IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer appliesto the attached offering memorandum (the attached document) and you are therefore advised to read thisdisclaimer carefully before reading, accessing or making any other use of the attached document. Inaccessing the attached document, you agree to be bound by the following terms and conditions, includingany modifications to them from time to time, each time you receive any information from us as a result ofsuch access. You acknowledge that this electronic transmission and the delivery of the attached documentis confidential and intended only for you and you agree not to forward, reproduce, copy, download orpublish this electronic transmission or the attached document (electronically or otherwise) to any otherperson.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIESFOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT ISUNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BEREGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIESACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHERJURISDICTION OF THE UNITED STATES OR IN ANY OTHER JURISDICTION AND, SUBJECTTO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISETRANSFERRED IN THE UNITED STATES.

Confirmation of your representation: By accepting electronic delivery of the attached document, you aredeemed to have represented to Emirates Financial Services PSC (EFS), Goldman Sachs International(Goldman Sachs), HSBC Bank Middle East Limited (HSBC and together with EFS and Goldman Sachs, theJoint Global Coordinators), EFG—Hermes UAE Limited (EFG and together with the Joint GlobalCoordinators, the Joint Bookrunners), SHUAA Capital psc (SHUAA Capital and together with the JointBookrunners, the Managers) and Dubai Parks and Resorts PJSC (under incorporation) (the Company)that (i) you are acting on behalf of, or you are, an institutional investor outside the United States (asdefined in Regulation S under the Securities Act) (ii) if you are in the United Kingdom (UK), you are aRelevant Person (as defined under ‘‘Subscription and sale—Selling restrictions—United Kingdom’’ in theattached document); (iii) if you are in any member state of the European Economic Area (the EEA) otherthan the UK, you are a Qualified Investor (as defined in the Prospectus Directive); (iv) the securitiesacquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor havethey been acquired with a view to their offer or resale to, any person in circumstances which may give riseto an offer of any securities to the public other than their offer or resale in any member state of the EEAwhich has implemented the Prospectus Directive to Qualified Investors; and (v) if you are outside theUnited States, UK and EEA (and the electronic mail addresses that you gave us and to which the attacheddocument has been delivered is not located in such jurisdictions), you are a person into whose possessionthe attached document may lawfully be delivered in accordance with the laws of the jurisdiction in whichyou are located.

The attached document has been made available to you in an electronic form. You are reminded thatdocuments transmitted via this medium may be altered or changed during the process of electronictransmission and consequently none of the Company, the Managers or any of their respective affiliates,directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of anydifference between the attached document distributed to you in electronic format and any hard copyversion. By accessing the attached document, you consent to receiving it in electronic form. A hard copy ofthe attached document will be made available to you only upon request.

You are reminded that the attached document has been made available to you solely on the basis that youare a person into whose possession the attached document may be lawfully delivered in accordance withthe laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver theattached document, electronically or otherwise, to any other person.

Restriction: Nothing in this electronic transmission constitutes, nor 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 or any of their respective affiliates, or any of their respective directors, officers,employees or agents, accepts any responsibility whatsoever for the contents of the attached document orfor any statement made or purported to be made by it, or on its behalf, in connection with the Company orthe Qualified Institutional Offering (as defined in the attached document). The Managers and any of theirrespective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwisewhich they might otherwise have in respect of the attached document or any such statement.

No representation or warranty, express or implied, is made by any of the Managers or any of theirrespective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of theinformation set out in the attached document.

The Managers are acting exclusively for the Company and no one else in connection with the QualifiedInstitutional Offering (as defined in the attached document). They will not regard any other person(whether or not a recipient of the attached document) as their client in relation to the QualifiedInstitutional Offering and will not be responsible to anyone other than the Company for providing theprotections afforded to their clients, nor for giving advice in relation to the offer or any transaction orarrangement referred to herein.

You are responsible for protecting against viruses and other destructive items. Your receipt of theattached document via electronic transmission is at your own risk and it is your responsibility to takeprecautions to ensure that it is free from viruses and other items of a destructive nature.

10NOV201409501269

OFFERING MEMORANDUM DATED 17 NOVEMBER 2014 CONFIDENTIALNOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

DUBAI PARKS AND RESORTS PJSC(a public joint stock company under incorporation in the Emirate of Dubai, United Arab Emirates, pursuant to

Federal Law No. 8 of 1984 concerning commercial companies, as amended)

Offering of 2,528,731,083 ordinary sharesOffer Price: AED 1.01 per ordinary share

2,528,731,083 ordinary shares with a nominal value of AED 1.00 each (the Shares) of Dubai Parks and Resorts PJSC, acompany under incorporation under the laws of the UAE, (the Company) are being offered by the Company in thisoffering (the Offering), at an offer price of AED 1.01 per Share, which includes AED 0.01 per Share in offer costs (theOffer Price).

The Offering comprises an offering of Shares (i) outside the United States to institutional investors in reliance onRegulation S (Regulation S) under the US Securities Act of 1933, as amended (the Securities Act) (the InternationalOffering), (ii) in the Dubai International Financial Centre (the DIFC) only as an Exempt Offer pursuant to the MarketsRules Module of the Dubai Financial Services Authority (DFSA) Rulebook (the Exempt Offer, and together with theInternational Offering, the Qualified Institutional Offering) and (iii) in the United Arab Emirates (the UAE) (A) tonatural persons who are citizens of any country (with the exception of persons located in the United States as defined inthe Securities Act), (B) to juridical persons and (C) in accordance with Article 80 of UAE Federal Law No. 8 of 1984regarding Commercial Companies (as amended), to the Emirates Investment Authority (EIA) (the UAE Offer). Theoffer of Shares under this Offering Memorandum relates only to the Qualified Institutional Offering. The QualifiedInstitutional Offering will comprise up to 60 per cent. of the Shares. The UAE Offer (including the offer to the EIA) willcomprise a minimum of 40 per cent. of the Shares. The Offering is subject to the full subscription of all the Sharesincluding the subscription of the UAE Offer to a minimum of 40 per cent. of the Shares.

Prior to the Offering, there has been no public market for the ordinary shares of the Company (the Ordinary Shares).The Company has applied for the Ordinary Shares to be listed on the Dubai Financial Market (the DFM) and to list theOrdinary Shares on the DFM under the symbol ‘‘DUBAIPARKS’’ (the Admission). There will be no conditionaldealings in the Ordinary Shares prior to Admission. It is expected that Admission will become effective and that dealingsin the Ordinary Shares will commence on the DFM on or about 10 December 2014 (the Closing Date).

Investing in the Shares involves significant risks. See ‘‘Risk factors’’ beginning on page 24.

The Shares have not been and will not be registered under the Securities Act and, subject to certain limited exceptions,may not be offered or sold within the United States. The Shares are being offered and sold outside the United States inreliance on Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of theShares and the distribution of this Offering Memorandum, see ‘‘Subscription and sale’’ and ‘‘Transfer restrictions’’.

The Shares are offered pursuant to the Qualified Institutional Offering by the Joint Bookrunners named herein when, asand if delivered to, and accepted by, the Joint Bookrunners and subject to their right to reject orders in whole or in part.Purchasers will be required to make full payment for the Shares to the Joint Bookrunners for receipt by the JointBookrunners on or prior to 2:00pm (UAE time) on 30 November 2014 (unless otherwise agreed with the JointBookrunners), and delivery of the Shares is expected to be made on the Closing Date through the book-entry facilitiesoperated by the DFM.

The Securities and Commodities Authority of the UAE (the SCA) and the DFM take no responsibility for the contents ofthis Offering Memorandum, make no representations as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this OfferingMemorandum.

DIFC Exempt Offer Statement: This Offering Memorandum relates to an Exempt Offer in accordance with the DFSARulebook. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, orrelied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connectionwith Exempt Offers. The DFSA has not approved this Offering Memorandum nor taken steps to verify the information setout in it and has no responsibility for it. The securities to which this Offering Memorandum relates may be illiquid and/orsubject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own duediligence on the securities. If you do not understand the contents of this Offering Memorandum, you should consult anauthorised financial adviser.

Joint Global Coordinators and Joint Bookrunners

Emirates Financial Services PSC Goldman Sachs International HSBC Bank Middle East Limited

Joint Bookrunner

EFG—Hermes UAE Limited

Co-Manager

SHUAA Capital psc

IMPORTANT INFORMATION

This Offering Memorandum does not constitute or form part of any offer or invitation to sell or issue, or anysolicitation of any offer to purchase or subscribe for, any securities other than the Shares or any offer orinvitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, Shares by any personin any circumstances in which such offer or solicitation is unlawful.

Recipients of this Offering Memorandum are authorised solely to use this Offering Memorandum for thepurpose of considering the acquisition of the Shares, and may not reproduce or distribute this OfferingMemorandum, in whole or in part, and may not disclose any of the contents of this Offering Memorandumor use any information herein for any purpose other than considering an investment in the Shares.Recipients of this Offering Memorandum agree to the foregoing by accepting delivery of this OfferingMemorandum.

Prior to making any decision as to whether to invest in the Shares, prospective investors should read thisOffering Memorandum in its entirety and, in particular, the section titled ‘‘Risk factors’’ when consideringan investment in the Company. In making an investment decision, each investor must rely on its ownexamination, analysis and enquiry of the Company and the terms of the Offering, including the merits andrisks involved and each investor also acknowledges that: (i) it has not relied on the Managers or any personaffiliated with the Managers in connection with any investigation of the accuracy of any informationcontained in this Offering Memorandum or its investment decision; and (ii) it has relied only on theinformation contained in this Offering Memorandum. No person has been authorised to give anyinformation or make any representations other than those contained in this Offering Memorandum and, ifgiven or made, such information or representations must not be relied on as having been authorised by theCompany or the Managers. Neither the delivery of this Offering Memorandum nor any subscription or salemade under it shall, under any circumstances, create any implication that there has been no change in theaffairs of the Company since the date of this document or that the information in it is correct as of anysubsequent time.

None of the Company or the Managers or any of their respective representatives makes any representationto any prospective investor of the Shares regarding the legality of an investment in the Shares by suchprospective investor under the laws applicable to such prospective investor. The contents of the OfferingMemorandum are not, and should not be construed as, legal, financial or tax advice. Each prospectiveinvestor should consult his, her or its own legal, business, financial or tax adviser for legal, business,financial or tax advice applicable to an investment in the Shares.

No person has been authorised to give any information or make any representation other than thosecontained in this document and, if given or made, such information or representation must not be reliedupon as having been so authorised. Neither the delivery of this document nor any subscription or salemade hereunder shall, under any circumstances, create any implication that there has been no change inthe affairs of the Company since the date of this document or that the information in this document iscorrect as of any time subsequent to the date hereof.

The Company accepts responsibility for the information contained in this Offering Memorandum, and hastaken all reasonable care to ensure that the information contained in this Offering Memorandum is, to thebest of the Company’s knowledge, in accordance with the facts and contains no omissions likely to affect itsimport.

None of the Company or the Managers accepts any responsibility for the accuracy or completeness of anyinformation reported by the press or other media, nor the fairness or appropriateness of any forecasts,views or opinions expressed by the press or other media, regarding the Offering or the Company. None ofthe Company or the Managers makes any representation as to the appropriateness, accuracy, completenessor reliability of any such information or publication.

Emirates Financial Services PSC (EFS), Goldman Sachs International (Goldman Sachs) and HSBC BankMiddle East Limited (HSBC) have been appointed as joint global co-ordinators and joint bookrunners(collectively, the Joint Global Coordinators), EFG—Hermes UAE Limited (EFG and together with theJoint Global Coordinators, the Joint Bookrunners) has been appointed as a joint bookrunner, andSHUAA Capital psc has been appointed as co-manager (together with the Joint Bookrunners, theManagers). Goldman Sachs and HSBC are each authorised by the Prudential Regulation Authority andregulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UnitedKingdom. The Managers are acting exclusively for the Company and no one else in connection with theQualified Institutional Offering, will not regard any other person (whether or not a recipient of this

i

Offering Memorandum) as a client in relation to the Qualified Institutional Offering and will not beresponsible to anyone other than the Company for providing the protections afforded to their respectiveclients, nor for giving advice in relation to the Qualified Institutional Offering or any transaction orarrangement referred to in this document. The Managers and any of their respective affiliates may haveengaged in transactions with, and provided various investment banking, financial advisory and otherservices for, the Company for which they would have received customary fees.

In connection with the Offering, the Managers and any of their respective affiliates, acting as investors fortheir own accounts, may subscribe for and/or acquire Shares, and in that capacity may retain, purchase,sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of theCompany or related investments in connection with the Offering or otherwise. Accordingly, references inthis document to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in shouldbe read as including any issue or offer to, or subscription, acquisition, dealing or placing by, the Managersand any of their affiliates acting as investors for their own accounts. In addition, certain of the Managers ortheir affiliates may enter into financing arrangements (including swaps) with investors in connection withwhich such Managers (or their affiliates) may from time to time acquire, hold or dispose of Shares. Noneof the Managers intends to disclose the extent of any such investments or transactions otherwise than inaccordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Managers underthe regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatoryregime would be illegal, void or unenforceable, none of the Managers accepts any responsibilitywhatsoever for, or makes any representation or warranty, express or implied, as to, the accuracy,completeness or verification of the contents of this Offering Memorandum or for any other statementmade or purported to be made by it, or on its behalf, in connection with the Company, the Shares or theOffering and nothing in this Offering Memorandum will be relied upon as a promise or representation inthis respect, whether as to the past or future. Each of the Managers accordingly disclaims all and anyresponsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which itmight otherwise have in respect of this Offering Memorandum or any such statement.

The Offering relates to securities of a UAE public joint stock company to be listed on the DFM andpotential investors should be aware that this Offering Memorandum and any other documents orannouncements relating to the Offering have been or will be prepared solely in accordance with thedisclosure requirements applicable to a public joint stock company established in the UAE and listed onthe DFM, all of which may differ from those applicable in any other jurisdiction.

NOTICE TO INVESTORS

The Shares are subject to transfer restrictions in certain jurisdictions. Prospective purchasers should readthe restrictions described in the section ‘‘Transfer restrictions’’. Each purchaser of the Shares will be deemedto have made the relevant representations described therein.

The distribution of this document and the offer of the Shares in certain jurisdictions may be restricted bylaw. No action has been or will be taken by the Company or the Managers to permit a public offering ofthe Shares or to permit the possession or distribution of this document (or any other offering or publicitymaterials relating to the Shares) in any jurisdiction where action for that purpose may be required, otherthan the UAE. Accordingly, neither this document nor any advertisement or any other offering materialmay be distributed or published in any jurisdiction except under circumstances that will result incompliance with any applicable laws and regulations. Persons into whose possession this document comesshould inform themselves about and observe any such restrictions. Any failure to comply with theserestrictions may constitute a violation of the securities laws of any such jurisdiction. For furtherinformation on the manner of distribution of the Shares, and the transfer restrictions to which they aresubject, see ‘‘Transfer restrictions’’.

In particular, save for the UAE, no action has been taken to allow for a public offering of the Shares underthe applicable securities laws of any other jurisdiction, including Australia, Canada, the EEA, Japan or theUnited States. This Offering Memorandum does not constitute an offer of, or the solicitation of an offer tosubscribe for or buy any of, the Shares in any jurisdiction where it is unlawful to make such offer orsolicitation.

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NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

The Shares are being offered and sold outside the United States in reliance on Regulation S. For adescription of these and certain further restrictions on offers, sales and transfers of the Shares and thedistribution of this Offering Memorandum, see ‘‘Subscription and sale’’ and ‘‘Transfer restrictions’’.

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TABLE OF CONTENTS

Page

Presentation of financial and other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Capitalisation and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42Market overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Business of the group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88Principal shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91Description of share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92Material contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99UAE taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114Subscription and sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115Transfer restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122Settlement and delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124Independent accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126Historical Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1Financial projections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P-1

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We are a recently incorporated company engaged in a major construction project (the Project) whichinvolves the development of Dubai Parks and Resorts, a multi-themed leisure and entertainmentdestination that will offer 73 attractions in three separate theme parks, a four star resort hotel (to beknown as Hotel Lapita) and Riverpark, a complementary and centrally located retail, dining andentertainment district connecting the three theme parks and hotel. The Project was initiated by ourfounding shareholder, Meraas Holding LLC (Meraas Holding) through its subsidiary and our directparent, Meraas Leisure and Entertainment LLC (Meraas Leisure).

HISTORICAL FINANCIAL INFORMATION

Our special purpose combined financial statements as at and for the following periods:

• the period from 11 July 2012 (our date of incorporation) to 31 December 2012;

• the year ended 31 December 2013; and

• the eight months ended 31 August 2014,

(the Historical Financial Information) have been included in this Offering Memorandum, beginning onpage F-1. The Historical Financial Information includes the financial performance, assets and liabilities ofthe Company and its subsidiaries and, save as noted below, has been prepared in accordance with therequirements of International Financial Reporting Standards (IFRS) as issued by the InternationalAccounting Standards Board. As the Company and its subsidiaries did not constitute a legal groupthroughout the periods covered by the Historical Financial Information, the Historical FinancialInformation has been prepared on a basis that combines the results and assets and liabilities of theCompany and entities that are now subsidiaries of the Company from 11 July 2012 to 31 August 2014 andfor the special purpose of obtaining a listing on the DFM. IFRS does not provide for the preparation ofspecial purpose combined financial statements and therefore the Historical Financial Information does notcomply with the requirements of IFRS 10 Consolidated Financial Statements, although the principlesunderlying IFRS 10 have been applied in preparing the Historical Financial Information. See furthernote 3 to the Historical Financial Information under the heading ‘‘Basis of preparation’’.

The Historical Financial Information has been audited in accordance with International Standards onAuditing by Deloitte & Touche (M.E.) (Deloitte) whose unqualified audit report appears on pages F-3 andF-4.

The Historical Financial Information is likely to be of limited relevance when assessing our future businessprospects. We were incorporated as a limited liability company on 11 July 2012 and, to date, our businesshas principally comprised the development of the Project. As a result, we have not yet earned any revenueor recorded any significant expenses, other than capital expenditure in relation to the Project which wehave incurred in significant amounts. We do not expect to earn significant revenue at least until the Projecthas been completed, which is expected to occur before the end of the third quarter of 2016, see‘‘Projections’’ below.

PROJECTIONS

This Offering Memorandum contains projected consolidated balance sheet, income statement and cashflow information:

• as at, and for the four months ended, 31 December 2014; and

• as at, and for each of the years ended, 31 December 2015, 2016, 2017, 2018 and 2019.

This information is referred to as the Projections and comprises:

• capital expenditure and other pre-operating expenses to be incurred as the Project progresses tocompletion up to the end of the third quarter of 2016 (the Pre-opening Period), which have beenprepared by the Company based on its internal budgets. See ‘‘Business of the group—Project costs andfunding—Project costs’’ for a breakdown of the Company’s budgeted capital expenditure to complete theProject; and

• projections relating to the period from which Dubai Parks and Resorts becomes operational in thefourth quarter of 2016 (the Post-opening Period), which have been prepared by

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PricewaterhouseCoopers, as technical expert (the Technical Expert) based on a detailed financial model(the Financial Model) which the Technical Expert also prepared.

The presentation of the Projections in this Offering Memorandum reflects an IFRS presentation and, tothat extent, differs from the presentation of the Projections in the Feasibility Study (as defined below).

The Financial Model utilises both overarching and specific assumptions (together, the Assumptions)regarding key inputs to the Project, including:

Overarching assumptions

• the UAE and Dubai will demonstrate healthy gross domestic product (GDP) growth and attain thetargets set out in the Ruler of Dubai’s Tourism Vision 2020 (Dubai Tourism Vision 2020) and willcontinue to be a strong tourist destination beyond that;

• the Project will be successfully completed and Dubai Parks and Resorts will be opened on schedulebefore the end of the third quarter of 2016; and

• Dubai Parks and Resorts will have high quality, well-managed world class operations.

Specific assumptions

• the number of visits (being each entry by a visitor, with a visitor able to make more than one visit in aspecified period) to each of the three theme parks comprised within the Project, based on addressablemarket and theme park penetration assumptions;

• ticket prices, based on assumptions in relation to ticket packages and non-admission spend for each ofthe theme parks;

• the revenue per available room at the hotel, based on estimated rack rates, yields and occupancy figures;

• the gross leasable area and lease rates for Riverpark;

• key cost items such as staff expenses, cost of goods sold, marketing costs and maintenance;

• reinvestment capital expenditure;

• growth rates for each of the assumptions above; and

• other specific assumptions provided by the Company (for further detail, see ‘‘Financial projections—Assumptions’’).

The Technical Expert’s advice, including detailed work related to the Assumptions, is contained in a reportdated 29 October 2014 entitled ‘‘Dubai Parks & Resorts Feasibility Study Report’’ (the Feasibility Study)which was delivered to the Company in contemplation of the Offering and has been filed with the SCA inconnection with the listing of the Ordinary Shares on the DFM. For more information on the Assumptionsand the methodology of preparing the Assumptions used in the Feasibility Study, see ‘‘Financialprojections—Assumptions’’.

The Projections, which appear under the heading ‘‘Financial projections’’ beginning on page P-1 have notbeen reviewed or audited by any independent third party.

In connection with the UAE Offer, the Company engaged Deloitte to perform certain procedures relatingto the Projections. Deloitte conducted its work in accordance with the procedures specified byInternational Standard on Assurance Engagements 3000, Assurance Engagement Other than Audits orReviews of Historical Financial Information, which included evaluating the basis for compilation of theProjections, considering whether they have been properly compiled based upon the Assumptions andensuring that the accounting policies used are in accordance with IFRS. In connection with thatengagement, Deloitte issued a report that the Projections have been properly compiled based upon theAssumptions and the basis of accounting used is consistent with IFRS, which has been included in theprospectus for the UAE Offer (the UAE Prospectus).

The Company’s capital expenditure and pre-operating expense budgets and the Assumptions are a criticalcomponent underpinning the Projections. While the Company believes that both its capital expenditureand pre-operating expense budgets and the Assumptions are reasonable, you should expect that actualperformance will vary from the Projections, reflecting (i) the fact that the Company’s budgets and theAssumptions used are inherently uncertain and may not be borne out over the full period of the

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Projections and (ii) the fact that unanticipated unusual or non-recurring events may occur which have notbeen reflected in the Projections but which could have a material effect on them. Accordingly, theinclusion of the Projections in this document should not be regarded as a representation by the Company,the Technical Expert, the Managers or any other person that the results contained in the Projections will beachieved. You are cautioned not to place undue reliance on the Projections or any information derivedfrom them and you should make your own independent assessment of our likely future results ofoperations, cash flows and financial condition. See ‘‘Risk factors—Risk factors relating to the Project and ourfuture business—This Offering Memorandum contains projections of our future results which are unlikely toprove accurate over time’’.

In various places in this Offering Memorandum, we have referred to projected capital expenditure orprojected revenue figures and projected numbers and length of visits to Dubai Parks and Resorts. All suchprojected numbers, to the extent that they relate to the Pre-opening Period, are based on the Company’sinternal budgets and, to the extent that they refer to the Post-opening Period, have been extracted from theFeasibility Study. You should be aware of the limitations associated with the Projections, the Company’sinternal budgets and the Assumptions when considering this information.

NON-IFRS INFORMATION

We have included with the Projections certain measures that are not measures defined by IFRS, namelytwo EBITDA measures. We determine EBITDA for these purposes by adding back our projected interest,depreciation and amortisation and end of service benefit costs to our projected net profit. In addition, weseparately present EBITDA before operator fees by adding back our projected operator fees.

Information regarding EBITDA is sometimes used by investors to evaluate the efficiency of a company’soperations and its ability to employ its earnings toward repayment of debt, capital expenditures andworking capital requirements. EBITDA alone does not provide a sufficient basis to compare our projectedperformance with that of other companies and should not be considered in isolation or as a substitute foroperating income or any other measure as an indicator of operating performance or as an alternative tocash generated from operating activities as a measure of liquidity. In addition, these measures should notbe used instead of, or considered as an alternative to, our historical financial results. We have presentedthese non-IFRS measures because we believe it may be helpful to investors and financial analysts inhighlighting projected trends in our overall business. Our presentation of EBITDA should not beconstrued as an implication that our future results will be unaffected by unusual or non-recurring items.

You should note that some of the limitations of using EBITDA as a financial measure are that:

• it does not reflect our cash expenditures or future requirements for capital expenditure or contractualcommitments;

• it does not reflect changes in, or cash requirements for, our working capital needs; and

• although depreciation and amortisation are non-cash charges, the assets being depreciated andamortised will often have to be replaced in the future, and EBITDA does not reflect any cashrequirements for such replacement.

CURRENCY PRESENTATION

Unless otherwise indicated, all references in this document to:

• dirham or AED are to the lawful currency of the United Arab Emirates; and

• US dollars or U.S.$ are to the lawful currency of the United States.

The Historical Financial Information and the Projections have been expressed in dirham. Our functionalcurrency is the dirham and we prepare our financial statements in dirham.

The dirham has been pegged to the US dollar since 22 November 1980. The mid-point between the officialbuying and selling rates for the dirham is at a fixed rate of AED 3.6725 = U.S.$1.00 and all translations ofdirham numbers to US dollars in this Offering Memorandum have been made at that rate or at suchapproximations thereof.

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ROUNDING

Certain data in this Offering Memorandum, including historical and projected financial information as wellas statistical and operating information, has been rounded. As a result of the rounding, the totals of datapresented in this Offering Memorandum may vary slightly from the actual arithmetic totals of such data.

DEFINITIONS

Unless the context otherwise requires, all references in this Offering Memorandum to:

• the Company are to Dubai Parks and Resorts PJSC and all references in this Offering Memorandum towe, our, us and the group refer, collectively, to the Company and its subsidiaries shown in the structurechart under ‘‘Business of the group—Group organisational structure and founder—Organisationalstructure’’;

• attractions in the context of our theme parks include thrill and other rides, shows and children’s playareas. In the case of LEGOLAND Dubai, we consider Miniland to be a single attraction although ouroperator considers that it constitutes 10 separate attractions, reflecting its 10 individual clusters. Inaddition, we have not yet finalised the number of attractions in the waterpark that will form part ofLEGOLAND Dubai, although we currently expect there to be 10 attractions in the waterpark. We havenot included the expected waterpark attractions in either the 30 stated LEGOLAND Dubai theme parkattractions or the 73 stated total attractions for Dubai Parks and Resorts;

• Bollywood Parks are references to our Bollywood Parks theme park. Bollywood Parks is a registered trademark and all references to it should be read in that context as references to Bollywood Parks�;

• our founder or Meraas are to Meraas Holding and its subsidiaries;

• Hotel Lapita are references to our four star resort hotel. We have registered Lapita as a trade mark and allreferences to it should be read in that context as references to Lapita�;

• LEGOLAND and LEGO should be read as references to LEGOLAND� and LEGO�. These are trademarks licensed to us to use in connection with our LEGOLAND Dubai theme park;

• LEGOLAND Dubai are references to our LEGOLAND Dubai theme park and should be read as areference to LEGOLAND� Dubai;

• motiongate are references to our motiongate theme park. We have registered motiongate as a trademark and all references to it should be read in that context as references to motiongate�; and

• Riverpark are references to our Riverpark retail, dining and entertainment destination. We haveregistered Riverpark as a trade mark and all references to it should be read in that context as referencesto Riverpark�.

MARKET DATA

In certain places in this Offering Memorandum, including ‘‘Land valuation’’ below and ‘‘Risk factors’’,Market overview’’, ‘‘Business of the group’’ and ‘‘Financial projections’’, we have included appropriatelysourced third party information. In addition, statements describing our founder and any of ourcounterparties, such as operators, intellectual property partners, contractors, consultants and vendors,which are not specifically sourced reflect equivalent information on their respective websites. We believeall of this sourced and website-derived data to be reliable although it may be approximations or estimatesor use rounded numbers. We have relied on the accuracy of this data without independent verification.

We confirm that the third-party information included in this Offering Memorandum has been accuratelyreproduced and that, as far as we are aware and are able to ascertain from information published by thesethird parties, no facts have been omitted which would render the reproduced information inaccurate ormisleading. We note that neither these independent sources nor the Managers nor, save as described in thepreceding sentence, us accept liability for the accuracy of any such information, and you are advised toconsider such information with caution.

NO INCORPORATION OF WEBSITE INFORMATION

Neither the contents of the Company’s website, any other website mentioned in this OfferingMemorandum nor any website directly or indirectly linked to these websites have been verified and they do

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not form part of this Offering Memorandum. Accordingly, you should not rely on any informationcontained or referred to in those websites.

LAND VALUATION

The 25.0 million square feet of land on which the Project is being developed was originally owned by ourfounder, but we have either been transferred, leased or granted easements over such land by our founder.On 20 October 2014, our founder transferred approximately 12.4 million square feet of this land to us and,on or about 16 November 2014, leased a further approximately 3.6 million square feet to us under along-term automatically renewable lease. In addition, our founder has granted us easements overapproximately 9.0 million square feet of additional land to enable us to construct access roads and othersupporting infrastructure. We will also be responsible for maintaining these facilities at our own cost.

For the purposes of determining the fair value of the land transferred and leased, a Dubai LandDepartment (DLD) valuation has been obtained in respect of the following land parcels:

• 4,031,314 square feet within which the motiongate theme park is being constructed. The value of thisparcel was assessed at AED 272,113,695 or AED 67.50 per square foot;

• 3,166,314 square feet within which the LEGOLAND Dubai theme park is being constructed. The valueof this parcel was assessed at AED 207,393,567 or AED 65.50 per square foot;

• 2,124,577 square feet within which the Bollywood Parks theme park is being constructed. The value ofthis parcel was assessed at AED 132,786,063 or AED 62.50 per square foot;

• 929,912 square feet on which Hotel Lapita is being constructed. The value of this parcel was assessed atAED 104,150,144 or AED 112.00 per square foot;

• 3,595,900 square feet which has been leased to us on a 50-year lease which is automatically renewable fora further 49 years at the end of each term for no additional fee. This land comprises the land on whichRiverpark will be constructed and an area on which a parking facility will be built. The value of this leaseright was assessed at AED 179,794,798 or AED 50.00 per square foot; and

• 2,154,905 square feet of additional land which has been transferred to us by our founder. We intend touse this land for back office functions as well as to construct necessary infrastructure such as telephoneand cooling plants and public transport facilities such as bus and taxi stands. No additional value wasattributed to this land, as it is not expected to be revenue generating.

The DLD valuations were based on market value as defined by the DLD to be: ‘‘The estimated amount forwhich a property should exchange on the date of valuation between a willing buyer and a willing seller inan arm’s-length transaction after proper marketing wherein the parties each acted knowledgeably,prudently and without compulsion.’’

The aggregate value of the land transferred and leased, as assessed by the DLD, is AED 896,238,267. Inreturn for the transfers and lease identified above, we have issued Ordinary Shares with a par value ofAED 896.2 million to our founder. See ‘‘Capitalisation and indebtedness’’, ‘‘Business of the group—Projectcosts and funding—funding’’ and ‘‘Related party transactions’’.

In addition to the DLD valuation, we commissioned an independent international real estate appraiser toprovide a valuation report on the land specifically for our internal purposes only and on a non-reliancebasis. This report has determined a valuation in excess of the DLD valuation.

Our founder has also granted us a 10-year lease in respect of approximately 6.5 million square feet ofadditional land that can also be used for parking pending the possible future development of multi-storyparking facilities. This 6.5 million square feet of land is in addition to the 25.0 million square feet of Projectland referenced above.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This document includes forward-looking statements including, in particular, the Projections and theAssumptions. These forward-looking statements involve known and unknown risks and uncertainties, manyof which are beyond our control and all of which are based on our current beliefs and expectations aboutfuture events. Forward-looking statements are sometimes identified by the use of forward-lookingterminology such as ‘‘believe’’, ‘‘expects’’, ‘‘may’’, ‘‘will’’, ‘‘could’’, ‘‘should’’, ‘‘shall’’, ‘‘risk’’, ‘‘intends’’,‘‘estimates’’, ‘‘aims’’, ‘‘plans’’, ‘‘predicts’’, ‘‘continues’’, ‘‘assumes’’, ‘‘positioned’’ or ‘‘anticipates’’ or thenegative thereof, other variations thereon or comparable terminology. These forward-looking statementsinclude all matters that are not historical facts. They appear in a number of places throughout thisdocument and include statements regarding intentions, beliefs and current expectations concerning, amongother things, our results of operations, financial condition, liquidity, prospects, growth, strategies anddividend policy and the industry in which we operate. The statements under ‘‘Financial projections’’ as wellas certain statements under ‘‘Summary’’, ‘‘Risk factors’’, ‘‘Market overview’’ and ‘‘Business of the group’’ areforward-looking statements.

These forward-looking statements and other statements contained in this Offering Memorandumregarding matters that are not historical facts involve predictions. No assurance can be given that suchfuture results will be achieved and actual events or results may differ materially as a result of risks anduncertainties that we face. Such risks and uncertainties could cause actual results to vary materially fromthe future results indicated, expressed or implied in such forward-looking statements.

The forward-looking statements contained in this Offering Memorandum speak only as of the date of thisOffering Memorandum. The Company and the Managers expressly disclaim any obligation or undertakingto update these forward-looking statements to reflect any change in their expectations or any change inevents, conditions or circumstances on which such statements are based unless required to do so byapplicable law.

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SUMMARY

This summary should be read as an introduction to this Offering Memorandum and is qualified in its entiretyby, and is subject to, the detailed information contained elsewhere in this Offering Memorandum. Accordingly,any decision to invest in the Shares should be based on consideration of this Offering Memorandum as a wholeby the investor. Potential investors should read this entire Offering Memorandum carefully, including ‘‘Riskfactors’’, before making any decision to invest in the Shares.

DUBAI PARKS AND RESORTS PJSC

Overview

We are currently developing Dubai Parks and Resorts, a multi-themed leisure and entertainmentdestination that will offer 73 attractions in three separate theme parks, a four star Marriott-operated resorthotel (to be known as Hotel Lapita), and Riverpark, a complementary and centrally located retail, diningand entertainment district connecting the three theme parks and hotel. Dubai Parks and Resorts will be setin 25.0 million square feet of land, of which approximately 12.4 million square feet is owned by us andapproximately 3.6 million square feet is leased under a long-term automatically renewable lease from ourfounder. The remaining 9.0 million square feet principally comprises land owned by our founder for whichwe have been granted easement rights to construct access roads and other supporting infrastructure. Ourfounder has also granted us a 10-year lease in respect of approximately 6.5 million square feet of additionalland that can also be used for parking pending the possible future development of multi-story parkingfacilities. The land on which Dubai Parks and Resorts will be located is strategically located on SheikhZayed Road midway between the Dubai and Abu Dhabi International Airports.

Our vision for Dubai Parks and Resorts is that it will become a premier year-round global entertainmentdestination, catering to a wide variety of visitor segments from the Middle East, the Indian subcontinentand globally by offering world-class and varied attractions based on an exclusive portfolio of globally-recognised licenced brands. The Project is currently anticipated to be complete before the end of the thirdquarter of 2016 and the total estimated number of visits in the first full year of operation in 2017 isapproximately 6.7 million, with significant growth expected over the following four-year period.

We hold licences that are exclusive within a defined geographical area, which varies between the licenses,to a portfolio of globally recognised brands from DreamWorks, Sony Pictures and, through ourdevelopment and management agreement with Merlin Entertainments, LEGO and also have licences inrelation to a number of major Bollywood films. We have partnered with leading global operators, includingParques Reunidos and Merlin Entertainments for our theme parks and Marriott for our hotel. We havealso appointed a leading programme management consultant (Samsung C&T) and a leading technicalconsultant (Hill International). When complete, Dubai Parks and Resorts will offer a broad selection ofattractions, themed areas, concerts and shows, restaurants, and retail outlets, and thereby provide acomplete family-oriented entertainment experience.

Our three theme parks, resort hotel and Riverpark are designed to take full advantage of our intellectualproperty licences and the lack of similar destinations in the Middle East. They have been designed anddeveloped in close cooperation with our intellectual property and operating partners and projectconsultants.

Investment highlights

Favourable UAE demographic and macroeconomic trends

We believe that Dubai Parks and Resorts will benefit from strong local demand as a result of attractivedemographic and macroeconomic trends.

Dubai and the UAE have a growing, young and affluent population, with significant disposable income.The UAE’s population grew at a compound annual growth rate of 8.8 per cent. between 2006 and 2013,from 5.0 million to an estimated 9.0 million, according to data from the IMF 2014 Database and isestimated by the same source to grow at a compound annual growth rate of 2.9 per cent. between 2013 and2019 to 10.7 million. Overall, the UAE has a young population with 40 per cent. of residents under the ageof 35 and 61 per cent. of residents under the age of 45, according to the Feasibility Study.

The UAE’s economy, measured by nominal GDP in US dollars, grew at a compound annual growth rate of8.9 per cent. between 2006 and 2013, from U.S.$222 billion to an estimated U.S.$402 billion, according todata from Euromonitor International and is estimated by the same source to grow at a compound annual

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growth rate of 5.0 per cent. between 2013 and 2020 to U.S.$567 billion. According to the IMF World 2014Database, the UAE economy is forecast to continue its strong growth, with real GDP forecast to grow by4.4 per cent. in 2014 and by between 4.4 and 4.6 per cent. per year from 2015 to 2019, and according to thesame source, the UAE had the world’s eighteenth highest nominal GDP per capita for 2013, at anestimated U.S.$43,876.

Dubai’s location, significant existing attractions and strong tourist infrastructure position it well tobenefit from anticipated strong tourism growth in the Middle East

According to the 2014 UN Tourism Highlights Report, the Middle East is expected to be the fastestgrowing region for inbound tourism in the world, with visitor numbers expected to increase by 2.9 times to149 million in 2030 compared to 52 million in 2013. We believe that Dubai will benefit from this growth.

In addition to sound local fundamentals, Dubai benefits from being one of the leading global tourism andcommercial centres in the Middle East, with approximately 3 billion people within a four-hour flight timeand 6 billion within an eight-hour flight according to analysis performed by the Technical Expert based onWorld Bank data and direct flying times. Between 2006 and 2013, tourist arrivals in Dubai grew at acompound annual growth rate of 7.0 per cent., from 6.4 million to 11.0 million, according to DTCM. Dubaiis currently the fifth most visited city in the world based on estimated international overnight visitorsaccording to Mastercard 2014 Global Destination Cities Index, with approximately 79 per cent. of touristarrivals in Dubai being leisure-oriented according to World Travel & Tourism Council, Travel & Tourism,Economic Impact 2014, United Arab Emirates.

Dubai has differentiated itself amongst worldwide tourist destinations through the development of iconicofferings such as The Dubai Mall (one of the world’s largest shopping malls and most visited touristdestination globally), Burj Khalifa (the world’s tallest building), Burj Al Arab (one of the world’s mostluxurious hotels), Ski Dubai (an indoor ski slope) and Palm Jumeirah (one of the world’s largest man madeislands) which attract visitors from across the globe.

Dubai’s growth as a tourist centre is expected to continue as the Dubai government has set a target of20 million annual visitors by 2020, which implies a compound annual growth rate of 9 per cent., with thegovernment of Dubai firmly behind efforts to grow Dubai as a leisure and entertainment destinationDubai’s infrastructure also supports its attractiveness as a tourism destination and regional aviation hub,with hotel rooms in Dubai predicted by the Technical Expert, based on information from Jones LangLaSalle and BMI, to increase from approximately 83,000 in 2013 to around 104,000 by 2018. In addition,the growth of the airline Emirates and the facilities of Dubai International Airport, the new Al MaktoumInternational Airport as well as the close proximity of Abu Dhabi International Airport are also expectedto significantly contribute to growth in tourism.

Accordingly, we believe that Dubai Parks and Resorts is ideally located in a market with strong drivers forcontinued local and international demand and growth.

Limited regional competition

The MENA region and the Indian subcontinent are relatively underpenetrated in the theme park sectorcompared to other major global markets and we believe that Dubai Parks and Resorts will benefit from anearly mover advantage combined with a prime and easily accessible location in the UAE.

According to AECOM, of the world’s top 25 theme and amusement parks by number of visits in 2013,eleven were located in North America, five were in Europe and nine were in Asia (with five in Japan, twoin South Korea and two in Hong Kong). Dubai, the wider MENA region and the Indian subcontinentcurrently do not have a multi-themed international destination theme park that offer a similar range ofbranded attractions to Dubai Parks and Resorts, with the nearest similar destination being Yas Island inAbu Dhabi on which a Formula One motor racing track, Ferrari World, a Ferrari-themed amusement park,and Yas Water World, a major water park, are located. A Yas Island-based Warner Brothers theme parkwas first announced in 2007 and recent press reports in the Middle East suggest that this project may nowbe at the relatively early technical proposal stage. In addition, IMG Worlds of Adventure, a Dubai-based1.5 million square foot indoor themed entertainment destination based on Cartoon Network and Marvelbrands according to a May 2014 press announcement, is currently expected to open prior to Dubai Parksand Resorts. Dubai also currently hosts two of the world’s top 10 water parks by visitor rankings, accordingto TripAdvisor. Given the relatively proximate location of these attractions, we expect Yas Island and

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Dubai’s other waterparks, as well as the new IMG theme park when open, to be both complementary aswell as competing leisure attractions.

Dubai Parks and Resorts will be well-located on Sheikh Zayed Road, which is the main highway in Dubaiand the main connection to Abu Dhabi, only 63km from Dubai International Airport, 68km from AbuDhabi International Airport and 20km from the new Al Maktoum International Airport in Dubai, which isdesigned to be the biggest airport in the world, with an expected capacity of up to 160 million passengers inthe future, according to a Dubai Airports press release. Moreover, we expect that Dubai Parks and Resortswill have excellent local access, with both metro and rail links being planned to facilitate access to DubaiParks and Resorts.

As result of our strategic location, we also expect to benefit from an early mover advantage which, giventhe development lead time and substantial capital investment requirements, should enable us to capitaliseon what we believe will be significant demand for a multi-themed destination such as Dubai Parks andResorts. Further, we expect that our industry leading operators, leading intellectual property partners andbroad offering, as well as strong Dubai government support for tourism development, will be key strengthsof Dubai Parks and Resorts once it is opened in 2016.

A differentiated and integrated multi-themed offering backed by a unique IP portfolio

We believe that our multi-theme park approach and portfolio of intellectual property will attract andappeal to guests from the MENA region, the Indian subcontinent and other major Dubai tourist markets(including the UK, the United States and Russia which, together with Saudi Arabia and India, wereDubai’s top five source markets for tourist visitors in 2013 according to DTCM), as our intellectualproperty portfolio is an established part of popular culture in the region. We have also designed our themeparks to provide broad appeal across the demographic spectrum. We expect that Dubai Parks and Resortswill be an attractive destination for both resident visitors and tourists and intend to design our ticketingpackages to attract all types of visitor as discussed further below.

We hold:

• DreamWorks/motiongate: a licence from DreamWorks which extends until the tenth anniversary of themotiongate park opening and is exclusive within the GCC region (Bahrain, Kuwait, Oman, Qatar, SaudiArabia and the UAE) to utilise 16 licensed films (including Shrek, Madagascar, Kung Fu Panda andHow to Train your Dragon) and certain additional films released during the term of the licence in ourmotiongate theme park;

• Sony Pictures/motiongate: a licence from Sony Pictures which extends until 31 August 2024 and is exclusivewithin the GCC region to utilise eight licensed films (comprising The Smurfs and Smurfs 2,Ghostbusters, Cloudy with a Chance of Meatballs 2, Hotel Transylvania, Zombieland, Green Hornet andUnderworld Awakening) in our motiongate theme park;

• Merlin/LEGO: a licence from Merlin Entertainments which extends until the 25th anniversary of theLEGOLAND Dubai theme park opening to use the LEGO, LEGOLAND and related intellectualproperty rights owned by Merlin Entertainments and its subsidiaries in the construction and operation ofour LEGOLAND Dubai theme park. This licence is exclusive within the GCC, Algeria, Cyprus, Egypt,Jordan, Lebanon, Libya, Malta, Morocco, Syria, Tunisia and Yemen; and

• Bollywood Parks: a number of individual licences which have been granted by Skye Entertainment JLT(Skye Entertainment), which each extend until the tenth anniversary of the Bollywood Parks theme parkopening and are generally exclusive within the GCC region to exploit specific popular Bollywood films inour Bollywood Parks theme park as well as a licence from Super Cassette Industries Limited whichextends for 10 years and is exclusive in the UAE to exploit 500 songs from the Bollywood films which wehave licensed.

Our licenses typically include the right to sell merchandise featuring all the movies and characters inrespect of which we have licences at the parks, use the movies in our advertising, use characters in themovies as walk-around characters and use the movies and characters in theming for rides, attractions andretail outlets. We believe that our unique combination of intellectual property will promote strong demand,support higher ticket prices, increase length-of-stay and enhance in-park sales. Accordingly, we havedesigned Dubai Parks and Resorts as a multi-themed destination to specifically take advantage of thedifferentiated nature of each of these intellectual properties to create a destination to appeal to a wide

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range of customers and to provide an enhanced family entertainment experience. In particular, we havedesigned our attractions to be diversified across a range of categories, including:

• Attraction format: Our theme parks offer a range of attraction types, ranging from live Bollywood-inspired musical shows to thrill rides and family-friendly attractions, seeking to capture differentinterests from local, regional and international markets;

• Demographics: Through our range of theme parks and attractions, we plan to cater our offering tovarious age groups, including, in particular, young children in our LEGOLAND Dubai theme park andfamily groups, teenagers and adults in our other two theme parks;

• Local, regional and international target market: We are designing our attractions to attract residents fromthe UAE, as well as visitors from the GCC, the Indian subcontinent and the broader Dubai tourismmarket in order to reduce our dependence on any single geography;

• Price points: We are planning to offer a range of packages from short one or two hour visits to singletheme parks to multi-day multi-theme park packages actively promoted by Destination Management inorder to maximise our appeal, the duration of visits to our theme parks and in-park spending; and

• Diversity of intellectual property: Our intellectual property includes both well-established brands (such asLEGO and LEGOLAND, Sony Pictures and DreamWorks) and newly-developed concepts (such asBollywood Parks) in order to appeal to both existing demand streams and potentially untapped marketsas well.

As a result of our unique mix of intellectual property rights and diversified offering, we believe that we willhave a compelling leisure and entertainment offering designed from the ground-up to appeal to a widerange of potential visitors.

Proven and experienced management implementing a clear strategy of reducing project execution risk

Our senior management team includes experienced theme park executives, with an average tenure of morethan 21 years in the industry between five key individuals: Raed Al Nuaimi, our CEO; Dr. MohamedNewera, Technical Adviser to our CEO; Paul La France, our Chief Projects Officer; Matthew Priddy, ourChief Technical Officer; and Brian Machamer, our Senior Director, Theme Park Operations. Themanagement team comprises skilled and dedicated professionals with wide ranging experience in themepark design, development, operations, business development and marketing, see ‘‘Management’’. Oursenior management team is supported by highly experienced project advisers, with a team of approximately200 advisers from Samsung C&T and Hill International, approximately 60 per cent. of whom have previoustheme park construction experience, including working on projects such as Tokyo DisneySea, Hong KongDisneyland, Adventureland in Euro Disney, Animal Kingdom at Walt Disney World in Florida andUniversal Studios in Singapore.

