximate individual areas as follows:

Plot Current Permitted Use Gross Land Area

(sq m)

Deductions

(sq m)

Net Land Area

(sq m)

Plot One Industrial Storage 244,790 (18,750) 226,040

Plot Two Agriculture 327,950 (15,150) 312,800

Plot Three Agriculture 109,200 (46,200) 63,000

Total Area Deduction N/A N/A (18,550) (18,550)

Total 681,940 (98,650) 583,290

4.1.5 Environmental Matters We have been instructed not to make any investigations in relation to the presence or potential presence of contamination in land or buildings, and to make an Assumption that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out any investigation into past uses, either of the property or any adjacent land, to establish whether there is any potential for contamination from such uses or sites and have, therefore, made an Assumption that none exists. Commensurate with our Assumptions set out above we have not made any allowance in the valuation for any effect in respect of actual or potential contamination of land or buildings.

A-133



In practice, purchasers in the property market do not make such an assumption about contamination and a purchaser of the property may require appropriate investigations to be made so as to assess any risk before completing a transaction. We have no basis upon which to assess the reasonableness of this Assumption. If it were to prove invalid then the value would fall by an unspecified amount.


4.1.7 Tenure We have not been provided with a copy of the title deeds for the subject property. We have assumed that the property is held freehold, free from rent charge, restriction as to use, title or occupation and free from any other restriction which may affect value. It should be noted that planning permission and legal rationing of the land status will be subject to additional costs due to Government agencies. We recommend that the title deeds are reviewed and verified by your solicitors.

4.1.8 Tenancies The subject property is vacant at present.


4.2.1 Valuation Methodology In formulating our opinion of Market Value, DTZ has employed the comparable method of valuation. The comparable method of valuation is deemed an appropriate method for determining the value of raw land plots. Having regards to comparable transactions across the Greater Cairo Area, we have applied individual land rates to the net areas of the individual plots, based upon the planning permissions currently in place. Given the location of the subject property and the surrounding mixed-use developments, namely Dandy Mall, Park Avenue Mall and Smart City, we would assume that a change of use to mixed-use would likely be granted over the entire site. We are of the opinion that a potential purchaser would take this into account when making a purchase decision. The additional costs that the Company estimates to be paid to the Governmental/Regulatory authorities in connection with obtaining planning permission for a mixed-use development is estimated at EGP 450 per sq m, to be repaid over a period of eight years. In our opinion, a conversion cost of EGP 450 per sq m seems extremely high. We would expect them to be in the region of 5.00% of land value. Given the uncertainty surrounding the designation of the various land plots our opinion of Market Value is stated gross of any planning costs there might be.

A-134



We set out below a table outlining the land rate applied to the subject property:

Plot Use Gross Land Area

(sq m)

Net Land Area

(sq m)

Land Rate

(EGP per sq m)

Cairo Gate Mixed-Use 602,040 583,290 1,600

Total 602,040 583,290

We have been asked to provide our opinion of Market Value on the special assumption that the land area of 18,550 sq m is expropriated for public use and the Market Value on the special assumption that the land area of 18,550 sq m will not be expropriated for public use. We set out below our Market Value for each special assumption:

Special Assumption Market Value (EGP) Rounded Market Value (EGP)

Market Value on the special assumption

that the land area of 18,550 sq m is

expropriated for public use.

933,264,000 933,260,000

Market Value on the special assumption

that the land area of 18,550 sq m will

not be expropriated for public use.

962,944,000 962,940,000

Our opinions of Market Value under these special assumptions are stated gross of any planning costs which may be incurred in the future by a purchaser.

4.3 VALUATION CERTIFICATION

4.3.1 Market Value on the special assumption that the land area of 18,550 sq m is expropriated for public use

We are of the opinion that the Market Value on the special assumption that the land area of 18,550 sq m is expropriated for public use, of the freehold interest in the property as described herein, as at 31 December 2014, subject to the assumptions and comments in this Valuation Report and the Appendices is:-

TOTAL

EGP 933,264,000 SAY

EGP 933,260,000 (Egyptian Pounds Nine Hundred and Thirty Three Million, Two Hundred and Sixty Thousand)

A-135



4.3.2 Market Value on the special assumption that the land area of 18,550 sq m will not be expropriated for public use

We are of the opinion that the Market Value on the special assumption that the land area of 18,550 sq m will not be expropriated for public use, of the freehold interest in the property as described herein, as at 31 December 2014, subject to the assumptions and comments in this Valuation Report and the Appendices is:-

TOTAL

EGP 962,944,000 SAY

EGP 962,940,000 (Egyptian Pounds Nine Hundred and Sixty Two Million, Nine Hundred and Forty Thousand

A-136

THE COMPANY

Emaar Misr for Development S.A.E.Cairo, Mokattam 11571

Egypt

PRINCIPAL SHAREHOLDER

Emaar Properties PJSCP.O.Box 9440

DubaiUnited Arab Emirates

JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS

EFG Hermes Promoting and Underwriting J.P. Morgan Securities plcBuilding No. B129, Phase 3, Smart Village 25 Bank Street

Km 28 Cairo Alexandria Desert Road London E14 5JP6 October 12577 Egypt United Kingdom

LEAD MANAGER

Emirates Financial Services PSCEmirates NBD Head Office Building

Baniyas Road, P.O. Box No. 777Deira, Dubai

United Arab Emirates

LEGAL ADVISERS TO THE COMPANY

As to U.S. law and English law As to Egyptian law As to Egyptian lawShearman & Sterling LLP Shalakany Law Office Matouk Bassiony

Etihad Towers 12 El Marashly St. 12 Mohamed Ali Genah21st Floor, Office Tower 3 Zamalek Al Bergas, Garden City

Corniche Road Cairo 11211 Qasr an NileAbu Dhabi Egypt Cairo 11451

United Arab Emirates Egypt

LEGAL ADVISERS TO THE MANAGERS

As to U.S. law and English law As to Egyptian lawWhite & Case LLP Zulficar & Partners Law Firm5 Old Broad Street Nile City Building

London EC2N 1DW South Tower, Eighth FloorUnited Kingdom 2005 A Corniche El Nil

Cairo 11221Egypt

AUDITORSAllied for Accounting & Auditing

P.O. Box 20 KattameyaRama Tower

Ring Road, Zone #10AKattameya, Cairo

Egypt

1JUN201505294162

Merrill Corporation Ltd, London15ZBN13401

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