We have sought to de-risk our project development by appointing experienced consultants and reputablecontractors and attraction vendors and imposing extensive pre-qualification requirements. We have alsoappointed Cumming Construction Management, a leading cost consultant, who is responsible for costmanagement and have established a clear contingency plan for time and cost overruns. Our rides are basedon standardised and tested designs incorporating high standards of safety. They are being manufactured byleading theme park ride vendors which are required to have them certified by TUV Sud, a leadingtechnical services organisation whose services include inspection, testing and certification for theme parkrides, before delivery and installation under the supervision of the vendors, further reducing ourconstruction risk. Moreover, we have partnered with leading international operators who have extensiveexperience in theme park operations and have involved them in our design and development phases.Parques Reunidos, who will operate motiongate and Bollywood Parks, is an international Madrid-basedentertainment operator that manages 54 theme and amusement parks, water parks, zoological and marinelife parks around the world, primarily across Europe and the US. Merlin Entertainments is Europe’sleading and the world’s second largest visitor attraction operator, operating LEGOLAND parks in sixlocations in the United States, Europe and Asia. Marriott is one of the world’s largest hospitalitycompanies with more than 3,900 properties and 18 brands across the globe.

To date, we have completed a number of key Project milestones on schedule and within budget, includingentering into agreements with all of our IP partners and operators and obtaining all major regulatoryapprovals. We have completed the concept and schematic design phases (which can be a key area fortiming and cost uncertainty) and for all five destinations and expect to have completed the detailed design

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phase for all destinations around the middle of 2015. We have also placed orders for more than 80 percent. by value of the 42 theme park rides.

As a result of these factors, we believe that we are well-positioned to deliver the Project on-schedule andon-budget in 2016.

Strategy

Our vision for Dubai Parks and Resorts is that it will be the premier year-round entertainment destinationin the Middle East, providing world class attractions that are memorable, entertaining, interactive andeducational and supporting Dubai’s status as a leading international leisure and tourism hub. We aim tocreate a high growth, high return, family entertainment business based on internationally-recognisedbrands with long-term appeal.

In the short-term, our strategy is to focus on completing the construction of the Project and ensuring theimplementation of an effective public relations strategy, see ‘‘Marketing strategy’’ below.

Once Dubai Parks and Resorts is operational, which we currently anticipate will be before the end of thethird quarter of 2016, we expect to focus on operational excellence (particularly in terms of the customerexperience and safety) and to deliver additional growth following the opening and stabilisation of visitornumbers by:

• building a destination management team, in line with standard practice at other major integrated themepark destinations such as Disney and Universal Studios theme parks, that will seek to maximisedestination revenue and yields by actively monitoring our pricing, duration of visit and in-park spend andadjusting pricing to maximise our revenue (including through flexible pricing to manage peaks andtroughs in anticipated demand and multi-visit discounts) as well as designing new plans and packages toattract additional market segments;

• continuing to focus on promotion strategies, including on-line, social media and e-commerce initiatives,as well as by coordinating our marketing with that of the Dubai government bodies which market Dubaias a tourist destination; and

• focusing our marketing efforts on specific regions, including core markets such as local attendance fromthe UAE, regional visitors from the Middle East and the Indian subcontinent and other top touristmarkets for Dubai such as the UK, the United States and Russia, as well as other emerging markets suchas China.

In the medium- to longer-term, we aim to further develop Dubai Parks and Resorts through a number ofinitiatives, including:

• fully capitalising on major regional events such as the Expo 2020 in Dubai and the FIFA WorldCup 2022, which is expected to be held in Qatar;

• ensuring that we make regular and cost-efficient investments in each of our theme park destinationswhich are designed to maintain the quality and safety of our attractions and to increase visitor numbers,support price increases and drive revenue growth and margin enhancement, as well as to maintain thelong-term attractiveness of Dubai Parks and Resorts. These investments are likely to include installingnew attractions, replacing old attractions with new, more up-to-date attractions, upgrading and/orre-theming existing attractions, potentially, securing new IP rights or extensions to existing IP rights andthe general maintenance of existing attractions (including ensuring health and safety standards are met);and

• potentially expanding one or more of our three theme parks to meet additional demand (the land areawithin which each park is constructed contains sufficient room to permit such expansion).

Together with our founder, we continue to explore other opportunities to develop the land surroundingDubai Parks and Resorts which is currently owned by our founder, and our founder has agreed to offer usa right of first refusal in relation to any project proposed to be developed by it on this land, pursuant to arelationship agreement entered into between us and our founder (the Relationship Agreement). Examplesof such development might include the addition of new theme parks, hotels and retail, dining and

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entertainment destinations. Any such proposals would be governed by the Relationship Agreement and besubject, at least, to prior agreement being reached in relation to:

• the acquisition from our founder of the necessary land at its then current fair market value, asdetermined by a independent valuer;

• appropriate IP rights and operator arrangements in the case of new theme parks and, potentially, hotels;and

• the necessary funding of the relevant proposed development.

We have entered into the Relationship Agreement in which our founder has given certain covenants. See‘‘Related party transactions—Relationship agreement’’ for a description of this agreement.

Our founder executed a memorandum of understanding (MoU) with Six Flags Theme Park Inc. (Six Flags)on 7 April 2014. The MoU relates to an exclusive licence (the Licence) to develop a Six Flags brandedtheme park in the GCC to be located adjacent to the Project. The MoU also contemplates a licenceagreement and a management services agreement (the Management Services Agreement) pursuant towhich Six Flags would provide management services for the proposed theme park for a specified term. TheMoU terminates on 15 March 2015 (the Long Stop Date), unless definitive documentation in relation tothe Licence and the Management Services Agreement has been executed by that time. The MoU providesthat Six Flags will deal exclusively with our founder with regard to the development of a Six Flags brandedtheme park in any member country of the GCC prior to the Long Stop Date. The MoU also sets out aspecific schedule of fees for our founder to pay to Six Flags prior to the opening of the proposed themepark. Several of these payments have been made by our founder in accordance with the fee schedule.Negotiations with respect to definitive documentation is ongoing.

Although, as a result of the Relationship Agreement, we expect that our founder will offer to transfer itsrights and obligations under the MoU and any definitive documentation entered into to us, no agreementhas been reached between us and our founder in relation to this proposed theme park and any suchagreement would need to include the necessary land to be transferred and would be subject to appropriatefinancing, which could include additional equity being issued. Any such transactions will be related partytransactions and will be subject to the approval process discussed under ‘‘Related party transactions—Relationship agreement’’. There can be no assurance that we will enter into definitive documentation withour founder relating to this theme park, or if such documentation is executed, that we will be able tosuccessfully develop and open a Six Flags branded theme park.

Risk factors

There are risks involved in investing in the Shares and risks that could negatively affect the price of theOrdinary Shares. See ‘‘Risk factors’’ for a further description of these risks. The following risks may not beexhaustive and do not necessarily include all of the risks associated with an investment in us and theOrdinary Shares:

• The Project involves the development of three theme parks and two related facilities over a remainingperiod that is expected to be two years and, as a result, we are exposed to significant development andconstruction risks;

• This Offering Memorandum contains projections of our future results which are unlikely to proveaccurate over time;

• We are dependent on the skills and experience of our management and key members of our consultingteams to ensure the successful development of the Project and the implementation of our futurebusiness strategy;

• We expect that Dubai Parks and Resorts will face significant competition once the Project is completed;

• We expect that Dubai Parks and Resorts will be subject to factors that generally affect the leisure andrecreation industry and which are outside our control, including, in particular, general economicconditions;

• Our future results of operations will depend on tourism in Dubai and the UAE;

• We are subject to political and economic conditions in Dubai, the UAE and the MENA region;

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• Our IP rights are critical to the successful future operation of our theme parks and we would bematerially adversely affected if we lose any of our IP rights or if the value of the brands to which we havesecured IP rights materially declines;

• Once Dubai Parks and Resorts becomes operational, we will be dependent on the performance of ouroperators;

• Our ability to market Dubai Parks and Resorts will be critical to our future success;

• The Project and Dubai Parks and Resorts could be adversely affected by catastrophic events, acts ofterrorism and other factors beyond our control;

• We are exposed to the risk of serious accidents and other safety incidents;

• We could be adversely affected by changes in public and consumer tastes;

• Our growth strategy may not be successful;

• We expect that our future results of operations will show significant seasonality driven by prevailingweather conditions in Dubai and the timing of the Holy Month of Ramadan;

• To help fund the Project, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility anddrawings under this facility could, in certain circumstances, have a material adverse effect on our futureoperations and future ability to pay dividends;

• We may not be able to fund future capital expenditure and investment in new attractions;

• We may not have adequate insurance;

• The high fixed cost structure of theme park operations can result in significantly lower margins if ourrevenue declines;

• We are and will be required to comply with applicable laws and regulations and to maintain licences andpermits to operate our existing and future businesses, and our failure to do so could materially adverselyaffect our future operations and prospects;

• We are subject to various environmental and health and safety laws, regulations and standards inconnection with the Project;

• The success of Dubai Parks and Resorts will depend on our ability to recruit and train an appropriateworkforce;

• We are dependent on our IT systems, which may fail or be subject to disruption;

• We are not currently a party to certain key Project-related contracts which could adversely affect usshould a counterparty default before we become a party to the relevant contract;

• In preparation for the Offering, we have implemented a number of corporate governance and otherpolicies, processes, systems and controls which have a limited operating history;

• After the Offering, our founder will continue to be able to exercise significant influence over us, ourmanagement and our operations;

• Substantial sales of Ordinary Shares by our founder could depress the price of the Ordinary Shares;

• We may not pay cash dividends on the Ordinary Shares. Consequently, you may not receive any returnon your investment unless you sell your Ordinary Shares for a price greater than that which you paid forthem;

• The Offering may not result in an active or liquid market for the Ordinary Shares;

• The DFM is significantly smaller in size than other established securities markets and there can be noassurance that a liquid market in the Ordinary Shares will develop;

• Investors’ rights as shareholders will be governed by UAE law and may differ in some respects to therights of shareholders under the laws of other jurisdictions;

• It may be difficult for shareholders to enforce judgments against us in the UAE, or against our directorsand senior management; and

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• Holders of the Ordinary Shares may not be able to exercise their pre-emptive rights if we increase ourshare capital.

EXPECTED TIMETABLE

Procedure Date

Commencement of subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 17 November 2014Expected closing date of the Offer Period for the Qualified

Institutional Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 27 November 2014Expected closing date of the Offer Period for the UAE Offer . . . . . . Sunday, 30 November 2014Latest date and time by which payment for the Shares purchased in

connection with the Qualified Institutional Offering must be made(unless otherwise agreed with the Joint Bookrunners) . . . . . . . . . . Sunday, 30 November 2014,

2:00pm (UAE time)Constitutive General Assembly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 8 December 2014Expected date of delivery of the Shares, Admission and first day of

trading of the Ordinary Shares on the DFM (the Closing Date) . . . Wednesday, 10 December 2014

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SUMMARY HISTORICAL FINANCIAL INFORMATION

The summary special purpose combined financial information below shows our combined financial statementsas at and for the following periods:

• the period from 11 July 2012 to 31 December 2012;

• the year ended 31 December 2013; and

• the eight months ended 31 August 2014.

The summary special purpose combined financial information has been derived from our Historical FinancialInformation included elsewhere in this Offering Memorandum and should be read in conjunction with ourHistorical Financial Information.

See also ‘‘Presentation of financial and other information—Historical Financial Information’’ for importantinformation about the financial information presented below.

Special purpose combined statement of comprehensive income

PeriodPeriod ended Year ended ended

31 August 31 December 31 December2014 2013 2012

(AED millions)

General and administrative expenses . . . . . . . . . . . . . . . . . . . . (6.9) (12.8) (4.2)

Loss for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.9) (12.8) (4.2)Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Total comprehensive loss for the period . . . . . . . . . . . . . . . . . . (6.9) (12.8) (4.2)

Special purpose combined statement of financial position

As at As at As at31 August 31 December 31 December

2014 2013 2012

(AED millions)

ASSETSProperty and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 838.9 317.2 44.0Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.9 2.6 —Advances to contractors and prepayments . . . . . . . . . . . . . . . . . . 114.2 20.0 14.6

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 970.9 339.8 58.6

EQUITY AND LIABILITIESEquityShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 0.6 0.3Proposed share capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . 685.8 — —Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23.9) (17.0) (4.2)

Total equity/(deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 662.2 (16.4) (3.9)

LiabilitiesDue to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 315.5 58.7Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308.7 40.8 3.8

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308.7 356.3 62.5

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 970.9 339.8 58.6

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Special purpose combined statement of cash flows

Period Periodended Year ended ended

31 August 31 December 31 December2014 2013 2012

(AED millions)

Cash flows from operating activitiesLoss for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.9) (12.8) (4.2)Adjustment for non-cash items:

General and administrative expenses . . . . . . . . . . . . . . . . . . . . . 6.9 12.8 4.2Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . — — —Cash and cash equivalents at the end of the period . . . . . . . . . . . — — —

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SUMMARY PROJECTIONS

The summary Projections below show our projected consolidated balance sheet, income statement and cashflow information as at, and for the four months ended, 31 December 2014 and as at, and for each of the yearsended, 31 December 2015, 2016, 2017, 2018 and 2019.

The summary Projections have been derived from the Projections included elsewhere in this OfferingMemorandum and should be read in conjunction with all of the information under ‘‘Financial projections’’.

See also ‘‘Presentation of financial and other information—Projections’’ for important information about theProjections presented below.

PROJECTIONS

Projected consolidated statements of financial position

The table below shows our projected consolidated statements of financial position as at 31 December ineach of 2014, 2015, 2016, 2017, 2018 and 2019.

As at 31 December

2014 2015 2016 2017 2018 2019

(AED thousands)

ASSETSProperty and equipment . . . . . . . . . . 1,772,304 4,607,844 8,786,021 8,460,041 8,176,659 7,906,357Intangible assets . . . . . . . . . . . . . . . . — — 62,545 56,131 49,716 43,301Investment properties . . . . . . . . . . . . 228,372 312,827 374,236 365,248 357,454 350,269Inventories . . . . . . . . . . . . . . . . . . . . — — 37,034 39,329 44,891 50,425Accounts receivables . . . . . . . . . . . . . — — 41,351 44,359 47,657 53,616Advances to contractors and

prepayments . . . . . . . . . . . . . . . . . 198,832 352,392 10,050 12,764 15,478 18,191Cash and bank balances . . . . . . . . . . 4,327,052 3,785,536 486,946 622,139 619,787 742,430

Total assets . . . . . . . . . . . . . . . . . . . 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589Equity and liabilitiesEquityShare capital . . . . . . . . . . . . . . . . . . 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828Statutory reserve . . . . . . . . . . . . . . . — — — — 10,846 35,779Accumulated losses . . . . . . . . . . . . . . (121,085) (446,679) (1,005,800) (1,041,595) (943,985) (719,583)

Total equity . . . . . . . . . . . . . . . . . . . 6,200,742 5,875,148 5,316,027 5,280,233 5,388,688 5,638,024LiabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . — 2,496,197 4,013,438 4,214,558 3,793,102 3,371,646Provision for end of service benefits . — — 2,874 14,701 25,650 36,356Trade and other payables . . . . . . . . . 325,817 687,254 437,214 60,018 70,129 80,006License fees accruals . . . . . . . . . . . . — — 6,699 7,038 7,210 8,395Deferred revenue . . . . . . . . . . . . . . . — — 21,930 23,464 26,862 30,162

Total liabilities . . . . . . . . . . . . . . . . . 325,817 3,183,450 4,482,155 4,319,779 3,922,953 3,526,565

Total equity and liabilities . . . . . . . . 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589

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Projected consolidated statements of comprehensive income

The table below shows our projected consolidated statements of comprehensive for the four month periodending 31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and2019.

For the4 month

period ended For the year ended 31 December31 December2014 2015 2016 2017 2018 2019

(AED thousands)

Revenue . . . . . . . . . . . . . . . . . . . . . — — 562,942 2,447,051 2,754,975 3,085,806Direct costs . . . . . . . . . . . . . . . . . . . — — (374,948) (1,578,690) (1,740,537) (1,926,159)

Gross profit . . . . . . . . . . . . . . . . . . — — 187,994 868,361 1,014,437 1,159,647General and administrative expenses . (97,162) (359,896) (682,900) (634,424) (663,223) (694,526)

Operating (loss)/income for theperiod . . . . . . . . . . . . . . . . . . . . . (97,162) (359,896) (494,906) 233,937 351,214 465,122

Interest income . . . . . . . . . . . . . . . . — 34,302 — — — —Interest expense . . . . . . . . . . . . . . . . — — (64,215) (269,732) (242,759) (215,785)

(Loss)/income for the period . . . . . . (97,162) (325,594) (559,121) (35,795) 108,455 249,336

Other comprehensive income . . . . . . — — — — — —

Total comprehensive (loss)/incomefor the period . . . . . . . . . . . . . . . . (97,162) (325,594) (559,121) (35,795) 108,455 249,336

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Projected consolidated cash flow statements

The table below shows our projected consolidated cash flow statement for the four month period ending31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and 2019.

For the4 month

period ended For the year ended 31 December31 December2014 2015 2016 2017 2018 2019

(AED thousands)

Cash flows from operating activitiesLoss for the period . . . . . . . . . . . . . . . (97,162) (325,594) (559,121) (35,795) 108,455 249,336Adjustment for non-cash items:Provision for end of service benefits . . — — 2,874 11,828 12,419 13,271Depreciation . . . . . . . . . . . . . . . . . . . — — 88,017 352,628 355,758 360,267Amortisation . . . . . . . . . . . . . . . . . . . — — 1,604 6,415 6,415 6,415Interest expense . . . . . . . . . . . . . . . . . — — 64,215 269,732 242,759 215,785Interest income . . . . . . . . . . . . . . . . . — (34,302) — — — —Payment of employees end of service

benefits . . . . . . . . . . . . . . . . . . . . . — — — — (1,470) (2,565)Changes in working capital:Advances to contractors and

prepayments . . . . . . . . . . . . . . . . . . (84,664) (153,560) 278,193 (2,714) (2,714) (2,714)Inventories . . . . . . . . . . . . . . . . . . . . . — — (37,034) (2,296) (5,562) (5,534)Accounts receivables . . . . . . . . . . . . . . — — (41,351) (3,009) (3,298) (5,959)Trade and other payables . . . . . . . . . . 211,949 361,436 (250,039) (377,196) 10,111 9,877License fees accruals . . . . . . . . . . . . . — — 6,699 338 172 1,185Deferred revenue . . . . . . . . . . . . . . . . — — 21,930 1,534 3,399 3,300

Net cash generated from / (used in)operating activities . . . . . . . . . . . . . 30,123 (152,020) (424,013) 221,466 726,444 842,665

Cash flows from investing activitiesExpenditures on property and

equipment . . . . . . . . . . . . . . . . . . . (216,987) (2,708,534) (4,105,832) (17,661) (63,348) (80,874)Expenditure on investment properties . (30,699) (84,455) (63,655) — (1,234) (1,907)

Net cash used in investing activities . . (247,686) (2,792,989) (4,169,487) (17,661) (64,583) (82,781)Cash flows from financing activitiesShare capital introduced . . . . . . . . . . . 4,544,615 — — — — —Proceeds from / (repayment of) bank

loan . . . . . . . . . . . . . . . . . . . . . . . . — 2,496,197 1,517,241 201,120 (421,456) (421,456)Cash transferred to a debt service

reserve account and restricted cash . — (204,866) (904) (4,394) (6,988) (7,421)Interest received . . . . . . . . . . . . . . . . — 34,302 — — — —Interest paid . . . . . . . . . . . . . . . . . . . — (127,007) (222,330) (269,732) (242,759) (215,785)

Net cash generated from / (used in)financing activities . . . . . . . . . . . . . 4,544,615 2,198,626 1,294,007 (73,006) (671,202) (644,662)

Cash and cash equivalents at thebeginning of the period . . . . . . . . . . — 4,327,052 3,580,670 281,177 411,976 402,635

Cash and cash equivalents at the endof the period . . . . . . . . . . . . . . . . . . 4,327,052 3,580,670 281,177 411,976 402,635 517,857

Supplemental cash flow information (non-cash transactions)

See ‘‘Related Party Transactions’’ for a description of non-cash contribution made or to be made by ourfounder. In addition, we reclassified AED 64 million from Advances to contractors and prepayments toIntangible assets for the year ended 31 December 2016 reflecting the anticipated commencement of parkoperations.

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THE OFFERING

Company . . . . . . . . . . . . . . . . . . Dubai Parks and Resorts PJSC, a public joint stock company (PJSC)under incorporation in the Emirate of Dubai, UAE, pursuant toFederal Law No. 8 of 1984 concerning commercial companies, asamended (the Companies Law).

Offering . . . . . . . . . . . . . . . . . . 2,528,731,083 Ordinary Shares are being offered in the Offering. TheOffering comprises the Qualified Institutional Offering and the UAEOffer. The Qualified Institutional Offering will comprise up to 60 percent. of the Shares. The UAE Offer will comprise a minimum of40 per cent. of the Shares. The Offering is subject to the fullsubscription of all the Shares including the subscription of the UAEOffer to a minimum of 40 per cent. of the Shares.

The Shares are being offered outside the United States in reliance onRegulation S. The Exempt Offer is being made in the DIFC pursuantto an exemption from registration under the Markets Rules Moduleof the DFSA’s Rulebook. Subject to the approval of the SCA, theCompany reserves the right to alter the percentage of the Offeringwhich is to be made available to either the UAE Offer or theQualified Institutional Offering.

Qualified Institutional Offering . Up to 1,517,238,650 Ordinary Shares (representing up to 60 per cent.of the total Shares offered in the Offering) are being offered toinstitutional investors in the Qualified Institutional Offering outsidethe United States in reliance on Regulation S. The minimumsubscription application size under the Qualified InstitutionalOffering is 10,000,000 Shares per applicant.

Exempt Offer . . . . . . . . . . . . . . . A number of Ordinary Shares to be determined by the JointBookrunners and the Company are being offered in the ExemptOffer in the DIFC, as part of the Qualified Institutional Offeringpursuant to an exemption from registration under the Markets RulesModule of the DFSA’s Rulebook.

UAE Offer . . . . . . . . . . . . . . . . . The UAE Offer will comprise a minimum of 885,055,879 OrdinaryShares (representing a minimum of 35 per cent. of the total Sharesoffered in the Offering), to be allocated as follows: (a) 252,873,108Ordinary Shares (representing 10 per cent. of the total Sharesoffered in the Offering) to natural persons, with a minimumsubscription application size of 5,000 Shares and a maximumsubscription application size of 4,999,999 Shares; and (b) 632,182,771Ordinary Shares (representing 25 per cent. of the total Sharesoffered in the Offering) to certain types of juridical persons and highnet worth individuals, with a minimum subscription application sizeof 5,000,000 Shares.

In addition, the EIA has the right to subscribe for 126,436,554Ordinary Shares (representing 5 per cent. of the total Shares offeredin the Offering). If, however, the EIA elects not to subscribe, suchShares will be made available to natural persons on the basisdescribed in (a) above.

Ordinary Shares . . . . . . . . . . . . Upon conversion of the Company to a public joint stock company,our share capital will consist of 6,321,827,708 Ordinary Shares, eachwith a nominal value of AED 1.00, which are fully paid, issued andoutstanding. The Ordinary Shares have the rights described under‘‘Description of share capital’’.

Offer Price . . . . . . . . . . . . . . . . The Offer Price is AED 1.01 per Share, which includes AED 0.01 perShare in offer costs.

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Commencement of the Offering . On 17 November 2014.

Expecting Closing Date . . . . . . . On or about 10 December 2014.

Payment and settlement . . . . . . . Payment for the Shares purchased in connection with the QualifiedInstitutional Offering shall be made in AED. Purchasers will berequired to make full payment for the Shares to the JointBookrunners for receipt by the Joint Bookrunners on or prior to2:00 pm (UAE time) on 30 November 2014, unless otherwise agreedwith the Joint Bookrunners. In the event of a failure to make timelypayment, purchasers of Shares may incur significant charges orforfeit their Shares.

Delivery of the Shares is expected to be made on the Closing Date tothe accounts of purchasers through the book-entry facilities operatedby the DFM. Trading of the Shares will take place through thetrading system of the DFM. Shares will be held under nationalinvestor numbers (NINs) assigned by the DFM either to the holdersdirectly or through custodian omnibus accounts and the ownership ofthe Shares will be evidenced by the holdings under each such NIN.Clearing and settlement of trades on the DFM by brokers orcustodians may be performed only through members of the DFMthat are authorised clearing members (the Clearing Members).Settlement of securities trading on the DFM is governed by theDFM’s rules and regulations, which are available from its website,www.dfm.ae.

Restrictions on purchases andtransfers of Shares . . . . . . . . . The Shares are subject to certain restrictions on their purchase,

resale and transfer. For more information, see ‘‘Subscription andsale’’ and ‘‘Transfer restrictions’’.

Dividends . . . . . . . . . . . . . . . . . Based on the Projections, the Company does not expect to earnsignificant revenue until 2017 at the earliest. As a result, theCompany is unlikely to pay dividends on the Ordinary Shares untilthe business becomes fully operational, subject to the availability ofprofits, capital expenditure plans and other cash requirements infuture periods. There is no assurance that the Company will paydividends or, if a dividend is paid, what the amount of such dividendwill be. See ‘‘Dividend policy’’.

Use of proceeds . . . . . . . . . . . . . The net proceeds generated by the Offering (after the deduction ofthe fees and commissions payable to the Managers and the otherexpenses of the Offering payable by the Company) will beapproximately AED 2,494,000,000.

The Offering is being conducted, among other reasons, to provideequity to fund the Project.

Listing and trading . . . . . . . . . . We have applied for the Ordinary Shares to be listed on the DFMunder the symbol ‘‘DUBAIPARKS’’. Prior to the Offering, there hasnot been any public market for the Ordinary Shares. There will be noconditional dealings in the Ordinary Shares prior to Admission. It isexpected that Admission will become effective and that dealings inthe Ordinary Shares will commence on the DFM on or about theClosing Date.

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Lock-up . . . . . . . . . . . . . . . . . . . Pursuant to the terms of an underwriting agreement, to be enteredinto prior to Admission, among the Company and the Managers (theUnderwriting Agreement), we will contractually agree, for a period of180 days after Admission and, pursuant to the terms of an agreementto be entered into prior to Admission, among our founder, us and theJoint Bookrunners (the Founder Lock-up Agreement), our founderwill contractually agree for the Two-year Lock-up Period (as definedbelow), not to, in each case, and subject to certain customaryexceptions (A) directly or indirectly, issue, offer, pledge, sell, contractto sell, sell or grant any option, right, warrant, or contract topurchase, exercise any option to sell, purchase any option or contractto sell, or lend or otherwise transfer or dispose of, directly orindirectly, any of our or their Ordinary Shares or other shares ofours, or securities convertible or exchangeable into or substantiallysimilar to Ordinary Shares, (B) enter into any other agreement withthe same economic effect, or (C) publicly announce such an intentionto effect any such transaction, in each case, without the prior writtenconsent of the Joint Global Coordinators. For more information, see‘‘Subscription and sale’’.

The members of the senior management team named under‘‘Management’’ who acquire Shares in the Offering have contractuallyagreed with us and the Joint Bookrunners that they shall not, directlyor indirectly offer, sell, contract to sell, pledge, charge, grant optionsover or otherwise dispose of, directly or indirectly, any of theirShares, other than to their legal heirs or the trustees for the timebeing of their estate and personal representatives, for a period of2 years after Admission or make any announcement relating thereto.

In addition, pursuant to the Companies Law, our founder will berestricted from selling or transferring its Ordinary Shares during theperiod commencing on the Closing Date and ending on the date onwhich the Company publishes its audited financial statements for thesecond financial year following its conversion to a public joint stockcompany (the Two-year Lock-up Period).

Taxation . . . . . . . . . . . . . . . . . . For a discussion of certain tax considerations relevant to aninvestment in the Shares, see ‘‘UAE taxation’’.

General Information . . . . . . . . . The DFM trading symbol of the Shares offered hereby will beDUBAIPARKS.

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RISK FACTORS

Investing in and holding the Shares involves significant financial risk. In the short- to medium-term, ourbusiness will principally comprise the development and construction of a multi-theme park complex in Dubai.Based on the Projections, we do not expect to earn material amounts of revenue until 2017 at the earliest. As aresult, we are unlikely to generate profits or pay a dividend on the Ordinary Shares until the new business is fullyoperational and is generating a stable cash flow. Accordingly, should you sell your Shares before we pay anydividends, your investment returns will depend on the price of the Ordinary Shares at the time of sale. There area number of factors which could negatively affect the price of the Ordinary Shares and you should pay particularattention to the following risks associated with an investment in us and the Ordinary Shares, which should beconsidered together with all other information contained in this Offering Memorandum. If one or more of thefollowing risks arises, this could impact the accuracy of the Projections and may have a material adverse effecton our business, financial condition, results of operations and prospects, as well as on the price of the OrdinaryShares, and you could lose all or part of your investment.

The risks set out below may not be exhaustive and do not necessarily include all of the risks associated with aninvestment in us and the Ordinary Shares. Additional risks and uncertainties not currently known to us or whichwe currently deem immaterial may arise or become material in the future. These could also impact the accuracyof the Projections and may have a material adverse effect on our business, results of operations, financialcondition and prospects, as well as on the price of the Ordinary Shares. You should consider carefully whetheran investment in the Shares is suitable for you in light of the information in this Offering Memorandum andyour personal circumstances. If you are in any doubt about any action you should take, you should consult acompetent independent professional adviser who specialises in advising on the acquisition of listed securities.

This document also contains forward-looking statements that involve risks and uncertainties. Our actual resultscould differ materially from those anticipated in such forward-looking statements as a result of certain factors,including the risks we face. See ‘‘Information regarding forward-looking statements’’. Save as required byapplicable law, we are not obliged to, and make no commitment to, release publicly any revisions or updates tothese forward-looking statements to reflect events, circumstances or unanticipated events occurring after the dateof this Offering Memorandum.

RISK FACTORS RELATING TO THE PROJECT AND OUR FUTURE BUSINESS

The Project involves the development of three theme parks and two related facilities over a remaining period that isexpected to be two years and, as a result, we are exposed to significant development and construction risks

We are presently in the early stages of developing the Project which we currently expect to complete beforethe end of the third quarter of 2016 at a total capital cost of AED 10.5 billion, although this is subject to awide range of development and construction risks. The Project involves the construction of three themeparks, a four star resort hotel and a retail, dining and entertainment complex which will be known as DubaiParks and Resorts. Some of the key risks and uncertainties to the successful and timely execution of theProject include:

• delays in construction and cost overruns whether due to variations to original design plans or for anyother reason, such as unforeseen engineering problems and design faults and/or defective materials orbuilding methods;

• delays in completing necessary infrastructure works;

• a shortage and/or increase in the cost of construction and building materials, equipment or labour as aresult of overall real estate development conditions in Dubai and the UAE, rising commodity prices orinflation or otherwise;

• our inability to pass through risks contractually to contractors as a result of which we may becomeexposed to various market or contractor risks;

• default by or financial difficulties faced by contractors and other third-party service and goods providersor failure by any of our contractors or other providers to meet their contractual obligations;

• our inability to find a suitable contractor following a default by an appointed contractor;

• disputes between contractors and their employees, other work stoppages and accidents;

• the need to make significant capital expenditures without receiving revenue from the Project until afterit is completed;

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• delays or inability to obtain all necessary building, development and other required governmental andregulatory licences, permits, approvals and authorisations; and

• possible shortage of available cash to fund any unanticipated cost increases and the related possibilitythat any required additional financing for the Project as a result may not be available on acceptableterms or at all.

We are also reliant on the skills of a wide range of consultants, including in particular Samsung C&TEngineering and Consulting Group (Samsung C&T), who are responsible for programme management,and Hill International, Inc. (Hill International), who are responsible for technical management, as well asthe timely performance by them of their contractual obligations. See ‘‘We are dependent on the skills andexperience of our management and key members of our consulting teams to ensure the successful developmentof the Project and the implementation of our future business strategy’’ below. In addition, we are reliant on thevendors of the 73 attractions to be included in the theme parks and the expected 10 additional attractionsin the LEGOLAND Dubai waterpark to construct and install those attractions in a timely manner and inaccordance with all contractual specifications.

Reflecting these factors and any unforeseen events that may occur, we cannot be certain that the Projectwill be completed within the anticipated time frame, in accordance with the original specifications, withinthe original budget or at all.

Any of the factors referred to above, either alone or in combination, could materially delay the completionof the Project or materially increase the costs associated with the Project, which could materially adverselyaffect our future operating results and, in the case of a material delay, could result in the loss of certainintellectual property rights. See ‘‘Our IP rights are critical to the successful future operation of our themeparks and we would be materially adversely affected if we lose any of our IP rights or if the value of the brandsto which we have secured IP rights materially declines’’. The failure to complete construction according tospecifications may also result in liabilities, reduced efficiency and lower financial returns than anticipatedwhich may result in our having to enter into restructuring negotiations with our creditors. These risks arefurther heightened by the fact that we are developing five components of the Project at the same time, withmultiple contractors engaged, thereby increasing the overall complexity of the Project. Delays in one partof the Project may cause delays to other parts and to the overall Project completion timetable. Forexample, if any infrastructure and ground works are delayed, this would be likely to have knock on effectsin relation to the construction works for the relevant area.

We and our consultants and contractors are also exposed to the risk of incidents occurring in relation tothe development of the Project, which may or may not be caused by design faults, construction defects orfailures to comply with applicable health and safety or other regulatory requirements. These incidents mayresult in personal injuries, loss of life or material property damage for which we might be responsible inwhole or in part. Any such incidents could materially adversely affect us through fines or other sanctions,through reputational damage and through remediation costs if the incident is not covered by ourinsurance, as to which see ‘‘We may not have adequate insurance’’ below.

In addition, a prolonged period of difficult economic conditions could result in slow downs and/or defaultsin the performance of services by any of our contractors who are faced with financial difficulties.Conversely, a boom in the construction industry in the UAE and wider Middle East and North Africa(MENA) region could result in shortages of materials and availability of third party service providers,resulting in delays to the Project and increased costs. Either of these effects could be aggravated by the factthat we will be relying on income from the Project in order to repay the financing incurred in connectionwith the Project.

This Offering Memorandum contains projections of our future results which are unlikely to prove accurate overtime

The Projections included in this document in respect of the Post-opening Period are based on detailedestimates and assumptions which were prepared by the Technical Expert and included in the FeasibilityStudy. A summary of the Assumptions is set out under the heading ‘‘Financial projections—Assumptions’’.The Assumptions include the following overarching and specific assumptions:

Overarching assumptions

• the UAE and Dubai will demonstrate healthy GDP growth and attain the targets set out in DubaiTourism Vision 2020 and will continue to be a strong tourist destination beyond that;

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• the Project will be successfully completed and Dubai Parks and Resorts will be opened on schedulebefore the end of the third quarter of 2016; and

• Dubai Parks and Resorts will have high quality, well-managed world class operations.

Specific assumptions

• the number of visits (being each entry by a visitor, with a visitor able to make more than one visit in aspecified period) to each of the three parks comprised within the Project, based on addressable marketand theme park penetration assumptions;

• the number of visits to each of the three theme parks, based on addressable market and theme parkpenetration assumptions;

• ticket prices, based on assumptions in relation to ticket packages and non-admission spend for each ofthe theme parks;

• the revenue per available room at the hotel, based on estimated rack rates, yields and occupancy figures;

• the gross leasable area and lease rates for Riverpark;

• key cost items such as staff expenses, cost of goods sold, marketing costs and maintenance;

• reinvestment capital expenditure;

• growth rates for each of the assumptions above; and

• other specific assumptions provided by the Company (for further detail, see ‘‘Financialprojections—Assumptions’’.

The Projections cover both the Pre-opening period and the Post-opening Period and extend to31 December 2019. The Projections do not constitute a forecast or guarantee of our future results. TheProjections cover an extended period of time for a business venture with no previous trading history andare primarily based on the Assumptions which are subject to numerous and substantial uncertainties.Reflecting these factors and the wide range of possible events that could impact any of the estimates andassumptions made as well as the likelihood that significant unusual or non-recurring events may also occur,the Projections are unlikely to prove accurate over time.

You should carefully consider the Assumptions underlying the Projections and form your own view, inconjunction with your own professional advisers, as to the reasonableness or otherwise of them. If ouractual results do not match or exceed the Projections, the price of the Ordinary Shares could be materiallyadversely affected.

We are dependent on the skills and experience of our management and key members of our consulting teams toensure the successful development of the Project and the implementation of our future business strategy

There is a limited pool of people both globally and regionally with the skills and experience to develop andmanage new theme parks and consequently competition for their services is intense. In particular, many ofour competitors are globally established businesses with significant financial resources. Accordingly, weexpect that from time to time members of our key management, design and project management staff mayreceive alternative offers of employment from these competitors and our ability to retain these keypersonnel (or replace any of them who leave our service) will, in large part, depend on whether there arefeatures of the offer which we are unable to match. In addition, we expect that key staff members may alsochoose to leave us for personal or other reasons.

We cannot be certain that we will be able to retain all of our key personnel and we may incur significantcosts in replacing any lost personnel, in particular our Chief Executive Officer (CEO), the TechnicalAdviser to our CEO, our Chief Technical Officer, our Chief Projects Officer, our Chief Financial andInvestment Officer and our Senior Director, Theme Park Operations, all of whom have significant relevantexperience in relation to the Project. In addition, our ability to execute our future business strategy is likelyto be impaired if we are unable to replace such persons in a timely manner.

Furthermore each of our key consultants, Samsung C&T and Hill International, and certain of their teammembers have considerable experience in theme park programme and construction management. If welose the services of either of these consultants for any reason our ability to deliver the Project may bedisrupted, and if any of the key staff members at either consultant change employment during the

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construction of the Project, the performance of the relevant contractors might be adversely impacted whichin turn could also affect our ability to deliver the Project on time and on budget.

We expect that Dubai Parks and Resorts will face significant competition once the Project is completed

We expect that, once the Project is completed, Dubai Parks and Resorts will compete for discretionarytourist and local spending and discretionary free time with many other entertainment alternatives in theUAE and regionally and that the Project will be subject to a range of factors that generally affect therecreation and leisure industry, including general economic conditions.

Dubai Parks and Resorts will compete directly for discretionary spending and discretionary free time with:

• other theme parks (such as Ferrari World in Abu Dhabi which is currently being expanded and othertheme parks in the UAE which have either been announced, such as a proposed Warner Brothers themepark in Abu Dhabi, or are currently under development, such as IMG Worlds of Adventure in Dubai).See generally ‘‘Market overview—Competitive environment—Leisure and entertainment options in theUAE’’; and

• other visitor attractions (including, in particular, a number of large waterparks in the UAE),

and indirectly with all other types of recreational and cultural facilities and alternative forms ofentertainment, tourism and recreation activities, including shopping malls, new media, in-homeentertainment, sporting events (both regular and ‘‘one-off’’ events such as the Olympics and the FIFAWorld Cup) and vacation travel.

Within our regional market, we expect that the principal factors affecting competition will include thelocation and brand positioning of Dubai Parks and Resorts, price, customer-friendliness, the uniquenessand perceived quality and safety of the attractions, activities and/or entertainment on offer, theatmosphere and cleanliness of Dubai Parks and Resorts and the quality of the food and beverage and otherservices offered.

Future competition may divert consumers from Dubai Parks and Resorts which could reduce our futurerevenue and/or increase our future marketing costs. It may also cause us to reduce, or limit our ability toraise, admission and other relevant prices (such as hotel room rates) and may require us to makesignificant new investments to increase the attractiveness of our offering to avoid losing visitors tocompetitors and competing alternatives. In addition, we may experience competition for resources,including new intellectual property rights and labour, which could result in increased admission prices androom rates which could have a negative affect on visitor attendance at Dubai Parks and Resorts. We cannotbe certain that competition from other free and paid-for attractions or other forms of entertainment willnot materially adversely affect our business in the future.

We expect that Dubai Parks and Resorts will be subject to factors that generally affect the leisure and recreationindustry and which are outside our control, including, in particular, general economic conditions

We expect that Dubai Parks and Resorts will be exposed to a range of factors that generally affect therecreation and leisure industry and discretionary consumer spending trends, leading to changing visitorpatterns that are outside our control. In particular, we expect that general economic conditions and trends,both in the UAE and in our principal target markets within a reasonable travel radius of Dubai, will have asignificant impact on our future business. Economic conditions could affect our future business in anumber of ways, including:

• visitor volumes at Dubai Parks and Resorts and the amount that visitors spend when they visit maydecrease if relative disposable income decreases, unemployment increases or the spending habits ofpotential visitors change to reflect any increased uncertainty or apprehension regarding economic, socialor political conditions. In addition, to the extent that these factors impact the countries which generatethe most tourist visits to Dubai (for example, Saudi Arabia, India, the United Kingdom, the UnitedStates and Germany which between them generated 32.5 per cent. of Dubai’s tourist visitors in 2013based on statistics published by the Dubai Department of Tourism and Commerce Marketing (DTCM),the effects on our future business could be magnified;

• fluctuations in global exchange rates, particularly any strengthening of the US dollar, could reduce thespending power in Dubai of tourists whose home currency is not either the US dollar or anothercurrency whose exchange rate is pegged to the US dollar and this could impact both attendance at DubaiParks and Resorts and reduce the amount spent by those who do visit. Such fluctuations may also

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increase our supply costs where material supply contracts require payment in currencies other than thedirham or the US dollar;

• increases in prices generally could result in a shift in consumer demand away from the leisure andentertainment products that we offer which could adversely affect our future revenue whilst at the sametime potentially negatively impacting (i.e. increasing) our costs. Further, an increase in specific prices,such as fuel prices, could impact travel costs that could adversely affect travel to Dubai and operatingcosts dependent on fuel such as utilities and cooling, see ‘‘Our future results of operations will depend ontourism in Dubai and the UAE’’ below; and

• difficult economic conditions and recessionary periods in particular markets could negatively affect ourability to obtain supplies, services and credit and could also negatively impact the ability of third partiesin those markets (including the vendors of the attractions to be installed in our theme parks) to meettheir contractual obligations to us.

We are also exposed to adverse regional political and macroeconomic developments, see ‘‘We are subject topolitical and economic conditions in Dubai, the UAE and the MENA region’’ below as well as changes inconsumer tastes and spending habits, see ‘‘We could be adversely affected by changes in public and consumertastes’’ below.

Our future results of operations will depend on tourism in Dubai and the UAE

We anticipate that a significant proportion of the visitors to Dubai Parks and Resorts will be tourists, bothfrom the MENA region and the Indian subcontinent, as well as from more distant key internationalmarkets which have represented a significant portion of Dubai’s historic tourist markets. Accordingly, adecline in the attractiveness of Dubai Parks and Resorts to international visitors and/or a decline in touristarrivals in Dubai or the UAE generally would have a material adverse effect on our future operatingresults. In particular, our Project assumes a level of continued growth in Dubai’s tourist numbers. See‘‘Financial projections—Assumptions’’. If our visitor numbers were to remain below the levels we haveassumed when assessing the feasibility of the Project or were to decrease significantly at any time followingthe completion of the Project, our future operating results will be materially adversely affected.

Our ability to attract international visitors to Dubai Parks and Resorts is subject to a number of factors,many of which are outside our control. These factors include:

• the continued attractiveness of Dubai as a tourist destination, which could be negatively affected by anumber of factors, including, for example, the imposition of onerous visa requirements or negativepolitical developments in the region, see ‘‘We are subject to political and economic conditions in Dubai, theUAE and the MENA region’’ below;

• the attractiveness of the theme parks as compared to competing destinations in Dubai, the MENAregion or elsewhere in the world, see ‘‘We expect that Dubai Parks and Resorts will face significantcompetition once the Project is completed’’ and ‘‘We expect that Dubai Parks and Resorts will be subject tofactors that generally affect the leisure and recreation industry and which are outside our control, including,in particular, general economic conditions’’ above;

• the effectiveness of our marketing campaigns and initiatives, as well as those of the government ofDubai, targeting international visitors, see ‘‘Our ability to market Dubai Parks and Resorts will be critical toour future success’’ below;

• the timely execution and delivery of planned hotel growth in Dubai and the UAE more generally as wellas planned enhancements in other tourism-related infrastructure, such as announced airport expansionprogrammes in both Dubai and Abu Dhabi and related fleet increases in the major carriers based atthose airports;

• the extent to which other cities in the region choose to undertake significant development with the aimof capturing a larger share of tourist traffic;

• significant increases in the cost of air travel, for example as a result of increased oil prices or increasedtaxes on airlines, or other factors which negatively impact air travel such as natural disasters like theIcelandic volcanic eruption in 2010, safety concerns following major incidents and prolonged airport orair traffic control strikes; and

• factors that may adversely affect tourist visits to the region as a whole or more generally, such as politicalor social instability, global economic conditions, terrorist attacks or natural catastrophes, see ‘‘The

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Project and Dubai Parks and Resorts could be adversely affected by catastrophic events, acts of terrorism andother factors beyond our control’’ below and ‘‘We are subject to political and economic conditions in Dubai,the UAE and the MENA region’’ below.

If any of these or other factors result in a significant reduction in the number of international visitors toDubai Parks and Resorts once it is open, our future operating results will be materially adversely affected.

We are subject to political and economic conditions in Dubai, the UAE and the MENA region

All of our operations are and will be located in Dubai. While Dubai and the UAE more generallyhistorically have experienced a relatively stable political environment, certain other jurisdictions in theMENA region have not. In particular, since early 2011 there has been political unrest in a range ofcountries in or proximate to the MENA region, including Syria, Iraq, Egypt, Turkey, Bahrain, Algeria,Libya, Iran, Lebanon, Jordan, Tunisia and Yemen. This unrest has ranged from public demonstrations to,in extreme cases, armed conflict and civil war, has led to the collapse of political regimes in Tunisia, Egyptand Libya, civil war in Syria and armed insurrection in Iraq and has given rise to significantly increasedpolitical uncertainty across the region.

Our future business may be affected by the financial, political and general economic conditions prevailingfrom time to time in the UAE and the MENA region. For example, increased regional uncertainty couldreduce foreign direct investment in the region and lead to capital outflows, increased repatriation ofexpatriates, increased volatility in regional financial markets and/or a reduction in tourism. It is notpossible to predict the occurrence of events or circumstances such as war or hostilities, or the impact ofsuch occurrences, and we cannot be certain that we will be able to sustain our operations if significantadverse political events or circumstances occur. A general downturn or instability in certain sectors of theUAE or the regional economy could also materially adversely affect us. You should also note that ourbusiness and future financial performance may be adversely affected by political, economic or relateddevelopments both within and outside the MENA region because of inter-relationships within the globalfinancial markets.

You should also be aware that investments in emerging markets, such as the UAE, are subject to greaterrisks than those in more developed markets, including risks such as:

• political, social and economic instability;

• external acts of warfare and civil clashes;

• governments’ actions or interventions, including tariffs, protectionism, subsidies, expropriation of assetsand cancellation of contractual rights;

• changes in taxation and other laws and regulations;

• difficulties and delays in obtaining new permits, licences and consents for business operations orrenewing existing ones; and

• potential lack of reliability as to title to real property in certain jurisdictions.

Accordingly, you should exercise particular care in evaluating the risks involved and must decide foryourselves whether, in the light of those risks, your investment is appropriate. Generally, investment inemerging markets is only suitable for sophisticated investors who fully appreciate the significance of therisk involved.

Our IP rights are critical to the successful future operation of our theme parks and we would be materially adverselyaffected if we lose any of our IP rights or if the value of the brands to which we have secured IP rights materiallydeclines

The right to use the trademarks, content and other intellectual property rights (together, the IP rights)associated with Dubai Parks and Resorts, including a range of DreamWorks Animation L.L.C.(DreamWorks) and Sony Pictures Consumer Products Inc. (Sony Pictures) IP rights in our motiongatetheme park, LEGO IP rights in our LEGOLAND theme park and numerous film and other IP rights inour Bollywood Parks theme park, has been granted to us under a number of separate contractualagreements. For example, we have licensed the right to exploit 16 DreamWorks and eight Sony films in ourmotiongate theme park for periods of 10 and approximately eight years, respectively, from commencementof operations which is expected to be before the end of the third quarter of 2016.

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We believe that our IP rights are critical to the successful future operation of our theme parks. However,many of these agreements include provisions allowing the grantor of the relevant IP rights to withholdapproval of the manner in which we propose to use the relevant IP rights and to terminate the grant of theIP rights in certain circumstances, including, for example, material breach of the relevant licence and, insome cases, failure to open the relevant theme park or the hotel within an agreed period. See ‘‘Materialcontracts—Intellectual property agreements’’.

If we lose any of our material IP rights or any of our licences to use the IP rights are not renewed whenthey expire, we would incur significant levels of capital expenditure in removing the relevant trademarksfrom the relevant theme parks and in introducing new trademarks and theming to, and marketing of, theaffected theme parks. In addition, the loss of the benefit of association with these trademarks and theoperational disruption would likely have a negative effect on visitor volumes to our theme parks. Further,we may incur significantly increased costs when renewing licences to use IP rights or extending any licencesto cover new films.

Each of our licences to exploit IP rights in our motiongate and Bollywood Parks theme parks provides thatwe will have the exclusive right to exploit the relevant films in a theme park anywhere within the GulfCooperation Council (GCC) region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the UAE). Ourlicence in respect of LEGOLAND Dubai covers in addition Algeria, Cyprus, Egypt, Jordan, Libya,Lebanon, Malta, Morocco, Syria, Tunisia and Yemen. As a result, we could be adversely affected by anyloss of this exclusivity prior to the expiration date of the relevant licences or if a directly competing themepark opened in another nearby country in respect of which we do not have exclusivity.

We could also be materially adversely affected by events which negatively impact the value of any of thebrands in respect of which we have obtained IP rights. These events could include changes in consumerpreferences generally (see ‘‘We could be adversely affected by changes in public and consumer tastes’’ below),unauthorised use of the brands by third parties or specific actions in relation to a particular brand, all ofwhich are outside our control. Any material loss in value of one or more brands in respect of which wehave IP rights could negatively impact attendance at any of our theme parks and/or result in significantadditional costs should we decide to replace the affected brand.

Once Dubai Parks and Resorts becomes operational, we will be dependent on the performance of our operators

When established, our theme parks will be managed by Parques Reunidos Servicios Centrales S.A.U.(Parques Reunidos) (in the case of motiongate and Bollywood Parks) and Merlin Entertainments GroupLuxembourg s.a.r.l. (Merlin Entertainments) (in the case of LEGOLAND Dubai) and our hotel will bemanaged by Luxury Hotels International Lodging Ltd., a Marriott International Inc. (Marriott) company.As a result, our results of operations will, to a large extent, depend upon the performance of theseoperators under their respective management agreements as well as the reputation of, and developmentsaffecting, these third party operators.

Under the terms of our management agreements, these third party operators will have significant day today control over the operations of our theme parks and resort hotel. As a result, even if we believe that atheme park or the hotel could be managed more efficiently in the future, we may not be able to convincethe relevant operator to change its method of operation. In addition, if we wish to replace any operator, wemay be unable to do so under the terms of the relevant management agreement or may need to paysubstantial termination fees to do so and could experience substantial disruption at the affected themepark or hotel as a result.

We are also exposed to:

• adverse publicity or other adverse developments (such as safety-related incidents at other theme parksoperated by our operators) affecting our operators or their brands generally which could result inreduced visitor numbers and revenue from one or more of our theme parks and our hotel;

• changes in control of our operators which could impact our future relationship with the operator oraffect the business of our assets managed by them; and

• the bankruptcy or insolvency of any our operators which could result in lost revenue under the relevantmanagement agreements and significant disruption as a result of replacing the bankrupt operator.

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Our ability to market Dubai Parks and Resorts will be critical to our future success

We have established a destination management company which we expect will manage a front-facing sales,marketing, packaging and sponsorship team designed to enhance overall Dubai Parks and Resortsrevenues. See ‘‘Business of the group—Marketing strategy’’.

During 2015 and up to the commencement of operations before the end of the third quarter of 2016, weexpect to regularly release updates around key construction milestones, build credibility by attending travelexhibitions and other industry events, organise site visits for the media, establish a social media presence,sign up sponsors, initiate market specific campaigns to attract visitors, and create and start selling themepark visitor packages.

If our marketing efforts do not appear to be attracting sufficient interest in Dubai Parks and Resorts, wemay need to increase significantly the amount we spend on marketing and this level of expenditure mayneed to be sustained for a significant period after the opening of Dubai Parks and Resorts, which couldhave a negative effect on our future results of operations.

The Project and Dubai Parks and Resorts could be adversely affected by catastrophic events, acts of terrorism andother factors beyond our control

The development of the Project and our business operations following its completion could be adverselyaffected or disrupted by a wide range of events which are outside our control. These events include:

• adverse weather conditions arising from short-term weather patterns or long-term changes topredominant natural weather, hydrologic and climatic patterns, including sea levels;

• excessive heat or rain, earthquakes, tsunamis, tropical cyclones, floods or other natural disasters;

• major incidents, including chemical and radioactive or other material environmental contamination;

• health concerns and major epidemics such as H1N1/swine flu, H5N1/bird flu and Ebola;

• international and regional political or military developments; and/or

• criminal acts or acts of terrorism.

The occurrence of any of these events affecting Dubai, the UAE and/or the MENA region as well as travelto and from Dubai and the UAE or the willingness of the public to gather in public spaces may causematerial disruptions to the development of the Project and/or our business operations following itscompletion, particularly to the extent that they impact the number of visitors to Dubai Parks and Resortsor tourist arrivals in Dubai more generally. In the event of any terrorist or other disruptive activitysuccessfully targeting or otherwise impacting, or a catastrophic event impacting, Dubai Parks and Resorts,we cannot be certain that we would seek, or receive approval, to rebuild, restore or otherwise repair anydamage, or that visitor volumes could be restored to levels experienced prior to the occurrence of suchevent.

The effect of any of the events described above may be exacerbated to the extent that any such eventinvolves risks for which we are uninsured or not fully insured. See ‘‘We may not have adequate insurance’’below.

We are exposed to the risk of serious accidents and other safety incidents

The safety of our contractors, employees and the visitors to Dubai Parks and Resorts is and will be one ofour top priorities. We are at risk of accidents and other safety incidents occurring both during theconstruction of the Project and at Dubai Parks and Resorts once it becomes operational, particularly inrelation to thrill rides which are inherently risky. In addition, we are also exposed to the risk of other safetyincidents, including social disturbances and health concerns such as instances of food-borne illnesses at ourfood outlets, water-borne illnesses on our water rides and air-borne illnesses at any of our theme parks orother destinations. Any accident or other safety incident at one of our theme parks involving loss of life orharm to any persons or damage to property or assets (or the public perception of risk thereof) couldexpose us to financial risk, including personal injury and other liability claims and criminal proceedings.Investigations which we, our insurers or other interested parties may undertake following an incidentinvolving a ride or attraction could cause the affected ride or attraction to be closed for a period of time orindefinitely which could negatively impact our reputation and visitor volumes. In addition, rides (including

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high profile rides) at our theme parks could be subject to stoppages as a result of mechanical or technicalfaults.

Accidents or other safety incidents at other theme parks, including those operated by the operators of ourtheme parks, may generate adverse media coverage which could adversely impact the visitor attractionsindustry generally and the general attitudes of potential visitors to Dubai Parks and Resorts.

Any of these events could adversely affect our future visitor volumes and the impact of any particular eventcould be significantly magnified by media attention and the rapidly growing use of social media.

We could be adversely affected by changes in public and consumer tastes

The future success of Dubai Parks and Resorts depends substantially on consumer tastes and preferencesthat can change in often unpredictable ways and on our ability to ensure that Dubai Parks and Resortsmeets the changing preferences of the broad consumer market. In addition, our Bollywood Parks themepark will be the first of its kind in the world and whilst we believe that the concept will appeal to a largesegment of our target market, we cannot assure you that this will be the case.

Visitor traffic at Dubai Parks and Resorts could be adversely affected if the value of any the key brandsaround which it is themed diminishes as a result of changes in public and consumer tastes or for any otherreason. See ‘‘Our IP rights are critical to the successful future operation of our theme parks and we would bematerially adversely affected if we lose any of our IP rights or if the value of the brands to which we have securedIP rights materially declines’’ above. Similarly, any of the significant attractions at our theme parks may failto achieve appropriate levels of consumer acceptance which could also affect visitor numbers at therelevant theme park and could mean that we incur significant additional capital expenditure in changingthe relevant attraction.

The continuing success of Dubai Parks and Resorts once it is operational will depend on our ability tomaintain its consumer appeal and to create further attractions that meet the preferences of a broadconsumer market and respond to any competitive developments. See ‘‘Our growth strategy may not besuccessful’’ below.

If Dubai Parks and Resorts does not achieve sufficient consumer acceptance, our revenue from admissioncharges, hotel room charges, concessions, merchandise and food and beverage sales and leasing maydecline or fail to grow to the extent that we anticipate when making investment decisions, thereby affectingthe profitability of our future business.

Our growth strategy may not be successful

Our future growth strategy is based around ensuring the successful completion of the Project in theshort-term which involves many risks discussed in this section including, but not limited to, significantconstruction and development risks and risks relating to our ability to successfully market the Project. See‘‘The Project involves the development of three theme parks and two related facilities over a remaining periodthat is expected to be two years and, as a result, we are exposed to significant development and constructionrisks’’ and ‘‘Our ability to market Dubai Parks and Resorts will be critical to our future success’’ above.

In the medium-term, we expect to undertake expansion projects at some or all of our existing theme parksas well as make regular, planned investments that are intended to increase visitor numbers, support priceincreases and drive revenue growth and margin enhancement, as well as to maintain the long-termattractiveness of Dubai Parks and Resorts. We expect that these investments will include:

• installing new attractions;

• replacing old attractions with new, more up-to-date attractions;

• upgrading and/or re-theming existing attractions;

• potentially, securing new IP rights or extensions to existing IP rights; and

• the general maintenance of existing attractions (including ensuring health and safety standards are met).

We cannot be certain, however, that any of our future investments will result in revenue growth or marginenhancement at levels that we anticipate (or at all) or that, if our revenue does increase, the additionalrevenue will be sufficient to recover the amounts we invested and provide a return on the investment.

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In addition, we may be unable to purchase or contract with third parties to build high quality attractionsand to continue to service and maintain those attractions at competitive or beneficial prices, or to providethe replacement parts needed to maintain the operation of such rides. In addition, if our third-partysuppliers’ financial condition deteriorates or they go out of business, we may not be able to obtain the fullbenefit of manufacturer warranties or indemnities typically granted or may need to incur greater costs forthe maintenance, repair, replacement or insurance of these assets.

This medium-term growth strategy will involve significant commitments of management resources andcapital investments and will be subject to our ability to fund such investments. See, for example, ‘‘We maynot be able to fund future capital expenditure and investment in new attractions’’ below.

Although each of our existing theme parks includes an area for future expansion, most of the remainingland surrounding Dubai Parks and Resorts is owned by our founder. Whilst we may, in conjunction withour founder or alone, consider constructing additional theme parks or other distinct attractions in closeproximity to Dubai Parks and Resorts, any such decision would be subject to our ability to:

• acquire the necessary land from our founder, and we currently have no contractual right to require thesale of any part of that land to us except through our right of first refusal. See ‘‘Business of the group—Strategy’’;

• secure the necessary IP rights; and

• secure appropriate funding for the development.

As discussed under ‘‘Business of the group—Strategy’’, our founder has executed a MoU with Six Flagswhich relates to the development of a Six Flags branded theme park in the GCC to be located adjacent tothe Project. Whilst we expect that our founder will offer to transfer its rights and obligations under theMoU and any definitive documentation entered into to us, no agreement has been reached between us andour founder in relation to this proposed theme park and any such agreement would need to include thenecessary land to be transferred and would be subject to appropriate financing, which could includeadditional equity being issued. There is no certainty that we will enter into definitive documentation withour founder relating to this theme park, or if such documentation is executed, that we will be able tosuccessfully develop and open a Six Flags branded theme park and you should not rely on this possibilitywhen making your investment decision.

Any future development that we decide to undertake may fail to become operational on the timetableexpected or fail to open due to setbacks similar to those described above under ‘‘The Project involves thedevelopment of three theme parks and two related facilities over a remaining period that is expected to be twoyears and, as a result, we are exposed to significant development and construction risks’’ or otherwise. We willalso be required to invest substantial amounts in securing the relevant IP rights, developing new themepark attractions or hotel and other resort facilities before we can determine the extent to which thesedevelopments will earn consumer acceptance. In addition, once opened, any future developments may notattract the anticipated volumes of visitors, either in the short- or long-term, or may result in a short- ormedium-term reduction in visits to our then existing theme parks. Furthermore, any future expansion mayplace substantial strain on our managerial, financial and operational resources.

We expect that our future results of operations will show significant seasonality driven by prevailing weatherconditions in Dubai and the timing of the Holy Month of Ramadan

The Project is located in Dubai which experiences hot and humid weather, especially during the months ofJune to September. We expect that these conditions will result in fewer visitors during this period bothbecause it is a relatively low season for tourist arrivals to Dubai and because it is a period when many UAEresidents travel abroad. Accordingly, we expect that our revenue for these months will be lower thanduring other periods. In addition, attendances at our theme parks may be adversely affected at times ofunseasonably hot, humid or wet weather or when forecasts of such weather are made.

The Holy Month of Ramadan occurs annually and its timing moves forward by approximately 11 days eachcalendar year. Muslims who observe Ramadan do not eat or drink during daylight hours and are thereforeunlikely to visit the theme parks at those times. As we expect that a significant proportion of the visitors toour theme parks will be Muslim, we also expect that our visitor numbers and resulting revenue fromoperations will be reduced during Ramadan in each year. This is expected to have a proportionately moresignificant effect on our future revenue in years when the Holy Month falls during our peak attendancetimes.

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The fact that our revenue is expected to be seasonal means that we are exposed to the risk that the impactof any events which may have a short-term adverse effect on our future business will be proportionatelymore significant if they occur during our peak attendance times than during periods of lower attendance.

To help fund the Project, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility and drawingsunder this facility could, in certain circumstances, have a material adverse effect on our future operations andfuture ability to pay dividends

On 9 November 2014, we entered into a U.S.$1.15 billion (AED 4.2 billion) term facility with a syndicate ofbanks (the Committed Facility). Coupled with this committed funding, following completion of theOffering and an additional equity subscription by our founder prior to the Offering, we will have securedsufficient funding to meet the currently budgeted total Project cost of AED 10.5 billion, see ‘‘Business ofthe group—Project costs and funding—Funding’’. However, we remain exposed to funding risk to the extentthat completion of the Project is materially delayed or our actual capital expenditure in completing theProject exceeds our current budget. Although the Parent Guarantors have agreed with the lenders underthe Committed Facility to provide additional funding through an interest-free shareholder loan to us toenable completion of the Project in these circumstances, we have no rights to enforce this agreement andaccordingly, there is no assurance that any additional funds from the Parent Guarantors will beforthcoming. Any material funding shortfall could result in our needing to find other ways to finance theProject, which may include scaling back, deferring or eliminating some aspects of the Project, which couldadversely impact our future revenue and extend the time until we elect to pay dividends. To the extent thatwe are able to secure the necessary financing to fund any cost overrun, our future returns from the Projectwill also be adversely affected as such additional financing has not been included in the Projections.

Under the terms of the Committed Facility, we are required to adhere to certain financial covenants,including maintaining a leverage ratio of Project consolidated total net debt to Project consolidatedEBITDA within a defined range; maintaining a debt service cover ratio at or above a defined level; andmaintaining the Project’s consolidated tangible net worth at or above a defined amount.

These covenants, which are summarised under ‘‘Material contracts—Committed Facility’’, could limit ourfinancial and operational flexibility in planning for, or responding to, future changes in our business andindustry. In addition, our future indebtedness could also affect us in a number of ways, including:

• a substantial portion of the cash flow which we expect to derive from our future operations may bededicated to the payment of interest on this indebtedness, thereby reducing the funds available for otherpurposes (including making distributions to shareholders);

• our ability to obtain additional financing in the longer term, including our ability to refinance thisindebtedness on comparable terms, or at all, could be limited;

• in the event of a downturn in revenue, our leverage could have a disproportionately negative effect onour profitability; and

• drawings under the Committed Facility will bear interest at variable rates and an increase in interestrates will therefore have a negative effect on our future profitability and cash flow.

To the extent that our cash flows from future operations and capital resources are insufficient to serviceour future indebtedness at any time, we may be forced to reduce or delay capital expenditure, sell assets,seek additional capital or restructure or refinance our indebtedness. These alternative measures may notbe successful and may not enable us to meet our scheduled debt service obligations, in which case we maydefault on our debt obligations and be at risk of insolvency proceedings. Our ability to restructure orrefinance our debt will depend on numerous factors, including general economic and market conditions,international and domestic interest rates, credit availability from banks or other financiers and investorconfidence in us and their perceptions of our future business success. Any refinancing of our debt could beat higher interest rates and may require us to comply with onerous covenants, which could further restrictour business operations.

We may not be able to fund future capital expenditure and investment in new attractions

A principal competitive factor for a theme park is the originality and perceived quality of its attractions.We expect that we will need to make continued capital investments through maintenance and the regularaddition of new attractions. Our ability to fund this future capital and investment expenditure will dependon our ability to generate sufficient cash flow from operations and to raise capital from third parties. We

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cannot be certain that our operations will be able to generate sufficient cash flow to fund such costs or thatwe will be able to raise sufficient financing, which will depend on similar factors to those discussed under‘‘To help fund the Project, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility and drawingsunder this facility could, in certain circumstances, have a material adverse effect on our future operations andfuture ability to pay dividends’’ above.

In past years, global credit markets have experienced sometimes prolonged periods of difficult conditions,including reduced liquidity, greater volatility, widening of credit spreads, liquidity and solvency concerns atboth regional and international banks leading to significant government intervention and financial support,and decreased availability of funding generally. Any recurrence of these conditions could make it difficultor significantly more expensive for us to obtain additional financing, either on a short- or long-term basis,to fund developments or to repay our existing indebtedness.

We may not have adequate insurance

We manage our construction risks by requiring all of our contractors to obtain and maintaincomprehensive insurance, and prior to the theme parks becoming operational, we intend to adoptinsurance coverage that is in accordance with industry standards. Although we seek and will continue toseek to ensure that the Project and, once it is completed, Dubai Parks and Resorts are and will beappropriately insured, we cannot be certain that any of our existing insurance policies will be renewed onequivalent terms or at all or that we will be able to obtain, or increase the amount of, insurance for any newrisks that we may face in the future on terms that are acceptable to us. For example, we currently carrythird party liability insurance but may need to increase the amount of this insurance once Dubai Parks andResorts is operational. We will also need to take out property insurance to cover all the new assetsconstructed as part of the Project and will be required by law to obtain terrorism insurance, which weexpect will be expensive. Accordingly, there is a risk that we may be unable to obtain the insurance coverwe desire at premiums which we believe to be reasonable.

Companies engaged in the theme park industry may be sued for substantial damages in the event of anactual or alleged incident, which could increase our future insurance costs or make such insurance moredifficult to obtain. In addition, our properties and future business could suffer physical damage from fire orother causes, resulting in losses (including loss of future income) that may not be fully compensated byinsurance. Further, certain types of risks and losses (for example, losses resulting from acts of war orcertain natural disasters) are not economically insurable or generally insured.

If we experience an uninsured or uninsurable loss in the future or if any insurance proceeds which wereceive are insufficient to repair or replace a damaged or destroyed property, we could incur significantcapital expenditure and our future business results could be materially adversely affected. Any significantinsurance claims in respect of incidents at Dubai Parks and Resorts or other similar attractions could resultin significantly increased insurance premiums or make the relevant insurance more difficult to obtain.

Where we experience an insured against event, we cannot be certain that the proceeds of insurance whichwe receive will fully cover our loss. Our insurance policies may be subject to deductibles or exclusions thatcould materially reduce the amount we recover and, in certain circumstances, the policies could be void orvoidable at the option of the insurer. In addition, our insurers may become insolvent and therefore not beable to satisfy any claim in full or at all.

The high fixed cost structure of theme park operations can result in significantly lower margins if our revenuedeclines

We expect that a large portion of our future expenses related to the operation of our theme parks will berelatively fixed because the costs for full-time employees, maintenance, utilities, advertising and insurancegenerally do not vary significantly with changes in visitor numbers. These fixed costs may increase at agreater rate than our revenue and we may not be able to reduce them at the same rate as decliningrevenue. If cost-cutting efforts are insufficient to offset declines in revenue or are impracticable, we couldexperience a material decline in margins, revenue, profitability and reduced or negative cash flow. Sucheffects can be especially pronounced during periods of economic contraction or slow economic growth.

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We are and will be required to comply with applicable laws and regulations and to maintain licences and permits tooperate our existing and future businesses, and our failure to do so could materially adversely affect our futureoperations and prospects

We are required to comply with numerous laws and regulations, both at the local and federal level, duringthe development and construction of the Project, and will be required to comply with additional laws andregulations when Dubai Parks and Resorts becomes operational. These laws and regulations currentlyrequire and will require the maintenance and renewal of a range of licences and permits. Because of thecomplexities involved in procuring and maintaining numerous licences and permits, as well as in ensuringcontinued compliance with different and sometimes inconsistent local and federal licensing regimes, wecannot be certain that we will at all times be in compliance with all of the requirements imposed on us.

In part due to the desire of certain countries in the MENA region, including in particular the UAE, toaccede to the World Trade Organisation, the governments of these countries have begun, and we expectwill continue, to implement new laws and regulations which could impact the way we conduct our business.As a result, we cannot be certain that any future changes to current laws would not increase our costs orotherwise materially adversely affect the way in which we conduct our business.

Our failure to comply with applicable laws and regulations and/or to obtain and maintain requisiteapprovals, certifications, permits and licences, whether intentional or unintentional, could lead tosubstantial sanctions, including criminal, civil or administrative penalties, revocation of our licences and/orincreased regulatory scrutiny, and liability for damages. It could also trigger a default under one or more ofour financing arrangements or result in contracts to which we are a party being deemed unenforceable. Forthe most serious violations, we could be required to suspend our operations until we obtain requisiteapprovals, certifications, permits or licences or otherwise bring our operations into compliance. Inaddition, any adverse publicity resulting from any such non-compliance, particularly as regards the safetyof the leisure and entertainment venues located in Dubai Parks and Resorts, could have a material adverseeffect on our reputation and future business operations and prospects.

We are subject to various environmental and health and safety laws, regulations and standards in connection withthe Project

We intend to adopt health and safety standards that match the best practices adopted by industry leaders.In addition, we are and will continue to be required to comply with applicable laws and regulations inDubai and the UAE and we require and will continue to require all of our contractors to comply with allapplicable health and safety requirements. If we and/or one or more of our contractors fails to comply withthe relevant standards, we or they may be liable to penalties and our future business and/or reputationmight be materially and adversely affected.

In addition, we seek and will continue to seek to ensure that we and our contractors comply with allapplicable environmental laws in Dubai and the UAE. While we believe that we are in compliance withcurrently applicable environmental laws, we cannot be certain that we will not be subject to environmentalliability in the future. If an environmental liability arises in relation to the Project or any of our themeparks or other destinations once they are completed and it is not remedied, or it is not capable of beingremedied, this could have a material adverse effect on the Project or the relevant destination, eitherbecause of the cost implications or because of disruption to operations at the relevant property.

Amendments to the existing laws and regulations relating to health and safety and environmentalstandards may impose more burdensome and costlier requirements and our compliance with such laws orregulations may require us to incur significant capital expenditure or other obligations or liabilities, whichcould materially adversely affect our future operating results.

The success of Dubai Parks and Resorts will depend on our ability to recruit and train an appropriate workforce

The success of Dubai Parks and Resorts, once it is operational, will in large part depend on our ability toattract, train, motivate and retain a large number of qualified employees to meet our needs. As there areonly a limited number of theme parks in the UAE, there is a significant lack of potential employees withthe necessary experience or training. As a result, we expect to make a significant investment, in terms ofboth time and money, in recruiting and training the necessary workforce. This training will need to coverall aspects of theme park operations, including running attractions safely, delivering shows and otherentertainment and a high level of customer service. If we are unable to recruit sufficient staff, or to trainthem to the necessary standards, our future operating results may be adversely affected.

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We are dependent on our IT systems, which may fail or be subject to disruption

Our current and future operations, including in particular the online booking systems we expect toimplement in relation to our theme parks, will be dependent on our information technology (IT) systems,and there is a risk that these systems could fail. We cannot be certain that our IT systems will be able tosupport the volumes of online traffic we may experience. Although we intend to maintain businesscontinuity procedures and security measures in the event of IT failures or disruption, including backup ITsystems for business critical systems, these procedures and measures may not anticipate, prevent ormitigate a network failure or disruption and will not protect against an incident to the extent that there isno alternative system or backed-up data in place.

Once our theme parks are operational, our staff and our IT systems will process sensitive personalcustomer data (including name, address, bank details and credit card details) and therefore must complywith strict data protection and privacy laws. Such laws and regulations will restrict our ability to collect anduse personal information relating to customers and potential customers including the use of thatinformation for marketing purposes. We also expect to be at risk from cyber-crime. Whilst we intend toimplement procedures to ensure compliance with the relevant data protection regulations by ouremployees and any third party service providers, and to implement security measures to help preventcyber-crime, we will remain exposed to the risk that sensitive data is wrongfully appropriated, lost ordisclosed in breach of applicable regulation. In such a case, we could face liability under data protectionlaws or sanctions by card merchants. This could also result in the loss of customer goodwill and deter newcustomers which could materially adversely affect our future business operations and prospects.

We are not currently a party to certain key Project-related contracts which could adversely affect us should acounterparty default before we become a party to the relevant contract

To date, our founder has undertaken a significant proportion of all Project-related work, including, eitheritself or through a subsidiary, entering into the key Project-related contracts such as IP licences, operatoragreements, consultancy contracts, procurement contracts in relation to attractions and design andconstruction contracts. Our founder has agreed to use reasonable endeavours to procure the novation ofall relevant contracts to us and is in the process of securing these novations. As the novations require theconsent of the other parties to the relevant contracts, it can take considerable time for each novation to befinalised. Unless and until a contract is novated to us, we will have no direct rights to enforce the contractagainst the relevant counterparties in the event of a default by any of them. As a result, should anycounterparty default prior to the novation taking place, we will not be able to obtain redress ourselves andwould also have no right to compel the original Meraas group party to the contract to enforce it on ourbehalf.

In preparation for the Offering, we have implemented a number of corporate governance and other policies,processes, systems and controls which have a limited operating history

We are a recently established privately owned company. In preparation for the Offering, we haveimplemented a number of corporate governance and other policies, processes, systems and controls tocomply with the requirements for a publicly listed company on the DFM. While we believe we will be infull compliance with these requirements from Admission, we do not have a track record on which we canassess the performance of these policies, processes, systems and controls or an analysis of their outputs.Any material inadequacies, weaknesses or failures in our policies, processes, systems and controls couldhave a material adverse effect on our future business operations and prospects.

After the Offering, our founder will continue to be able to exercise significant influence over us, our managementand our operations

As at the date of this Offering Memorandum, our founder holds, directly and indirectly, 100 per cent. ofour issued share capital. Immediately following the Offering, our founder will hold, directly and indirectly,60 per cent. of our issued share capital. As a result, our founder will be able to exercise control over ourmanagement and operations and over our shareholders’ meetings, such as in relation to the payment ofdividends, substantial mergers or other business combinations, the acquisition or disposal of substantialassets, the issuance of equity or other securities and the appointment of the majority of the directors to ourBoard of Directors (the Board) and other matters. We cannot assure you that the interests of our founderwill coincide with the interests of purchasers of the Shares.

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Furthermore, our founder’s significant ownership may:

• delay or deter a change of control of the Company (including deterring a third party from making atakeover offer for the Company);

• deprive shareholders of an opportunity to receive a premium for their Shares as part of a sale of theCompany; and

• affect the liquidity of the Ordinary Shares,

each of which could have a material adverse effect on the market price of the Ordinary Shares. We arecurrently in the development and construction phase of the Project and have not yet established all thefunctions which are necessary to operate our business. Whilst we intend to have all such functions in placeprior to the opening of our theme parks, during this interim phase of our development we currently rely onservices from our founder to provide the required support in certain areas, including IT, finance andaccounting, internal audit, human resources, insurance and legal servicing. See ‘‘Related partytransactions—Services agreement’’.

Finally, whilst our founder has agreed not to develop or operate theme parks which would compete withour theme parks (see ‘‘Related party transactions—Relationship agreement’’), it is possible that futuredevelopments by our founder may indirectly compete with Dubai Parks and Resorts, and it may takedecisions with respect to those businesses that are adverse to the interests of our other shareholders.

RISKS RELATING TO THE OFFERING AND TO THE ORDINARY SHARES

Substantial sales of Ordinary Shares by our founder could depress the price of the Ordinary Shares

Sales of a substantial number of Ordinary Shares by our founder following the completion of the Offeringmay significantly reduce our share price. Pursuant to the Companies Law, our founder is restricted fromselling or transferring its Ordinary Shares during the Two-year Lock-up Period. In addition, pursuant to theterms of the Underwriting Agreement, we will contractually agree, for a period of 180 days after Admissionand, pursuant to the terms of the Founder Lock-up Agreement, our founder will contractually agree forthe Two-year Lock-up Period and the members of the senior management team named under‘‘Management’’ who acquire Shares in the Offering have contractually agreed for a period of 2 years afterAdmission, to certain restrictions on our and their ability to sell, transfer and otherwise deal in our andtheir Ordinary Shares, unless otherwise consented to by the Joint Global Coordinators. Nevertheless, weare unable to predict whether substantial amounts of Ordinary Shares (in addition to those which will beavailable in the Offering) will be sold in the open market following the completion of the Offering. Anysales of substantial amounts of Ordinary Shares in the public market, or the perception that such salesmight occur, could materially and adversely affect the market price of the Ordinary Shares.

We may not pay cash dividends on the Ordinary Shares. Consequently, you may not receive any return on yourinvestment unless you sell your Ordinary Shares for a price greater than that which you paid for them

We currently have negative retained earnings and do not expect to earn material amounts of revenue until2017 at the earliest. As a result, we are unlikely to generate profits or pay a dividend on the OrdinaryShares until the business is fully operational and we are generating stable cash flow in excess of operationalrequirements. While we intend to pay dividends in respect of the Ordinary Shares once our business isgenerating sufficient and stable cash flow and profits, there can be no assurance that we will do so. See‘‘Dividend policy’’. Any decision to declare and pay dividends in the future will be made at the discretion ofour Board and will depend on, among other things, applicable law and regulations, our results ofoperations, financial condition and cash requirements, contractual restrictions (including, in particular, thedistributions and excess cash flow provisions contained in our Committed Facility as described under‘‘Material contracts—Committed Facility’’), our future projects and plans and other factors that our Boardmay deem relevant. As a result, you may not receive any return on your investment in the Shares unlessyou sell your Shares for a price greater than that which you paid for them.

The Offering may not result in an active or liquid market for the Ordinary Shares

Prior to the Offering, there has been no public trading market for the Ordinary Shares. We cannotguarantee that an active trading market will develop or be sustained following the completion of theOffering, or that the market price of the Ordinary Shares will not decline thereafter below the Offer Price.The trading price of the Ordinary Shares may be subject to wide fluctuations in response to many factors,

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as well as stock market fluctuations and general economic conditions or changes in political sentiment thatmay adversely affect the market price of the Ordinary Shares, regardless of our actual performance orconditions in Dubai.

The DFM is significantly smaller in size than other established securities markets and there can be no assurancethat a liquid market in the Ordinary Shares will develop

The Company has applied for the Ordinary Shares to be admitted to the Official List of Securities of theDFM. The DFM has been open for trading since March 2000, but its future success and liquidity in themarket for the Shares cannot be guaranteed. The DFM is substantially smaller in size and trading volumethan other established securities markets, such as those in the United States and the United Kingdom. Asat 11 November 2014, there were 67 companies with securities traded on the DFM, which had a totaltrading volume of AED 259.7 billion in 2013. The market capitalisation on the DFM as at 11 November2014 was approximately AED 371.7 billion. Brokerage commissions and other transaction costs on theDFM are generally higher than those in Western European countries.

These factors could generally decrease the liquidity and increase the volatility of the share prices, which inturn could increase the price volatility of the Ordinary Shares and impair the ability of a holder of OrdinaryShares to sell any Ordinary Shares on the DFM in the desired amount and at the price and time achievablein more liquid markets.

Investors’ rights as shareholders will be governed by UAE law and may differ in some respects to the rights ofshareholders under the laws of other jurisdictions

We are in the process of being converted from a limited liability company to a public joint stock companyincorporated in the UAE. The rights of holders of the Ordinary Shares are governed by the Articles ofAssociation and UAE law. These rights may differ in some respects from the rights of shareholders incompanies incorporated outside the UAE. See ‘‘Description of share capital—Memorandum and articles ofassociation’’ for a summary of the Articles of Association as in force following Admission and applicableUAE law. In particular, protections for minority shareholders are less developed under UAE law than inmore developed securities markets.

It may be difficult for shareholders to enforce judgments against us in the UAE, or against our directors and seniormanagement

The Company is in the process of being converted from a limited liability company to a public joint stockcompany incorporated in the UAE. All of the Company’s assets are located in the UAE. In addition, mostof our directors and officers reside in the UAE. As a result, it may not be possible for investors to effectservice of process outside the UAE upon the Company or our directors and senior management or toenforce in courts outside the UAE judgments obtained against them in courts outside the UAE.

Holders of the Ordinary Shares may not be able to exercise their pre-emptive rights if we increase our share capital

Under our Articles of Association (the Articles) to be adopted with effect from, and conditional upon, ourconversion to a public joint stock company, holders of Ordinary Shares generally have the right tosubscribe and pay for a sufficient number of Ordinary Shares to maintain their relative ownershippercentages prior to the issuance of any new ordinary shares in exchange for cash consideration. However:

• such right is disapplied in certain circumstances where such issuance is approved by a resolution of theextraordinary general assembly of the Company (pursuant to a recommendation of the Board) and inlimited cases that are in the interest of the Company and its shareholders, being (i) entry of a strategicinvestor as a shareholder in the Company, provided that its activities are similar or complementary tothe Company’s activities and results in a real benefit to the Company; (ii) conversion of the Company’sdebts into Ordinary Shares; or (iii) the implementation of an employee incentive plan; and

• non-UAE holders of the Ordinary Shares may not be able to exercise their pre-emptive rights unless therelevant offer is qualified under the securities laws of their home jurisdiction or exempt from such laws.We currently do not intend to effect any such qualifications, and no assurance can be given that anexemption will be available to enable such holders to exercise their pre-emptive rights or, if available,that we will utilise such exemption.

To the extent that any holder of the Ordinary Shares does not have pre-emptive rights or is not able toexercise any pre-emptive rights that the holder may have, the proportional interest of such holder would bereduced.

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USE OF PROCEEDS

The gross proceeds from the Offering are expected to total approximately AED 2,554,018,394. After thededuction of the fees and commissions payable to the Managers and the other expenses of the Offeringpayable by the Company, which are expected to amount to approximately AED 60 million in aggregate, thenet proceeds of the Offering will amount to approximately AED 2,494,000,000. All of the net proceeds willbe received by the Company. The Company intends to use the net proceeds from the Offering to fund aportion of the equity financing of the Project. For additional information, see ‘‘Business of the group—Project costs and funding’’.

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DIVIDEND POLICY

We do not expect to earn material amounts of revenue until 2017 at the earliest. As a result, we areunlikely to generate profits or pay a dividend on the Ordinary Shares until our business is fully operationaland we are generating stable cash flow in excess of operational requirements. At that time, we intend toadopt a progressive dividend policy while maintaining an appropriate ratio of dividends to profitability andcomplying with the distributions and excess cash flow covenants in our Committed Facility which aredescribed under ‘‘Material contracts—Committed Facility’’. This dividend policy will reflect our earningspotential and will allow us to retain sufficient capital to fund ongoing operating requirements andcontinued investment. Our expectations in relation to dividends are subject to numerous assumptions, risksand uncertainties, which may be beyond our control. See ‘‘Information regarding forward-lookingstatements’’ and ‘‘Risk factors—Risk factors relating to the Project and our future business—To help fund theProject, we have entered into a U.S.$1.15 billion (AED 4.2 billion) term facility and drawings under this facilitycould, in certain circumstances, have a material adverse effect on our future operations and future ability to paydividends’’ and ‘‘Risk factors—Risks relating to the Offering and to the Ordinary Shares—We may not pay cashdividends on the Ordinary Shares. Consequently, you may not receive any return on your investment unless yousell your Shares for a price greater than that which you paid for them’’.

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CAPITALISATION AND INDEBTEDNESS

The table below shows our capitalisation and indebtedness as at 31 August 2014 and as adjusted to reflectthe following factors:

• the issue of new Ordinary Shares to our founder in consideration for (i) a further AED 2.0 billion incash contributions, (ii) the transfer and lease of land as discussed under ‘‘Presentation of financial andother information—Land valuation’’; (iii) the funding of certain expenditures carried as liabilities on ourbalance sheet as at 31 August 2014 as detailed under ‘‘Related party transactions’’;

• the issue of new equity as part of the Offering; and

• assumed drawings of AED 4.2 billion under the Committed Facility, sufficient, when added to the equitycontributions described above, to fully fund the budgeted capital expenditure of the Project.

As at 31 August 2014

Original As adjusted

(AED million)

Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,214(1)

Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0(2) 6,322(3)

Proposed share capital increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 686(4) 0Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 24

Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 662 10,513

Notes:

(1) Assumes that the Committed Facility has been drawn in an amount sufficient, when added to our existing equity (including theproposed share capital increase), the proceeds of the Offering, and the additional equity contributed by our founder as referredto in note 3(i) and (ii) below, to fully fund the budgeted capital expenditure of the Project (AED 10.5 billion). The Companyanticipates that it will commence drawing under the Committed Facility during 2015.

(2) Comprises 300 Ordinary Shares of AED 1,000 each which have been authorised, issued and fully paid.

(3) (i) AED 2.5 billion in net proceeds from the Offering and (ii) equity contributions in cash or in kind made or to be made by ourfounder totalling AED 3.1 billion as follows: (a) additional cash contributions committed to be made by our founder in anamount of AED 2.0 billion, (b) a contribution of land in kind valued at AED 896 million and (c) funding of certain Project costswe carried on our balance sheet as liabilities as of 31 August 2014 in the amount of AED 195 million.

(4) Relates to the waiver of related party liabilities against the issue of new shares, see note 9(g) to the Historical FinancialInformation and ‘‘Related party transactions—Related party transactions prior to 31 August 2014’’.

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MARKET OVERVIEW

OVERVIEW OF THE THEME PARK INDUSTRY

Introduction

Theme parks are typically outdoor sites with rides and shows as the main attractions and are typicallyseasonally operated. Theme parks often focus on a central concept or multiple themes and aim to appealto families and/or young adults. Theme park revenue is driven by visitor volumes, upfront admission feesand, because of the duration of stay, secondary spend, which may include sales of retail merchandise, foodand beverages, accommodation and ancillary products, such as souvenir photography. Theme parks may becategorised in a number of ways, including by type, and we set out below a brief analysis of ourcategorisation of theme parks by number of visits.

A significant portion of the market data and analysis included in this section has been obtained from theFeasibility Study prepared by the Technical Expert. See also ‘‘Financial projections—Assumptions’’.

International destination theme parks

We consider international destination theme parks to be parks that typically target visitors from a widecatchment area, including international ‘‘fly-in’’ tourists, and attract families as their prime demographic.The majority of international destination theme parks are located in the United States (with Walt DisneyWorld and Universal Studios in Orlando, Florida being examples). We categorise international destinationtheme parks as theme parks which typically attract more than five million visits in aggregate (i.e. across thedestination) annually. The attractions at international destination theme parks tend to be themedexperiences, with a focus on storytelling and are based on owned or licensed intellectual property.Secondary spend is a significant source of revenue at international destination theme parks, with on-siteaccommodation comprising an important element.

In Europe, Disneyland Paris is currently the only example of an international destination theme park basedon 2013 visits (as recorded by TEA/AECOM’s Global Attractions Attendance Report 2013 (AECOM))and there are a small number of international destination theme parks in Asia.

National/regional destination theme parks

We consider national/regional destination theme parks to be parks that target visitors from thesurrounding area (generally a two hour drive but up to five hours), in some cases complemented by alimited number of international visitors from neighbouring countries. We categorise national/regionaldestination theme parks as theme parks which typically attract between one and five million visits annually.The attractions at national/regional destination theme parks tend to be themed experiences, typicallyattracting families and teens for one to three day visits. Retail merchandise, food and beverages andancillary products are key secondary sources of revenue, and we believe that accommodation, includingon-site hotels, are becoming more relevant to national/regional destination theme parks.

In Europe, we believe that most theme parks (including the European LEGOLAND theme parks, EuropaPark in Germany, Tivoli Gardens in Denmark and De Efteling in The Netherlands) are national/regionaldestination theme parks based on visit numbers in 2013 (as recorded by AECOM). The Busch Gardenstheme parks in Florida and Virginia are examples of national/regional destination theme parks in theUnited States whilst Yokohama Hakkeijimo Sea Paradise and Songcheng Park in Japan and China,respectively, are examples in Asia (again based on 2013 visits as recorded by AECOM). We believe thatAquaventure, the leading water park in the UAE by visit numbers according to AECOM and by size (at1.8 million square feet, according to the Feasibility Study), constitutes a national/regional destinationtheme park, with 1.2 million visits in 2013.

Regional amusement parks(1)

Regional amusement parks have historically developed from travelling shows and are now characterised byhaving thrill rides with limited theming as their main attractions. Regional amusement parks generallyattract older children and young adults with an average stay of half a day and a typical driving journey timeof up to two hours. We categorise regional amusement parks as those which typically attract up to one

(1) According to the Feasibility Study, Wild Wadi, Yas Waterworld and Ferrari World had visits of approximately 860 thousand,700 thousand and 750 thousand, respectively, in 2013 and are approximately 520 thousand, 1.6 million and 2.2 million squarefeet, respectively, in size.

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million visits annually. Rather than charge admission fees up front, some regional amusement parks offer a‘pay-as-you-go’ format where secondary spend is typically limited. We believe that two water parks inDubai and Abu Dhabi, Wild Wadi and Yas Waterworld, as well as the Ferrari World theme park in AbuDhabi, currently constitute regional amusement parks based on 2013 visit numbers (as recorded byAECOM) which were all under 1 million visits in 2013.

Major international destination theme parks around the world by number of visits

The table below, which uses data from AECOM, shows the number of visits for each theme parkworldwide which generated more than five million visits in 2013.

Theme park Country Region 2013 number of visits

Disney Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States Americas 50.1 million(1)

Disney Tokyo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan Asia 31.3 million(2)

Disney California . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States Americas 24.7 million(2)

Universal Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States Americas 15.2 million(2)

Disneyland Paris . . . . . . . . . . . . . . . . . . . . . . . . . . . . France Europe 14.9 million(2)

Universal Osaka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan Asia 10.1 millionOcean Park . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong Asia 7.5 millionDisney Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong Asia 7.4 millionLotte World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South Korea Asia 7.4 millionEverland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South Korea Asia 7.3 millionUniversal California . . . . . . . . . . . . . . . . . . . . . . . . . . United States Americas 6.1 millionNagashima Spa Land . . . . . . . . . . . . . . . . . . . . . . . . . Japan Asia 5.8 millionSeaworld Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States Americas 5.1 million

Notes:

(1) Comprises four separate theme parks with visit numbers aggregated for each park.

(2) Comprises two separate theme parks with visit numbers aggregated for each park.

Dubai Parks and Resorts

We are positioning Dubai Parks and Resorts as an international destination theme park, given theintegration of the three theme parks under a single destination management organisation, and we believethat it will be the first such theme park in the Middle East. Our projected visit numbers in 2017, being ourfirst full year of operations, are for 6.7 million visits across the three parks. See ‘‘Financial projections’’.

Theme parks by demographic appeal

We believe that there are three main demographic categories that theme parks seek to target:

• Families and young adults: generally international and national/regional destination theme parks targetthe broader segment of families (including grandparents with their grandchildren) and young adults;

• Teenagers and young adults: theme parks that target teenagers, young adults and families with olderchildren tend to be positioned as regional amusement parks with a focus on thrill rides, with visitorstypically spending no more than a day at the park given the intense nature of the entertainment.State-of-the-art rides and the introduction of new rides are key drivers of visitor volume at these parks;and

• Families with young children: theme parks that target families with young children generally have thebacking of a strong family brand (for example, LEGO) or appeal to both children and adults who areseeking an enjoyable experience alongside an element of education.

Within Dubai Parks and Resorts each of motiongate and Bollywood Parks will primarily target the first twodemographic segments while LEGOLAND Dubai will primarily target the third demographic segmentlisted above.

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Park operators

The table below shows the top 10 theme park operators worldwide in 2013, in terms of theme park visits,according to AECOM.

Theme park group 2013 visits

1 Walt Disney Attractions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,549,0002 Merlin Entertainments Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,800,0003 Universal Parks and Resorts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,360,0004 OCT Parks China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,320,0005 Six Flags Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,100,0006 Parques Reunidos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,017,0007 Cedar Fair Entertainment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,519,0008 Seaworld Parks & Entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,400,0009 Fantawild Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,118,00010 Haichang Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,096,000

The motiongate and Bollywood Parks theme parks at Dubai Parks and Resorts will be operated by ParquesReunidos, while LEGOLAND Dubai will be operated by Merlin Entertainments.

Parques Reunidos is a Spanish theme park operator that has almost 50 years of experience in theme parkoperations. Parques Reunidos operates over 50 water, amusement, zoo and nature and other parks in 11countries, with a significant presence in Spain and the United States. In 2013, Parques Reunidos was thesixth largest global theme park operator, based on number of visits, according to AECOM.

Merlin Entertainments is a British theme park operator, operating 100 attractions in 22 countries acrossfour continents. In 2013, Merlin Entertainments was the second largest global theme park operator, basedon number of visits, according to AECOM. Merlin Entertainments operates the six other LEGOLANDtheme parks, in addition to the Madame Tussauds wax museums across the world, resort theme parks inEurope and other attractions.

Trends in theme park attendance

Aggregate attendance at the top 25 theme parks worldwide by 2013 visit numbers grew by an average of4.4 per cent. per annum between 2010 and 2013, from 189 million visits in 2010 to 215 million visits in 2013,with the top 10 theme parks growing by an average of 3.2 per cent. per annum, according to figures inTEA/AECOM’s Global Attractions Attendance Reports from 2011-2013.

In response to growing demand for theme park attractions, there has been significant growth andinvestment in theme park establishments, particularly in Asia, with the opening of Universal StudiosSingapore in 2010, LEGOLAND Malaysia in 2012, Indonesia Jungleland in 2013, Happy Valley Tianjin inChina in 2013 and Cartoon Network Amazone Thailand in 2014. In addition, IMG Worlds of Adventure inDubai is expected to open in 2015, Twentieth Century Fox World in Malaysia is expected to open in 2016and Warner Brothers in Abu Dhabi may open in the future, although no date has yet been announced.

According to the Feasibility Study, theme parks across the world are transitioning into integrated resorts byadding themed hotels, additional attraction areas and retail, dining and entertainment outlets, and areincreasingly offering multi-day ticket and hotel packages and themed experiences, in order to increase timespent at the particular destination, thereby capturing increased tourist spend. An example of this trend isthe transitioning of certain LEGOLAND theme parks, such as those in Windsor and California, toLEGOLAND resorts.

We believe that we are ideally positioned to capture theme park demand in the Middle East where thereare only limited smaller offerings and currently no international destination theme parks. See ‘‘Competitiveenvironment—Leisure and entertainment options in the UAE’’ below. In addition, we are positioning DubaiParks and Resorts as a fully integrated international destination theme park to maximise both visitnumbers and visitor spend.

KEY THEME PARK INDUSTRY DEMAND DRIVERS

The performance of the theme park industry is influenced by a number of factors, some of which areexternal drivers and affect the overall number of visitors to theme parks, and others are internal drivers,within the control of each operator. Over the longer-term, the demand for leisure attractions such as

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theme parks has proven to be relatively resilient to short-term changes in external factors, such aseconomic fluctuations or periods of unusual weather conditions. We believe that the following are the maindrivers influencing the theme park industry.

Theme park demand

The majority of theme parks are reliant on existing resident and tourist markets as a key determinant ofattendance levels (although the scale of market required to support a regional amusement park is typicallyconsiderably lower than for an international destination theme park). The theme park demand within agiven target market is influenced by the scale and growth of both residents and tourists, as well as thepropensity of individuals to visit theme parks. We have analysed our potential theme park demand below,see ‘‘Demographic trends’’, ‘‘Trends in international tourism’’ and ‘‘Financial projections—Assumptions’’.

Economic conditions

Increasing globalisation, urbanisation and rising disposable income have been major factors for growth ininternational tourism. During economic upturns (as currently being experienced in the UAE), disposableincome grows and individuals have more to spend on leisure activities. Conversely, during economicdownturns, individuals have less to spend. During downturns, however, regional/national destinationtheme parks and regional amusement parks tend to benefit from a staycation effect, as individuals opt totrade down from destination holidays but do not entirely cease their spend on entertainment. Over thelonger-term, growth in disposable income is an important driver of the demand for entertainment.

Demographic trends

Demographic shifts within a theme park’s catchment area influence the number of potential visitors withinthat theme park’s target market. The target market for Dubai Parks and Resorts includes the UAE, therest of the Middle East, the Indian subcontinent, other major tourist markets, including Russia, the UKand the United States as well as growing markets such as China.

The UAE’s population grew at a compound annual growth rate of 8.8 per cent. between 2006 and 2013,from 5.0 million to an estimated 9.0 million, according to data from the International Monetary Fund(IMF) World Economic Outlook Database, April 2014 (the IMF 2014 Database) and is estimated by thesame source to grow at a compound annual growth rate of 2.9 per cent. between 2013 and 2019 to10.7 million. A significant part of this population is non-national, comprising a large expatriate workforce.Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and 61 percent. of residents under the age of 45, according to the Feasibility Study.

Moreover, according to the Feasibility Study based on data from the UAE National Bureau of Statistics,the UAE’s economically active population is expected to reach 3.1 million by 2026, a CAGR of 3 per cent.from 2.2 million in 2013.

Trends in international tourism

According to ITB World Travel Trends Report 2014, city trips are becoming the preferred holidaydestination of international tourists. Between 2009 and 2013, city trips grew by 47 per cent. compared totouring, the second most favoured option, which grew by 27 per cent. There are multiple factors impactingthis trend, including the fact that cities in emerging markets are providing new destinations.

Leisure and entertainment attractions are supported by increasing and sustainable attendance by inboundtourists and residents in the locale where the attraction is based. The Middle East, and the UAE inparticular, has experienced strong flows of tourists, with sources of inbound tourists coming from otherMiddle Eastern countries and from outside the region. From 2000 to 2013, inbound tourism to the MiddleEast more than doubled to 51.6 million inbound tourists in 2013, compared to 24.1 million inbound touristsin 2000, according to the UN World Tourism Organisation’s Tourism Highlights, 2014 Edition (2014 UNTourism Highlights Report). The UAE, in particular, experienced an 8.6 per cent. year-on-year growth inhotel tourist arrivals between 2006 and 2013, driven largely by tourist arrivals in Dubai, according toDTCM statistics.

According to the 2014 UN Tourism Highlights Report, tourist arrivals in the Middle East are expected toincrease from 52 million in 2013 to 149 million in 2030, making it the fastest growing region in the world interms of inbound tourism. Tourist arrivals (as measured by hotel guests) in Dubai numbered 11.0 million in

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2013, according to DTCM, and are expected to reach 22.6 million tourists in 2020, according to theFeasibility Study based on BMI forecasts.

For specific factors influencing tourism to Dubai and the UAE, see ‘‘Tourism drivers in Dubai and the UAE’’below.

Weather

Weather conditions (good or bad) have a larger influence at regional/national destination theme parks(which generally involve day trips planned at shorter notice) than international destination theme parks(where trips and travel are generally planned longer in advance).

Reflecting the generally hot and humid weather that the UAE experiences in the summer, particularlyduring July and August, many of the attractions in Dubai Parks and Resorts are planned to be in an indoorair-conditioned environment and many outdoor features will be shaded to provide protection from the sun.Although these summer months are popular visiting periods with more budget conscious tourists, wenevertheless expect that visitor attendances in these months will be lower than in other cooler periods andintend to address these seasonal effects by opening later in the day and for longer in the evenings as well asthrough ticket discounts and tailored package offerings.

External events

Extraordinary or one-off events can have a significant impact on travel patterns and consequently visitornumbers at leisure attractions. All theme parks, and international destination theme parks in particular,derive revenue from international tourism, which has proven susceptible to extraordinary events, such asterrorism, SARS, bird flu and swine flu outbreaks and sporting events such as the FIFA World Cup and theOlympics. Conversely, national/regional destination theme parks in unaffected locations tend to benefitfrom the corresponding decline in domestic holidaymakers travelling abroad.

One feature that will be unique to Dubai Parks and Resorts among international destination theme parksworldwide will be the impact that the Holy Month of Ramadan may have on visitor attendances. The HolyMonth occurs annually and its timing moves forward by approximately 11 days each calendar year.Muslims who observe Ramadan do not eat or drink during daylight hours and are therefore unlikely to visitthe theme parks at those times. In addition, the availability of food and drink in the theme parks will berestricted to certain indoor or other non-public locations during daylight hours, which may discouragesome non-Muslim visitors from attending. We expect to address the seasonal effects of the Holy Month byopening later in the day and for longer in the evenings as well as through ticket discounts and tailoredticket packages. See ‘‘Risk factors—Risk factors relating to the Project and our future business—We expect thatour future results of operations will show significant seasonality driven by prevailing weather conditions inDubai and the timing of the Holy Month of Ramadan’’.

Transportation infrastructure and accommodation

Improvements in transport services and accommodation may positively affect customer satisfaction andvisitor numbers at theme parks. Transport and accommodation costs form part of the target audience’soverall spend on a visit and hence any reduction in these costs for a given theme park relative to alternativedestinations generally makes the theme park more appealing to visitors. In addition, ease of travel to atheme park may also be a significant factor affecting the number of its visitors. Accommodation offeringsat theme parks also encourage multi-day visits as well as higher levels of secondary spending. For anoverview of Dubai’s transport infrastructure, see ‘‘Tourism drivers in Dubai and the UAE—Tourismenablers’’ below. We believe that Dubai Parks and Resorts will be developed in line with Dubai’s overalltransport plans, with good access by road and a proposed extension of the Dubai Metro to link it to DubaiParks and Resorts.

TOURISM DRIVERS IN DUBAI AND THE UAE

Dubai as a business and leisure tourism hub

Dubai has sought to position itself as an important business and leisure tourism hub within the MiddleEast region. According to DTCM, Dubai’s principal tourist attractions include The Dubai Mall (one of theworld’s largest shopping malls), the Burj Khalifa (the world’s tallest building), Burj Al Arab (one of theworld’s most luxurious hotels), Ski Dubai (an indoor ski slope) and the Palm Islands (one of the world’s

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largest man-made islands). See ‘‘Competitive environment—Leisure and entertainment options in the UAE’’for an indication of the range of such options currently available to leisure tourists to Dubai.

As of July 2014, Dubai was the fifth most visited city in the world based on estimated internationalovernight visitors, with 12.0 million visitors, more than New York, Hong Kong and Milan, according to theMasterCard 2014 Global Destination Cities Index, a growth of 7.5 per cent. from 11.1 million visitors in2013. Dubai has become a convenient and popular airport hub with good connectivity, as a result of largeUAE-based airlines expanding their fleets and partnering with other airlines to multiply their global reach.Dubai is also well-situated, with approximately 3 billion people living within a four-hour flight to Dubaiand approximately 6 billion people living within an eight-hour flight to Dubai, according to analysisperformed by the Technical Expert based on World Bank data and direct flying times. Many countrieswithin the four hour flight radius (which includes the MENA region and South Asia) do not havesignificant leisure and entertainment attractions within a convenient distance, and Dubai is a convenientdestination with world-class leisure and entertainment options for tourist consumption, particularly thosewith high disposable income who are likely to have a high daily tourist spend.

For example, tourists from the UAE and other GCC countries have the highest travel spend per person inthe world, with Emiratis, Saudis and Qataris spending an average of U.S.$3,280, U.S.$3,360 and U.S.$4,100per person respectively, daily, according to the Arabian Travel Market. GDP per capita (current prices) forthe UAE, Saudi Arabia and Qatar was U.S.$43,876, U.S.$24,847 and U.S.$100,260, respectively, in 2013,according to the IMF 2014 Database.

Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and 61 percent. of residents under the age of 45, according to the Feasibility Study. This demographic represents acore target audience for certain regional theme and amusement parks and commercial attractions. Targetneighbouring countries in the Indian subcontinent are also experiencing growth in their middle classes,with greater numbers of families having a higher level of disposal income which may lead to increasedspend on leisure activities. In particular, the number of Indian middle class households is anticipated toincrease to approximately 583 million by 2025 (representing a CAGR of 14.6 per cent. from 50 million in2007), according to a 2007 McKinsey Global Institute report.

Dubai is also considered an important location for hosting international conferences, exhibitions and largecultural events such as the Dubai International Film Festival and Art Dubai. Reports by the Dubai WorldTrade Centre show that 373 meetings, incentives, conferences and exhibitions (MICE) were held in 2013,up from 302 in the previous year, attracting visitors from 153 countries, and exhibiting companies fromover 130 nations. In 2013, 2.2 million visitors attended MICE held in Dubai, an increase of approximately19 per cent. from 1.9 million in 2012, further helping the tourism sector of Dubai’s economy, according tothe Dubai World Trade Centre.

Major shopping events, such as the Dubai Shopping Festival and the Dubai Summer Surprises, are also keydrivers for the growth of Dubai’s tourism sector. The table below shows certain statistics in relation to theDubai Shopping Festival in each of 2011 and 2012.

2011 2012

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

Source: Dubai Statistics Centre

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The table below shows certain statistics in relation to the Dubai Summer Surprises in each of 2011 and2012.

2011 2012

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

Source: Dubai Statistics Centre

In May 2013, Dubai Tourism Vision 2020 was announced by the Ruler of Dubai. Tourism Vision 2020targets a doubling of annual tourist visits to Dubai by 2020, from 10 million in 2012 to 20 million by 2020and a trebling of the annual contribution made by tourism to Dubai’s economy between 2012 and 2020.According to DTCM, the target of 20 million visitors will be achieved through increasing the existingmarket share of the outbound tourism of all source markets and, in particular, by increasing awareness andconsideration to visit in a number of potentially large markets such as Latin America, China and theemerging economies of Africa, as well as increasing the number of repeat visits in more traditional marketssuch as other GCC countries, Europe, Russia and South Asia.

Tourism enablers

Dubai has developed a significant tourism infrastructure to facilitate its tourism strategy. According to apress release by DTCM in March 2014, there were 611 operating hotels and hotel apartments in Dubai atthe end of 2013. Dubai’s hotels and hotel apartments accommodated 11 million guests in 2013, an increaseof 11 per cent. from 10.0 million guests in 2012, while hotel occupancy increased from 78 per cent. in 2012to 80 per cent. in 2013 and hotel apartments occupancy increased from 77 per cent. in 2012 to 82 per cent.in 2013, along with a 3.2 per cent. increase in the number of hotel rooms and hotel apartments in 2013,from 80,414 to approximately 83,000. DTCM also reported a 16 per cent. increase in annual revenue forDubai’s hotels and hotel apartments in 2013, from AED 18.8 billion in 2012 to AED 21.8 billion in 2013.

The table below shows certain statistics in relation to tourism in Dubai for each of 2009 to 2013.References to hotels in the table below should, save in relation to occupancy figures, be read as includinghotel apartments.

2009 2010 2011 2012 2013

No. of hotels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 540 573 575 599 611No. of guests (million) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.58 8.29 9.10 9.96 11.01No of hotel rooms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,487 70,955 74,843 80,414 83,000Hotel occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70% 70% 74% 78% 80%Hotel apartment occupancy . . . . . . . . . . . . . . . . . . . . . . . 66% 68% 74% 77% 82%Hotel revenue (AED billion) . . . . . . . . . . . . . . . . . . . . . . 12.5 13.3 16.0 18.8 21.8

Source: DTCM

By 2018, the number of hotel rooms and apartments in Dubai is projected to increase to 104,000, with anadditional 39,000 in Abu Dhabi, making 143,000 available hotel rooms and apartments in total, accordingto the Feasibility Study based on information from Jones Lang LaSalle and BMI, all of which will be withina relatively short driving distance from the Project. According to the Feasibility Study based on informationfrom Jones Lang LaSalle and BMI, based on the current pipeline, only 9 per cent. of the hotels that will becompleted between 2014 and 2018 will be resorts, and, apart from our Hotel Lapita, none of these resorthotels is expected to be integrated with a theme park.

Dubai and the UAE are also investing in airport infrastructure to support high capacity traffic. Forexample, Dubai International Airport handled 66 million passengers in 2013 and surpassed Heathrow inFebruary 2014 in terms of the number of passengers on a year-to-date basis, according to Airport CouncilInternational data. Dubai International Airport is currently undergoing an AED 28.8 billion airport andairspace expansion programme, announced in September 2014, in order to handle 90 million passengersper annum by 2018. In addition, Abu Dhabi International Airport, which handled 12.5 million passengersin 2013, according to the Feasibility Study, is expected to be able to accommodate up to 40 millionpassengers in 2018, as a result of an AED 25 billion expansion programme, according to the Abu Dhabi

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National Exhibition Centre. Dubai is also home to Al Maktoum International Airport which opened forpassengers in 2013 and which is designed to be the biggest airport in the world, with an expected capacityof up to 160 million passengers in the future, according to a Dubai Airports press release. We believe thatDubai Parks and Resorts is ideally located midway between the Dubai and Abu Dhabi InternationalAirports and close to the Al Maktoum International Airport.

In line with these airport expansion programmes, both Emirates and Etihad Airways, Dubai and AbuDhabi’s leading carriers respectively, are expanding their fleet sizes significantly and increasing their globalreach.

According to its 2014 annual report, Emirates handled 44.5 million passengers in its 2014 financial year(ending 31 March 2014) and expects to handle 70 million by 2020, according to Emirates President TimClark in a presentation in October 2013. According to its 2014 annual report, at 31 March 2014, Emiratesflew to 142 destinations, and has access to additional destinations worldwide through its code sharearrangements with other major airlines.

In 2013, Etihad Airways handled 11.5 million passengers, according to its 2013 annual report, and expectsto handle 25 million passengers by 2020 according to its website. According to its 2013 annual report,Etihad Airways flies to 102 destinations and has access to almost 400 destinations worldwide through itscode share arrangements.

In addition, the UAE’s two most prominent low cost carriers are also investing in new aircraft, withflydubai owning 39 aircraft as at 16 July 2014 and expecting to add four aircraft to its fleet by the end of2014, according to a flydubai press release in July 2014, and Air Arabia owning 37 aircraft as at 10 March2014 and expecting 21 additional Airbus aircraft by the end of 2016, according to a press release in March2014.

The UAE also has significant destination management companies, such as Dnata, which play a key role inmarketing the UAE and promoting travel to the country.

The UAE has also eased visa requirements for tourists holding passports from 33 countries, includingthose from high tourist source countries such as Germany, the UK and the United States, allowing thesepassport holders to obtain a visa upon arrival. Currently, outbound tourists from the Middle East as well ascertain key international markets such as Russia face barriers to travel to the United States and Europe asa result of lengthy and often complicated visa procedures, which require advance planning, whereas GCCresidents do not require a visa.

Expo 2020

In November 2013, the UAE won its bid to host the World Expo in Dubai in 2020, which will run fromOctober 2020 to April 2021. The World Expo takes place every five years and allows participating countriesto showcase their products, arts and culture. DTCM expects around 25 million visitors, 70 per cent. ofwhom are expected to come from outside the UAE, to visit Dubai during Expo 2020’s run, according tovarious public statements by DTCM officials, and for tourist arrivals to grow by 18 per cent., on ayear-by-year basis, between 2019 and 2020, although growth in tourist arrivals is expected to stabilise ataround 4 per cent. from 2022, according to DTCM data and the Feasibility Study based on BMI forecasts.

The sectors contributing the most to Dubai’s current economic development are likely to be the keygainers from Expo 2020. The hospitality, logistics and retail sectors are expected to benefit the most fromthe expected growth in tourist numbers, a general increase in economic activity before and during theevent, and corresponding population growth, according to Jones Lang LaSalle’s 2014 Top Trends for UAEReal Estate report. Dubai playing host to Expo 2020 is also expected to boost the construction sector as theDubai government intends to commit an estimated U.S.$8.1 billion in public funding to the event, themajority of which is directed at infrastructure and public transport projects, according to a statement bySheikh Ahmed bin Saeed Al Maktoum, head of Dubai’s Supreme Fiscal Committee, in November 2013.Estimates by Oxford Economics indicate that over 277,000 jobs will be created in Dubai between 2013 and2021, 40 per cent. of which are expected to be within the travel and tourism sector and 30 per cent. in theconstruction sector.

Expo 2020 will be located on 438 hectares at Dubai World Central—Jebel Ali, on the south-western edgeof Dubai, equidistant from the centres of Abu Dhabi and Dubai. The site is in close proximity to DubaiParks and Resorts.

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Government support for tourism in the UAE

Growth in tourism in the UAE has also been bolstered by government initiatives, particularly in Dubai andAbu Dhabi. In its Dubai Strategic Plan 2015 (the 2015 Plan), released in February 2007, the Dubaigovernment set out its objectives and strategy for developing five sectors, including the economy. The 2015Plan’s economic development strategy lays out six vertical building blocks, including tourism, that areconducive to future growth and on which the government intends to focus in order to facilitate economicgrowth. To facilitate the 2015 Plan’s objectives relating to tourism, the Dubai government establishedDTCM whose vision is to position Dubai as the leading tourism destination and commercial hub in theworld. Further, in May 2013, HH Sheikh Mohammed bin Rashid Al Maktoum, the Ruler of Dubai,approved Dubai Tourism Vision 2020, as discussed above under ‘‘Dubai as a business and leisure tourismhub’’.

In its Vision 2030, the Abu Dhabi government aims to shift the focus of Abu Dhabi’s economy away fromhydrocarbons and towards non-energy sectors and intends to focus its spending on other areas, includingtourism and sectors that are expected to draw skilled expatriate workers to Abu Dhabi. The Abu Dhabigovernment is also aiming to grow its inbound tourist numbers from 3.3 million in 2013 to 4.9 milliontourists in 2020 and 7.9 million tourists in 2030, according to the Plan Abu Dhabi 2030: Urban StructureFramework Plan, and has established the Tourism and Culture Authority to facilitate tourism growth. AbuDhabi’s tourism strategy is largely complementary to that of Dubai, with a significant focus on culturalattractions, such as the Zayed National Museum and the proposed Louvre Abu Dhabi and GuggenheimAbu Dhabi, as well as leisure attractions such as the Formula One race track, Ferrari World and YasWaterworld, all of which attract, or are expected to attract, additional visitors to the UAE.

COMPETITIVE ENVIRONMENT

Theme parks compete directly for discretionary spending and discretionary free time with:

• other theme parks; and

• other similar commercial attractions (such as waterparks),

and indirectly with all other types of recreational and cultural facilities and alternative forms ofentertainment, tourism and recreation activities, including shopping malls, new media, in-homeentertainment, sporting events (both regular and ‘‘one-off’’ events such as the Olympics and the FIFAWorld Cup) and vacation travel.

Leisure is the primary driver of inbound tourism in the Middle East, especially Dubai

According to the UN World Tourism Organisation Report—2014 and the Feasibility Study based oninformation from BizGate Marketing & Consultancies, in 2013, travel for recreation and leisure accountedfor the majority of global tourist arrivals (comprising 52 per cent. of all international tourist arrivals). Inparticular, in the Middle East, tourists travel to a destination looking primarily for shopping, leisure andentertainment, followed by sun and beach, a halal experience and luxury.

Once the Project is completed, we expect to have a broad set of competitors within the industry, as well asfrom other attractions including cinemas, museums, sporting events and large shopping malls that competefor both the time and money that consumers spend on leisure and entertainment.

• Saudi tourists comprised 11.3 per cent. of all tourist arrivals to Dubai in 2012 and 3.3 per cent. of alltourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu DhabiTourism & Culture Authority, respectively. Saudi tourists tend to travel in large family groups and to stayfor three to five days at a time during short stays and between 28 and 56 days during their annual longstay time, according to Dnata, with spring being a particularly popular time for Saudi visitors to Dubai.They are among the highest spending tourists in the world with an average tourist expenditure ofU.S.$3,360 per day (based on 2011 data) according to the Arabian Travel Market;

• Indian tourists comprised 7.7 per cent. of all tourist arrivals to Dubai in 2012 and 6.2 per cent. of alltourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu DhabiTourism & Culture Authority, respectively. Indian tourists tend to visit for week-long trips, according toDnata, with summer being a popular time for lower budget travellers, and have an average touristexpenditure of U.S.$1,645 per day according to Nielsen and Pacific Asia Travel Association;

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• British tourists comprised 6.9 per cent. of all tourist arrivals to Dubai in 2012 and 5.7 per cent. of alltourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu DhabiTourism & Culture Authority, respectively. British tourists stay for 4.5 days on average, according toDnata, with summer being a popular time;

• American tourists comprised 5.1 per cent. of all tourist arrivals to Dubai in 2012 and 3.2 per cent. of alltourist arrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu DhabiTourism & Culture Authority, respectively. American tourists tend to stay for only 2 days, according toDnata, typically on their way to another destination; and

• German tourists comprised 3.2 per cent. of all tourist arrivals to Dubai and 4.2 per cent. of all touristarrivals to Abu Dhabi from January to October 2013, according to DTCM and the Abu DhabiTourism & Culture Authority, respectively.

Leisure and entertainment options in the UAE

Although Dubai has world-class leisure and entertainment options for tourists, there are few large-scaleleisure and entertainment options in the UAE generally, with most of the current offerings being small orhaving a single product focus. We believe that Dubai Parks and Resorts, once completed in 2016, willbecome a premier destination which will help to meet increasing demand both locally and regionally.

In the UAE, the principal leisure and entertainment options that might compete directly with Dubai Parksand Resorts are three major water parks, Ferrari World in Abu Dhabi (a regional amusement park themedaround a single specialist concept), the planned IMG Worlds of Adventure theme park in Dubai which iscurrently under construction and a proposed Warner Brothers theme park in Abu Dhabi.

The IMG Worlds of Adventure theme park, a 1.5 million square foot indoor themed entertainmentdestination based on Cartoon Network and Marvel brands according to a May 2014 press release, isexpected to constitute a single park with four zones. IMG Worlds of Adventure is expected to open in2015. The Warner Brothers theme park was first announced in 2007, and recent reports have noted thatthe Warner Brothers theme park is part of an expansion of Yas Island and will constitute a single themepark with indoor and outdoor areas with 19 themed rides, although an expected opening date has not yetbeen announced.

Other attractions(1) in the UAE include a number of large shopping malls, significant cultural attractionssuch as the Zayed National Museum and the proposed Louvre Abu Dhabi and Guggenheim Abu Dhabi,kids’ destinations (such as Sega Republic and Kidzania), other general attractions (such as Ski Dubai andGlobal Village) and a range of major sporting events including the annual Abu Dhabi Formula One GrandPrix, the Dubai Rugby 7s, horse racing events, such as the Meydan World Cup, international golf andtennis events, off road racing in the Dubai Desert Challenge and air and power boat racing. We believethat these attractions and events are complementary to Dubai Parks and Resorts, as they may drive trafficto Dubai Parks and Resorts.

Directly competing theme park options in the Middle East (outside the UAE)

Outside the UAE, there are limited theme park attractions in the Middle East, including a seven ridetheme park in Bahrain which we categorise as a regional amusement park and water parks in Bahrain,Kuwait, Lebanon, Qatar and Jordan.

There are currently no international destination theme parks or national/regional destination theme parksin the Middle East.

Competitive environment outside the Middle East

Outside the Middle East, there are a large number of directly competing theme park attractions, with 11 ofthe top 25 theme parks in terms of visitor attendance in 2013 being located in the United States, five beinglocated in Europe and nine being located in Asia (five in Japan, two in South Korea and two in HongKong), according to AECOM. Additionally, a new theme park destination resort, Twentieth Century Fox

(1) Sega Republic had approximately 750 thousand visits in 2013 and is approximately 76 thousand square feet in size; KidZaniahad approximately 500 thousand visits in 2013 and is approximately 80 thousand square feet in size; Ski Dubai hadapproximately 750 thousand visits in 2013 and is approximately 32 thousand square feet in size; and Global Village hadapproximately 5 million visits in its five-month season across 2013 and 2014 and is approximately 17.2 million square feet in size,according to AECOM and the Feasibility Study.

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World, is being built in Malaysia, an hour’s drive from Kuala Lumpur. Twentieth Century Fox World is dueto open in 2016 and is expected to feature 25 rides and attractions based on Fox films, in addition to retailoutlets, hotels and show area for live shows, according to the website of its developer Genting MalaysiaBerhad.

The global theme park industry continues to see attendance growth, with the top 25 theme parksworldwide attracting 214.7 million visits in 2013, up 4.3 per cent. from 2012, according to AECOM.Importantly, visitor attendance at theme parks has maintained growth throughout the recent globaleconomic downturn. From the end of 2008 through 2013, annual attendance at the top 25 global themeparks grew, on average, by 3 per cent, according to the TEA/AECOM’s Global Attractions AttendanceReports for 2010 to 2013.

We believe that these global and regional trends support our strategy for Dubai Parks and Resorts.

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BUSINESS OF THE GROUP

OVERVIEW

We are currently developing Dubai Parks and Resorts, a multi-themed leisure and entertainmentdestination that will offer 73 attractions in three separate theme parks, a four star Marriott-operated resorthotel (to be known as Hotel Lapita), and Riverpark, a complementary and centrally located retail, diningand entertainment district connecting the three theme parks and hotel. Dubai Parks and Resorts will be setin 25.0 million square feet of land, of which approximately 12.4 million square feet is owned by us andapproximately 3.6 million square feet is leased under a long-term automatically renewable lease from ourfounder. The remaining 9.0 million square feet principally comprises land owned by our founder for whichwe have been granted easement rights to construct access roads and other supporting infrastructure. Ourfounder has also granted us a 10-year lease in respect of approximately 6.5 million square feet of additionalland that can also be used for parking pending the possible future development of multi-story parkingfacilities. The land on which Dubai Parks and Resorts will be located is strategically located on SheikhZayed Road midway between the Dubai and Abu Dhabi International Airports.

Our vision for Dubai Parks and Resorts is that it will become a premier year-round global entertainmentdestination, catering to a wide variety of visitor segments from the Middle East, the Indian subcontinentand globally by offering world-class and varied attractions based on an exclusive portfolio of globally-recognised licenced brands. The Project is currently anticipated to be complete before the end of the thirdquarter of 2016 and the total estimated number of visits in the first full year of operation in 2017 isapproximately 6.7 million, with significant growth expected over the following four-year period.

We hold licences that are exclusive within a defined geographical area, which varies between the licenses,to a portfolio of globally recognised brands from DreamWorks, Sony Pictures and, through ourdevelopment and management agreement with Merlin Entertainments, LEGO and also have licences inrelation to a number of major Bollywood films. We have partnered with leading global operators, includingParques Reunidos and Merlin Entertainments for our theme parks and Marriott for our hotel. We havealso appointed a leading programme management consultant (Samsung C&T) and a leading technicalconsultant (Hill International). When complete, Dubai Parks and Resorts will offer a broad selection ofattractions, themed areas, concerts and shows, restaurants, and retail outlets, and thereby provide acomplete family-oriented entertainment experience.

Our three theme parks, resort hotel and Riverpark are designed to take full advantage of our intellectualproperty licences and the lack of similar destinations in the Middle East. They have been designed anddeveloped in close cooperation with our intellectual property and operating partners and projectconsultants. The table below provides an overview of each destination:

Theme park / hotelEstimated visits in operator and term of Key intellectual property

Overview Key facts 2017 and dwell time* agreement licensors and licences

motiongate . . . . . . Innovative theme park • 4.0 million square feet 3.1 million visits Parques Reunidos, a DreamWorks (licenceconcept based on of total land area leading European-based extends until 31 March

6.5 hour dwell timeDreamWorks and Sony (initial park footprint of operator of international 2026 and is exclusive withinPictures movie intellectual approximately leisure parks (contract has the GCC region)property providing rides, 1.9 million square feet) a 10 year term from park

Sony Pictures (licence untilshows and other attractions opening)• Four themed zones: 31 August 2024 and isas well as themed food and

exclusive within the GCCbeverage outlets and • Studio Central region)merchandise leveraging the• DreamWorksbrands we have licensed• Smurfs VillageTargeted at a wide

demographic, including • Sony Picturesfamilies, teenagers and Studiosyoung adults, couples and

• 27 attractions on parkthrill seekersopening (includingmulti-media, 3D motionsimulator,rollercoasters, droptower and other ridesas well as child-orientedattractions)

• Key brands / moviesinclude: Shrek,Madagascar, Kung FuPanda, How to Trainyour Dragon, HotelTransylvaniaGhostbusters and TheSmurfs

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Theme park / hotelEstimated visits in operator and term of Key intellectual property

Overview Key facts 2017 and dwell time* agreement licensors and licences

LEGOLAND Dubai . . LEGOLAND branded • 3.2 million square feet 1.9 million visits Merlin Entertainments, the Merlin Entertainments, thetheme park, based on the of total land area (1.5 million for the theme operator of all holder of the globalwell-established (initial park footprint of park and 0.4 million for the LEGOLAND theme parks LEGOLAND licenceLEGOLAND theme park approximately waterpark) globally (contract has a (licence extends forbrand and LEGO product, 1.9 million square feet) 25 year term from park 25 years after opening and

6.5 hour dwell timeand adapted to local opening) is exclusive within the GCC• Six themed zonesclimate conditions region, Algeria, Cyprus,

Egypt, Jordan, Lebanon,• LEGO CityTargeted at families with Libya, Malta, Morocco,younger children between 2 • Adventure Syria, Tunisia and Yemen)to 12 years of age

• LEGO Kingdom

• Create

• Factory

• Miniland

• In addition, aLEGO-themedwaterpark with separateticketing

• 30 attractions on parkopening (includingbuilding experience,rollercoasters, familyand child-oriented ridesand play areas) and anexpected 10 additionalwaterpark attractionson park opening

Bollywood Parks . . . A first-of-its-kind family- • 2.1 million square feet 1.7 million visits Parques Reunidos (contract Skye Entertainment JLToriented theme park of total land area (1.5 million for the theme has a 3 year term from (licences extend forleveraging the popularity of (initial park footprint of park and 0.2 million for the park opening) 10 years after opening andthe ‘‘Bollywood’’ Indian approximately Rajmahal theatre) are generally exclusivefilm industry brand 1.7 million square feet) within the GCC region)

5.5 hour dwell timeThe park will include a • Five themed zones:full-size theatre offering

• Bollywoodlive shows and musicals, asBoulevardwell as other attractions

and food, beverage and • Mumbai Chowkretail outlets

• Rustic RavineTargeted at families,

• Bollywood Filmteenagers and young adults,Studios and Hall ofcouples and active seniorsHeroesand designed to appeal in

particular to the Central • Royal Plaza,Asian demographic including Rajmahal

theatre withseparate ticketingfor a permanentshow and otherevents

• 16 attractions on parkopening (including liveshows and thrill, familyand child-orientedrides)

• Key movie themesinclude: Rock On!!,Don, Dabangg, Lagaan,Sholay, Zindagi NaMilegi Dobara, Krrish,Ra One andMughal-e-Azam

Hotel Lapita . . . . . Set on an artificial lagoon • The hotel’s 500 rooms — Marriott, under the —and centrally located, Hotel and three villas will be Autograph collectionLapita will be a four star centred around an

Management contractPolynesian-themed resort artificial lagoon,extends for 20 years fromhotel with 500 rooms and comprised of eighthotel openingthree villas clusters of 50 rooms

and a central buildingTargeted at leisure with 100 roomstravellers to Dubai andvisitors who prefer the • The hotel will includeconvenience of staying an all-day diningon-site restaurant, as well as a

speciality restaurant,spa, rooftop bar andother amenities

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Theme park / hotelEstimated visits in operator and term of Key intellectual property

Overview Key facts 2017 and dwell time* agreement licensors and licences

Riverpark . . . . . . . A central retail, dining and • 220,000 square feet — — —entertainment gateway that gross leasable areawill connect the theme

• Four themed zones:parks• French VillageRiverpark will be themed

around a ‘‘journey through • Boardwalktime’’, ranging from a

• India GateFrench village in the 1600sthrough to early Los • The PeninsulaAngeles and Las Vegas inthe 1950s

Targeted at both themepark and hotel guests, aswell as local residents,corporate parties and othervisitors such as those withinthe meetings, incentives,conferences and eventsmarket

* See ‘‘Financial projections’’ for the basis of the estimates of visits and dwell time.

We have established a subsidiary, Dubai Parks Destination Management LLC (Destination Management),which will act as a front-facing sales, marketing, packaging and sponsorship team designed to enhancerevenue by marketing Dubai Parks and Resorts as a theme park destination. We currently expectDestination Management to operate in four core areas:

• dynamic packaging of entry tickets with other services and the creation of specialised ticketing packagesto enhance yield and revenue management at a destination level;

• destination marketing in co-ordination with the park and hotel operators as well as Dubai governmenttourism efforts;

• coordination of ticketing distribution and customer support; and

• cross-asset sponsorship and co-ordination of asset level sponsorship initiatives.

To date, we have completed a number of key project milestones on schedule and within budget, includingentering into agreements with all of our IP partners and operators and obtaining all major regulatoryapprovals. We have completed the concept and schematic design phases (which can be a key area of timingand cost uncertainty) for all five destinations and expect to have completed the detailed design phase forall destinations around the middle of 2015. We have also placed orders for more than 80 per cent. by valueof the 42 theme park rides. The total cost of the Project is budgeted at AED 10.5 billion, of which theconstruction costs are AED 8.7 billion. As at 31 August 2014, we had incurred AED 881 million of Projectcosts and accruals. These costs are reflected in the Company’s balance sheet as property and equipment ofAED 839 million, investment properties of AED 18 million and accumulated losses of AED 24 million. Asof 31 August 2014, our founder had injected, by way of share capital (comprised of share capital in additionto a proposed share capital increase), AED 686 million of Project costs. Our founder has transferred orleased on a long-term basis land parcels valued at AED 896 million and has agreed to fund AED195 million of our expenditures that were carried as liabilities on our balance sheet at 31 August 2014, inconsideration for share capital as a contribution in kind. We believe that these equity contributions by ourfounder, together with the anticipated proceeds of the Offering and drawings under our CommittedFacility, will fully fund the AED 10.5 billion Project cost. In the Committed Facility, Meraas Holding andMeraas Leisure (the Parent Guarantors) have guaranteed the construction risk of the Project to thelenders. In particular, each of the Parent Guarantors has agreed with the lenders that if certain Projectmilestones are not reached the Parent Guarantors will provide an interest-free shareholder loan to us toenable completion of the Project. See ‘‘Material contracts—Committed Facility—Construction risk guaranteeand release of Parent Guarantors’’.

In May 2013, the Ruler of Dubai announced Dubai Tourism Vision 2020, which targets a doubling ofannual tourist visits to Dubai by 2020, from 10 million in 2012 to 20 million by 2020 and a trebling of theannual contribution made by tourism to Dubai’s economy between 2012 and 2020. See ‘‘Market overview—Tourism drivers in Dubai and the UAE—Dubai as a business and leisure tourism hub’’. We believe that DubaiParks and Resorts will be a key factor that will both support and benefit from Dubai Tourism Vision 2020.

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INVESTMENT HIGHLIGHTS

Favourable UAE demographic and macroeconomic trends

We believe that Dubai Parks and Resorts will benefit from strong local demand as a result of attractivedemographic and macroeconomic trends.

Dubai and the UAE have a growing, young and affluent population, with significant disposable income.The UAE’s population grew at a compound annual growth rate of 8.8 per cent. between 2006 and 2013,from 5.0 million to an estimated 9.0 million, according to data from the IMF 2014 Database and isestimated by the same source to grow at a compound annual growth rate of 2.9 per cent. between 2013 and2019 to 10.7 million. Overall, the UAE has a young population with 40 per cent. of residents under the ageof 35 and 61 per cent. of residents under the age of 45, according to the Feasibility Study.

The UAE’s economy, measured by nominal GDP in US dollars, grew at a compound annual growth rate of8.9 per cent. between 2006 and 2013, from U.S.$222 billion to an estimated U.S.$402 billion, according todata from Euromonitor International and is estimated by the same source to grow at a compound annualgrowth rate of 5.0 per cent. between 2013 and 2020 to U.S.$567 billion. According to the IMF World 2014Database, the UAE economy is forecast to continue its strong growth, with real GDP forecast to grow by4.4 per cent. in 2014 and by between 4.4 and 4.6 per cent. per year from 2015 to 2019, and according to thesame source, the UAE had the world’s eighteenth highest nominal GDP per capita for 2013, at anestimated U.S.$43,876.

Dubai’s location, significant existing attractions and strong tourist infrastructure position it well tobenefit from anticipated strong tourism growth in the Middle East

According to the 2014 UN Tourism Highlights Report, the Middle East is expected to be the fastestgrowing region for inbound tourism in the world, with visitor numbers expected to increase by 2.9 times to149 million in 2030 compared to 52 million in 2013. We believe that Dubai will benefit from this growth.

In addition to sound local fundamentals, Dubai benefits from being one of the leading global tourism andcommercial centres in the Middle East, with approximately 3 billion people within a four-hour flight timeand 6 billion within an eight-hour flight according to analysis performed by the Technical Expert based onWorld Bank data and direct flying times. Between 2006 and 2013, tourist arrivals in Dubai grew at acompound annual growth rate of 7.0 per cent., from 6.4 million to 11.0 million, according to DTCM. Dubaiis currently the fifth most visited city in the world based on estimated international overnight visitorsaccording to Mastercard 2014 Global Destination Cities Index, with approximately 79 per cent. of touristarrivals in Dubai being leisure-oriented according to World Travel & Tourism Council, Travel & Tourism,Economic Impact 2014, United Arab Emirates.

Dubai has differentiated itself amongst worldwide tourist destinations through the development of iconicofferings such as The Dubai Mall (one of the world’s largest shopping malls and most visited touristdestination globally), Burj Khalifa (the world’s tallest building), Burj Al Arab (one of the world’s mostluxurious hotels), Ski Dubai (an indoor ski slope) and Palm Jumeirah (one of the world’s largest man madeislands) which attract visitors from across the globe.

Dubai’s growth as a tourist centre is expected to continue as the Dubai government has set a target of20 million annual visitors by 2020, which implies a compound annual growth rate of 9 per cent., with thegovernment of Dubai firmly behind efforts to grow Dubai as a leisure and entertainment destinationDubai’s infrastructure also supports its attractiveness as a tourism destination and regional aviation hub,with hotel rooms in Dubai predicted by the Technical Expert, based on information from Jones LangLaSalle and BMI, to increase from approximately 83,000 in 2013 to around 104,000 by 2018. In addition,the growth of the airline Emirates and the facilities of Dubai International Airport, the new Al MaktoumInternational Airport as well as the close proximity of Abu Dhabi International Airport are also expectedto significantly contribute to growth in tourism.

Accordingly, we believe that Dubai Parks and Resorts is ideally located in a market with strong drivers forcontinued local and international demand and growth.

Limited regional competition

The MENA region and the Indian subcontinent are relatively underpenetrated in the theme park sectorcompared to other major global markets and we believe that Dubai Parks and Resorts will benefit from anearly mover advantage combined with a prime and easily accessible location in the UAE.

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According to AECOM, of the world’s top 25 theme and amusement parks by number of visits in 2013,eleven were located in North America, five were in Europe and nine were in Asia (with five in Japan, twoin South Korea and two in Hong Kong). Dubai, the wider MENA region and the Indian subcontinentcurrently do not have a multi-themed international destination theme park that offer a similar range ofbranded attractions to Dubai Parks and Resorts, with the nearest similar destination being Yas Island inAbu Dhabi on which a Formula One motor racing track, Ferrari World, a Ferrari-themed amusement park,and Yas Water World, a major water park, are located. A Yas Island-based Warner Brothers theme parkwas first announced in 2007 and recent press reports in the Middle East suggest that this project may nowbe at the relatively early technical proposal stage. In addition, IMG Worlds of Adventure, a Dubai-based1.5 million square foot indoor themed entertainment destination based on Cartoon Network and Marvelbrands according to a May 2014 press announcement, is currently expected to open prior to Dubai Parksand Resorts. Dubai also currently hosts two of the world’s top 10 water parks by visitor rankings, accordingto TripAdvisor. Given the relatively proximate location of these attractions, we expect Yas Island andDubai’s other waterparks, as well as the new IMG theme park when open, to be both complementary aswell as competing leisure attractions.

Dubai Parks and Resorts will be well-located on Sheikh Zayed Road, which is the main highway in Dubaiand the main connection to Abu Dhabi, only 63km from Dubai International Airport, 68km from AbuDhabi International Airport and 20km from the new Al Maktoum International Airport in Dubai, which isdesigned to be the biggest airport in the world, with an expected capacity of up to 160 million passengers inthe future, according to a Dubai Airports press release. Moreover, we expect that Dubai Parks and Resortswill have excellent local access, with both metro and rail links being planned to facilitate access to DubaiParks and Resorts.

As result of our strategic location, we also expect to benefit from an early mover advantage which, giventhe development lead time and substantial capital investment requirements, should enable us to capitaliseon what we believe will be significant demand for a multi-themed destination such as Dubai Parks andResorts. Further, we expect that our industry leading operators, leading intellectual property partners andbroad offering, as well as strong Dubai government support for tourism development, will be key strengthsof Dubai Parks and Resorts once it is opened in 2016.

A differentiated and integrated multi-themed offering backed by a unique IP portfolio

We believe that our multi-theme park approach and portfolio of intellectual property will attract andappeal to guests from the MENA region, the Indian subcontinent and other major Dubai tourist markets(including the UK, the United States and Russia which, together with Saudi Arabia and India, wereDubai’s top five source markets for tourist visitors in 2013 according to DTCM), as our intellectualproperty portfolio is an established part of popular culture in the region. We have also designed our themeparks to provide broad appeal across the demographic spectrum. We expect that Dubai Parks and Resortswill be an attractive destination for both resident visitors and tourists and intend to design our ticketingpackages to attract all types of visitor as discussed further below.

We hold:

• DreamWorks/motiongate: a licence from DreamWorks which extends until the tenth anniversary of themotiongate park opening and is exclusive within the GCC region (Bahrain, Kuwait, Oman, Qatar, SaudiArabia and the UAE) to utilise 16 licensed films (including Shrek, Madagascar, Kung Fu Panda andHow to Train your Dragon) and certain additional films released during the term of the licence in ourmotiongate theme park;

• Sony Pictures/motiongate: a licence from Sony Pictures which extends until 31 August 2024 and is exclusivewithin the GCC region to utilise eight licensed films (comprising The Smurfs and Smurfs 2,Ghostbusters, Cloudy with a Chance of Meatballs 2, Hotel Transylvania, Zombieland, Green Hornet andUnderworld Awakening) in our motiongate theme park;

• Merlin/LEGO: a licence from Merlin Entertainments which extends until the 25th anniversary of theLEGOLAND Dubai theme park opening to use the LEGO, LEGOLAND and related intellectualproperty rights owned by Merlin Entertainments and its subsidiaries in the construction and operation ofour LEGOLAND Dubai theme park. This licence is exclusive within the GCC, Algeria, Cyprus, Egypt,Jordan, Lebanon, Libya, Malta, Morocco, Syria, Tunisia and Yemen; and

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• Bollywood Parks: a number of individual licences which have been granted by Skye Entertainment JLT(Skye Entertainment), which each extend until the tenth anniversary of the Bollywood Parks theme parkopening and are generally exclusive within the GCC region to exploit specific popular Bollywood films inour Bollywood Parks theme park as well as a licence from Super Cassette Industries Limited whichextends for 10 years and is exclusive in the UAE to exploit 500 songs from the Bollywood films which wehave licensed.

Our licenses typically include the right to sell merchandise featuring all the movies and characters inrespect of which we have licences at the parks, use the movies in our advertising, use characters in themovies as walk-around characters and use the movies and characters in theming for rides, attractions andretail outlets. We believe that our unique combination of intellectual property will promote strong demand,support higher ticket prices, increase length-of-stay and enhance in-park sales. Accordingly, we havedesigned Dubai Parks and Resorts as a multi-themed destination to specifically take advantage of thedifferentiated nature of each of these intellectual properties to create a destination to appeal to a widerange of customers and to provide an enhanced family entertainment experience. In particular, we havedesigned our attractions to be diversified across a range of categories, including:

• Attraction format: Our theme parks offer a range of attraction types, ranging from live Bollywood-inspired musical shows to thrill rides and family-friendly attractions, seeking to capture differentinterests from local, regional and international markets;

• Demographics: Through our range of theme parks and attractions, we plan to cater our offering tovarious age groups, including, in particular, young children in our LEGOLAND Dubai theme park andfamily groups, teenagers and adults in our other two theme parks;

• Local, regional and international target market: We are designing our attractions to attract residents fromthe UAE, as well as visitors from the GCC, the Indian subcontinent and the broader Dubai tourismmarket in order to reduce our dependence on any single geography;

• Price points: We are planning to offer a range of packages from short one or two hour visits to singletheme parks to multi-day multi-theme park packages actively promoted by Destination Management inorder to maximise our appeal, the duration of visits to our theme parks and in-park spending; and

• Diversity of intellectual property: Our intellectual property includes both well-established brands (such asLEGO and LEGOLAND, Sony Pictures and DreamWorks) and newly-developed concepts (such asBollywood Parks) in order to appeal to both existing demand streams and potentially untapped marketsas well.

As a result of our unique mix of intellectual property rights and diversified offering, we believe that we willhave a compelling leisure and entertainment offering designed from the ground-up to appeal to a widerange of potential visitors.

Proven and experienced management implementing a clear strategy of reducing project execution risk

Our senior management team includes experienced theme park executives, with an average tenure of morethan 21 years in the industry between five key individuals: Raed Al Nuaimi, our CEO; Dr. MohamedNewera, Technical Adviser to our CEO; Paul La France, our Chief Projects Officer; Matthew Priddy, ourChief Technical Officer; and Brian Machamer, our Senior Director, Theme Park Operations. Themanagement team comprises skilled and dedicated professionals with wide ranging experience in themepark design, development, operations, business development and marketing, see ‘‘Management’’. Oursenior management team is supported by highly experienced project advisers, with a team of approximately200 advisers from Samsung C&T and Hill International, approximately 60 per cent. of whom have previoustheme park construction experience, including working on projects such as Tokyo DisneySea, Hong KongDisneyland, Adventureland in Euro Disney, Animal Kingdom at Walt Disney World in Florida andUniversal Studios in Singapore.

We have sought to de-risk our project development by appointing experienced consultants and reputablecontractors and attraction vendors and imposing extensive pre-qualification requirements. We have alsoappointed Cumming Construction Management, a leading cost consultant, who is responsible for costmanagement and have established a clear contingency plan for time and cost overruns. Our rides are basedon standardised and tested designs incorporating high standards of safety. They are being manufactured byleading theme park ride vendors which are required to have them certified by TUV Sud, a leadingtechnical services organisation whose services include inspection, testing and certification for theme park

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rides, before delivery and installation under the supervision of the vendors, further reducing ourconstruction risk. Moreover, we have partnered with leading international operators who have extensiveexperience in theme park operations and have involved them in our design and development phases.Parques Reunidos, who will operate motiongate and Bollywood Parks, is an international Madrid-basedentertainment operator that manages 54 theme and amusement parks, water parks, zoological and marinelife parks around the world, primarily across Europe and the US. Merlin Entertainments is Europe’sleading and the world’s second largest visitor attraction operator, operating LEGOLAND parks in sixlocations in the United States, Europe and Asia. Marriott is one of the world’s largest hospitalitycompanies with more than 3,900 properties and 18 brands across the globe.

To date, we have completed a number of key Project milestones on schedule and within budget, includingentering into agreements with all of our IP partners and operators and obtaining all major regulatoryapprovals. We have completed the concept and schematic design phases (which can be a key area fortiming and cost uncertainty) and for all five destinations and expect to have completed the detailed designphase for all destinations around the middle of 2015. We have also placed orders for more than 80 percent. by value of the 42 theme park rides.

As a result of these factors, we believe that we are well-positioned to deliver the Project on-schedule andon-budget in 2016.

STRATEGY

Our vision for Dubai Parks and Resorts is that it will be the premier year-round entertainment destinationin the Middle East, providing world class attractions that are memorable, entertaining, interactive andeducational and supporting Dubai’s status as a leading international leisure and tourism hub. We aim tocreate a high growth, high return, family entertainment business based on internationally-recognisedbrands with long-term appeal.

In the short-term, our strategy is to focus on completing the construction of the Project and ensuring theimplementation of an effective public relations strategy, see ‘‘Marketing strategy’’ below.

Once Dubai Parks and Resorts is operational, which we currently anticipate will be before the end of thethird quarter of 2016, we expect to focus on operational excellence (particularly in terms of the customerexperience and safety) and to deliver additional growth following the opening and stabilisation of visitornumbers by:

• building a destination management team, in line with standard practice at other major integrated themepark destinations such as Disney and Universal Studios theme parks, that will seek to maximisedestination revenue and yields by actively monitoring our pricing, duration of visit and in-park spend andadjusting pricing to maximise our revenue (including through flexible pricing to manage peaks andtroughs in anticipated demand and multi-visit discounts) as well as designing new plans and packages toattract additional market segments;

• continuing to focus on promotion strategies, including on-line, social media and e-commerce initiatives,as well as by coordinating our marketing with that of the Dubai government bodies which market Dubaias a tourist destination; and

• focusing our marketing efforts on specific regions, including core markets such as local attendance fromthe UAE, regional visitors from the Middle East and the Indian subcontinent and other top touristmarkets for Dubai such as the UK, the United States and Russia, as well as other emerging markets suchas China.

In the medium- to longer-term, we aim to further develop Dubai Parks and Resorts through a number ofinitiatives, including:

• fully capitalising on major regional events such as the Expo 2020 in Dubai and the FIFA WorldCup 2022, which is expected to be held in Qatar;

• ensuring that we make regular and cost-efficient investments in each of our theme park destinationswhich are designed to maintain the quality and safety of our attractions and to increase visitor numbers,support price increases and drive revenue growth and margin enhancement, as well as to maintain thelong-term attractiveness of Dubai Parks and Resorts. These investments are likely to include installingnew attractions, replacing old attractions with new, more up-to-date attractions, upgrading and/orre-theming existing attractions, potentially, securing new IP rights or extensions to existing IP rights and

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the general maintenance of existing attractions (including ensuring health and safety standards are met);and

• potentially expanding one or more of our three theme parks to meet additional demand (the land areawithin which each park is constructed contains sufficient room to permit such expansion).

Together with our founder, we continue to explore other opportunities to develop the land surroundingDubai Parks and Resorts which is currently owned by our founder, and our founder has agreed to offer usa right of first refusal in relation to any project proposed to be developed by it on this land, pursuant to arelationship agreement entered into between us and our founder (the Relationship Agreement). Examplesof such development might include the addition of new theme parks, hotels and retail, dining andentertainment destinations. Any such proposals would be governed by the Relationship Agreement and besubject, at least, to prior agreement being reached in relation to:

• the acquisition from our founder of the necessary land at its then current fair market value, asdetermined by a independent valuer;

• appropriate IP rights and operator arrangements in the case of new theme parks and, potentially, hotels;and

• the necessary funding of the relevant proposed development.

We have entered into the Relationship Agreement in which our founder has given certain covenants. See‘‘Related party transactions—Relationship agreement’’ for a description of this agreement.

Our founder executed an MoU with Six Flags on 7 April 2014. The MoU relates to an exclusive licence(the Licence) to develop a Six Flags branded theme park in the GCC to be located adjacent to the Project.The MoU also contemplates a licence agreement and a management services agreement (the ManagementServices Agreement) pursuant to which Six Flags would provide management services for the proposedtheme park for a specified term. The MoU terminates on 15 March 2015 (the Long Stop Date), unlessdefinitive documentation in relation to the Licence and the Management Services Agreement has beenexecuted by that time. The MoU provides that Six Flags will deal exclusively with our founder with regardto the development of a Six Flags branded theme park in any member country of the GCC prior to theLong Stop Date. The MoU also sets out a specific schedule of fees for our founder to pay to Six Flags priorto the opening of the proposed theme park. Several of these payments have been made by our founder inaccordance with the fee schedule. Negotiations with respect to definitive documentation is ongoing.

Although, as a result of the Relationship Agreement, we expect that our founder will offer to transfer itsrights and obligations under the MoU and any definitive documentation entered into to us, no agreementhas been reached between us and our founder in relation to this proposed theme park and any suchagreement would need to include the necessary land to be transferred and would be subject to appropriatefinancing, which could include additional equity being issued. Any such transactions will be related partytransactions and will be subject to the approval process discussed under ‘‘Related party transactions—Relationship agreement’’. There can be no assurance that we will enter into definitive documentation withour founder relating to this theme park, or if such documentation is executed, that we will be able tosuccessfully develop and open a Six Flags branded theme park.

RECENT DEVELOPMENTS

On 20 October 2014, our founder transferred title to a significant portion of the land on which Dubai Parksand Resorts is being constructed to us and on or about 16 November 2014 our founder leased certainadditional land to us under a long-term lease. See ‘‘Presentation of financial and other information—Landvaluation’’.

On 9 November 2014, we entered into the Committed Facility. See ‘‘Material contracts—Committedfacility’’.

Since 31 August 2014, we and our founder have entered into a number of novation agreements, includingin relation to certain of the contracts identified under ‘‘Material contracts’’. See ‘‘Material contracts’’.

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GROUP ORGANISATIONAL STRUCTURE AND FOUNDER

Organisational structure

Our group comprises the Company and its eight subsidiaries as shown in the chart below:

Dubai ParksDestination

ManagementLLC

LL DubaiThemeparkLLC (LLDT)

BollywoodParks LLC

Dubai ParksHotel LLC

MgateOperations

LLC

Dubai Parks and Resorts PJSC(1) (Company)99% Meraas Leisure and Entertainment LLC (MLE)

1% Meraas Holding LLC

River Park LLCMotiongate LLC(MGL)

LL DubaiOperations

LLC

99% Company1% MLE

99% Company1% MLE

99% Company1% MLE

99% Company1% MLE

99% Company1% MLE

99% Company1% MLE

99% MGL1% Company

99% LLDT1% Company

Note:

(1) Currently under incorporation.

Motiongate LLC owns approximately 4.0 million square feet of land and is responsible for thedevelopment and operation of our motiongate theme park on that land. See ‘‘Description of the Project—motiongate’’ below. Its subsidiary, Mgate Operations LLC, will be the operating entity for the motiongatetheme park in accordance with the management agreement entered into with Parques Reunidos.

LL Dubai Themepark LLC owns approximately 3.2 million square feet of land and is responsible for thedevelopment and operation of our LEGOLAND Dubai theme park on that land. See ‘‘Description of theProject—LEGOLAND Dubai’’ below. LL Dubai Operations LLC will be the operating entity for theLEGOLAND Dubai theme park in accordance with the management agreement entered into with MerlinEntertainments.

Bollywood Parks LLC owns approximately 2.1 million square feet of land and is responsible for thedevelopment and operation of our Bollywood Parks theme park. See ‘‘Description of the Project—Bollywood Parks’’ below. We currently expect that Bollywood Parks LLC will establish a subsidiary to bethe operating entity for the Bollywood Parks theme park in accordance with the management agreemententered into with Parques Reunidos.

River Park LLC and the Company leases, on a long-term automatically renewable basis, approximately3.6 million square feet of land from our founding shareholder, and River Park LLC is responsible for thedevelopment and operation of our retail, dining and entertainment district that connects the three themeparks and the resort hotel. See ‘‘Description of the Project—Riverpark’’ and ‘‘Land bank’’ below.

Dubai Parks Hotel LLC owns approximately 0.9 million square feet of land and is responsible for thedevelopment and overall operation of our Lapita resort hotel, which will be managed by Marriott. See‘‘Description of the Project—Hotel Lapita’’ below.

Dubai Parks Destination Management LLC will be responsible for the overall promotion of our themeparks as a destination, including sales, marketing, packaging and sponsorship. See ‘‘Marketing strategy’’below.

Founder

Our founder, which currently owns, directly and indirectly, all of our share capital, was founded in 2007 bythe Ruler of Dubai. It has a portfolio of investments in tourism, leisure, real estate development and assetmanagement and its goal is to generate long-term wealth and to enhance the economic and socialdevelopment of Dubai. Our founder aims to create sustainable shareholder value growth through

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development projects and life cycle asset management, with an additional focus on appropriate strategicinvestments. Our founder has a portfolio of ongoing real estate development projects and its completedand nearly completed developments to date include:

• Citywalk phase 1—comprising over 350 metres of retail frontage with 51 retail and food and beverageoutlets, phase 1 of Citywalk is an outdoor lifestyle retail development that opened in October 2013.Future phases envisage a total length of over 1.3 kilometres of promenade and a range of services thatincludes retail, hospitality and family entertainment facilities. Phase 1 of Citywalk is fully leased;

• The Beach—formed around a pedestrian esplanade that meanders between four distinct plazas, TheBeach is a beachfront outdoor mall with 70 retail, food and beverage, and entertainment outletsincluding a mix of top brands and attractions. Three of The Beach’s five zones opened in March 2014and the remaining two zones opened in October 2014. The Beach is located opposite Jumeirah BeachResidence; and

• Box Park—an urban and youthful retail concept constructed from stripped and refitted shippingcontainers and inspired by pop-up stores in Europe. Box Park is located in Dubai and is expected toopen before the end 2014.

For more information regarding the relationship with our founder, see ‘‘Related Party Transactions’’.

DESCRIPTION OF THE PROJECT

Overview

The Project comprises the development of three theme parks offering 73 attractions, Hotel Lapita, a fourstar Marriott operated resort hotel and Riverpark, a complementary retail, dining and entertainmentdistrict that connects the three theme parks and the hotel. In total, our Project is set in approximately25.0 million square feet of land, of which approximately 16.0 million is owned or leased by us. We have allnecessary easements in respect of the remaining approximately 9.0 million square feet of land which willprincipally be used for access roads and supporting infrastructure.

The plan below shows the relative locations and size of our theme parks, hotel and Riverpark. It alsoindicates the initial footprint of each theme park and the area available for potential future expansion inrelation to each theme park.

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We believe that, when completed, Dubai Parks and Resorts will be a unique leisure and entertainmentdestination in the MENA region. We currently expect to open our three theme parks before the end of thethird quarter of 2016, although this is subject to development and construction risks. See ‘‘Risk factors—Risk factors relating to the Project and our future business—The Project involves the development of threetheme parks and two related facilities over a remaining period that is expected to be two years and, as a result,we are exposed to significant development and construction risks’’. The total cost of the Project is budgeted atAED 10.5 billion.

In accordance with our operator agreements, we are required to establish a separate subsidiary to act asoperator of each theme park. This subsidiary will be directed in its operating activities by the relevant parkoperator in conjunction with us, although the operators will control the individual day to day operations ofeach park. See ‘‘Risk factors—Risk factors relating to the Project and our future business—Once Dubai Parksand Resorts becomes operational, we will be dependent on the performance of our operators’’.

We expect that Dubai Parks and Resorts will, when operational, generate a range of revenue streams. Forexample, each of the three theme parks will generate admission fees, which we expect to be their majorsource of revenue, as well as retail, food and beverage and other income. Each of LEGOLAND Dubai andBollywood Parks is expected to generate additional admission revenue from a major feature (thewaterpark in the case of LEGOLAND Dubai and a permanent show and other events at the Rajmahaltheatre in the case of Bollywood Parks) for which we expect to sell tickets separately. Our Hotel Lapita willprincipally generate revenue from room rates with food and beverage also forming a significant, butsmaller, income stream. In Riverpark, our main source of revenue is expected to be lease income as weanticipate that we will mainly act as a landlord in Riverpark, although we may choose to operate one ormore outlets directly at any time.

Dubai Parks and Resorts is located on Dubai’s Sheikh Zayed Road close to the Palm Jebel Ali andapproximately half way between the Dubai and Abu Dhabi international airports. The location of DubaiParks and Resorts is shown on the map below.

Given the hot and humid summer months in the UAE, particularly in July and August, our masterplan forDubai Parks and Resorts includes an integrated cooling strategy which aims to support visit numbersregardless of weather conditions. The master plan includes a number of indoor attractions at each themepark as well as 30 minutes of air conditioned queuing. In addition, the architecture and landscaping of theProject emphasises shading. We have also incorporated additional cooling technology, such as fans andmisting fans, in the designs. We also expect to adjust the opening hours of Dubai Parks and Resortsthroughout the year to avoid peak temperatures and to take account of other cultural and religious events,

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such as the holy month of Ramadan, holiday periods such as the Eid breaks, and periods of major touristactivity, such as shopping festivals and major sporting attractions.

motiongate

Introduction

Our motiongate theme park will be located on approximately 4.0 million square feet of land (with afootprint on construction of approximately 1.9 million square feet) and will have four themed zonescontaining 27 attractions. It will be themed around major DreamWorks and Sony Pictures movies,including Shrek, Madagascar, Kung Fu Panda, How to Train your Dragon, Ghostbusters and The Smurfs.We have contracted Parques Reunidos, one of the largest theme park operators globally, to operatemotiongate. The budgeted capital cost of constructing motiongate is approximately AED 2.5 billion.

We expect the motiongate theme park to attract approximately 3.1 million visits in its first full year ofoperations in 2017, growing to an estimated 4.8 million visits by 2021, with an estimated dwell time ofaround 6.5 hours. See ‘‘Financial projections’’.

Themed zones and key attractions

Visitors to motiongate will enter into Studio Central, the first themed zone, where they will experienceworking movie sets of New York City. Behind the facades of Studio Central, guests will find a variety ofshops, an old-fashioned ice cream parlour, a bakery and a confectionary. The Studio Central area leads tomotiongate’s main hub from which visitors will be able to access the park’s three other zones.

DreamWorks

There are four unique lands in DreamWorks:

• How To Train Your Dragon, which will present the Village of Berk and contain a range of attractions,including Dragon Gliders, a state-of-the-art attraction in which guests will be carried by dragons for anadventure in the skies above Berk, and The Swinging Viking, where guests will be taken for a thrill rideaboard a retired Viking battleship;

• Kung Fu Panda, which will be based in the Valley of Peace and contain key attractions such as Kung FuPanda: Unstoppable Awesomeness, a 3D motion simulator in which guests will participate in DragonWarrior Po’s mission to free the Furious Five, Mr. Ping’s Noodle Fling and Kung Fu Academy, aninteractive live show;

• Madagascar, which will be set in the Fur Power circus and feature rides such as Madagascar Mad Pursuit,in which guests ride an out of control train to evade capture by Captain DuBois, Penguin Air, whereriders control the height of Penguin-created aircraft on a high-flying spinning ride and the Melmango-around; and

• Shrek, which will be set in the land of the films and contain attractions such as the Great ShrekAdventure, a stylised dark ride that takes guest through a land evoking the films’ storybook prologues,and Swamp Slider, where guests surf on the mud bubbles of Shrek’s grassy swamp.

Smurfs Village

This zone will present the Smurfs’ Village and contain a range of attractions aimed at families and youngerguests. The attractions will include a Smurf Studio Tour ride which showcases a day in the life of theSmurfs’ own working movie studio, Smurf Village and Smurfberry Factory, which are both playground-based attractions, Smurf Village Playhouse, a theatre setting where guests and Smurfs can interact, andVillage Express, a coaster ride through the village.

Sony Pictures Studios

This zone will be an action-packed land which will contain a number of thrill rides as well as more family-oriented attractions, including:

• Cloudy with a Chance of Meatballs: River Expedition, a whitewater raft boat ride where guests discoverFlint Lockwood’s Food Animals, created by his food-creating invention, the FLDSMDFR;

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• Flint’s Imagination Lab, a soft play area for younger guests featuring larger-than-life foam and inflatablefood items ostensibly created by Flint and his FLDSMDFR machine;

• The Green Hornet: High Speed Chase, a white-knuckle pursuit alongside the hero, The Green Hornet, inan outdoor rollercoaster;

• Underworld: Descent 4D, a multi-sensory 4D theatre attraction which takes audiences on a cinematicthrill with the Vampire warrior, Selene;

• Zombieland Blast Off, a drop tower amusement ride set in the post-Zombie Apocalypse of the hithorror-comedy Zombieland;

• Ghostbusters: Battle for New York, an interactive shooter dark ride in which guests target ghosts whichhave overrun New York City; and

• Hotel Transylvania, a light-hearted dark ride through the world’s only hotel for monsters.

Target demographic

Our motiongate theme park is expected to attract families and visitors of all ages, both residents within theUAE and leisure tourists. Reflecting local climate conditions, 21 of the 27 attractions in motiongate will beindoor and air conditioned. motiongate is designed to provide a variety of enticing experiences for visitorsof all ages through its architecture, choice of restaurants, retail offerings and wide array of rides,attractions and other entertainment offerings.

Operator

We have entered into a management agreement with Parques Reunidos to manage our motiongate themepark. This agreement has a 10 year initial term, commencing from the opening date of the theme park, andits principal terms are summarised under ‘‘Material contracts—Operator contracts’’.

According to its website, Parques Reunidos is an international Madrid-based entertainment operator thatmanages 54 theme and amusement parks, water parks, zoological and marine life parks around the world,primarily across Europe and the US.

Progress to date

We have completed both the concept and schematic design phases for the motiongate theme park anddetailed design work is in progress and is currently scheduled to be completed in April 2015. Our keydesign consultants are Riva Digital FZ LLC, part of RIVA GROUP, a Dubai- and Los Angeles-basedcompany that brings together a consortium of theme park experts for individual projects and which isresponsible for the concept, schematic and detailed design phases as well as show components and creativecontent, and Gensler and Associates International Ltd (Gensler), a US-based design consultant which isthe lead design consultant for facility design (which includes structural, mechanical, electrical andplumbing, interior, acoustic, lighting and audio design elements). Construction work on the park, which isbeing undertaken by multiple international contracting firms, commenced in September 2014.

The total budgeted capital cost for motiongate is AED 2.54 billion. As at 30 September 2014, we hadawarded contracts in respect of AED 1.17 billion in capital expenditure towards the design andconstruction of motiongate, equal to 46.1 per cent. of the total budgeted capital cost. As at 30 September2014, we had placed orders for 16 of the 19 rides to be located in the park.

We have entered into IP licensing contracts with both DreamWorks and Sony Pictures relating to all of themovie themes that will feature in the motiongate theme park. See ‘‘Material contracts—Intellectual propertyagreements’’. Our main vendors for the motiongate attractions are ETF Machinefabriek B.V., GerstlauerAmusement Rides GmbH, Mack Rides GmbH & Co KG (Mack Rides) and Simworx Limited (Simworx).See ‘‘Material contracts—Construction and consultancy agreements’’.

Work has commenced on the motiongate park infrastructure.

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LEGOLAND Dubai

Introduction

Our LEGOLAND Dubai theme park will be based on the standard LEGOLAND concept but adapted toreflect local climate conditions. It will be located on approximately 3.2 million square feet of land (with afootprint on construction of approximately 1.9 million square feet) and will have six themed areascontaining 30 attractions and a separately ticketed LEGOLAND waterpark. We have contracted withMerlin Entertainments to operate LEGOLAND Dubai. The budgeted capital cost of constructingLEGOLAND Dubai is approximately AED 1.0 billion.

We expect LEGOLAND Dubai to attract approximately 1.9 million visits (of which approximately425 thousand visits are expected to be made to the waterpark, for which we expect to sell ticketsseparately) in its first full year of operations in 2017, growing to an expected 2.9 million visits (of whichapproximately 591 thousand visits are expected to be made to the waterpark) by 2021, with an estimateddwell time of around 6.5 hours. See ‘‘Financial projections’’.

Park design and key attractions

LEGOLAND Dubai will be the seventh LEGOLAND park, joining existing offerings in Billund,Denmark; Windsor, England; Carlsbad, California; Gunzburg, Germany; Winter Haven, Florida andJohor, Malaysia. LEGOLAND Dubai will feature over 15,000 LEGO model structures made from over40 million LEGO bricks, along with 30 interactive rides, shows and other attractions.

LEGOLAND Dubai will feature a separate LEGOLAND Waterpark that will be based on similarwaterparks at other LEGOLAND destinations as well as six themed areas in the main park as follows:

LEGO City

LEGO City will feature the famous LEGOLAND driving school, where children can obtain their ownpersonalised driving license, a boating school, where visitors take the wheel of a battery powered boat andsteer around waterways avoiding various obstacles, and a stunt show.

Adventure

Adventure will cater to young explorers seeking an adventure. They will be able to battle their way throughan ancient land in search of hidden treasures and experience an underwater adventure on a LEGOsubmarine ride.

LEGO Kingdom

LEGO Kingdom includes:

• Dragon Coaster, a ride to the top of the castle followed by a drop in a spiral motion above the moat.Riders will travel through the heights and depths of the castle, past animated LEGO models including agiant red dragon before exiting the building and flying through the treetops; and

• for younger guests, a mini roller coaster.

Create

The Create area will allow visitors to experience special effects, learn basic LEGO building and designtechniques, participate in educational workshops and design and programme robots with LEGOMINDSTORMS�. This area will also feature a 4D movie theatre, showcasing a number of LEGO 4Dmovies.

Factory

Factory will feature a factory tour, only the second of its kind in a LEGOLAND. Visitors will be able to seehow a LEGO brick is produced and learn about the manufacturing process. At the end of the visit, everyvisitor will receive a freshly moulded LEGO brick, as a memory of their visit to LEGOLAND Dubai. Thisarea will also include a Big Shop, where visitors can buy LEGO themed toy sets, clothing, board games,videogames and general LEGO merchandise.

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Miniland

Miniland, which will be fully enclosed and air conditioned, will contain the greatest concentration ofLEGO bricks in the park. Over 25 million pieces will be used to recreate scenes and famous landmarksfrom the GCC region and from around the world, all bustling with sounds, traffic, trains and boats.

Waterpark

LEGOLAND Dubai will also feature a LEGOLAND Waterpark for which we intend to sell ticketsseparately. In common with other LEGOLAND waterparks, our waterpark will feature attractionsdesigned to appeal to the same young family demographic as LEGOLAND Dubai. See ‘‘Targetdemographic’’ below. We expect the waterpark to include 10 attractions, but we have not included these ineither the 30 stated LEGOLAND Dubai theme park attractions or the 73 stated total attractions for DubaiParks and Resorts.

Target demographic

Our LEGOLAND Dubai theme park is designed to attract principally families with children between theages of 2 and 12 years old, both residents within the UAE and international leisure tourists to the country.Reflecting local climate conditions, 13 of the 30 attractions in LEGOLAND Dubai will be indoor and airconditioned. The target demographic for LEGOLAND Dubai does not demand expensive, large format‘‘thrill’’ rides and, similarly to other LEGOLAND theme parks around the world, we expect thatLEGOLAND Dubai will enjoy high repeat visitor numbers.

Operator

We have entered into a management agreement with Merlin Entertainments, which also manages theother LEGOLAND attractions globally, to manage our LEGOLAND Dubai theme park. This agreementhas a 25 year initial term, commencing from the opening of the theme park, and gives us the right to usethe LEGO, LEGOLAND and associated brands throughout the theme park. The principal terms of theagreement are summarised under ‘‘Material contracts—Operator contracts’’

Merlin Entertainments, which was formed in 1999, is Europe’s leading and the world’s second largestvisitor attraction operator. Merlin Entertainments runs over 100 attractions in 23 countries across fourcontinents, which attracted 59.8 million visitors in 2013.

Progress to date

We have completed all of the design phases for LEGOLAND Dubai. Construction work in the park, whichis being led by Belhasa Six Construct—Orascom Construction Industries Joint Venture, a joint venturebetween Besix Group and Orascom Construction Industries, commenced in April 2014 and is currentlyscheduled to be complete in the second quarter of 2016.

Our key consultants are Forrec Ltd. (Forrec), a planning and design firm that that specialises in thecreation of entertainment and leisure environments worldwide and which is the lead design consultancy,and Kling Consult GmbH, which is responsible for construction supervision. In addition, Whitewater WestIndustries Ltd is principally responsible for the waterpark concept and schematic design. Our main vendorsfor the LEGOLAND Dubai attractions are Mack Rides, Zierer Karussel- undSpezialmaschinenbau GmbH, SB International AB, Sunkid-Heege GmbH and Metalbau EmmeinGmbK & Co. KG. See ‘‘Material contracts—Construction and consultancy agreements’’.

The total budgeted capital cost for LEGOLAND Dubai is AED 1.03 billion. As at 30 September 2014, wehad awarded contracts in respect of AED 493 million in capital expenditure towards the design andconstruction of LEGOLAND Dubai, equal to 47.8 per cent. of the total budgeted capital cost. As at30 September 2014, we had placed orders for 14 of the 16 rides to be located in the park.

Work is also substantially complete on the LEGOLAND Dubai park infrastructure.

Bollywood Parks

Introduction

Our Bollywood Parks theme park is based on the rich film heritage of Bollywood, India’s mainstreamHindi-language film industry. It will be located on approximately 2.1 million square feet of land (with a

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footprint on construction of approximately 1.7 million square feet) and will have five themed zonescontaining 16 attractions and the Rajmahal theatre. It will be themed around major Bollywood films,including Rock On!!, Don, Dabangg, Lagaan, Sholay, Zindagi Na Milegi Dobara, Krrish, Ra One andMughal-e-Azam. The operator of the theme park will be Parques Reunidos. The budgeted capital cost ofconstructing Bollywood Parks is approximately AED 1.4 billion.

We expect the Bollywood Parks theme park to attract approximately 1.7 million visits (of whichapproximately 202 thousand visits are expected to be made to the Rajmahal theatre, for which we expect tosell tickets separately) in its first full year of operations in 2017, growing to an estimated 2.6 million visits(of which approximately 264 thousand visits are expected to be made to the Rajmahal theatre) by 2021,with an estimated dwell time of around 5.5 hours. See ‘‘Financial projections’’.

Themed zones and key attractions

Visitors to Bollywood Parks will enter onto Bollywood Boulevard, the first themed zone, which will featurea mix of cafes, food and beverage carts, retail outlets and entertainment. The key attraction in BollywoodBoulevard will be the Rock On!! restaurant and lounge which will present live shows celebrating the film’sband, Magik, and their music. The restaurant will offer international cuisine and, in the evening, RockOn!! will transform into a nightclub, catering to park guests, partygoers and socialites. From BollywoodBoulevard, visitors will be able to access each of the four other zones that make up Bollywood Parks.

Mumbai Chowk

Mumbai Chowk will celebrate Mumbai, the financial capital of India and the birthplace of Bollywood. Thekey attraction in Mumbai Chowk will be Don The Chase, a 3D ride with Don himself on a chase throughthe streets of Dubai. This immersive media tunnel will propel guests into a world of Interpol agents taskedwith tracking down the elusive Don.

Rustic Ravine

Rustic Ravine will seek to bring the spirit of the Indian countryside to life in a picturesque setting of rockstructures and village huts. There will be three key attractions in Rustic Ravine:

• Dabangg, a live stunt show which involves the entire audience being taken hostage and features vehicles,explosions, martial arts, free running and wire work in a manner that highlights the particular brand ofaction popularised in the film;

• Lagaan, which transports guests to the rural India of the 1890s and features food and beverage carts,carnival games and children’s fun rides. The main attraction is a simulator; and

• Sholay, an interactive 3D shooter attraction in which guests will be recruited to help track down thebandit Gabbar Singh from the classic Bollywood film Sholay.

Bollywood Film Studios and Hall of Heroes

Bollywood Film Studios and Hall of Heroes will combine to form a single zone. Bollywood Film Studioswill provide guests with a glimpse into the behind the camera work that goes into creating Bollywood’s topfilms, including demonstrations of cinematic techniques and the chance to be included in some of the mostmemorable Bollywood scenes. The key attraction will be Zindagi Na Milegi Dobara, a 30 minute, family-friendly, multi-stage audience participation show, where guests go behind the scenes of this Bollywoodblockbuster.

Hall of Heroes will be Bollywood Parks’ only completely indoor zone and is home to an array of high-techthrill attractions that celebrate Bollywood’s blockbuster superhero and sci-fi epics. The key attractions are:

• Krrish, in which guests enjoy an aerial tour of some of India’s most beautiful sights, accompanied by oneof Bollywood’s most famous superheroes, KRRISH. This attraction combines live-action footage, visualeffects and a motion-based simulated flight experience; and

• Ra One, which is set in the aftermath of the epic events of the film. This multi-sensory 4D theatreattraction takes the audience on an adventure into the heart of the digital world.

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Royal Plaza

Royal Plaza will highlight the beauty and wonder of Indian culture and architecture which have beencelebrated in Bollywood films since the industry began making movies over 100 years ago. The keyattractions will be:

• the Rajmahal Theatre, which is the park’s main icon and visual landmark. The theatre will host a fullscale Broadway style, Bollywood themed musical every evening as well as other events to be organisedseparately; and

• Mughal-e-Azam, a five-star restaurant which will serve a variety of Mughlai delicacies in a venue inspiredby the historic architecture of India’s Amber Fort.

Entertainment programme

In addition to its 16 attractions, Bollywood Parks will have a site-wide live entertainment programmedesigned to keep guests engaged throughout their stay. The programme will combine dance performances,character interactions and street theatre.

Outdoor stages, which will be located close to food and beverage areas, will host a progression ofBollywood-centric variety shows and musical performances throughout the day. In addition, guests mayencounter one of several dance troupes, find themselves on a ‘‘Hot Set’’ as a film crew sets up a shot fortheir movie or be in the middle of a musical casting call for the next Bollywood spectacular. The park alsohas a dedicated events space that could be used for celebration of the varied Indian festivals and variouscorporate and social events.

Target demographic

Bollywood Parks is expected to attract families and visitors of all ages, both residents within the UAE andleisure tourists, particularly those from the MENA region and the Indian subcontinent. Reflecting localclimate conditions, 11 of the 16 attractions in Bollywood Parks will be indoor and air conditioned.Bollywood Parks is designed to provide a variety of enticing experiences for visitors of all ages through itsarchitecture, choice of restaurants, retail offerings and wide array of rides, attractions, shows and dancesinspired by Bollywood films. We believe that Bollywood Parks will create a completely new identity fortheme parks, offering its visitors a diverse and extraordinary guest experience at a world-class destination.

Operator

We have entered into a management agreement with Parques Reunidos to manage our Bollywood Parkstheme park. This agreement has a three year initial term, commencing from the opening date of the themepark and its principal terms are summarised under ‘‘Material contracts—Operator contracts’’.

Progress to date

We have completed both the concept and schematic design phases for the Bollywood Parks theme parkand detailed design work is virtually complete. Our key design consultants are RIVA GROUP companiesand Kling Consult International, a German design and engineering consultancy, which are responsible forall design phases. Theatre Projects Consulting, a theatre design group with its registered office in England,is responsible for the concept design of the Bollywood theatre. Infrastructure construction work in the parkis being undertaken by ARCO General Contracting (ARCO) and commenced in September 2014. Inaddition, significant progress has been made on the construction of the Bollywood theatre where ARCO isalso the main contractor. All park construction is currently scheduled to be complete in the second quarterof 2016.

We have entered into IP licensing contracts relating to all of the movies that will feature in the BollywoodParks theme park. See ‘‘Material contracts—Intellectual property agreements’’. Our main vendors for theBollywood Parks attractions are Dynamic Attractions Ltd, Holovis International Ltd, Simworx, SimulineInc and Triotech Amusement Inc.

The total budgeted capital cost for Bollywood Parks is approximately AED 1.35 billion. As at30 September 2014, we had awarded contracts in respect of AED 640 million in capital expendituretowards the design and construction of Bollywood Parks, equal to 47.4 per cent. of the total budgetedcapital cost. As at 30 September 2014, we had placed orders for all of the seven rides to be located in thepark.

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Hotel Lapita

Set on an artificial lagoon, our Hotel Lapita will be a four star resort hotel with 500 rooms and three villasand will form part of the Autograph Collection by Marriott when completed. The hotel will be located on aland area of approximately 900,000 square feet and, in addition to the three villas, will comprise a mainbuilding with 100 rooms and eight separate clusters, each containing 50 rooms.

We have entered into a hotel operator agreement with Luxury Hotels International Lodging Ltd., aMarriott Corporation company, to manage our Hotel Lapita. This agreement has a 20-year initial term andits principal terms are summarised under ‘‘Material contracts—Operator contracts’’.

Hotel Lapita will feature Polynesian resort themed architecture and landscaping. An all day diningrestaurant, a speciality restaurant and a rooftop bar will cater to guests and the hotel will also feature a spa,kids club, gym, business centre and other amenities.

We have completed the design work for our Hotel Lapita, which was led by RTKL—UK Ltd. (RTKL).Construction work on the hotel, led by ARCO, commenced in June 2014 and is currently scheduled to becomplete in the second quarter of 2016.

The total budgeted capital cost for Hotel Lapita is approximately AED 660 million. As at 30 September2014, we had awarded contracts in respect of AED 332 million in capital expenditure towards the designand construction of Hotel Lapita, equal to 50.3 per cent. of the total budgeted capital cost.

Work is substantially complete on the hotel infrastructure.

Riverpark

Introduction

Our Riverpark destination will be a retail, dining and entertainment area with approximately 220,000square feet of gross leasable area and directly connected to the main entrance, all three theme parks andthe resort hotel. The concept is similar to the Universal CityWalk� entertainment and retail districtassociated with Universal Studios in California and Downtown Disney� at Walt Disney World in Floridaand at Disneyland in California. Riverpark, which has a total area of 3.6 million square feet (of whichapproximately 1.2 million is expected to be used for parking by the Company), will be accessible as adestination in its own right and, based on the experience at the Universal CityWalk� and DowntownDisney� concepts, we expect it to attract significant footfall from the resident population as well as fromvisitors to the theme parks. Our target market for Riverpark includes our theme park and hotel guests,UAE residents, corporate parties and the meetings, incentives, conference and events (MICE) tourismmarket. Once completed, it is expected that Riverpark will comprise approximately 39 food and beverageand approximately 15 retail and entertainment outlets, with a gross leasable area of approximately 220,000square feet. We intend to lease these outlets, although we may elect to operate one or more outletsourselves.

Themed zones

Riverpark will be themed as a journey through time and will feature four zones:

• French village, which will be based around a medieval town square surrounded by buildings that reflectthe middle of Europe in the late 1600s. These buildings will house shops, street cafes and casual dining,all fronting onto a cobblestone town square;

• Board Walk, which will also be the gateway to both the motiongate and LEGOLAND Dubai themeparks, will front onto the river and feature a range of live entertainment. Layering, super-scaled neonsignage, towering structures and palm trees will aim to recreate the excitement of Los Angeles and LasVegas in the 1950s to establish the character of this urban waterfront district promenade, setting thestage for terrace dinning along the waterfront;

• India Gate, which will also be the formal gateway connecting the river to the entrance of BollywoodParks. Inspired by the 1929 viceroy’s house in New Delhi, designed by Edwin Lutyens, the sweepingcolonnades of India Gate frame a large urban piazza leading to the theme park. India Gate will featurelive Indian entertainment as well as a range of retail and dining options; and

• The Peninsula, which will be located at the heart of Riverpark on a higher land mass and surrounded bythe river on three sides. A large piazza and adjoining park will serve as Riverpark’s largest outdoor

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music venue and will be surrounded by casual dining pavilions based on a European Exposition from thelate 19th century. The Peninsula will also connect the various districts by pedestrian bridges and willhave its own tram stop linking it to the wider Dubai Parks and Resorts.

Progress to date

We have completed the design work for Riverpark, which was led by RTKL. Construction work, led byARCO, commenced in July 2014 and is currently scheduled to be complete in the first quarter of 2016.

The total budgeted capital cost for Riverpark is approximately AED 201 million. As at 30 September 2014,we had awarded contracts in respect of AED 117 million in capital expenditure towards the design andconstruction of Riverpark, equal to 58.2 per cent. of the total budgeted capital.

Work is substantially progressed on the Riverpark infrastructure.

DEVELOPMENT PROCESS

Construction has commenced on all five areas of the Project.

We believe that we have put together a strong team of leading international consultants to help deliver theProject. This team is led by Samsung C&T, who are responsible for programme management (essentiallyensuring that all distinct Project phases (other than the attractions) are managed in accordance with theagreed timetable and budget), and Hill International, who are responsible for technical management(essentially managing the design, construction and installation of the attractions in accordance with theagreed timetable and budget).

Together, the Samsung C&T and Hill International teams, comprise around 200 people, around 60 percent. of whom have prior theme park experience. Samsung C&T is an engineering, procurement andconstruction contractor established in 1938 and specialises in construction programme management basedon high levels of quality assurance. Samsung C&T has worked on high-profile developments and builtsome of the world’s tallest skyscrapers, including the Burj Khalifa in Dubai, Petronas Twin Towers in KualaLumpur and the Taipei 101. Hill International is a global construction consulting firm established in 1976and has advised on high-profile projects, including the Panama Canal expansion project and the PalmJumeirah in Dubai.

We believe that we have established a rigorous cost control process, with clearly identified lines ofresponsibility and defined response times for our cost consultants, Cumming Construction Management(Cumming). Cumming is an international project and cost consulting firm, established in 1996,experienced in cost budgeting and cost management throughout large construction projects.

We have defined contract tendering and award processes involving both the Samsung C&T projectmanagement team and Cumming and have also established variations control procedures designed toensure that variations from initially agreed contractual parameters are efficiently managed and controlled.As additional security against escalating cost and in line with typical industry practice, our budget includesa contingency fund. We require a bank guarantee from our contractors in respect of all advance paymentsmade by us to them. Typically we make advance payments upon execution of the contract forapproximately 10 to 15 per cent. of the total contract amount and we aim to recover between 10 and 20 percent. of the advance payment in each interim payment subsequently made. We also retain between 5 and10 per cent. of each interim payment until certain criteria have been fulfilled. In most cases, half of theretention will be released when the taking-over certificate, which is a document issued by the contractorconfirming that the project has been completed, is issued and accepted by us and the balance will bereleased when the defects liability period is over.

We also require performance security from our contractors in the form of an unconditional bank guaranteein an amount equal to 10 per cent. of the contract sum. This guarantee must remain valid until the end ofthe defects liability period.

All of our contractors must have or obtain appropriate insurance, see ‘‘Insurance’’ below.

Although major construction projects such as the Project involve a high level of risk, we have sought tomitigate that risk through:

• the appointment of highly qualified and experienced project managers with proven track records andeffective management of the design process, including thorough reviews at all key stages;

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• a procurement process that involves competitive tendering, typically on a fixed price basis, for allcontractors;

• involving our theme park and hotel operators at all stages of the design and construction process;

• cost control and delay management strategies, including contingency plans and funds;

• purchasing standardised and tested show and ride technologies from leading vendors who areresponsible for supervising the installation;

• requiring our ride vendors to obtain safety certifications from an independent safety management firm,TUV Sud, prior to the delivery and installation of the rides;

• implementing robust training, safety, monitoring and maintenance procedures; and

• maintaining a detailed and regularly updated risk register.

We also intend to instruct TUV Sud to certify the safe installation of all rides once installed, and to certifyeach of the rides on an annual basis, although we have not yet entered into any contractual arrangementswith TUV Sud to this effect.

PROJECT COSTS AND FUNDING

Project costs

Our total anticipated costs for completing the Project is AED 10.5 billion, of which AED 8.7 billion isconstruction capital expenditure and pre-opening expenditure. The table below shows our historical capitalexpenditure to 31 August 2014 and our budgeted capital expenditure split between key aspects of theProject.

FourTo months to

31 August 31 December2014 2014 2015 2016 2017(1) Total

(AED million)

motiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . 285 66 682 1,382 124 2,539LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . 121 45 397 437 34 1,034Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . 138 6 474 678 56 1,351Hotel Lapita . . . . . . . . . . . . . . . . . . . . . . . . . 30 51 204 344 31 660Riverpark . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 31 84 61 7 201Infrastructure(2) . . . . . . . . . . . . . . . . . . . . . . . 265 269 1,201 1,002 131 2,868Land(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 896 — — — 896Other(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 76 596 291 — 987

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 881(5) 1,440 3,638 4,195 382 10,536

Notes:

(1) Although the Project is expected to be complete before the end of the third quarter of 2016, we expect to incur expenditures in2017 as a result of certain retention payments that are not expected to be paid until then. In addition, the timing of ourexpenditures is likely to differ from the budget presented above as payments in 2017 are expected to also include payments from2016.

(2) Infrastructure includes central project management costs, which principally relate to the costs of consultants employed inconnection with the Project, and Destination Management expenditures, which principally relate to launch events andtechnology costs to be incurred in connection with ticketing and other systems.

(3) The land transfers were completed in October 2014. See ‘‘Recent developments’’ above.

(4) Other includes capitalised interest and other debt-related expenditures and corporate expenditures.

(5) See ‘‘Funding’’ below.

As at 30 September 2014, contracts in respect of AED 4.62 billion, or 53.4 per cent., of the totalanticipated Project construction capital expenditure of AED 8.7 billion had been awarded.

You should be aware, however, that we cannot be certain that the amounts discussed above will be theactual amounts of capital expenditure that may be incurred in each period. The timing and amount of ourcapital expenditure will be highly dependent on market conditions, the progress of the Project and a rangeof other factors that will be outside our control. See, for example, ‘‘Risk factors—Risk factors relating to theProject and our future business—The Project involves the development of three theme parks and two related

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facilities over a remaining period that is expected to be two years and, as a result, we are exposed to significantdevelopment and construction risks’’.

Funding

To date we have funded all of our incurred capital expenditure using the equity which our founder hasinjected.

On 9 November 2014, we entered into the Committed Facility in the amount of U.S.$1.15 billion (AED 4.2billion) with a syndicate of banks. See ‘‘Material contracts—Committed Facility’’.

In addition, we expect to raise approximately AED 2.5 billion in net proceeds from the Offering and ourfounder has committed approximately a further AED 2.0 billion in cash contributions, in addition to itsland contribution. The founder also agreed to fund certain expenses that were carried as liabilities on ourbalance sheet and waived the oustanding balance in the period to 31 August 2014, in consideration forshare capital as a contribution in kind. The cash contributions, land contribution and payment on ourbehalf of incurred liabilities that have been or will be converted to equity will give our founder a totalequity contribution of approximately AED 3.8 billion. In the absence of unforeseen circumstances, webelieve that these amounts should be sufficient to meet our budgeted capital expenditure but we cannot besure that this will be the case. In the Committed Facility, the Parent Guarantors have guaranteed theconstruction risk of the Project to the lenders. In particular, each of the Parent Guarantors has agreed thatif certain Project milestones are not reached they will provide further equity to us to enable completion ofthe Project. See ‘‘Material contracts—Committed Facility’’ under the heading ‘‘Construction risk guaranteeand release of Parent Guarantors’’.

The table below shows the estimated sources and uses of the funds necessary to fulfil our capitalexpenditure plans.

Sources of funds (AED million) Uses of funds (AED million)

Debt . . . . . . . . . . . . . . . . . . . . . . . 4,214 Construction cost . . . . . . . . . . . . . . 5,785Equity . . . . . . . . . . . . . . . . . . . . . . 6,322 Infrastructure cost . . . . . . . . . . . . . 2,868

of which: Land acquisition cost(1) . . . . . . . . . . 896Land contributed by founder . . . . 896 Other(2) . . . . . . . . . . . . . . . . . . . . . 987Expenses incurred prior to

31 August 2014(3) . . . . . . . . . . . 881Founder cash contribution(4) . . . . 2,016Target proceeds of the Offering . . 2,529

Total sources . . . . . . . . . . . . . . . . . 10,536 Total uses . . . . . . . . . . . . . . . . . . . 10,536

Notes:

(1) See ‘‘Land bank’’ below and ‘‘Presentation of financial and other information—Land valuation’’.

(2) Other comprises capitalised interest and other debt related expenditures and corporate expenditures.

(3) As of 31 August 2014, AED 881 million in Project costs and accruals had been incurred by our founder on behalf of theCompany. Of such amount, as of 31 August 2014, our founder had made cash payments of AED 686 million (see ‘‘Related PartyTransactions—Related Party Transactions prior to 31 August 2014—Project Costs Incurred’’) and agreed to pay the balance ofAED 195 million before the closing of the Offering by way of additional cash contributions to us or payments on our behalf ofincurred expenses (see ‘‘Related Party Transactions—Related Party Transactions after 31 August 2014—Project Costs Incurred’’).

(4) On or before the Closing Date, our founder will provide AED 2,016 million in cash to the Company in consideration for theissuance of new Ordinary Shares with a par value of AED 2,016 million.

See ‘‘Financial projections—Company commentary on certain projected financial statement numbers’’ for areconciliation of the total Project cost of AED 10.5 billion to our projected statement of financial positionat 31 December 2016 and our projected cash flow statement for the year ending 31 December 2016.

Capital structure policy

We intend to maintain a modest leverage structure, under which our total indebtedness to the expectedProject total capital cost of AED 10.5 billion is expected to remain at a prudent level and not expected toexceed 50 per cent. during the Project. We and our Board expect to review our leverage policy periodically.

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LAND BANK

The table below shows the area and DLD valuation of the land on which Dubai Parks and Resorts is beingconstructed.

DLDProject Total land area Initial footprint(1) valuation

(square feet) (AED million)

motiongate (owned) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,031,314 1,906,388 272LEGOLAND Dubai (owned) . . . . . . . . . . . . . . . . . . . . . 3,166,314 1,853,115 207Bollywood Parks (owned) . . . . . . . . . . . . . . . . . . . . . . . . 2,124,577 1,732,491 133Hotel Lapita (owned) . . . . . . . . . . . . . . . . . . . . . . . . . . 929,912 929,912 104Riverpark (leased) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,595,900 2,353,302(2) 180(3)

Other (owned)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,154,905 — —Other (easements) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,086,217 — —(5)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,089,139 8,775,208 896

Notes:

(1) Only relevant to theme parks, each of which incorporates land purchased at pre-development prices for potential futureexpansion.

(2) River Park LLC will lease approximately 2.35 million square feet. The Company will lease the remaining approximately1.24 million square feet and is expected to use the area for parking.

(3) A value is provided for leased land reflecting the fact that the lease has a 50 year term and is automatically renewed for anadditional 49 years on each expiration at no additional cost.

(4) Comprises land to be used for back of house functions as well as certain other land used for utilities and public transportfacilities. No additional value was attributed to this land as it is not expected to be revenue generating.

(5) Comprises land that will principally be used for access roads and parking. No value is provided for this land as we have noownership interest in it.

For more information on the land valuation and DLD methodology, see ‘‘Presentation of financial andother information—Land valuation’’.

Approximately 12.4 million square feet, comprising the land on which the three theme parks and HotelLapita are located as well as some of the common areas, is owned by us. The approximately 3.6 millionsquare feet on which Riverpark is located is leased by us from our founder for a single up front leasepayment equal to the value of the land as assessed by DLD. The majority of the common area owned by uswill be used for back of house functions.

In addition to the 25.0 million square feet of Project land, we also have a 10-year lease in respect ofapproximately 6.5 million square feet of additional land which can also be used for parking pending thepossible future development of multi-story parking facilities on land that we lease. See ‘‘Strategy’’ for adiscussion of possible uses of the remaining land surrounding Dubai Parks and Resorts which is currentlyowned by our founder.

MARKETING STRATEGY

Destination management

We have established Destination Management which we expect will manage a front-facing sales,marketing, packaging and sponsorship team designed to enhance revenue by marketing Dubai Parks andResorts as a theme park destination. We have entered into a memorandum of understanding with Emiratesto explore mutually beneficial operational and promotional initiatives. We currently expect DestinationManagement to operate in four core areas:

Dynamic packaging

This will involve creating multi-asset packages such as multiple theme park entry tickets and combinedhotel/theme park packages. The dynamic packaging team will seek also to bundle park entry tickets withthird parties such as hotels and will aim to build VIP and other specialised packages. The principal aim forthe dynamic packaging team will be to enhance yield and revenue management at a destination level.

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Destination marketing

The destination marketing team will lead travel and trade show marketing efforts, including, for example,attending the World Trade Travel Market in London in November 2014 and the Arabian Travel Market inDubai in May 2015 and will also manage our relationships with the Dubai government bodies who marketthe emirate as a tourist destination. The team will also co-ordinate annual plans at an individual asset levelfor local, international and event marketing and seek to maximise cross-asset marketing campaigns. Thedestination marketing team will also co-ordinate with each of the theme parks in relation to their pricingand will approve any discounts proposed by individual parks.

Distribution coordination

We expect that our principal distribution channels will comprise tour operators (particularly for the touristmarket) as well as online sales (which we expect will be the principal channel for the local market). Ourattendance at travel and trade shows is a key part of our strategy to build up a strong distribution networkfor international visitors to Dubai Parks and Resorts. Our distribution coordination team will manage allonline and call centre sales as well as our wider network of distributors. It will also be responsible for cross-asset VIP sales and all customer support activities.

Cross-asset sponsorship

Whilst our operators will principally be responsible for individual asset sponsorship programmes at theirrespective parks, our cross-asset sponsorship team will initiate and secure cross-asset sponsorships as wellas retail, dining and entertainment sponsorships. It will also coordinate asset level sponsorship initiatives toensure that these are consistent with the overall destination strategy.

Marketing plans

We commenced our Dubai Parks and Resorts awareness marketing efforts in September 2014 when weunveiled the blueprint for the three theme parks, Riverpark and Hotel Lapita and announced theirexpected completion in 2016. We have since built on this by establishing a parks website and we areprogressively introducing the key partners, operators and brands involved. We also intend to start buildingcredibility with our future distributors by attending travel shows and other relevant industry events.

During 2015 and up to the park opening in 2016, we expect to focus increasingly on building publicawareness (both locally and in Dubai’s principal source markets for tourists) by regularly releasing storiesaround key construction milestones, organising media site visits, establishing a social media presence,signing up sponsors, initiating market specific campaigns to attract visitors, and ultimately creating andstarting to sell packages.

ENVIRONMENTAL AND HEALTH AND SAFETY REGULATION

We are committed to full compliance with all applicable environmental and health and safety performancestandards and requirements, both during the construction of the Project and once the theme parks are fullyoperational.

Environmental regulation

The UAE Ministry of Environment and Water (MEW) is the body responsible for environmentalconservation in the UAE. The environmental aspects of development projects are regulated at both thefederal and local emirate level. The federal legislation aims to protect and conserve the quality and balanceof the environment through the control of pollution, the sustainable development of natural resources andthe conservation of biological diversity and also addresses certain aspects of major development projects,including impact assessments, environmental monitoring, ground water resources, air quality, permissiblenoise levels and liability and compensation issues for environmental damage. In addition, Dubai lawsregulate noise levels, waste discharges and other pollutants and provide additional regulations designed toprotect ground water resources.

Halcrow International Partnership has, on our behalf and as required by applicable regulations,undertaken a full environmental impact assessment for the Project which has been approved by theappropriate regulatory bodies.

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Health and safety regulation

Construction phase

We have prepared a comprehensive health, safety and environment plan for each of the major aspects ofthe Project (for example, the Rajmahal theatre forms a separate aspect within the Bollywood Parks aspectof the Project). Each of these plans is a live working document which is expected to evolve and developthroughout the life of the relevant aspect of the Project to which it relates and has been prepared todescribe how the relevant works will be safely managed and controlled. Each plan clearly identifies therequirements of all relevant parties to protect the health, safety and welfare of all personnel engaged onthe relevant aspect of the Project and others who may be affected by the operations of the relevant projectteam. We expect that each plan will be independently reviewed and evaluated at regular intervals notexceeding six months or as otherwise deemed necessary to ensure its effectiveness.

Theme park safety strategy

We intend to develop a comprehensive health and safety strategy for Dubai Parks and Resorts that is inline with the high standards observed by major international theme park industry leaders. In particular, weintend to formulate a strategy that ensures full compliance with all applicable regulations, all manufacturerrecommendations and all requirements of our operators. We anticipate that there will be daily safetyinspections of all rides and periodic safety inspections of other facilities.

INSURANCE

We manage our construction risks by requiring all of our contractors to obtain and maintaincomprehensive insurance, including:

• contractor’s all risk insurance (representing 115 per cent. of the contract sum);

• contractor’s plant and machinery insurance;

• workers compensation insurance;

• public and third party liability insurance;

• professional indemnity insurance; and

• where relevant, marine cargo insurance.

We approve the indemnity level of these insurances. We require waiver of subrogation, where applicable,and the inclusion of a principal’s interest clause to ensure that we are notified of any cancellation ormaterial modification of the cover. We validate all certificates of insurance and, when required, insurancepolicies both at inception and at each renewal.

Prior to the theme parks becoming operational, we intend to adopt insurance coverage that is inaccordance with industry standards, including the terms of and the coverage provided by such insurance. Inparticular, we expect to obtain public and third party liability insurance to match normal industry levels, toobtain comprehensive property insurance in respect of the new assets delivered under the Project and toobtain terrorism insurance as required by applicable UAE law. We expect to use the services of reputableinternational insurance brokers for advising on relevant insurance matters. Our insurance policies may notcover all losses that we incur in the future, see ‘‘Risk factors—Risk factors relating to the Project and ourfuture business—We may not have adequate insurance’’.

EMPLOYEES

We currently have approximately 72 employees and rely on our founder for the provision of certainservices to us, including IT, finance and accounting, internal audit, human resources, insurance and legalservices. See ‘‘Material contracts—Services agreement’’. We anticipate that we will need to increase ouremployee numbers significantly in the period before the theme parks become operational. In particular, wewill need to recruit and train approximately 3,000 front line staff, including those necessary to operaterides, perform in shows, manage retail and food and beverage outlets in our theme parks and operate ourhotel. Most of this recruitment and training is expected to take place during the six month period prior tothe opening of Dubai Parks and Resorts.

We also expect to recruit a number of staff on short-term employment contracts to manage periods ofhigher demand.

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We believe that attracting, motivating and retaining employees of the right calibre is vital to our futuresuccess. We intend to implement a performance development programme, such as a competency-basedperformance review system used to identify career aspirations and development needs, with company-widegrading to allow employees to plan their careers and provide a clear reward structure.

We will seek to consistently improve visitor service levels. We intend to develop standard operatingprocedures that will apply across our parks and attractions to ensure that visitors receive a high level ofcare, and training in relation to these procedures will be conducted regularly. Health and safety matterswill also form a key part of induction of all staff, and additional training will be provided to staff who areeither operating rides or handling food and beverage sales before they are allowed to work in these areas.

INTELLECTUAL PROPERTY

Our principal intellectual property rights are the various brand names and logos associated with ourbusiness, including Dubai Parks and Resorts, motiongate, Bollywood Parks, Lapita and Riverpark. Wehave sought to protect these brands by registering them in the GCC. In addition, we have licensed the rightto use a range of brand names and logos in our theme parks and we pay a range of royalties and other feesin connection with these licenses. See ‘‘Material contracts—Intellectual property agreements’’.

IT

IT is important to our business and will be increasingly so once Dubai Parks and Resorts becomesoperational. We currently focus, and intend to continue to do so, on providing reliable and availableinformation and systems to our counterparties and employees in a secure environment. We continuouslyassess our operational needs and aim to develop and implement new IT systems to meet them, with theprimary aim of delivering efficient and cost-effective systems. In particular, we are analysing how our ITsystems can better support operational efficiencies and analytics to assist our management in their decisionmaking. We are also looking (i) to standardise systems across Dubai Parks and Resorts so that we can limitthe amount of customisation required and (ii) at using IT to animate queuing so that visitors can have anaugmented experience while at the theme parks.

We carry out daily and other periodic data back-ups which are stored at a remote location.

We intend to implement a disaster and recovery site on remote premises that can be activated whenrequired, to ensure that critical systems and data continue to be fully operational. We also intend to carryout annual intrusion tests on our IT network with the assistance of an external vendor.

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5NOV201411521892

MANAGEMENT

MANAGEMENT STRUCTURE

The chart below illustrates our management structure.

Audit CommitteeNomination andRemuneration

Committee

Company Secretary

Internal AuditChief Executive Officer

Raed Al Nuaimi

Technical Adviser toCEO

Mohamed Newera

Director – Governance,Risk & ComplianceMuhammad Shoaib

Suleman

Chief ProjectsOfficer

Paul La France

Chief TechnicalOfficer

Matthew Priddy

Chief DestinationManagement

OfficerVinit Dinesh Shah

Chief ParksOperating Officer

Stanford Pinto

Chief Retail &Hospitality OfficerTo be appointed

Chief Financial &Investment OfficerSandesh Pandhare

Chief BusinessSupport OfficerTo be appointed

Senior Director, Theme Park Operations

Brian Machamer

InfrastructureProject managementConstruction Design management

Rides managementAnimation/ media Show productionCreativeTechnical servicesProcurement and contracts

SalesMarketingCRMContact centreLoyalty programmes,Public relationsSponsorshipEvent management

Retail, dining and entertainment operationsHotel operations

FinanceInvestmentTreasuryStrategyBusiness developmentInvestors relationsCost control

Human resourcesAdministrationFacility maintenanceInformation technologyBusiness excellence

Revenue operationsPark operations

Administrative Reporting

Functional Reporting

Board of Directors

BOARD OF DIRECTORS

The principal duties of the Board are to provide the Company’s strategic leadership, to determine thefundamental management policies of the Company and oversee the performance of the Company’sbusiness. The Board is the principal decision making body for all matters that are significant to theCompany, whether in terms of their strategic, financial or reputational implications. The Board has finalauthority to decide on all issues save for those which are specifically reserved to the General Meeting ofshareholders by law or by the Company’s Articles of Association.

The key responsibilities of the Board include:

• determining the Company’s strategy, budget and structure;

• approving the fundamental policies of the Company;

• implementing and overseeing appropriate financial reporting procedures, risk management policies andother internal and financial controls;

• proposing the issuance of new ordinary shares and any restructuring of the Company;

• appointing executive management;

• determining the remuneration policies of the Company and ensuring the independence of Directors andthat potential conflicts of interest are managed; and

• calling shareholder meetings and ensuring appropriate communication with shareholders.

Members of the Board are appointed by the shareholders for three-year terms. Board members may serveany number of consecutive terms.

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We expect that the Board will consist of the six members listed below from the date of Admission.

Year ofName birth Nationality Position

H.E. Abdulla Al Habbai . . . . . . . . . . . . . . . 1964 UAE Chairman, Non-executive DirectorRaed Al Nuaimi . . . . . . . . . . . . . . . . . . . . . 1979 UAE Executive Director and CEOFahad Kazim . . . . . . . . . . . . . . . . . . . . . . . 1981 UAE Non-executive DirectorAbdul Wahab Al-Halabi . . . . . . . . . . . . . . . 1974 UAE Non-executive DirectorDennis Gilbert . . . . . . . . . . . . . . . . . . . . . . 1951 US Independent Non-executive DirectorSteven D Shaiken . . . . . . . . . . . . . . . . . . . . 1947 US Independent Non-executive Director

All members of the Board will be formally appointed at the constitutive general assembly of the Company(the Constitutive General Assembly) which will be held shortly after the date of this OfferingMemorandum. The business address of each of the Directors is P.O. Box 123311, Dubai UAE. We are alsoin the process of appointing a third independent director with public market experience and expect thatthis appointment will be made before 31 March 2015.

The management expertise and experience of each of the Directors is set out below:

H.E. Abdulla Al Habbai—Chairman, Non-executive Director

His Excellency Abdulla Al Habbai is the Group Chairman of Meraas Holding. H.E. Al Habbai is alsoChief Executive Officer of the Engineer’s Office, a post he has held since 2005.

H.E. Al Habbai has more than 20 years’ experience in the property and real estate sector, including a16-year association with Dubai Municipality where he was responsible for overseeing and translating theEmirate’s vision for urban planning.

In addition to his capacities at Meraas Holding and the Engineer’s Office, H.E. Al Habbai is also theChairman of Meraas Investments, as well as the Industrial and Investment Lands Committee, and ZabeelInvestments.

He is a board member of several leading private and Government entities in Dubai, including Noor Bank,Sheikh Mohammed Bin Rashid Housing Program, Dubai International Humanitarian City and the DubaiReal Estate Corporation. H.E. Al Habbai additionally serves as the Deputy Chairman of Deira InvestmentCompany.

H.E. Al Habbai holds a master’s degree in Cadastral and Land Information Management from theUniversity of East London, United Kingdom.

Raed Al Nuaimi—Executive Director and Chief Executive Officer

Raed Al Nuaimi is the Company’s CEO. He is responsible for providing strategic vision, planning andoperational leadership to ensure the development and subsequent operation of Dubai Parks and Resorts.

Mr. Al Nuaimi was previously the Chief Leisure and Entertainment Officer at Meraas Holding. Duringthis tenure, he helped develop new strategies and identify opportunities for the company in the leisure andentertainment field.

Prior to joining Meraas Holding, Mr. Al Nuaimi held senior management roles over a 10-year period withTatweer, Dubailand, and Dubai Properties Group. During this time, Mr. Al Nuaimi gained extensiveinternational theme park market intelligence.

A former member of the UAE Naval Forces, Mr. Al Nuaimi holds a bachelor’s degree in BusinessAdministration from Ashford University, UK. He is a member of the Chartered Institute of Personnel andDevelopment.

Fahad Kazim—Non-executive Director

Fahad Kazim is the Chief Commercial Officer at Meraas Holding where is responsible for the businessdevelopment and asset management functions of the company’s real estate portfolio. He also overseesMeraas Holding’s retail interests, including its recently launched Food & Beverage division.

Mr. Kazim was seconded for a period of two years to Bright Start LLC, a holding company with interests inreal estate and investments, as its Chief Investment Officer. During his secondment, Mr. Kazim helped

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formalise the company’s overall investment strategy and oversaw its developments in the real estate sector,including a Four Seasons Hotel and a mixed use development in Dubai.

Prior to joining Meraas Holding, Mr. Kazim worked with PricewaterhouseCoopers as part of theTransaction Services team, focusing on financial due diligence and valuation assignments and advisingclients on buy/sell transactions in the real estate sector with a focus on the hospitality and retail industries.He was also involved in significant assignments, including the establishment of one of the largest realestate development companies in the Kingdom of Saudi Arabia.

In an earlier role, Mr. Kazim was a member of the audit practice at PricewaterhouseCoopers in Houston,Texas. Mr. Kazim currently serves on several boards, including Dubai Hills LLC and Dubai Inn LLC.

Mr. Kazim has a bachelor’s degree in Accounting from Concordia University in Canada and is a qualifiedCertified Public Accountant.

Abdul Wahab Al-Halabi—Non-executive Director

Abdul Wahab Al-Halabi is the Group Chief Investment Officer of Meraas Holding, where he isresponsible for developing and directing Meraas Holding’s strategy as well as being responsible for itsfunding and investments.

Mr. Al Halabi has more than 18 years’ experience in the real estate sector, with industry expertise infinancial restructuring, crisis and debt management, credit enhancements and joint ventures.

Mr. Al Halabi’s early career was spent at KPMG in the UK where he spent nine years specialising ininsolvency and restructuring. Prior to joining Meraas, Mr. Al Halabi was a partner at KPMG where he wasco-head of its transactions and restructuring divisions in the MENA region. Previously, he has also acted asChief Executive Officer of Dubai Properties Group, a member of Dubai Holding, and has held otherexecutive roles within Dubai Holding. Mr. Al Halabi is currently a non-executive director of DubaiInn LLC, Dubai Hills LLC and Arthrogen B.V. In addition, he is a member of the supervisory board ofEmirates REIT (CEIC) Limited.

Mr. Al-Halabi holds a bachelor’s degree in Economics from the London School of Economics and anExecutive MBA degree from Ecole Nationale des Ponts et Chaussees. He is a fellow of the Institute ofChartered Accountants in England and Wales and a member of the UK-based Securities Institute.

Dennis C. Gilbert—Independent Non-executive Director

Dennis Gilbert has spent his career in the theme park and attraction business. He has been involved in allaspects of theme park operations, including rides, attractions, retail, food, marketing, maintenance andhuman resources for a number of theme parks since he began work as a summer host in 1967 in his firsttheme park. He has held positions of increasing management responsibility, including vice presidentialpositions with three Anheuser Busch Adventure Parks; Executive Vice President and General Manager ofSea World of Ohio; Chief Operating Officer for Malibu/Mountasia Family Entertainment parks, operatingover 50 Entertainment Centers in North America; Vice President and General Manager for StoneMountain Park, in Atlanta, Georgia; Chief Operating Officer for Ocean Embassy; and Senior VicePresident of Attractions at Resorts World Sentosa, Singapore, including responsibility for UniversalStudios Singapore, Maritime Museum, Adventure Cove Waterpark, Dolphin Adventure and the world’slargest aquarium, the South East Asia Aquarium.

Mr. Gilbert is a partner in All Parks Solutions and has been involved with the planning and opening of alarge number of theme parks and Family Entertainment Centers around the world during his career.

He has provided operational consulting services for theme parks, water parks and attractions in both thestart-up and planning and turn around phases, as well as evaluation services for ongoing operations.Mr. Gilbert has also provided safety, maintenance and operational inspections for rides and attractions fora number of theme parks and water parks around the world.

In addition to his theme park business involvement, Mr. Gilbert is Chairman of the Board and majoritystockholder for Gilberts of Atlanta, a restaurant company operating as a ‘‘Wendy’s’’ franchisee.

Steven D. Shaiken—Independent Non-executive Director

Steven D. Shaiken heads his own consultancy firm, offering services within the branded and themedenvironment to global brands in the travel and leisure market such as Disney, Universal, Aramark, and

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Hudson News. He also provides guidance on revenue generation and profit enhancement. He is currentlyinvolved with an emerging immersive destination offering called Evermore in the Salt Lake City Area.

Mr. Shaiken has over 40 years’ experience in the destination branded entertainment arena, includinggovernment liaison, resort master planning, sourced entertainment zone venues, contract negotiations,supplier relations and vendor management.

In his consultancy role, Mr. Shaiken was the Executive Managing Director at Adventure World Warsaw for13 months during 2011 and 2012 where he was responsible for overseeing all aspects of projectmanagement, including marketing, revenue management, food service, hotel management, park operationsand staff recruitment for this project which was the first of its kind in Central Eastern Europe.

Earlier, Mr. Shaiken was the President of the Smithsonian Business Venture Unit. Prior to that,Mr. Shaiken was Senior Vice President of Global Retail and Revenue at Universal Parks & Resorts. In thiscapacity, he was responsible for the properties in Orlando, Japan, Hollywood and Spain. Concurrently, healso served as President of Spencer Gifts, a wholly owned division of Vivendi Universal.

In his earlier capacities, Mr. Shaiken has worked with industry majors such as the Royal CaribbeanInternational, Seaworld Parks & Entertainment, Disney Cruise Lines, Starwood and Hilton hotel chains,and Smithsonian Business Ventures.

SENIOR MANAGEMENT

In addition to the members of the Board, the day-to-day management of our operations is conducted byour senior management team, as follows:

Year ofName birth Nationality Position

Raed Al Nuaimi . . . . . . . . . . . . . . 1979 UAE Chief Executive OfficerDr. Mohamed Newera . . . . . . . . . . 1961 US Technical Advisor to CEOMuhammad Suleman . . . . . . . . . . . 1982 Pakistan Director—Governance, Risk and CompliancePaul La France . . . . . . . . . . . . . . . 1952 Canada Chief Projects OfficerMatthew Priddy . . . . . . . . . . . . . . . 1952 US Chief Technical OfficerVinit Shah . . . . . . . . . . . . . . . . . . 1974 US Chief Destination Management OfficerStanford Pinto . . . . . . . . . . . . . . . . 1974 India Chief Parks Operating OfficerBrian Machamer . . . . . . . . . . . . . . 1972 US Senior Director, Theme Park OperationsSandesh Pandhare . . . . . . . . . . . . . 1966 India Chief Financial and Investment OfficerTo be appointed . . . . . . . . . . . . . . Chief Retail & Hospitality OfficerTo be appointed . . . . . . . . . . . . . . Chief Business Support Officer

All members of the senior management team, save for two positions that are still to be filled, will beformally appointed at the Constitutive General Assembly which will be held shortly after the date of thisOffering Memorandum. We expect to make the remaining two appointments before 31 December 2014.The management expertise and experience of each of the senior management team (other than the ChiefExecutive Officer which is set out under ‘‘Board of directors’’ above) is set out below.

Dr. Mohamed Newera—Technical Advisor to CEO

Dr. Mohamed Newera has more than 30 years’ experience in the construction industry, with expertise instructural engineering, design direction, project management, cost control and delivery.

Prior to joining Meraas Holding, Dr. Newera worked as a Senior Projects Development Director withMajid Al Futtaim where he was mandated to oversee the design of projects in Egypt and China with aspecial focus on land valuation, market research and facilities management.

Earlier, Dr. Newera worked with the Abu Dhabi Future Energy Company and Sorouh in Abu Dhabi. For atotal of 16 years, Dr. Newera also held various positions at Walt Disney Imagineering worldwide and was amember of the development teams for Hong Kong Disneyland, Tokyo DisneySea, Tokyo Disneyland,Disney’s Animal Kingdom and Euro Disney.

Dr. Newera holds a doctorate from Southampton University in the UK and an MBA from Abu DhabiUniversity in the UAE.

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Muhammad Suleman—Director—Governance, Risk and Compliance

Muhammad Suleman is the Director of Governance, Risk and Compliance and is responsible fordeveloping our corporate governance framework and ensuring the group’s compliance with applicablepolicies, procedures and regulations.

Mr. Suleman’s expertise lies in governance, risk advisory, corporate compliance, policies development,business process review and assessment of design and operating effectiveness of the internal controls. Priorto joining us, Mr. Suleman served as Senior Manager Governance for the Engineer’s Office of HisHighness Sheikh Mohammed Bin Rashid Al Maktoum responsible for the development of its governanceand control framework. Earlier, Mr. Suleman worked with KPMG (Dubai Office) as part of theAssurance & Business Advisory services division focusing on statutory audits for a wide range of globalclients. He also managed a Sarbanes-Oxley compliance audit for a US SEC-registered client.

In an earlier role, Mr. Suleman served with AFF & Co. (a member firm of PricewaterhouseCoopers) inKarachi. In his capacity as auditor, he was responsible for assurance and risk advisory. He was alsoinvolved in delivering a range of services including the implementation of the PCAOB 2 and COSOframeworks, business process and controls reviews, financial and operational due diligence and statutoryaudits.

Mr. Suleman is an Associate Member of the Institute of Chartered Accountants of Pakistan. He holds anAdvanced Diploma in Management Accountancy from CIMA—UK and a bachelor’s degree in Commercefrom the University of Karachi, Pakistan.

Paul La France—Chief Projects Officer

Paul La France is Chief Projects Officer. In this role, Mr. La France is responsible for developing thedesign and construction of the Project. Mr. La France has more than 37 years’ experience in worldwideentertainment and hospitality developments. He led the development of numerous greenfield projects, aswell as major expansions and capital improvements to existing and operational facilities globally. Hisspecialties include turnkey project delivery from early concept design to completion and turnover tooperational management.

Prior to joining the Company, Mr. La France was Vice President of Program Management at SamsungC&T Corporation, Engineering & Construction Group, where he led a multi-disciplinary team responsiblefor the delivery of major hospitality, retail and entertainment projects in the UAE including theme parks,hotels and shopping malls. His responsibilities also included the installation of roads, bridges and utilitiesattendant to the projects that he managed.

Earlier, Mr. La France worked as Vice President of Project Management for Walt Disney Imagineering oninternational and US destinations such as Euro Disneyland Paris, Walt Disney Studios Paris, AnimalKingdom in Florida and the Hong Kong Disneyland Resort. Mr. La France also was the Vice President ofDevelopment for Universal Creative and led the addition of major attractions at Universal Studios’Hollywood and CityWalk in California and the development of Universal Studios Japan. Mr. La Francewas also the head of the development for Royal Island Resort in the Bahamas.

Mr. La France holds a Bachelor’s degree in Civil Engineering from the University of Massachusetts.

Matthew Priddy—Chief Technical Officer

Matthew Priddy is Chief Technical Officer, responsible for the design, engineering and production ofshows and rides at Dubai Parks and Resorts. Mr. Priddy has more than 35 years’ experience in prototype,project development and real estate and his expertise includes the creative development of entertainmentdestination projects with special focus on owners’ representation, technical integration, designmanagement and organisational leadership.

Prior to joining the Company, Mr. Priddy spent 20 years with the Walt Disney Company, most recently asSenior Vice President of Worldwide Production for Walt Disney Imagineering. In this role, he wasresponsible for design, engineering, manufacturing and overall project management for a number ofDisney theme parks, resorts and technical developments.

Earlier, as an entrepreneur, Mr. Priddy delivered numerous high end retail projects as well as products forsale through Wal-Mart and Pet’s Mart. He has also developed patented technologies for the production ofsingle and multi-family homes that significantly reduce cost and build time.

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Mr. Priddy holds a bachelor’s degree in Theatrical Technology from the University of California, LosAngeles.

Vinit Shah—Chief Destination Management Officer

Vinit Shah is the Chief Destination Management Officer. In this role, Mr. Shah is mandated to drivedestination sales and marketing for Dubai Parks and Resorts. He is also responsible for strategic planningand management of activities including structuring and processes, third party contracting, supplierrelationships, reservations and customer fulfilment.

With more than 15 years’ experience in the leisure and hospitality industry, Mr. Shah specialises in thestrategic development of entertainment destination projects. His expertise includes leading strategicprojects and negotiations, driving commercial decisions, planning the strategic and operational process,business modelling, intellectual property acquisition and feasibility studies amongst others.

Prior to joining the Company, Mr. Shah was Director of Strategic Planning and Business Development atDubai Properties Group, a member of Dubai Holding. In this capacity, he developed new business plansfor the company’s hospitality, retail and residential projects. As a member of the Dubai Holdingmanagement team, he led negotiation strategies and feasibility studies for the acquisition of various themepark-related intellectual properties.

Mr. Shah began his professional career in the United States where he worked for over five years in variousstrategic finance roles with a number of Fortune 500 companies.

Mr. Shah holds an MBA from the Asian Institute of Management in the Philippines, a Strategic Financecertificate from the Vienna University of Economics and Business, and a Master’s in Commerce andBusiness Management from the University of Mumbai, India.

Stanford Pinto—Chief Parks Operating Officer

Stanford Pinto is the Chief Parks Operating Officer and is responsible for overseeing the businessperformance and operations of Dubai Parks and Resorts.

Since the inception of Meraas’s entertainment business, Mr. Pinto has been part of the management teamworking closely with unit heads and the Group Chairman to formalise and implement the company’sstrategic expansion plans.

With over 20 years’ professional experience, Mr. Pinto’s expertise lies in the areas of risk management,corporate governance, internal auditing, as well as process control and design management. Prior tojoining Meraas, Mr. Pinto held senior executive positions within the business consulting and riskmanagement divisions of leading accounting firms including Arthur Andersen and Ernst & Young.

Earlier in his career, Mr. Pinto also worked with Citibank’s corporate banking division in India. Mr. Pintoholds a MBA from Pune University and a bachelor’s degree in Commerce from the University of Mumbai.He is also a Certified Internal Auditor.

Brian Machamer—Senior Director, Theme Park Operations

Brian Machamer is Senior Director, Theme Park Operations. In this role, Mr. Machamer directs strategicplanning and development, financial management, operational consistency and customer experience acrossall parks. Mr. Machamer additionally oversees internal staff management with a focus on health and safetycompliance.

Mr. Machamer has more than 25 years’ experience in the theme park industry and has been closelyassociated the opening and operation of world-class theme parks in various parts of the world. Prior tojoining Dubai Parks and Resorts, Mr. Machamer worked with Resorts World Sentosa as Assistant VicePresident of Attraction Operations. During his four and a half year tenure, he was closely engaged in thepre-opening and ongoing operations of Universal Studios Singapore as well as the S.E.A. Aquarium andthe Adventure Cove Waterpark.

In his earlier association with Universal Studios Florida, Mr. Machamer helped manage the attractions,entry operations, special events, transportation and the logistical operations of the park. In 2008,Mr. Machamer joined the international team of Universal Studios to help with the design of the UniversalStudios theme park planned for Dubai in the United Arab Emirates. Previously, Mr. Machamer workedwith Walt Disney World’s Magic Kingdom in Orlando, Florida.

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Sandesh Pandhare—Chief Financial and Investment Officer

Sandesh Pandhare is the Chief Financial and Investment Officer. His responsibilities include strategicplanning, new project investment and development, investor relations, internal and external reporting, andother financial administrative matters.

Mr. Pandhare has more than 23 years’ experience in the private equity and investment industry withexpertise in deal brokering, business analysis, investment valuation, capital structuring, financing and assetmonitoring across diverse industry sectors.

Prior to joining Meraas, Mr. Pandhare was the Managing Director and Head of Private Equity at IstithmarWorld, the investment arm of Dubai World. Mr. Pandhare has also worked with Jebel Ali Free ZoneAuthority, where he was in charge of driving the firm’s financial performance and evaluating investmentsin international free zones including Morocco, Djibouti and Malaysia. Early in his career, he worked as afund manager and financial analyst across India and Oman.

Mr. Pandhare is also a former board member and observer of various international companies, includingBarneys New York in the United States, Cirque du Soleil in Canada and Gulf African Bank in Kenya. Hewas ranked among the 100 Most Powerful Indians in the Middle East (Arabian Business, 2010 and 2011)and Top 65 Influential Indians in the UAE (Gulf News, 2012).

Mr. Pandhare is a CFA charter holder. He holds a master’s degree in Management Studies from MumbaiUniversity and a bachelor’s degree in Engineering from Pune University, India.

DIRECTORS AND MANAGEMENT COMPENSATION

The aggregate compensation payable to the members of the Board and the members of seniormanagement listed above is expected to be AED 7.1 million in the four months ended 31 December 2014and AED 23.2 million in 2015. We currently do not have, and nor do we currently expect to implement, anyshare-based compensation schemes for our directors and members of senior management.

CORPORATE GOVERNANCE

We have prepared a code of conduct which our directors are required to comply with. The code containsprovisions requiring our directors to act ethically and in compliance with all applicable laws andregulations. Directors must also represent the best interests of the Company and our shareholders, mustact professionally and exhibit high standards of integrity, commitment and independence of thought, andmust devote sufficient time to ensure the diligent performance of their respective duties.

Directors are also, among other matters, under a duty to maintain confidentiality of sensitive informationand avoid conflicts of interest, and there are restrictions regarding securities trading, including a ban ontrading with inside information, and whistleblowing.

Most of the other documentation that comprises our governance and risk management framework hasbeen put in place, although certain documents, including business continuity and disaster recovery policiesand procurement, human resource and health and safety policies, are only expected to be completed withinthe next 12 months.

Governance rules

Our Board is committed to standards of corporate governance that are in line with international bestpractice. As at the date of this Offering Memorandum, and on and following Admission, our Boardcomplies and intends to continue complying with the corporate governance requirements applicable tojoint stock companies listed on the DFM as set out in the Governance Rules and Corporate DisciplineStandards issued on 29 October 2009 pursuant to Ministerial Decree no. 518 (the Governance Rules). TheCompany will report to its shareholders and to the SCA on its compliance with the Governance Rules, inaccordance with the provisions of the Governance Rules.

As envisaged by the Governance Rules, our Board has established two permanent committees: an AuditCommittee and a Nomination and Remuneration Committee. If necessary, our Board may establishadditional committees as appropriate. The Chairman is not permitted to be a member of either the AuditCommittee or the Nomination and Remuneration Committee.

The Governance Rules require that the majority of the Board must comprise Non-executive Directors andthat at least one third of the Board must be independent in accordance with the criteria set out in the

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Governance Rules. Under the Companies Law, a majority of the Board must be UAE nationals. From thedate of Admission, the Board is expected to consist of six members including five Non-executive Directors(including the Chairman). Two of the Non-executive Directors are ‘‘independent members of the Board’’within the meaning of the Governance Rules and free from any business or other relationship that couldmaterially interfere with the exercise of their independent judgment.

The Governance Rules also require that the Board meet at least once every two months.

Audit Committee

The Audit Committee assists our Board in discharging its responsibilities with regard to financialreporting, external and internal audits and controls, including reviewing and monitoring the integrity ofour annual and interim financial statements, reviewing and monitoring the extent of the non-audit workundertaken by external auditors, advising on the appointment of external auditors, overseeing ourrelationship with our external auditors, reviewing the effectiveness of the external audit process, andreviewing the effectiveness of our internal control review function. The ultimate responsibility forreviewing and approving the annual report and accounts remains with our Board. The Audit Committeewill give due consideration to the applicable laws and regulations of the UAE, the SCA and the DFM,including the provisions of the Governance Rules.

The Governance Rules require that the Audit Committee must comprise at least three members who areNon-executive Directors and that the majority of members must be independent. One of the independentmembers must be appointed as the Chairman of the Audit Committee. In addition, at least one member isrequired to have recent and relevant audit and accounting experience. The current members of the AuditCommittee are Steven D. Shaiken (Chairman and Independent Non-executive Director), Dennis C.Gilbert (Independent Non-executive Director) and Fahad Kazim (Non-executive Director). The AuditCommittee is required to meet at least four times a year.

The Audit Committee has taken appropriate steps to ensure that the Company’s auditors are independentof the Company as required by the Governance Rules and has obtained written confirmation from theCompany’s auditors that they comply with guidelines on independence issued by the relevant accountancyand auditing bodies.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists our Board in discharging its responsibilities relatingto the composition and make-up of the Board and any committees of the Board. It is responsible forevaluating the balance of skills, knowledge and experience and the size, structure and composition of theBoard and committees of the Board and, in particular, for monitoring the independent status of theIndependent Non-executive Directors. It is also responsible for periodically reviewing the Board’sstructure and identifying potential candidates to be appointed as Directors or committee members as theneed may arise. In addition, the Nomination and Remuneration Committee assists the Board indetermining its responsibilities in relation to remuneration, including making recommendations to theBoard on the Company’s policy on executive remuneration, setting the over-arching principles, parametersand governance framework of our remuneration policy and determining the individual remuneration andbenefits package of each of the Company’s Executive Directors and senior management.

The Governance Rules require the Nomination and Remuneration Committee to be comprised of at leastthree Non-executive Directors, of whom at least two must be independent. The chairman of theNomination and Remuneration Committee must be chosen from amongst the independent committeemembers. The current members of the Nomination and Remuneration Committee are Dennis C. Gilbert(Chairman and Independent Non-executive Director), Steven D. Shaiken (Independent Non-executiveDirector) and Abdul Wahab Al-Halabi (Non-executive Director). The Nomination and RemunerationCommittee is required to meet at least four times a year.

Other committees

In addition to the two Board committees described above, we also intend to establish a ManagementExecutive Committee. The purpose of this committee is expected to provide internal, executive level,oversight and to make decisions in areas that are critical to the Company’ operations, including, forexample:

• formulating the Company’s strategic plan;

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• implementing operating plans and monitoring the Company’s progress against approved budgets andestablished key performance indicators;

• monitoring all risk, insurance and health and safety issues;

• reviewing operational challenges, deficiencies and any complaints;

• reviewing corporate compliance; and

• identifying business improvement opportunities.

Internal audit

Our internal audit function is currently outsourced to our founder. We expect either to establish our owninternal audit function or to outsource it to an independent audit firm in due course.

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RELATED PARTY TRANSACTIONS

Our related party transactions principally comprise transactions with our founder and other companiescontrolled by it. Save as described below, all such transactions are entered into at fair value and on arm’s-length terms.

RELATED PARTY TRANSACTIONS PRIOR TO 31 AUGUST 2014

Project costs incurred

To date, our founder has incurred AED 881 million in Project costs and accruals on our behalf. These costsare reflected in our statement of financial position at 31 August 2014 as the following assets:

• property and equipment of AED 839 million;

• investment properties of AED 18 million; and

• accumulated losses of AED 24 million.

As at 31 August 2014, the actual cash payments made by our founder in respect of these expenditurestotalled AED 686 million and these amounts were treated as funds advanced to us on an interest free andunsecured basis without any fixed repayment period. As at 31 August 2014, these funds were reclassified toequity as a proposed share capital increase on behalf of and for the benefit of our founder.

The remaining AED 195 million represents liabilities on our balance sheet as at 31 August 2014 which ourfounder has paid on our behalf or to us since 31 August 2014 that will be converted into equity as describedbelow. See also ‘‘Business of the group—Project costs and funding’’.

Letters of credit and guarantees

In 2012, Meraas Leisure our immediate parent company, and Meraas Holding, as guarantor, obtained afacility for AED 368 million from a bank on our behalf. The facility pertains to letters of credit andguarantees to be issued in favour of suppliers to the motiongate theme park project. This facility is offbalance sheet and, to the extent that any letters of credit or guarantees are called, the liability to the bankwill lie with the Meraas parties and not us. As at 31 August 2014, AED 61 million of the facility has beenutilised. This facility is expected to continue until maturity and we are not currently expecting it to benovated.

RELATED PARTY TRANSACTIONS AFTER 31 AUGUST 2014

Project costs incurred

Since 31 August 2014, our founder has continued to make cash payments in respect of the remaining AED195 million of Project costs incurred in the period prior to 31 August 2014 on our behalf. As a result, AED195 million will also be converted into new Ordinary Shares on or before the Closing Date against paymentof the expenditures or on additional cash contribution. Prior to the Closing Date, we and the founder mayenter into further agreements in respect of additional Project costs, to be reimbursed following the ClosingDate.

Land transfers

Subsequent to 31 August 2014, we agreed with Meraas Estates LLC (Meraas Estates) that title to landwith an area of approximately 16 million square feet would be transferred to us at the DLD valuationsstated under ‘‘Land bank’’ above, by way of sale (in the case of approximately 12.4 million square feet) andlease (in the case of approximately 3.6 million feet). In addition, our founder has granted us easementsover approximately 9.0 million square feet of additional land to enable us to construct roads andsupporting infrastructure facilities. In consideration for the foregoing, we issued new Ordinary Shares witha par value of AED 896 million to our founder. See ‘‘Business of the group—Project costs and funding—Funding’’ and ‘‘Presentation of financial and other information—Land valuation’’.

Additional cash contributions

On or before the Closing Date, our founder will inject additional equity in an amount of approximatelyAED 2.0 billion in the form of cash contributions in consideration for the issue of new Ordinary Shareswith a par value of AED 2.0 billion.

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RELATIONSHIP AGREEMENT

On or about 16 November 2014, we entered into a Relationship Agreement with our founder. Under theRelationship Agreement, our founder has agreed:

• to use its reasonable endeavours to promote and develop the Project, including using its reasonableendeavours to procure the novation to us of all contracts previously entered into by it or one of itssubsidiaries relating to the Project by 31 March 2015 (see ‘‘Risk factors—Risk factors relating to theProject and our future business—We are not currently a party to certain key Project-related contracts whichcould adversely affect us should a counterparty default before we become a party to the relevant contract’’);

• that it will not, and will procure that no member of its group (other than us) will, be concerned in anybusiness which is, anywhere in the UAE or in any member state of the GCC in which we carry on atheme park business from time to time, in competition or likely to be in competition with our themepark business (other than certain activities that our founder and members of its group are permitted tocarry on, notwithstanding this restriction) (the Non-Compete Agreement). No commitment has beenmade in relation to any other development that does not compete with our theme parks;

• that it will offer us the right of first refusal (i) in relation to any proposed project to be developed oncertain land owned by it which is adjacent to Dubai Parks and Resorts (the Adjacent Land) where thatproposed project is or will (when developed) be in competition with any part of our theme park businessor our wider theme park business (including retail, food and beverage areas, hotels and familyentertainment centres) and (ii) in relation to any sale by it of some or all of the Adjacent Land, whetherto another member of its group (other than us) or to a third party (the Right of First RefusalAgreement). Any Adjacent Land sold to us as a result of our exercising either of these rights of firstrefusal will be sold at a price which is determined by an internationally recognised independentvaluation firm and approved by a majority of our Independent Non-executive Directors or, if there areonly two Independent Non-executive Directors at the relevant time, both of them; and

• that all transactions between us or any of our subsidiaries on the one hand and our founder or anymember of its group (other than us) on the other hand (Related Party Transactions) shall (i) be on arm’slength terms, (ii) if the Related Party Transaction exceeds the Threshold Amount (as defined below) butis not a Qualifying Related Party Transaction (as defined below), it shall be subject to the prior approvalof a simple majority of our Board including the approval of at least one Independent Non-executiveDirector and (iii) if the Related Party Transaction is a Qualifying Related Party Transaction, it shallrequire the prior approval of a majority of our Independent Non-executive Directors or, if there are onlytwo Independent Non-executive Directors at the relevant time, both of them.

For these purposes:

Qualifying Related Party Transaction means a Related Party Transaction, or a series of Related PartyTransactions entered into in any financial year of the Company, whose individual or aggregate value equalsor exceeds 10 per cent. of our consolidated gross assets; and

Threshold Amount means U.S.$10 million as increased automatically on each 1 January occurring on andafter 1 January 2015 during the term of the Relationship Agreement by a percentage equivalent to thepercentage increase (if any) in the General Price Index as published annually by the UAE Ministry ofEconomy in its report entitled ‘‘Yearly Consumer Price Index Numbers by Commodity Groups, Servicesand Emirate’’ (the CPI) since 1 January of the preceding year, provided that if the CPI is not available on1 January in any year there will be no adjustment until the CPI becomes available.

The Relationship Agreement provides that it will continue in force for so long as our founder or anymember of its group owns at least 40 per cent. of our Ordinary Shares or has the right to appoint at leastone member of our Board. The Relationship Agreement may also be terminated if both parties to it agree,provided that the termination shall require the prior approval of (i) a majority of our IndependentNon-executive Directors or, if there are only two Independent Non-executive Directors at the relevanttime, both of them, and (ii) our shareholders in a general meeting, with our founder excluded from votingon such matter.

SERVICES AGREEMENT

On 30 October 2014, we entered into a Services Agreement (the Services Agreement) with our founder.Under the Services Agreement, our founder has agreed that it shall, if so requested by us, provide theServices (as defined below) to us for the term of this Services Agreement free of charge. The Services

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Agreement will continue until we terminate it and it provides that we may terminate any (or all) of theServices, or any separable element of the Services, whether with or without cause at any time upon givingseven days’ notice in writing to our founder. The term Services, as used in the Services Agreement, coverseach of the following: internal audit; marketing; human resources; information technology; administration;non-Project/office procurement; legal counsel; finance and accounting; governance, risk and compliance;treasury and funding and insurance.

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PRINCIPAL SHAREHOLDERS

The following table sets forth our shareholders holding ordinary shares in the Company (i) immediatelyprior to the conversion of the Company into a public joint stock company and (ii) immediately followingthe Offering and the issuance of new Ordinary Shares to our founder in consideration for certain items asdescribed in ‘‘Related party transactions—Related party transactions after 31 August 2014’’:

Immediately following thePrior to conversion Offering

Number of Number ofordinary ordinaryshares(1) Percentage (%) shares(2) Percentage (%)

ShareholdersMeraas Leisure . . . . . . . . . . . . . . . . . . . . . . . 297 99.0 3,755,165,659(3) 59.4Meraas Holding . . . . . . . . . . . . . . . . . . . . . . . 3 1.0 37,930,966 0.6Public . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 2,528,731,083 40.0

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 100.0 6,321,827,708 100.0

(1) of AED 1,000 each.

(2) of AED 1.00 each.

(3) Includes new Ordinary Shares issued for: (a) additional cash contribution to be made by our founder in an amount ofAED 2.0 billion, and (b) funding of certain Project costs we carried on our balance sheet as liabilities as of 31 August 2014 inthe amount of AED 195 million.

No holder of Ordinary Shares has voting rights that differ from those of any other holders of OrdinaryShares. As of the date of this Offering Memorandum, the Company is not aware of any arrangements thatmay result in a change in control of the Company.

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DESCRIPTION OF SHARE CAPITAL

CONVERSION

The Company is in the process of being converted from a limited liability company to a public joint stockcompany in the Emirate of Dubai, UAE, pursuant to Companies Law. Completion of the conversionprocess and incorporation of the Company as a public joint stock company is expected to occur on orbefore 9 December 2014, subject to obtaining all relevant regulatory approvals in the UAE and subject tothe Constitutive General Assembly of the Company (see below) approving such conversion. The Companyhas received certain exemptions from certain provisions of the Companies Law, as discussed in‘‘Memorandum and articles of association’’ below.

All prospective investors must note that the notice convening the Constitutive General Assembly is servedpursuant to this Offering Memorandum. See ‘‘Notice of Constitutive General Assembly’’ below. TheConstitutive General Assembly will take place at 8:00 am on 8 December 2014 at The Al Bader Ballroom,the Shangri-La Hotel, Sheikh Zayed Road, Dubai, UAE.

All investors are invited pursuant to the notice to attend the Constitutive General Assembly on the date setout above. Successful investors will be notified of their allocation of Shares (if any) prior to theConstitutive General Assembly. In all cases, all investors will be entitled to attend the meeting onproduction of a copy of the investor’s corporate registration documents, the original passport copy of theinvestor’s representative and the original power of attorney or proxy pursuant to which the investor’srepresentative is authorised to attend the meeting which is notarised by a notary public in the UAE and/orattested by the relevant UAE embassy and legalised by the UAE Ministry of Foreign Affairs. All suchinvestors will be entitled to attend and vote on the resolutions but only the votes of investors who havebeen allocated Shares will be counted. Each of Meraas Leisure and Meraas Holding will be entitled toattend and vote at the meeting. Any investor attending and voting at that meeting shall have a number ofvotes equivalent to the number of Shares that are allocated to such investor, following allocation.

SHARE CAPITAL

Set out below is a summary of certain information concerning the Ordinary Shares, certain provisions of ourArticles of Association (the Articles) to be adopted with effect from, and conditional upon, Admission, andcertain requirements of applicable laws and regulations in effect as at the date hereof. This summary does notpurport to be complete.

Share capital

On incorporation as a limited liability company in July 2012, the Company’s share capital was AED300,000 divided into 300 ordinary shares of AED 1,000 each.

After its conversion into a public joint stock company, the Company’s share capital structure will be AED6,321,827,708 divided into 6,321,827,708 Ordinary Shares of AED 1.00 each.

MEMORANDUM AND ARTICLES OF ASSOCIATION

The following is a summary of the rights under the Articles and the Companies Law which attach to theOrdinary Shares, with which the Shares will rank pari passu in all respects. In the following description of therights attaching to the Ordinary Shares, a holder of Ordinary Shares and a shareholder is, in both cases, theperson registered in the Company’s register of shareholders as the holder of the Ordinary Shares.

Objects

As set out in Article 4 of the Articles, the principal business activities of the Company are (i) investment incommercial enterprises and management, (ii) real estate development and (iii) investment in touristenterprises and management.

The Company is authorised to do such things as may be necessary to achieve its objectives in the mannerset out in the Articles.

Share capital

All Ordinary Shares rank in all respects equally with all other Ordinary Shares of the same class. OrdinaryShares are indivisible, but two or more persons may jointly hold one or more Ordinary Shares, provided

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they are represented before the Company by one person only. Joint holders of one Ordinary Share areresponsible jointly for the obligations arising from such Ordinary Share.

Each Ordinary Share shall give its holder equal rights in the Company’s assets and dividends as well asrights to vote at the general assembly of shareholders on a one-share-one-vote basis.

Share register

Upon listing on the DFM, the Ordinary Shares will be dematerialised and the share register will bemaintained by the DFM.

The Ordinary Shares may be sold, transferred, pledged, or otherwise disposed of in accordance with theprovisions of the Articles and the applicable UAE regulations for selling, purchasing, clearing, settling andrecording.

Deceased shareholders

In the event of a death of a shareholder, his/her heirs shall be the only persons having rights or interests inthe Ordinary Shares of the deceased shareholder. Such heirs shall be entitled to dividends and otherprivileges which the deceased shareholder had. Such heirs, after being registered in the Company inaccordance with the Articles, shall have the same rights in his capacity as a shareholder as the deceasedshareholder had in relation to his Ordinary Shares. The estate of the deceased shareholder shall not beexempted from any outstanding obligation relating to any Ordinary Share held by him or her at the time ofdeath.

Any person who becomes entitled to rights to Ordinary Shares in the Company as a result of the death orbankruptcy of any shareholder, or pursuant to an attachment order issued by any competent court of law,should within thirty days:

• produce evidence of such right to the Board; and

• elect either to be registered as a shareholder or nominate another person to be registered as ashareholder of the relevant Ordinary Share(s).

Changes in share capital

The Company may by way of a special resolution at an extraordinary general assembly:

• increase its share capital by creating new ordinary shares;

• increase the nominal value of the Ordinary Shares; and

• sub-divide all or any of its Ordinary Shares into shares of a smaller amount.

The Company may, in accordance with the Companies Law, reduce its share capital in any way and on suchterms as it may decide.

The increase of capital may take place in one of the following ways: (i) the issuing of new ordinary shares;(ii) the merging of the reserves into the share capital; or (iii) the conversion of debentures into ordinaryshares. New ordinary shares shall be issued with a nominal value equal to the nominal value of theOrdinary Shares.

The extraordinary general assembly may resolve to add a premium to the nominal value of the OrdinaryShares and specify its amount provided that the approval of the SCA is obtained. This premium should becontributed to the statutory reserves even if it will result in exceeding half of the share capital.

Pre-emption rights

The Company has received an exemption from Article 204 of the Companies Law and is permitted to issueordinary shares on a pre-emptive or non-pre-emptive (in certain circumstances) basis based on arecommendation from the Board and a resolution from the shareholders at an extraordinary generalassembly. Any issuances of new ordinary shares will also require the SCA’s approval of the size and termsof the issuance.

Ordinary shares may be issued on a non-pre-emptive basis in limited cases that are in the interest of theCompany and its shareholders, being (i) entry of a strategic investor as a shareholder in the Company,provided that its activities are similar or complementary to the Company’s activities and results in a real

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benefit to the Company; (ii) conversion of the Company’s debts into ordinary shares, or (iii) theimplementation of an employee incentive plan.

If the shareholders decide to issue new ordinary shares on a pre-emptive basis then the chairman of theBoard will publish in two local daily newspapers published in Arabic an announcement informing theshareholders of their priority in the subscription for the new ordinary shares, the dates of the subscriptionperiod and the price of the new ordinary shares. The shareholders must inform the Company within suchsubscription period of their desire to purchase such ordinary shares.

Dividends

Subject to the provisions of the Companies Law and the approval of the SCA, the Company may byordinary resolution, and based on a recommendation from the Board, declare dividends payable to theshareholders. Dividends due on Ordinary Shares shall be paid to the holder of those Ordinary Sharesregistered in the share register on the 10th day following the date of convening the ordinary generalassembly which resolved to distribute the dividends. Only that shareholder shall have the right to theprofits due on those Ordinary Shares whether these profits represents dividends or entitlement to a part ofthe Company’s assets.

The Company may pay dividends out of the annual net profits of the Company as determined by theCompany’s auditors after deducting 10 per cent. of the annual net profits which must be allocated to thestatutory reserve. Such deduction shall cease to occur when the total amount of the reserve is equal to atleast 50 per cent. of the share capital of the Company. If the statutory reserve falls below this threshold, theCompany will be required to resume deductions.

Transfer of Ordinary Shares

The Articles provide that the transfer of Ordinary Shares shall be governed by and shall comply with theregulations applicable to companies listed on DFM. The Ordinary Shares may be sold, transferred,pledged or otherwise disposed of in accordance with the Articles. Transfers made other than in accordancewith the Articles shall be void.

The transfer of Ordinary Shares shall at all times be subject to the requirement for GCC nationals to holdat least 51 per cent. of the share capital of the Company.

General meetings

Annual general assembly

An annual general assembly will be held at least once a year, within four months of the end of the financialyear. The annual general assembly shall consider matters such as:

• reviewing and approving the report of the Board on the Company’s activities, financial standing and thereport of the auditor;

• discussing and approving the financial statements of the Company;

• electing members of the Board when necessary, appointing auditors and determining their fees;

• reviewing the Board’s recommendations on distribution of profits; and

• discharging the Board and the auditor from liability or resolve filing a liability claim against them, as thecase may be.

At least 21 days notice must be given of an annual general assembly. The quorum for the annual generalassembly is the attendance of shareholders representing at least 50 per cent. of the share capital of theCompany. If the quorum is not achieved at the first meeting, the annual general assembly must be called toa second meeting that must be held within 30 days following the first meeting. The quorum for the secondmeeting will be valid regardless of the number of shareholders attending.

Extraordinary general assembly

Extraordinary general assemblies are convened to discuss and approve matters other than thoseconsidered in ordinary general assemblies, such as:

• an increase or reduction of the share capital;

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• the dissolution of the Company or its merger with another company; and

• any amendment to the Articles.

An extraordinary general assembly shall be held pursuant to an invitation from the Board. The Board willalso issue such an invitation when so requested by shareholders holding not less than 40 per cent. of theshare capital of the Company.

At least 21 days notice must be given of an extraordinary general assembly. The quorum for anextraordinary general assembly is the attendance of shareholders representing at least 75 per cent. of theshare capital of the Company. If the quorum is not met, a second meeting shall be held within 30 daysfollowing the first meeting. The second meeting shall be quorate if shareholders representing 50 per cent.or more of the share capital of the Company attend. If such quorum is not met in the second meeting, athird meeting shall be convened, to be held 30 days after the date of the second meeting. The third meetingshall be valid regardless of the number of the shareholders attending. Resolutions passed in the thirdmeeting shall not be enforceable without the approval of the SCA.

Resolutions of the extraordinary general assembly are passed by a majority of Ordinary Shares representedin the meeting, unless the resolution relates to the increase or decrease of the share capital of theCompany, to extend or shorten the Company’s duration; to liquidate the Company; to merge the Companyinto another company or to convert it. In these circumstances, the resolution shall not be valid unless it waspassed by at least 75 per cent. of the Ordinary Shares represented in the meeting. The extraordinarygeneral assembly’s resolution is binding on all shareholders, including absent and dissenting shareholders.

The Board

According to the Articles, the Company shall be managed by a Board of six members. The members of theBoard are to be elected by way of secret cumulative voting during an ordinary general assembly. The firstBoard will be appointed by the Constitutive General Assembly for a period of three years commencing onthe date of incorporation. A majority of the Board must be UAE nationals. The chairman of the Boardmust also be a UAE national.

All Board members shall hold a term of three years and can be re-elected upon expiration of such period.If a position becomes vacant during the term of the Board, then the Board may appoint a new member solong as such appointment is presented to the next ordinary general assembly meeting following theappointment for ratification or to appoint/elect a replacement. Such new Board member shall completethe term of his predecessor. If the positions becoming vacant exceed one quarter of the number of theBoard then the Board must call for an ordinary general assembly to fill the vacant positions within amaximum of three months from the date on which the last position on the Board became vacant. In allcases, the Board will fill all vacancies and the Directors shall complete the term of his or her predecessorand such Director may then be re-elected in the ordinary general assembly.

Appointment of the Board

The Board shall elect from amongst its members a chairman and a vice-chairman. The chairmanrepresents the Company before the courts and executes resolutions adopted by the Board. Thevice-chairman shall act on behalf of the chairman in his or her absence or incapacitation. The Board mayelect a managing director and determine his duties and remuneration. The Board may also form one ormore committees from its members to manage the business performance of the Company, executeresolutions issued by the Board and other objectives of the Board.

If a Director is absent for more than three successive Board meetings without an excuse approved by theBoard, such Director shall be deemed to have resigned.

Powers of the Board

The chairman, vice-chairman, managing director or any other director acting within the powers granted tohim by the Board may severally sign on behalf of the Company.

The Board shall have all the powers to manage the Company and shall have the authority to perform alldeeds and act on behalf of the Company to the extent permitted by the Company. Such powers andauthorities may only be restricted by the provisions of the Companies Law, the Articles or as resolved bythe shareholders in a general assembly.

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Board meetings

The Board shall hold its meetings at the head office of the Company, or at any other place agreed by theBoard. Meetings shall not be valid unless attended by a majority of the Board. A Director may appointanother Director to vote on his or her behalf and the appointee will have two votes, but a Director may notact on behalf of more than one Director. Resolutions are adopted by a majority of the votes of theDirectors present or represented and, in case of a tie, the chairman or the person acting on behalf of thechairman shall have a casting vote.

Details of the items discussed at meetings of the Board or its committees and decisions thereof, includingany reservations or any dissenting opinions, shall be recorded in the minutes of such meetings providedthat all the Directors present at the meeting sign the draft minutes prior to endorsement. Copies of theminutes shall be sent to the Directors following endorsement for their records. The minutes of themeetings or committees shall be kept with the secretary of the Board. If a Director refuses to sign theminutes, his or her refusal, with the reason for it, will be noted in the minutes.

Directors’ interests

In the event that a Director has a conflict of interest with respect to a specific matter included in theagenda for consideration by the Board, the conflicted Director must disclose the interest to the Board and,if the Board determines such conflict of interest to be material, the conflicted Director may not vote on thematter in which he or she is conflicted.

Liability of the Board

The Directors shall not be personally liable or obligated for the liabilities of the Company as a result of theperformance of their duties, provided that the Directors have not exceeded their authority. The chairmanand the Board shall be held liable towards the Company, shareholders and third parties for all acts offraud, abuse of their delegated powers and for any breach of the Companies Law or the Articles.

Directors’ remuneration

Pursuant to Article 118 of the Companies Law, the remunerations of Directors may not exceed 10 percent. of the amount equivalent to the annual net profits of the Company after deducting depreciation,statutory reserve deduction and distribution of a dividend of at least 5 per cent. of the share capital of theCompany to shareholders. Moreover, the Company may pay ancillary expenses or fees or a monthly salaryin the amount fixed by the Board to any member if such a member works in any committee, exerts specialefforts or undertakes additional duties for the Company beyond his or her normal duties as a Director

Liquidation rights

The Company is incorporated for a 99 year term, which is renewable automatically for similar consecutiveterms unless a resolution at an extraordinary general assembly is issued to dissolve the Company.

The Company shall cease to exist upon the occurrence of any of the following events: (i) the expiration ofthe specified term of the Company, unless it is renewed in accordance with the provisions set out in theArticles; (ii) the issue of a resolution of the extraordinary general assembly to dissolve the Company; (iii)the fulfillment of the objectives for which the Company was established; and (iv) the merger of theCompany with another company.

In the event that the Company incurs losses amounting to at least half the capital of the Company, theBoard shall call for an extraordinary general assembly to consider whether the Company should continueor be dissolved.

Immediately upon the extraordinary general assembly approving the Company’s dissolution, the Companyshall be considered to be in liquidation.

The liquidation shall be performed by one or more liquidators appointed by the extraordinary generalassembly with a simple majority vote required to approve such shareholder resolution. If the Company isliquidated pursuant to a court judgment, the court should specify the method of liquidation and appointthe liquidator.

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The Company funds resulting from the liquidation should be distributed amongst the shareholders aftersettling the Company’s debts. Each shareholder shall, at the time of distribution, receive an amount equalto the value he or she had contributed to the share capital of the Company.

Any remaining Company funds shall be distributed amongst the shareholders proportionately to theirshareholding.

If the net assets of the Company are insufficient to cover the payment of all the shareholders’ contributionto the share capital of the Company, the loss shall be distributed amongst them in proportion to theirshareholding.

Notice of constitutive general assembly

The notice set out below is relevant for all investors which have been allocated Shares. It calls forconvening the Constitutive General Assembly Meeting at the date, time and place set out in the notice. Allinvestors are entitled to attend and vote at such meeting. Any voting rights of any investor attending theConstitutive General Assembly meeting shall correspond to the number of Shares such investor receivesfollowing the allotment process.

Notice of Constitutive General Assembly

Greetings,

The founders of Dubai Parks and Resorts PJSC, a public joint stock company under incorporation in theEmirate of Dubai, UAE (the ‘‘Company’’), thank you for applying to purchase shares in the Company.

The Founders’ Committee of the Company is pleased to invite you to attend the constitutive generalassembly meeting to be held at 8:00am on Monday, the 8th of December 2014 in the Shangri-La Hotel,Sheikh Zayed Road, Dubai, Al Bader Ballroom.

The legal quorum of the constitutive general assembly shall be reached with the attendance ofshareholders, or their representatives, who hold 51% or more of the shares of the Company. The assemblyshall be chaired by a person to be elected via the assembly from amongst the founders.

If a legal quorum is not reached in the first constitutive general assembly meeting, the shareholders areinvited to attend a second meeting in the same place and at the same time on Tuesday, the 9th December2014.

In the event that no legal quorum is reached for the second constitutive general assembly meeting, theshareholders are invited to attend a third meeting in the same place and at the same time on Wednesday,the 10th of December 2014.

The agenda of the constitutive general assembly meeting shall be as follows:

1. Review and adopt the Founders’ Committee report on the incorporation procedures of the Company,and the related expenditures.

2. Approve the Memorandum of Association and Articles of Association of the Company.

3. Approve and adopt the appointment of the first Board of Directors of the Company for a term ofthree years, in accordance with Article 20 of the Articles of Association of the Company.

4. Approve the evaluation of in-kind shares.

5. Approve the appointment of the auditor for the Company, and determine its remuneration.

6. Announce the incorporation of the Company.

All founders and all persons to whom shares in the Company have been allocated, shall be entitled toattend the meeting in person or through a legal representative, and to vote in the meeting. Each personshall have a number of votes equal to the number of shares that he owns, and in the event that arepresentative attends, then he/she must bring with him/her a written power of attorney authorizing him/her to attend and vote on decisions on behalf of the principal shareholders (attached herewith is a samplepower of attorney), noting that the power of attorney must be certified and notarized if the representativeis not a shareholder. The representative may not be from amongst the members of the board of directorsof the Company, and the number of shares which the representative holds on behalf of more than oneshareholder may not exceed 5% of the share capital of the Company.

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In the event any change occurs to the aforementioned, the same shall be announced in the local pressfollowing obtaining the approval of the Securities and Commodities Authority of the United ArabEmirates.

Should you attend in person, kindly bring your proof of identification (passport, national identification orpower of attorney) and if you are attending through an authorized representative, kindly ensure he/shebrings with him/her a certified copy of your original passport and the original passport of yourrepresentative, in addition to a power of attorney notarized by a public notary.

Kind regards,

The Founders’ Committee

Sample Power of Attorney

Special power of attorney to attend and vote in the constitutive general assembly for Dubai Parks andResorts (PJSC) (under incorporation):

We/I, the undersigned do hereby delegate by virtue of this power of attorneyMr. (the ‘‘Attorney’’) to attend the constitutive general assembly for Dubai Parksand Resorts (PJSC) (under incorporation), on my behalf, and wherein, he shall have the right to vote on allresolutions and matters presented in said meeting, whether held on its set date or is postponed until a laterdate. The Attorney shall further have the right to sign on all resolutions and documents in this context.

Signature:

Mr.:

Date:

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MATERIAL CONTRACTS

The following is a summary of certain terms of our material contracts. The following summaries do not purportto describe all of the applicable terms and conditions of such contracts and are qualified in their entirety byreference to the actual agreements. Under the Relationship Agreement, Meraas Holding has agreed to usereasonable efforts to procure the novation of each agreement summarised below to us.

INTELLECTUAL PROPERTY AGREEMENTS

motiongate—DreamWorks

Contract title: . . . . . . . . . . Theme Park Uses Long Form License Agreement (for DreamWorks/ThemePark)

Contract dated: . . . . . . . . . 2 October 2014

Between: . . . . . . . . . . . . . . Motiongate LLC (Motiongate) and DreamWorks

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Motiongate may use certainintellectual property rights relating to certain specified DreamWorks’animated motion pictures in the context of a theme park in the UAE.Motiongate may use the themes, ideas, trademarks, trade names, logos,images, symbols, designs, all the music and other audio, visual, and otherdistinctive effects and other intellectual property associated with or usedwith the motion pictures that are or will be able to be licensed byDreamWorks for the Theme Park Uses (including, in respect of theDreamWorks branded portion of the theme park, related publicity andpromotion, themed attractions (including character appearances, streetentertainment, exhibits, rides, audio and lighting) and merchandising andfood and beverage offerings). The relevant motion pictures comprise Shrek,How to Train Your Dragon, Kung Fu Panda, Madagascar and 12 otherDreamWorks productions, as well as certain productions developed byDreamWorks during the term of the agreement.

Term: . . . . . . . . . . . . . . . . The term comprises a Pre-Opening Phase (from 13 November 2011 to theopening of the theme park) and a Grand Opening and Operating Phase(anticipated to commence on 1 April 2016 and end on 31 March 2026, or asotherwise agreed). The agreement also provides that the Grand Openingand Operating Phase may be renewed, subject to the parties’ furtheragreement as to business terms, for an additional five year period.

Exclusivity: . . . . . . . . . . . . Motiongate shall have exclusive rights to the use and exploitation of thelicensed rights in respect of Theme Park Uses in the GCC. DreamWorksretains the right to conduct its normal business in the licensing andpromotional arenas outside of theme parks in the Territory (as defined inthis agreement).

Consideration payable: . . . . Creative services fees for DreamWorks consultancy during the Pre-OpeningPhase through to the Grand Opening; theme park admission royalties,merchandise revenue, food and beverage revenue and sponsorship feesduring the Grand Opening and Operating Phase.

Termination rights: . . . . . . . DreamWorks may terminate if: (i) there is a material breach by Motiongateof any obligation under the agreement, and such breach, if capable to beremedied, is not remedied within 30 calendar days after notice fromDreamWorks to Motiongate; (ii) Motiongate fails to comply with anarbitration award rendered as a result of breach of the agreement, andratified by competent court; (iii) an Arbitrator finds that Motiongate hasfailed to comply with material payment obligations on at least two occasionswithin a two year period; (iv) Motiongate files a bankruptcy petition or isadjudged bankrupt, or the like; (v) Motiongate fails to have control of thesite for the Theme Park, or rights/permits necessary to construct or operatethe Theme Park; (vi) Motiongate ceases to exist, Theme Park is closed forsignificant periods of time (other than due to a force majeure event),

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Theme Park is closed for 90 days (cumulative) in any 12 month period dueto reasons within Motiongate’s control, Theme Park is ready for openingbut remains closed for more than 180 days due to unavailability of financingrequired to support commencement of operations; (vii) Theme Park or siteis not compliant with applicable environmental laws and not otherwisesuitable for construction and operation of the Theme Park and Motiongatefails to remedy such non-compliance within the period specified;(viii) Theme Park is not open to the general public on the completion dateprovided for in Motiongate’s final construction program (anticipated at1 April 2016) solely as a result of its own failure; and (ix) Motiongate missesagreed milestone dates for the Theme Park, solely as a result of its ownfailure.

Governing law: . . . . . . . . . California.

motiongate—Sony Pictures

Contract title: . . . . . . . . . . License Agreement (together with certain associated, amendingagreements)

Contract dated: . . . . . . . . . 1 February 2012

Between: . . . . . . . . . . . . . . Dubai Adventure Studios (Meraas Leisure; Dubai Adventure Studios is aformer name of Meraas Leisure and Entertainment LLC) and SonyPictures. This contract was novated to the Company on 16 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Meraas Leisure may use eightSony Pictures’ theatrical motion pictures, and the themes, ideas, marks,trade names, logos, images, symbols, designs, elements, visual elements,other distinctive elements associated with or used in connection with suchmotion pictures, including (to the extent that Sony Pictures’ rights permit)the use of clips and other musical, audio and/or video content from themotion pictures, in the context of theme park attractions and relatedconcept stores. The relevant motion pictures comprise The Smurfs andSmurfs 2, Cloudy with a chance of Meatballs 2, Hotel Transylvania, GhostBusters, Zombieland, Green Hornet and Underworld Awakening.

Term: . . . . . . . . . . . . . . . . The term of the agreement commences on 1 February 2012 and ends on31 August 2024, extendable to 31 August 2029 at the option of MeraasLeisure.

Exclusivity: . . . . . . . . . . . . Sony Pictures shall not, during the term of the agreement, grant to any thirdparty the right to develop, market, manufacture or operate any theme parkattractions based on the licensed motion pictures in the GCC. Thisprovision shall not prevent Sony Pictures from conducting temporary oroccasional promotional or marketing activities in the GCC.

Consideration payable: . . . . The consideration comprises specified minimum guarantee paymentsthroughout the term and royalties for admission ticket sales andmerchandise revenue (including food and beverage revenue), calculated asa percentage of the relevant revenue. Royalties will be paid after deductionin respect of minimum guarantee payments already made.

Termination rights: . . . . . . . If either party is in material breach of its obligations under the agreement,and the breach is not cured as provided in the agreement, the other partymay terminate the agreement by written notice. Additionally, Sony Picturesmay terminate immediately, at its option, in the event of certain insolvencyevents affecting Meraas Leisure.

Governing law: . . . . . . . . . California

LEGOLAND Dubai

Contract title: . . . . . . . . . . Development and Management Agreement (for LEGOLAND Dubai)(together with certain associated, amending and novation agreements)

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Contract dated: . . . . . . . . . 1 May 2008

Between: . . . . . . . . . . . . . . Tatweer Dubai LLC (Tatweer Dubai) and Merlin Entertainments. Thiscontract was novated to the Company on 30 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Meraas Malls &Hospitality LLC (the current party to the contract in place of TatweerDubai) is entitled to develop and operate a LEGOLAND branded themepark in Dubai. The agreement sets out the terms upon which LEGO relatedintellectual property rights may be used, protected and enforced, in respectof the Dubai Park (the term used in the contract to describe Dubai Parksand Resorts), as well as the permitted merchandising in Dubai Park.Pursuant to the agreement, Merlin Entertainments will provide consultancyservices with regard to the theme park design and construction and theagreement also provides the basis for Merlin Entertainments to provideoperating services through the theme park operating company.

Term: . . . . . . . . . . . . . . . . From 1 May 2008 until the 25th anniversary of the official opening tofee-paying customers of Dubai Park.

Exclusivity: . . . . . . . . . . . . Merlin Entertainments agrees that it shall not otherwise use or grant anyright to any member of its group or any other person to use LEGO andLEGOLAND intellectual property rights in connection with any othertheme parks in the Exclusive Territory. The Exclusive Territory is the UAE,Saudi Arabia, Oman, Yemen, Qatar, Bahrain, Kuwait, Jordan, Syria,Lebanon, Algeria, Cyprus, Egypt, Tunisia, Libya, Malta and Morocco.

Consideration payable: . . . . Consultant fees relating to the consultancy services prior to the officialopening to fee-paying customers; development fees over approximately aneight year period from 1 May 2008; a fixed operating fee and monthlyrevenue share relating to operating services based on a percentage of DubaiPark’s revenue.

Termination rights: . . . . . . . The agreement will terminate immediately in the event that certain relatedlicensing agreements are terminated. Additionally, the agreement may beterminated by either party immediately upon notice in the event that (i) theother party has committed a material breach and (where capable ofremedy) has failed to remedy such breach within 45 days’ of receipt ofnotice to do so; (ii) an insolvency event occurs; (iii) the other party has beenaffected for a period of 365 days or more by a force majeure event whichhas substantially and adversely affected the performance of its obligations;or (iv) the use of the subject intellectual property rights infringes a thirdparty’s intellectual property rights to such an extent as to substantially andadversely affected the operation of Dubai Park. Further, if there is a changein control of Merlin Enterprises, whereby Merlin Enterprises becomescontrolled by any of certain competitors of Meraas Malls &Hospitality LLC, then such change in control may, if it is not handled in themanner prescribed in the agreement, be treated as a material breach and abasis for termination.

Governing law: . . . . . . . . . England and Wales

Bollywood Parks—Skye Entertainment

Contract title: . . . . . . . . . . Theme Park Uses Agreements

Contract dated: . . . . . . . . . Various dates from 30 May 2012 to 2 June 2013

Between: . . . . . . . . . . . . . . Meraas Leisure and Skye Entertainment. These contracts were novated tothe Company on 27 October 2014.

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Subject matter: . . . . . . . . . . These agreements set out the basis upon which Meraas Leisure is entitledto exploit various licensed rights relating to certain Bollywood films. Therelevant films include:

• Dil Chahta Hai, Laksyha, Don, Honeymoon Travels, Luck by Chance,Rock On, Karthik Calling Karthik, Game, Zindagi Na Milegi Dobara andDon2 (ultimately under licence from Excel Entertainment Pvt. Ltd.)Meraas Leisure has drafted an amendment that removes the requirementfor a long form agreement, and this amendment is currently underexecution.

• Ra One (ultimately under licence from Red Chillies EntertainmentPvt. Ltd.);

• Mughal-e-Azam (ultimately under licence from SharpoorjiPallonji Co., Ltd.);

• Krrish (ultimately under licence from FilmkraftProductions (I) Pvt., Ltd.);

• Lagaan (ultimately under licence from Amir Khan Productions PrivateLimited);

• Dabangg (ultimately under licence from Arbaaz Khan ProductionsPvt., Ltd.); and

• Sholay (ultimately under licence from Global Picture Services FZ LLC).

The licensed rights include logos, trade names, trademarks, copyrights andother intellectual property rights that are associated with the motionpictures, but exclude the music rights of such motion pictures. SkyeEntertainment’s rights to license the licensed rights are based oncorresponding agreements between Skye Entertainment and the relevantrights holders named above.

Term: . . . . . . . . . . . . . . . . The terms of each agreement comprise a Pre-Opening Phase (fromexecution of the agreement to the opening of the theme park) and a GrandOpening and Operating Phase (running for a period of ten years).

Exclusivity: . . . . . . . . . . . . During the term of each agreement, the parties agree that Meraas Leisureshall have exclusive rights to use and exploit the licensed rights inconnection with any theme parks in the GCC.

Consideration payable: . . . . The consideration comprises a fixed fee, an annual minimum guarantee androyalties in respect of merchandise revenue, food revenue and, in oneinstance, ticket revenue, in each case based upon a percentage of therelevant revenue. The royalties will be paid after deduction in respect of anyminimum guarantee payments already made.

Termination rights: . . . . . . . If either party is in material breach of any obligations under an agreement,and such breach (if capable of being remedied) is not remedied within adefined period, the non-defaulting party may terminate the agreement bynotice. Each agreement typically indicates that the opening of the themepark is expected to be 1 April 2017, although if the opening does not occurby the cut-off dates specified (typically 31 August 2017 but, in some cases,1 October 2017), the agreement will automatically terminate.

Governing law: . . . . . . . . . England and Wales

Bollywood Parks—Super Cassettes Industries Limited

Contract title: . . . . . . . . . . License Agreement

Contract dated: . . . . . . . . . 16 February 2014

Between: . . . . . . . . . . . . . . Meraas Leisure and Super Cassettes Industries Limited (Super Cassettes).This contract was novated to the Company on 27 October 2014.

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Subject matter: . . . . . . . . . . The agreement sets out the basis upon which Meraas Leisure is entitled touse certain sound recordings relating to cinematographic films, and relatedaudio visuals, at a theme park relating to Bollywood films located in theUAE. The licensed content includes a catalogue of 500 songs (400 existing,and 100 from forthcoming films during each year of the term of theagreement), as well as specific trademarks of Super Cassettes. Theagreement enables Meraas Leisure to use music associated with Bollywoodfilms, such rights being specifically excluded from the licences relating toBollywood film content that Meraas Leisure has separately entered. Therights licensed include the right to publicly perform and to broadcast thelicensed content within the theme park, as well as the right to remix andedit, to synchronise the licensed content with any attractions, rides and liveperformances, and to use the licensed content for promotional purposes onmedia such as the internet, television and radio and at concept storesassociated with the theme park.

Term: . . . . . . . . . . . . . . . . The term of the agreement commences on 16 February 2014 and remains inforce for the period of ten years from the opening date of the theme park,unless renewed for further periods upon the agreement of the parties.

Exclusivity: . . . . . . . . . . . . UAE

Consideration payable: . . . . The consideration comprises a specified minimum guarantee per year for aminimum of 500 songs. Additional songs can be added in blocks of 25,subject to payment of an additional per song licence fee as specified in theagreement.

Termination rights: . . . . . . . If either party is in material breach of the agreement (including, licensee’sfailure to pay the licence fee and/or exploitation of certain excluded rights;and licensor’s failure to provide the licensed content in a timely manner),and the breach is not remedied within 30 days after notice of it, thenon-breaching party may terminate the agreement. Additionally, MeraasLeisure may terminate upon 30 days’ written notice, with no entitlement toa refund of any licence fees already paid.

Governing law: . . . . . . . . . England and Wales

OPERATOR CONTRACTS

motiongate

Contract title: . . . . . . . . . . Management Agreement—Dubai Adventure Studios Park

Contract dated: . . . . . . . . . 9 October 2013

Between: . . . . . . . . . . . . . . Meraas Leisure, Parques Reunidos and MGATE Operations LLC (OpCo).This contract was novated to the Company on 27 October 2014.

Subject matter: . . . . . . . . . . The agreement sets out the basis on which Parques Reunidos will operateand manage motiongate on behalf of OpCo. Among other things, ParquesReunidos shall be responsible for ensuring that motiongate is fullyoperational in all material respects, is operated in accordance withapplicable laws/regulations as well as local market demand and localculture, and that all attractions are maintained and operated to the safetystandards applied in similar parks in Parques Reunidos’ portfolio. The roleof OpCo shall include monitoring customer satisfaction, receiving allrevenue generated by motiongate and employing and training all staffrequired to operate and maintain motiongate. motiongate shall be operatedand managed by OpCo subject to the exclusive guidance and direction ofParques Reunidos.

Term: . . . . . . . . . . . . . . . . The term of the agreement runs from 9 October 2013 to and including theday falling 10 years after the date on which the motiongate theme park isofficially opened to the fee-paying public unless the agreement is

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terminated earlier in accordance with its terms. The agreement alsoprovides for an expectation that, 12 months prior to the end of the term, theparties will negotiate in good faith for the continued appointment ofParques Reunidos as the operator of motiongate Park.

Non-compete: . . . . . . . . . . . Parques Reunidos may not, during the term of the agreement, enter intoany negotiation, agreement or similar arrangement with any party otherthan Meraas Leisure or OpCo in relation to any theme park, water park orsimilar project within the UAE, without Meraas Leisure’s prior writtenconsent.

Consideration payable: . . . . OpCo shall pay to Parques Reunidos a fixed operating fee (quarterly) inaddition to variable fees (calculated at varying percentages on the basis ofthe quarterly revenue generated by the motiongate theme park).

Termination rights: . . . . . . . Meraas Leisure may terminate the agreement by giving not less than threemonths’ written notice to Parques Reunidos, such notice not to be servedwithin 12 months of the opening of the theme park. However, in such caseMeraas Leisure will remain liable to pay to Parques Reunidos the feeswhich would have been due under the agreement from the termination dateuntil its scheduled end date.

Either party may terminate the agreement upon 90 days’ written notice ifthe other party (a) commits a material default (which the defaulting partyfails to remedy within 60 days of being required in writing to do so) or(b) experiences certain defined insolvency events. However, anytermination notice given for these reasons shall not result in a terminationof the agreement if a bona fide dispute has arisen between the parties andhas been submitted to arbitration.

Governing law: . . . . . . . . . England and Wales

Bollywood Parks

Contract title: . . . . . . . . . . Management Agreement

Contract dated: . . . . . . . . . 27 April 2014

Between: . . . . . . . . . . . . . . Meraas Leisure and Parques Reunidos. This contract was novated to theCompany on 27 October 2014.

Subject matter: . . . . . . . . . . The agreement sets out the basis on which Parques Reunidos will operateand manage Bollywood Parks on behalf of OpCo, being a subsidiary ofMeraas Leisure to be incorporated. Once OpCo is incorporated, ParquesReunidos and Meraas Leisure shall sign an addendum to the agreementpursuant to which OpCo will become a party to it. Until OpCo becomes aparty to the agreement, Meraas Leisure shall be directly responsible forOpCo’s obligations under the agreement.

Pursuant to the agreement, Bollywood Parks shall be operated andmanaged by OpCo subject to the exclusive guidance and direction ofParques Reunidos. Among other things, Parques Reunidos shall beresponsible for ensuring that Bollywood Parks is fully operational in allmaterial respects, is operated in accordance with applicable laws/regulations as well as local market demand and local culture, and that allattractions are maintained and operated to the safety standards applied insimilar parks in Parques Reunidos’ portfolio. The role of OpCo shallinclude monitoring customer satisfaction, receiving all revenue generatedby Bollywood Parks, and employing and training all staff required tooperate and maintain Bollywood Parks.

Term: . . . . . . . . . . . . . . . . The term of the agreement runs from 27 April 2014 to and including theday falling 36 months after the date on which Bollywood Parks is firstofficially opened to the fee-paying public, provided that where such datefalls part way through a calendar quarter, the term shall be extended to the

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last day of the calendar quarter, and save where the agreement isterminated earlier in accordance with its terms.

Non-compete: . . . . . . . . . . . Parques Reunidos may not, during the term of the agreement, enter intoany negotiation, agreement or similar arrangement with any party otherthan Meraas Leisure or OpCo in relation to any theme park, water park orsimilar project within the UAE, without the prior written consent of MeraasLeisure.

Consideration payable: . . . . OpCo shall pay to Parques Reunidos a fixed operating fee (quarterly) inaddition to variable fees calculated at varying percentages on the quarterlyrevenue generated by Bollywood Parks.

Termination rights: . . . . . . . Meraas Leisure may terminate the agreement by giving not less than threemonths’ written notice to Parques Reunidos, such notice not to be servedwithin 12 months of the opening of Bollywood Parks. However, in such acase Meraas Leisure will remain liable to pay to Parques Reunidos the feeswhich would have been due under the agreement from the termination dateuntil its scheduled end date.

Either party may terminate the agreement upon 90 days’ written notice ifthe other party (a) commits a material default (which the defaulting partyfails to remedy within 60 days of being required in writing to do so) or(b) experiences certain defined insolvency events. However, anytermination notice given for these reasons shall not result in a terminationof the agreement if a bona fide dispute has arisen between the parties andhas been submitted to arbitration.

Governing law: . . . . . . . . . England and Wales

Hotel Lapita

Contract title: . . . . . . . . . . Management Agreement (as amended by way of side letter), License andRoyalty Agreement, International Services Agreement and TechnicalServices Agreement

Contract dated: . . . . . . . . . 17 June 2014

Between: . . . . . . . . . . . . . . Meraas Estates and the companies of Marriott group (Luxury HotelsInternational Lodging Ltd, Global Hospitality Licensing S.A.R.L., MarriottInternational Design & Construction Services, Inc) (Marriott). Thiscontract was novated to the Company on 30 October 2014.

Subject matter: . . . . . . . . . . The Management Agreement sets out the basis upon which Marriott isentitled to manage and operate Hotel Lapita under the AutographCollection brand on the basis that the hotel is to be constructed, equippedand furnished by Meraas Estates by 1 April 2018. The set of agreementssigned along with the Management Agreement set out the terms uponwhich Marriott renders a range of consulting services to Meraas Estates atthe construction stage of the hotel, grants a licence for the use of theAutograph Collection trademarks and renders a range of marketing andadvertising services for the promotion of the hotel. As a result, uponcompletion of construction, Hotel Lapita shall be operating as an upscalefour-star hotel in accordance with the brand standards and know-how ofMarriott Group.

Term: . . . . . . . . . . . . . . . . 20 years from the official opening of Hotel Lapita, and two renewal terms—each for 10 years

Non-compete: . . . . . . . . . . . Without Meraas Estates’ prior consent, which may be withheld in its solediscretion, Marriott may not open another hotel branded as ‘‘AutographCollection’’ and with a predominant movie or cartoon related theme, withinthe restricted area shown on the map attached to the ManagementAgreement, from the Effective Date (being the date of the agreement) tothe earliest of (i) the tenth anniversary of the opening of the hotel,

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(ii) 18 months from the Effective Date if the start of construction of thehotel has not occurred by then, (iii) 1 January 2017 if the hotel opening hasnot occurred by then, and (iv) termination of the Management Agreement.

Consideration payable: . . . . The main payments in favour of Marriott Group are: a management feebased on hotel gross revenue; a base royalty calculated based on hotel grossrevenue; an incentive royalty calculated based on hotel operating profitdepending on the operating profit margin; and a marketing fundcontribution expressed as percentage of gross revenue to reimburseMarriott for all costs associated with its international marketing activities inrelation to the hotel.

Termination rights: . . . . . . . A non-defaulting party may terminate the Management Agreement only ifan Event of Default has a material adverse effect on the non-defaultingparty.

The following Events of Default are deemed to have a material adverseeffect on the non-defaulting party:

• certain insolvency events;

• any impermissible sale of the hotel;

• If Meraas Estates, or any of its defined related parties is or becomes aRestricted Person (as defined in the agreement); and

• if Meraas Estates’ fails to meet certain defined construction milestones.

Certain other events under the Management Agreement (such asnon-payment and non-performance of covenants which is not cured within adefined time limit) and certain events under the related agreements mayalso be deemed to have a material adverse effect on the non-defaultingparty.

Meraas Estates may terminate the Management Agreement if the hotelmanager fails the performance test (as defined in the agreement).

All related agreements have similar termination provisions and each will beautomatically terminated if the Management Agreement is terminatedprematurely for any reason.

Governing law: . . . . . . . . . England and Wales

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CONSTRUCTION AND CONSULTANCY CONTRACTS

The following is a summary of certain construction and consultancy contracts, including certain rideagreements, that that Company considers material to the Project.

Consultancy services—Samsung C&T

Contract title: . . . . . . . . . . Consultancy Services Agreement (for Programme Management Services)

Contract dated: . . . . . . . . . 12 April 2013

Between: . . . . . . . . . . . . . . Meraas Development LLC (Meraas Development) and Samsung C&T. Thiscontract was novated to the Company on 27 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Samsung C&T is to act onbehalf of and assist Meraas Development in managing all activitiesundertaken by Meraas Development’s contractors so that theinfrastructure, motiongate, LEGOLAND Dubai, Bollywood Parks, HotelLapita and Riverpark projects at Dubai Parks and Resorts progress withinthe agreed timelines.

Term: . . . . . . . . . . . . . . . . The services are to be provided from 12 April 2013 until 12 January 2016.

Consideration payable: . . . . A fixed fee.

Termination rights: . . . . . . . Meraas Development has customary rights of termination, including bynotice or for Samsung C&T’s material breach of the agreement or itsinsolvency. Samsung C&T may suspend and then terminate the services inthe event of non-payment of an amount due.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE.

Consultancy services—Hill International

Contract title: . . . . . . . . . . Short Form Consultancy Services Agreement (for the Show, Rides andConstruction Management Consultancy Services)

Contract dated: . . . . . . . . . 20 August 2014

Between: . . . . . . . . . . . . . . Meraas Leisure, as the agent of Meraas Hospitality & Retail LLC (MeraasHospitality) and Hill International. This contract was novated to theCompany on 27 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Hill International is toprovide show rides and construction management consultancy services (inconjunction with Samsung C&T) on the show and ride components atDubai Parks and Resorts, including motiongate, LEGOLAND Dubai,Bollywood Parks, Hotel Lapita and Riverpark. Hill International is also toprovide services for the Citywalk theme park.

Term: . . . . . . . . . . . . . . . . The Services are to be provided until 28 February 2017.

Consideration payable: . . . . A fixed fee.

Termination rights: . . . . . . . Meraas Leisure has customary rights of termination, including by notice orfor Hill International’s material breach of the agreement or its insolvency.Hill International may suspend and then terminate the services in the eventof non-payment of an amount due.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE

Infrastructure works

Contract title: . . . . . . . . . . Lump Sum Construction Contract (for in-parks primary infrastructureworks)

Contract dated: . . . . . . . . . 4 June 2014

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Between: . . . . . . . . . . . . . . Meraas Leisure, as the agent of Meraas Hospitality, and ARCO GeneralContracting (ARCO). This contract was novated to the Company on27 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which ARCO is to construct andcomplete the general infrastructure and enabling works, including sewageworks, electricity services, district cooling networks, roads and pavementsand site hoarding and offices for LEGOLAND Dubai, Bollywood Parks,Hotel Lapita and Riverpark.

Term: . . . . . . . . . . . . . . . . The works are to be executed and completed between 1 April 2014 and thedate that is the latest of:

• 147 days after 1 April 2014;

• 175 days after Meraas Leisure gives an instruction to ARCO proceedwith the infrastructure works for Bollywood Parks;

• 152 days after Meraas Leisure gives an instruction to ARCO proceedwith the infrastructure works for Hotel Lapita; and

• 151 days after Meraas Leisure gives an instruction to ARCO to proceedwith the infrastructure works for Riverpark.

Consideration payable: . . . . A fixed price contract.

Termination rights: . . . . . . . Meraas Leisure has customary rights of termination, including by notice.ARCO’s rights of termination are limited to the non-payment of amountsdue as well as prolonged suspension of work.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE.

Utility construction contract

Contract title: . . . . . . . . . . Lump Sum Construction contract (for the design and build of the 132/11kvtheme park substation)

Contract dated: . . . . . . . . . 9 December 2013

Between: . . . . . . . . . . . . . . Meraas Development and Emirates Trading Agency (ETA) LLC (ETA).This contract was novated to the Company on 27 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which ETA is to design, constructand complete an electricity substation for Dubai Parks and Resorts.

Term: . . . . . . . . . . . . . . . . The works are to be designed, executed and completed by 2 June 2015.

Consideration payable: . . . . A fixed price contract.

Termination rights: . . . . . . . Meraas Development has customary rights of termination, including bynotice. ETA’s rights of termination are limited to the non-payment ofamounts due as well as prolonged suspension of work.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE

Construction contract—motiongate

Contract title: . . . . . . . . . . Lump Sum Construction Contract (Main Contractor for the construction ofDreamWorks Box for motiongate Park)

Contract dated: . . . . . . . . . 26 October 2014

Between: . . . . . . . . . . . . . . Motiongate LLC (Motiongate) and Laing O’Rourke Middle EastHoldings Ltd—Dubai Branch (Laing).

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Laing is to construct,commission, test and complete the DreamWorks Box, including thesubstructure, superstructure, facade, roof, MEP, ride installation and fit-outworks.

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Term: . . . . . . . . . . . . . . . . The works are to be executed and completed between 31 August 2014 and2 May 2016 and in accordance with the Milestone Dates (as defined in theagreement).

Consideration payable: . . . . A fixed price contract.

Termination rights: . . . . . . . Motiongate has customary rights of termination, including upon notice.Laing’s rights of termination are limited to the non-payment of amountsdue, as well as prolonged suspension of work.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE.

Design consultancy services—motiongate

Contract title: . . . . . . . . . . Consultancy Services Agreement (for Lead Design Consultancy ServicesPackage—Stage 2)

Contract dated: . . . . . . . . . 26 June 2014

Between: . . . . . . . . . . . . . . Meraas Development and Gensler. This contract was novated to theCompany on 6 November 2014.

Subject matter: . . . . . . . . . . Under this agreement, Gensler is responsible for producing the detaileddesign, tender and construction documents for the construction of theDreamWorks facility, Studio Central, Sony Cloudy with a Chance ofMeatballs Restaurant, Sony Retail Facility, Back of House buildings and theremaining motiongate facilities.

Term: . . . . . . . . . . . . . . . . The services are to be provided until 15 March 2015.

Consideration payable: . . . . A fixed fee.

Termination rights: . . . . . . . Meraas Development has customary rights of termination, including bynotice or for Gensler’s material breach of the agreement or its insolvency.Gensler may suspend and then terminate its services in the event ofnon-payment of an amount due.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE

Ride agreement—motiongate

Contract title: . . . . . . . . . . Ride Agreement (for Madagascar Mad Pursuit and Smurf Express rides)

Contract dated: . . . . . . . . . 22 July 2014

Between: . . . . . . . . . . . . . . Meraas Leisure, as the agent of Meraas Hospitality, and GerstlauerAmusement Rides GmbH (Gerstlauer). This contract was novated to theCompany on 27 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Gerstlauer is to design,fabricate, ship and install the Madagascar Mad Pursuit and Smurf Expressrides for the motiongate theme park.

Delivery Programme: . . . . . The projected delivery programme runs from the execution of theagreement until commissioning and final acceptance (certification) by athird-party verifier that the rides comply fully with the regulatoryrequirements. The latest date for final acceptance is projected to be15 April 2016.

Consideration payable: . . . . A fixed price contract.

Termination rights: . . . . . . . Meraas Leisure has customary rights of termination, including forGerstlauer’s material breach of the agreement or its insolvency. Gerstlauermay terminate the agreement in the event of Meraas Leisure’s insolvency.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE.

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Consultancy services—LEGOLAND Dubai

Contract title: . . . . . . . . . . Consultancy Services Agreement (for Lead Consultancy Services)

Contract dated: . . . . . . . . . 18 December 2013

Between: . . . . . . . . . . . . . . Meraas Leisure, as the agent of Meraas Hospitality and Forrec. Thiscontract was novated to the Company on 27 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Forrec is responsible forproducing the detailed design, tender and construction documents and postcontract administration and construction supervision services forLEGOLAND Dubai.

Term: . . . . . . . . . . . . . . . . The services are to be provided from 11 September 2013 for an unspecifiedperiod, although the projected completion date for site supervision in theproject programme is 1 October 2015

Consideration payable: . . . . A fixed fee.

Termination rights: . . . . . . . Meraas Leisure has customary rights of termination, including by notice oron account of Forrec’s material breach of the agreement or its insolvency.Forrec may suspend and then terminate the services in the event ofnon-payment of an amount due or Meraas Leisure’s insolvency

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE.

Construction contract—LEGOLAND Dubai

Contract title: . . . . . . . . . . Lump Sum Construction Contract (for LEGOLAND Main ContractPackage 2—LEGO City, Create, Kingdom & Back of House)

Contract dated: . . . . . . . . . 3 November 2014

Between: . . . . . . . . . . . . . . LL Dubai Theme Park LLC (Dubai Theme Park) and Belhasa SixConstruct, Orascom Construction Industries Joint Venture (JVBO).

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which JVBO is to construct,commission, test and complete the sub-structure, superstructure, buildingenvelope, mechanical, electrical and plumbing works and finishes forLEGO City, Create, Kingdom and Back of House for LEGOLAND Dubai.

Term: . . . . . . . . . . . . . . . . The works are to be executed and completed between 1 July 2014 and31 December 2015 i.e., 549 days from the Commencement Date.

Consideration payable: . . . . A fixed price contract.

Termination rights: . . . . . . . Dubai Theme Parks has customary rights of termination, includingtermination at its convenience. JVBO’s rights of termination are limited tothe non-payment of amounts due as well as prolonged suspension of work.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE.

Ride agreement—LEGOLAND Dubai

Contract title: . . . . . . . . . . Ride Agreement (for Caterpillar, Lost Kingdom, Tea Cups and Atlantis rides)

Contract dated: . . . . . . . . . 17 December 2013

Between: . . . . . . . . . . . . . . Meraas Leisure, as the agent of Meraas Hospitality, and Mack Rides. Thiscontract was novated to the Company on 22 October 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Mack Rides is to design,fabricate, ship and supervise the installation of the Caterpillar, LostKingdom, Tea Cups and Atlantis rides. Meraas Leisure is to provide thelabour, equipment and materials to install the rides under Mack Rides’supervision.

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Delivery Programme: . . . . . The projected delivery programme runs from the execution of theagreement until commissioning and final acceptance (certification) by athird-party verifier that the rides comply fully with the regulatoryrequirements. The latest date for final acceptance is projected to be 2 July2015.

Consideration payable: . . . . A fixed price contract.

Termination rights: . . . . . . . Meraas Leisure has customary rights of termination, including by notice orfor Mack Rides’ material breach of the agreement or its insolvency. MackRides may terminate the agreement in the event of Meraas Leisure’sinsolvency or if it fails to remedy a material breach of the agreement.

Governing law: . . . . . . . . . England and Wales

Ride agreement—Bollywood Parks

Contract title: . . . . . . . . . . Ride Agreement (for 4D Theatre RA One)

Contract dated: . . . . . . . . . 20 March 2014

Between: . . . . . . . . . . . . . . Meraas Leisure, as the agent of Meraas Hospitality and Simworx. Thiscontract was novated to the Company on or around 14 November 2014.

Subject matter: . . . . . . . . . . This agreement sets out the basis upon which Simworx is to design,fabricate, ship and install the RA One multi-sensory theatre attraction ride.Meraas Leisure is to provide equipment and materials to assist Simworx inits installation of the rid

Delivery Programme: . . . . . The projected delivery programme runs from the execution of theagreement until commissioning and final acceptance (certification) by athird-party verifier that the installed ride complies fully with the regulatoryrequirements, which is projected to be 15 August 2015.

Consideration payable: . . . . A fixed price contract.

Termination rights: . . . . . . . Meraas Leisure has customary rights of termination, including forSimworx’s material breach of the agreement or its insolvency. Simworx mayterminate the agreement in the event of Meraas Leisure’s insolvency.

Governing law: . . . . . . . . . Dubai and, to the extent applicable, the Federal laws of the UAE

COMMITTED FACILITY

Contract title: . . . . . . . . . . Conventional term facility and Islamic Murabaha facility

Goldman Sachs has structured and led a U.S.$1.15 billion (AED 4.2 billion)financing for the Company which is fully underwritten by Goldman Sachs,Abu Dhabi Commercial Bank, Commercial Bank International, EmiratesNBD and Noor Bank PJSC (together, the Financing Banks). The FinancingBanks will be launching a general syndication to international and regionalbanks.

Contract dated: . . . . . . . . . 9 November 2014

Between: . . . . . . . . . . . . . . The Company, Meraas Holdings and Meraas Leisure (the ParentGuarantors), certain subsidiaries of the Company (the SubsidiaryGuarantors) and Goldman Sachs, Abu Dhabi Commercial Bank PJSC,Commercial Bank International PSC and Emirates NBD Capital Limited,as Mandated Lead Arrangers and Joint Underwriters.

Subject matter: . . . . . . . . . . The facilities are split into two tranches (U.S. dollar and AED) with anaggregate principal amount equivalent to approximately U.S.$1.15 billion(AED 4.2 billion). The facilities consist of a conventional term loan facilityand an Islamic Murabaha facility. The facilities are subject to conditions todrawing, including that the Offering has been completed and customaryconditions for facilities of this type.

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The facilities may be used towards financing the costs, expenses andliabilities accrued by the Company and its Subsidiary Guarantors (theProject Obligors) prior to the project completion date (as such term is usedin the facility documents) (the Project Costs).

Term: . . . . . . . . . . . . . . . . The facilities are repayable in 36 quarterly instalments, beginning on30 September 2017 and matures on 30 June 2026.

Interest provisions: . . . . . . . Drawings under the facilities will carry interest at LIBOR (in relation toU.S. dollar tranches) or EIBOR (in relation to the AED tranches) plus amargin which varies for each tranche.

Construction risk guaranteeand release of ParentGuarantors: . . . . . . . . . . The Parent Guarantors guarantee construction risk, and they are required

to inject (or procure the injection of) further equity by way of share capitalor subordinated shareholder loans in the event that there are cost overruns,there are insufficient funds to pay scheduled amounts due and payableunder the facilities documents or on the Guarantee Backstop Date, being31 December 2020 or the Project consolidated total net debt to Projectconsolidated EBITDA ratio (the Leverage Ratio) does not meet a pre-agreed target. The Parent Guarantors may be released as guarantors underthe facilities if certain conditions are satisfied. The Subsidiary Guarantorsremain guarantors for the life of the facilities.

Financial testing: . . . . . . . . The Company and the Subsidiary Guarantors are periodically required tomeet certain ratio tests under the financial covenants set out in the facilitiesdocuments. In relation to the Company and the Subsidiary Guarantors,these include:

• the Leverage Ratio is required to fall within a specified range during thelife of the facilities;

• a Project debt service cover ratio (DSCR) that is required to be at orabove a defined level; and

• maintaining the Project group’s consolidated tangible net worth at orabove a defined amount.

In addition, Meraas Holding is also periodically required to meet certainratio tests under the financial covenants for so long as it remains aguarantor (see ‘‘Construction risk guarantee and release of ParentGuarantors’’ above). These include:

• a consolidated total debt to consolidated tangible net worth ratio that isrequired to be below a defined level; and

• maintaining the Parent Group’s consolidated tangible net worth at orabove a defined level.

Distributions and excesscash flow: . . . . . . . . . . . . The terms of the facilities provide for certain limitations on the ability of

the Project Obligors to pay distributions and dividends. These limitations donot apply to (a) the transfer of Ordinary Shares in order to give effect theOffering; and (b) any payment by the Company using funds standing to thecredit of any distributions account.

Where there is excess cash, the Company is required to use a definedpercentage of that excess cash to prepay drawings under the facility. Thedefined percentage varies based on the level at which the Company meetsthe Leverage Ratio, such that if the Leverage Ratio is close to the higherend of its required range all the excess cash is required to be used to prepaydrawings whereas the closer the Leverage Ratio is to the lower end of itsrange, the greater the percentage of excess cash that can be credited to thedistributions account and so be available for distributions and dividends.

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Notwithstanding the above, transfers to the distributions account will alsobe blocked for a defined period if the Company fails to achieve a definedlevel of DSCR and may, in the case of prolonged non-achievement, berequired to prepay drawings under the facility.

Change of control: . . . . . . . The Company will be required to prepay the facility, in full, in the event of achange of control, as defined in the agreement.

Transaction security: . . . . . . The facility is secured by a range of mortgages over property owned by theCompany, security over bank accounts, assignments of certain contracts,rights to receivables and intra-group loans and pledges over shares in theSubsidiary Guarantors.

The security described above is expressed to be enforceable in the event ofthe occurrence of an event of default (which is continuing) set out under theprovisions governing the facility (which include non-payment, breach offinancial covenants, cross default and other events that are usually includedin LMA based facilities).

Governing law: . . . . . . . . . The facility agreement will be governed by English law. The security will begoverned by English law or, where appropriate, UAE law.

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UAE TAXATION

The following comments are general in character and are based on the current applicable tax regime in the UAE andthe current practice of the UAE authorities as at the date of this document. The comments do not purport to be acomprehensive analysis of all the tax consequences applicable to all types of shareholders and do not relate to anytaxation regime outside the UAE. Each shareholder is responsible for its own tax position and, if you are in anydoubt as to your own tax position, you should seek independent professional advice without delay.

There is no corporate tax legislation at the federal UAE level. However, corporate tax legislation has beenenacted in some of the Emirates (including Dubai) through their own decrees. These tax decrees arecurrently only enforced on foreign oil companies and branches of foreign banks. However, it should benoted that there is no guarantee that tax will not be enforced on other corporate entities at some time inthe future since there is no specific legislation that grants an exemption from tax to entities which are notforeign oil companies and branches of foreign banks.

In accordance with the above practice, the Company is not currently subject to corporate income tax in theUAE.

There is currently no personal tax levied on individuals in the UAE.

Completion of the Offering is likely to be characterised for UAE tax purposes as a purchase of Shares bythe shareholders. If a shareholder is tax resident outside the UAE and/or is subject to tax in anotherjurisdiction, the Offering may be characterised differently and may be subject to tax in that otherjurisdiction.

Based on the tax practice within the UAE outlined above, the purchase of Shares should not result in anyUAE tax liabilities for shareholders who are individuals or corporations tax resident in the UAE, providedthey are not subject to the tax in the UAE by virtue of them being a foreign oil company or branch of aforeign bank. Non-UAE tax residents, or dual tax residents, individuals and corporations, may be subject totaxation in jurisdictions outside the UAE with respect to the ownership of, or income derived in connectionwith, the Shares based on local tax regulations.

Based on the same principles as outlined above, UAE resident shareholders who are not subject to tax inthe UAE or jurisdictions outside the UAE (both corporate and individual), should not currently be taxedon the receipt of dividend income and gains on the future sale of the Shares.

Shareholders who are subject to tax in the UAE by virtue of being a foreign oil company or branch of aforeign bank, or tax resident in jurisdictions outside the UAE, as well as shareholders tax resident in theUAE but also subject to tax in jurisdictions outside the UAE (both corporate and individual), shouldconsult their own tax advisers as to the taxation of dividend income and gains on the future sale of theShares under the relevant applicable local laws in those jurisdictions.

There is currently no withholding tax in the UAE and, accordingly, any dividend payments made by theCompany should be made free of UAE withholding tax, unless the applicable tax regime in the UAEchanges.

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SUBSCRIPTION AND SALE

We and the Managers intend to enter into the Underwriting Agreement with respect to the Shares beingoffered in the Qualified Institutional Offering. Subject to the satisfaction of certain conditions to be set outin the Bookrunners Agreement (described below), each Manager will agree, in each case, severally but notjointly (a) to procure purchasers for a certain number of Shares and (b) procure payment by the purchasersfor, and failing which to pay themselves for, such certain number of Shares.

UNDERWRITING AGREEMENT

In the Underwriting Agreement, the Company will make certain representations and warranties and willagree to indemnify the several Managers against certain liabilities. The Managers are offering the Sharesin the Qualified Institutional Offering, subject to certain customary conditions, including the validity of theShares, Admission and the receipt by the Managers of officers’ certificates and legal opinions.

The Joint Bookrunners will be able to terminate the Underwriting Agreement prior to the closing of theOffering under certain specified conditions, including in the event that the Offering is not fully subscribedor funded. If any of the conditions contained in the Underwriting Agreement are not satisfied or waived,or the Underwriting Agreement is terminated prior to the closing of the Offering, then the Offering willlapse and pre-payments made for Shares in the Qualified Institutional Offering are required to berefunded.

PRICING OF THE OFFERING

Prior to the Offering, there has been no public market for the Ordinary Shares.

LOCK-UP ARRANGEMENTS

Pursuant to the terms of the Underwriting Agreement, we will contractually agree, for a period of 180 daysafter Admission and, pursuant to the terms of the Founder Lock-up Agreement, our founder willcontractually agree for the Two-year Lock-up Period, not to, in each case, and subject to certain customaryexceptions, (i) directly or indirectly, issue, offer, pledge, sell, contract to sell, sell or grant any option, right,warrant, or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lendor otherwise transfer or dispose of, directly or indirectly, any of our or their Ordinary Shares or othershares of ours, or securities convertible or exchangeable into or substantially similar to Ordinary Shares,(ii) enter into any other agreement with the same economic effect, or (iii) publicly announce such anintention to effect any such transaction, in each case, without the prior written consent of the Joint GlobalCoordinators.

The members of the senior management team named under ‘‘Management’’ who acquire Shares in theOffering have contractually agreed with us and the Joint Bookrunners that they shall not, directly orindirectly offer, sell, contract to sell, pledge, charge, grant options over or otherwise dispose of, directly orindirectly, any of their Shares, other than to their legal heirs or the trustees for the time being of theirestate and personal representatives, for a period of 2 years after Admission or make any announcementrelating thereto.

In addition, pursuant to the Companies Law, our founder will be restricted from selling or transferring itsOrdinary Shares during the Two-year Lock-up Period.

ALLOCATION

The Offering comprises the Qualified Institutional Offering and the UAE Offer. The allocation of Sharespursuant to the Qualified Institutional Offering will be determined by the Joint Bookrunners and us.

The Company has been, and continues to be, in discussions with a number of strategic investors thatinclude certain affiliates of the Joint Bookrunners who have indicated their interest in placing early orders.To the extent these investors are secured, the Company has agreed to allocate (subject to not violating anyrequirements of SCA) the orders in full (up to a fixed aggregate percentage of the Qualified InstitutionalOffering) and (subject to SCA approval) announce the identity of these investors and their respectiveinvestment amounts after publication of this Offering Memorandum.

Pursuant to UAE Council of Ministers’ Resolution No. 8 of 2006, the Emirates Investment Authority hasthe right to purchase up to 5 per cent. of the Shares.

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Factors that may be taken into account by the Joint Bookrunners and us when determining the allocationsbetween prospective investors in the event of over-subscription may include participation in the marketingprocess for the Offering, holding behaviour in previous offerings, holdings in similar companies,pre-funding of indication of interest and other factors that we and the Joint Bookrunners may deemrelevant.

OTHER RELATIONSHIPS

Subject to the terms and conditions of the Underwriting Agreement, each of the Managers and anyaffiliate, acting as an investor for its own account, in connection with the Offering, may take up Shares andin that capacity may retain, purchase or sell for its own account such Shares and any related investmentsand may offer or sell such Shares or other investments otherwise than in connection with the Offering.Accordingly, references in this Offering Memorandum to the Shares being offered or placed should beread as including any offering or placement of Shares to the Managers and any affiliate acting as aninvestor for its own account.

None of the Managers intend to disclose the extent of any such investment or transactions otherwise thanto the Company and in accordance with any legal or regulatory obligation to do so. In addition, inconnection with the Offering, certain of the Managers or their affiliates may enter into equity investmentsor financing arrangements with investors, such as share swap arrangements or lending arrangements wheresecurities are used as collateral, that could result in such Managers or their affiliates acquiring Shares inthe Company.

The Managers or any of their respective affiliates may also enter into financing arrangements, includinglending arrangements, with the Company and provide other services to the Company in the ordinarycourse of business.

SELLING RESTRICTIONS

No action has been taken or will be taken in any jurisdiction that would permit a public offering of theShares or the possession, circulation or distribution of this Offering Memorandum or any other materialrelating to the Company or the Shares, in any country or jurisdiction where action for that purpose isrequired. Accordingly, the Shares may not be offered or sold, directly or indirectly, nor may this OfferingMemorandum or any other offering material or advertisement or other document or information inconnection with the Shares be distributed or published, in or from any country or jurisdiction except undercircumstances that will result in compliance with any applicable rules and regulations of any such countryor jurisdiction.

United States

The Shares have not been and will not be registered under the Securities Act, and may not be offered orsold within the United States except in certain transactions exempt from, or in a transaction not subject to,the registration requirements of the Securities Act.

The Shares are being offered and sold outside the United States in reliance on Regulation S.

In addition, until 40 days after the commencement of the Offering of the Shares, an offer or sale of Shareswithin the United States by a dealer (whether or not participating in the Offering) may violate theregistration requirements of the Securities Act if such offer or sale is made otherwise than pursuant toanother exemption from registration under the Securities Act.

United Kingdom

In the United Kingdom, this Offering Memorandum is only addressed to and directed to QualifiedInvestors (i) who have professional experience in matters relating to investments falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, asamended (the Order), and/or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) ofthe Order, and other persons to whom it may otherwise lawfully be communicated (all such personstogether being referred to as Relevant Persons). The Shares are only available in the United Kingdom to,and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Shares in the UnitedKingdom will be engaged in only with, Relevant Persons. Any person in the United Kingdom who is not aRelevant Person should not act or rely on this Offering Memorandum or any of its contents.

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European Economic Area

In relation to each Member State of the European Economic Area which has implemented the ProspectusDirective (each, a Relevant Member State), with effect from and including the date on which theProspectus Directive is implemented in that Relevant Member State, no Shares which are the subject ofthe Offering have been offered or will be offered to the public in that Relevant Member State, except thatan offer of Shares may be made to the public in that Relevant Member State at any time under thefollowing exemptions under the Prospectus Directive, if they are implemented in that Relevant MemberState:

(i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions ofDirective 2010/73/EU (the 2010 Amending Directive) which amends the Prospectus Directive,150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive)subject to obtaining the prior consent of the Joint Global Coordinators for any such offer; or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Shares shall result in a requirement for the publication by the Company orany Joint Bookrunner of a Prospectus pursuant to Article 3 of the Prospectus Directive or any measureimplementing the Prospectus Directive in a Relevant Member State, and each person who initially acquiresany Shares or to whom any offer is made under the Offering will be deemed to have represented,acknowledged and agreed that it is a ‘‘qualified investor’’ as defined in the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of any Shares to the public’’ in relation to anyShares in any Relevant Member State means the communication in any form and by any means ofsufficient information of the terms of the offer and any Shares to be offered so as to enable an investor todecide to purchase any Shares, as the same may be varied in that Relevant Member State by any measureimplementing the Prospectus Directive in that Relevant Member State; the expression ProspectusDirective means Directive 2003/71/EC (and amendments thereto, including the 2010 Amending Directive,to the extent implemented in the Relevant Member State) and includes any relevant implementingmeasure in each Relevant Member State.

In the case of any Shares being offered to a financial intermediary, as that term is used in Article 3(2) ofthe Prospectus Directive, such financial intermediary will also be deemed to have represented,acknowledged and agreed that the Shares acquired by it have not been acquired on a non-discretionarybasis on behalf of, nor have they been acquired with a view to their offer or resale to, persons incircumstances which may give rise to an offer of any Shares to the public other than their offer or resale ina Relevant Member State to Qualified Investors (as defined in the Prospectus Directive) or incircumstances in which the prior consent of the Managers has been obtained to each such proposed offeror resale. The Company and the Managers and their respective affiliates, and others will rely (and theCompany acknowledges that the Managers and their respective affiliates and others will rely) upon thetruth and accuracy of the foregoing representations, acknowledgements and agreements and will not beresponsible for any loss occasioned by such reliance. Notwithstanding the above, a person who is not aQualified Investor and who has notified the Managers of such fact in writing may, with the consent of theManagers, be permitted to subscribe for or purchase Shares.

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 SCA or any other authorities in the UAE, nor have the Managers received authorisationor licensing from the UAE Central Bank, the SCA or any other authorities in the UAE to market or sellsecurities or other investments within the UAE. No marketing of any financial products or services hasbeen or will be made from within the UAE other than in compliance with the laws of the UAE and nosubscription to any securities or other investments may or will be consummated within the UAE. It shouldnot be assumed that any of the Managers is a licensed broker, dealer or investment adviser under the laws

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applicable in the UAE, or that any of them advise individuals resident in the UAE as to theappropriateness of investing in or purchasing or selling securities or other financial products. The Sharesmay not be offered or sold directly or indirectly to the public in the UAE under this OfferingMemorandum. The offer of Shares under this Offering Memorandum does not constitute a public offer ofsecurities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (asamended) 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 personal situation.

Dubai International Financial Centre

The Shares have not been offered and will not be offered to any persons in the Dubai InternationalFinancial Centre except on that basis that an offer is:

(i) an ‘‘Exempt Offer’’ in accordance with the Markets Rules Module of 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 document may not be distributed in the Kingdom of Saudi Arabia except to such persons as arepermitted under the Offers of Securities Regulations issued by the Capital Market Authority. The CapitalMarket Authority does not make any representation as to the accuracy or completeness of this document,and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, anypart of this document. Prospective purchasers of the securities offered hereby should conduct their owndue diligence on the accuracy of the information relating to the securities. If you do not understand thecontents of this document you should consult an authorised financial adviser.

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 Shares in the Company in the Lebaneseterritory, nor shall it (or any part of it), nor the fact of its distribution, form the basis of, or be relied on inconnection with, any subscription.

The Company has not been, and will not be, authorised or licensed by the Central Bank of Lebanon and itsShares cannot be marketed and sold in Lebanon. No public offering of the Shares is being made inLebanon and no mass-media means of contact are being employed. This Offering Memorandum is aimedat institutions and sophisticated, high net worth individuals only, and this Offering Memorandum will notbe provided to any person in Lebanon except upon 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 Shares is suitable only for sophisticated investorswith the financial ability and willingness to accept the risks associated with such an investment, and saidinvestors must be prepared to bear those risks.

Oman

The Company is incorporated and registered under the laws of the United Arab Emirates. Neither thisOffering Memorandum nor the Shares has / have been registered with or approved by the Central Bank ofOman (CBO) or the Oman Capital Market Authority (CMA) and neither the CBO nor the CMA assumeresponsibility for the contents of this Offering Memorandum or assume liability to any person for damageor loss resulting from reliance on any statement or information contained in this Offering Memorandum.

The Shares will not be offered, issued, sold or delivered at any time, directly or indirectly, in the Sultanateof Oman in a manner that would constitute a public offering of shares in Oman as contemplated by theCommercial Companies Law (Royal Decree 4/74), the Capital Market Law (Royal Decree 80/98), or theExecutive Regulations of the Capital Market Law (Decision 1/2009) and this Offering Memorandum doesnot constitute an offer (or an invitation to offer) to persons to purchase or subscribe for securities in any

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circumstances in which such offer or invitation would be unlawful. Additionally, neither this OfferingMemorandum nor any other materials concerning the public offering of shares by the Company areintended to lead to the conclusion of a contract of any nature whatsoever within the territory of Oman.

Bahrain

Each Director of the Company has represented and agreed that the Shares have not been and will not beoffered, sold, promoted or advertised by it in Bahrain other than in compliance with the Central Bank ofBahrain and Financial Institutions Law (Decree Law No. 64 of 2006), as amended, and the regulationspromulgated thereunder, governing the issue, offering and sale of financial products and services inBahrain.

THIS OFFER DOES NOT CONSTITUTE AN OFFER OF SECURITIES ISSUED IN THEKINGDOM OF BAHRAIN AS DESCRIBED IN ARTICLE (81) OF THE CENTRAL BANK OFBAHRAIN AND FINANCIAL INSTITUTIONS LAW OF 2006 (DECREE LAW NO. 64 OF 2006).THIS OFFERING MEMORANDUM AND RELATED OFFERING DOCUMENTS HAVE NOTBEEN REGISTERED AS A PROSPECTUS WITH THE CENTRAL BANK OF BAHRAIN.ACCORDINGLY, NO SHARES MAY BE OFFERED, SOLD OR MADE THE SUBJECT OF ANINVITATION FOR SUBSCRIPTION OR PURCHASE NOR WITH THIS OFFERINGMEMORANDUM OR ANY OTHER RELATED DOCUMENT OR MATERIAL BE USED INCONNECTION WITH ANY OFFER, SALE OR INVITATION TO SUBSCRIBE OR PURCHASETHE SHARES, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN THE KINGDOM OFBAHRAIN OTHER THAN ACCREDITED INVESTORS.

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BECONSIDERED BY PROSPECTIVE INVESTORS, SEE THE ‘‘RISK FACTORS’’ SECTIONCOMMENCING ON PAGE 24 OF THIS DOCUMENT.

Kuwait

This Offering Memorandum is not for general circulation to the public in Kuwait. The Shares have notbeen licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevantKuwaiti government agency. The offering of the Shares in Kuwait on the basis of a private placement orpublic offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990 and theimplementing regulations thereto (as amended) and Law No. 7 of 2010 and the bylaws thereto (asamended). No private or public offering of the Shares is being made in Kuwait, and no agreement relatingto the sale of the Shares will be concluded in Kuwait. No marketing or solicitation or inducement activitiesare being used to offer or market the Shares in Kuwait.

Qatar

The Shares have not been offered or sold, and will not be offered or sold or delivered, directly orindirectly, in the State of Qatar (including the Qatar Financial Centre) in a manner that would constitute apublic offering. No application has been or will be made for the Shares to be listed or traded on the QatarExchange or the QE Venture Market.

This Offering Memorandum has not been, and will not be, reviewed or approved by or registered or filedwith the Qatar Financial Markets Authority, Qatar Central Bank nor any other authority in Qatar and maynot be publicly distributed. This document is intended for the original recipient only and must not beprovided to any other person. It is not for general circulation in the State of Qatar and may not bereproduced or used for any other purpose

Egypt

This Offering Memorandum is not intended to be publicly offered, marketed, promoted or disseminated orto represent any public offering in the Arab Republic of Egypt and has not been reviewed or approved bythe Egyptian Supervisory Authority (EFSA) for any such purposes. By subscribing to the Shares, youirrevocably and unconditionally confirm and acknowledge that you are A) a Qualified Buyer (as definedbelow), and B) you independently pursued and solicited the Company for this type of investment andunderstand all associated risks.

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A Qualified Buyer is one of the following:

(a) a Professional Financial Institution (banks, insurance companies, pension funds, investment funds andportfolio management companies);

(b) a Professional Individual being an individual who has at least five years experience in capital marketsand local or international stock exchanges or four years of experience for those who have passed atraining programme with the EFSA;

(c) a High Net Worth Investor being an individual investor: (i) who owns assets with a minimum value ofEGP 2.0 million; or (ii) with a minimum annual income of EGP 500,000; or (iii) with a minimum banksavings account balance of EGP 500,000; or (iv) who, as at the placement date, holds securities in twojoint stock companies (excluding the Company) with a minimum value of EGP 2.0 million; or

(d) a High Net Worth Institutional Investor being an institution having (i) a minimum asset book value ofEGP 20.0 million; or (ii) a minimum equity book value of EGP 10.0 million; or (iii) a minimuminvestment in securities (excluding securities related to the Company) of EGP 5.0 million as at theplacement date; or (iv) a license to operate in the field of securities and permitted to acquiresecurities within its objective.

Japan

The Shares have not been and will not be registered under the Financial Instruments and Exchange Law,as amended (the FIEL). This Offering Memorandum is not an offer of securities for sale, directly orindirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means anyperson resident in Japan, including any corporation or entity organised under the laws of Japan) or toothers for reoffer or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan,except pursuant to an exemption from the registration requirements under the FIEL and otherwise incompliance with such law and any other applicable laws, regulations and ministerial guidelines of Japan.

Switzerland

The Shares may not be publicly offered, sold or advertised directly or indirectly into or in Switzerland andwill not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated tradingfacility in Switzerland. This Offering Memorandum has been prepared without regard to the disclosurestandards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or thedisclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules ofany other stock exchange or regulated trading facility in Switzerland, and therefore do not constitute aprospectus within the meaning of the Swiss Code of Obligations, the SIX Listing Rules or the listing rulesof any other stock exchange or regulated trading facility in Switzerland.. Neither this OfferingMemorandum nor any other offering or marketing material relating to the Shares or the Global Offeringmay be publicly distributed or otherwise made publicly available in Switzerland.

Hong Kong

This Offering Memorandum has not been approved by the Securities and Futures Commission in HongKong and, accordingly, (i) the Shares may not be offered or sold in Hong Kong by means of this OfferingMemorandum or any other document other than to ‘‘professional investors’’ as defined in the Securitiesand Futures Ordinance of Hong Kong (Cap. 571) and any rules made thereunder, or in othercircumstances which do not result in the document being a ‘‘prospectus’’ as defined in the CompaniesOrdinance of Hong Kong (Cap. 32) or which do not constitute an offer to the public within the meaning ofthe Companies Ordinance, and (ii) no person shall issue or possess for the purposes of issue, whether inHong Kong or elsewhere, any advertisement, invitation or document relating to the Shares which isdirected at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (exceptif permitted to do so under the securities laws of Hong Kong) other than with respect to the Shares whichare or are intended to be disposed of only to persons outside Hong Kong or only to professional investors(as set out above).

Singapore

This Offering Memorandum has not been registered as a prospectus with the Monetary Authority ofSingapore, and the Shares will be offered pursuant to exemptions under the Securities and Futures Act,Chapter 289 of Singapore (the Securities and Futures Act). Accordingly, this Offering Memorandum and

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any other document or material in connection with the offer or sale, or invitation for subscription orpurchase, of the Shares may not be circulated or distributed, nor may the Shares be offered or sold, or bemade the subject of an invitation for subscription or purchase, whether directly or indirectly, to any personin Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities andFutures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act, or to anyperson pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with theconditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and inaccordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Each of the following persons specified in Section 275 of the Securities and Futures Act which hassubscribed or purchased Shares, namely a person who is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities andFutures Act)) the sole business of which is to hold investments and the entire share capital of which isowned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary is an individual who is an accredited investor,

should note that shares, debentures and units of shares and debentures of that corporation or thebeneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporationor that trust has acquired the Shares under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant personor to any person pursuant to Section 275(1) and Section 275(1A) of the Securities and Futures Act,respectively and in accordance with the conditions specified in Section 275 of the Securities andFutures Act; or

(ii) where no consideration is or will be given for the transfer; or

(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Securities and Futures Act.

121

TRANSFER RESTRICTIONS

The Shares are subject to restrictions on transferability and resale and may not be transferred or resoldexcept as permitted under applicable securities laws and regulations. Investors should be aware that theymay be required to bear the financial risks of this investment for an indefinite period of time.

UNITED STATES

The Shares have not been and will not be registered under the Securities Act or with any securitiesregulatory authority of any state or other jurisdiction of the United States, and, subject to certainexceptions, may not be offered or sold within the United States.

Regulation S

Each purchaser of the Shares outside of the United States pursuant to Regulation S, by its acceptance ofdelivery of this Offering Memorandum and the Shares, will be deemed to have represented, agreed andacknowledged as follows:

• The purchaser is, or at the time the Shares were purchased will be, the beneficial owner of such Sharesand (i) is, and the person, if any, for whose account it is acquiring the Shares is, outside the UnitedStates, (ii) is not an affiliate of the Company or a person acting on behalf of such an affiliate and (iii) isnot in the business of buying or selling securities or, if it is in such business, it did not acquire the Sharesfrom the Company or an affiliate thereof in the initial distribution of the Shares.

• The purchaser (i) is aware that the Shares (a) have not been and will not be registered under theSecurities Act or with any securities regulatory authority of any state or other jurisdiction within theUnited States; and (b) are being sold in accordance with Rule 903 or 904 of Regulation S and ispurchasing such Shares in an ‘‘offshore transaction’’ in reliance on Regulation S.

• The purchaser acknowledges that the Company and the Managers and their respective affiliates will relyupon the truth and accuracy of the acknowledgements, representations and agreements in the foregoingparagraphs.

122

SETTLEMENT AND DELIVERY

Trading of the Shares will take place through the trading system of the DFM. Shares will be held underNINs assigned by the DFM either to the holders directly or through custodian omnibus accounts and theownership of the Shares will be evidenced by the holdings under each such NIN. Clearing and settlementof trades on the DFM by brokers or custodians may be performed only through members of the DFM thatare Clearing Members. Settlement of securities trading on DFM is governed by the DFM’s rules andregulations, which are available from its website, www.dfm.ae.

Investors will be required to complete an application form for the Shares and return such form to the JointBookrunners during the book building period. Application forms will be available from the JointBookrunners.

Investors who receive an allocation of Shares will be required to deliver to the Managers a signed tradeconfirmation on the business day following notice of its allocation. The form of trade confirmation will beprovided to such investors when allocations are notified on or around 28 November 2014 to investorssubscribing in the Qualified Institutional Offering.

Payment for the Shares purchased in connection with the Qualified Institutional Offering shall be made inAED. Purchasers will be required to make full payment for the Shares to the Joint Bookrunners for receiptby the Joint Bookrunners on or prior to 2:00 pm on 30 November 2014, unless otherwise agreed with theJoint Bookrunners. In the event of a failure to make timely payment, purchasers of Shares may incursignificant charge and may forfeit their allocation of Shares.

Delivery of the Shares is expected to be made on the Closing Date to the accounts of purchasers throughthe book-entry facilities operated by the DFM. There can be no assurance that such Shares will be creditedto the NIN account of the relevant investor during trading hours of the DFM on the Closing Date and suchinvestor may not be able to deal in the relevant Shares comprising its allocation in the Offering until suchtime as they are in fact credited to its NIN account, which may be one or more business days following theClosing Date.

123

LEGAL MATTERS

Certain legal matters with respect to the Offering will be passed upon for us by Allen & Overy LLP,London, England, Allen & Overy LLP, Abu Dhabi, UAE and Al Tamimi & Co, Dubai, UAE. Certain legalmatters with respect to the Offering will be passed upon for the Managers by Clifford Chance LLP.

124

INDEPENDENT ACCOUNTANTS

Deloitte & Touche (M.E.), of Building 3, Level 6, Emaar Square, Downtown Dubai, Dubai, UAE, havereported on the Historical Financial Information as stated in their report appearing under ‘‘HistoricalFinancial Information’’.

125

GENERAL INFORMATION

1. It is expected that the Ordinary Shares will be admitted to trading on the DFM on 10 December 2014.

2. We have obtained all consents, approvals and authorisations in the UAE in connection with theOffering.

3. Copies of the following documents are available for inspection during usual business hours on anyweekday (Fridays, Saturdays and public holidays excepted) for the life of this Offering Memorandumat the registered offices of the Company:

• the Articles;

• the report from Deloitte & Touche (M.E.) set out under heading ‘‘Historical Financial Information’’;and

• this Offering Memorandum.

The registered office of the Company is located at Emaar Square, Building 1, Office 201,P.O. Box 123311, Dubai, United Arab Emirates.

4. Save as disclosed under ‘‘Description of the group—Recent developments’’, there has been no significantchange in our financial or trading position since 31 August 2014, the date to which our HistoricalFinancial Information was prepared.

5. Deloitte & Touche (M.E.) has given and has not withdrawn its written consent to the inclusion in thisOffering Memorandum of its report set out under heading ‘‘Historical Financial Information’’ in theform and context in which it appears.

6. PricewaterhouseCoopers, as Technical Expert, has given and not withdrawn its written consent to theinclusion in this Offering Memorandum of its name and the references thereto and to the FeasibilityStudy, in each case in the form and context in which they appear.

126

HISTORICAL FINANCIAL INFORMATION

Dubai Parks and Resorts GroupDubai—United Arab Emirates

Special purpose combined financial statementsand independent auditor’s reportfor the eight month period ended 31 August 2014

F-1

Dubai Parks and Resorts Group

Contents Pages

Independent auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3 - F-4

Special purpose combined statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Special purpose combined statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . F-6

Special purpose combined statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Special purpose combined statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

Notes to the special purpose combined financial statements . . . . . . . . . . . . . . . . . . . . . . . F-9 - F-26

F-2

INDEPENDENT AUDITOR’S REPORT

The ShareholdersDubai Parks and Resorts GroupDubaiUnited Arab Emirates

Audit Report on the Special Purpose Combined Financial Statements

We have audited the accompanying special purpose combined financial statements of Dubai Parks andResorts Group, Dubai, United Arab Emirates (comprising of entities listed in Note 1 to the financialstatements; altogether referred as the ‘‘Group’’), which comprise the special purpose combined statementsof financial position as at 31 August 2014, 31 December 2013, and 31 December 2012, comprehensiveincome, combined changes in equity and combined cash flows for the eight month period ended 31 August2014, year ended 31 December 2013 and for the six month period ended 31 December 2012 (each the‘‘period’’ and altogether the ‘‘periods’’) and a summary of significant accounting policies and otherexplanatory information. The special purpose combined financial statements have been prepared bymanagement of the Group.

Management’s Responsibility for the Special Purpose Combined Financial Statements

Management is responsible for the preparation and fair presentation of these special purpose combinedfinancial statements in accordance with Note 3 to the special purpose combined financial statements, andfor such internal control as management determines is necessary to enable the preparation of specialpurpose combined financial statements that are free from material misstatement, whether due to fraud orerror.

Auditor’s Responsibility

Our responsibility is to express an opinion on these special purpose combined financial statements basedon our audit. We conducted our audit in accordance with International Standards on Auditing. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the special purpose combined financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe special purpose combined financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the special purpose combinedfinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal control relevant to the entity’s preparation and fair presentation of the special purpose combinedfinancial statements in order to design audit procedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by management, as well as evaluating the overall presentation of the special purposecombined 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 special purpose combined financial statements present fairly, in all material respects,the financial position of Dubai Parks and Resorts Group, Dubai, United Arab Emirates, as at 31 August2014, 31 December 2013 and 31 December 2012 and its financial performance and cash flows for the eightmonth period ended 31 August 2014, year ended 31 December 2013 and for the six month period ended31 December 2012, respectively, in accordance with the basis of preparation as set out in Note 3 to thespecial purpose combined financial statements.

Basis of Accounting and Restriction on Distribution

Without modifying our opinion, we draw attention to Note 3 to the special purpose combined financialstatements which describe the basis of preparation. The special purpose combined financial statements areprepared to provide Meraas Holding (LLC), as the Ultimate Parent Company, with a view of the financial

F-3

position of the Group as at 31 August 2014, 31 December 2013 and 31 December 2012 and its financialperformance for the for the eight month period ended 31 August 2014, year ended 31 December 2013 andfor the six month period ended 31 December 2012 in preparation of a share listing on the Dubai FinancialMarket. As a result, the special purpose combined financial statements may not be suitable for anotherpurpose.

28 September 2014

F-4

Dubai Parks and Resorts Group

Special purpose combined statement of financial position

as at 31 August 2014

31 August 2014 31 December 2013 31 December 2012Notes AED’000 AED’000 AED’000

ASSETSProperty and equipment . . . . . . . . . . . . . . . . . 5 838,873 317,216 44,016Investment properties . . . . . . . . . . . . . . . . . . 6 17,878 2,629 —Advances to contractors and prepayments . . . . 7 114,168 19,997 14,600

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . 970,919 339,842 58,616

EQUITY AND LIABILITIES

EquityShare capital . . . . . . . . . . . . . . . . . . . . . . . . . 8 300 600 300Proposed share capital increase . . . . . . . . . . . 9(g) 685,828 — —Accumulated losses . . . . . . . . . . . . . . . . . . . . (23,923) (17,044) (4,228)

Total equity/(deficit) . . . . . . . . . . . . . . . . . . . 662,205 (16,444) (3,928)

LiabilitiesDue to related parties . . . . . . . . . . . . . . . . . . 9 — 315,467 58,718Trade and other payables . . . . . . . . . . . . . . . . 10 308,714 40,819 3,826

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 308,714 356,286 62,544

Total equity and liabilities . . . . . . . . . . . . . . . 970,919 339,842 58,616

Chairman Chief Financial Officer

The accompanying notes form an integral part of these special purpose combined financial statements.

F-5

Dubai Parks and Resorts Group

Special purpose combined statement of comprehensive income

for the eight month period ended 31 August 2014

Period ended Year ended Period ended31 August 31 December 31 December

2014 2013 2012Note AED’000 AED’000 AED’000

General and administrative expenses . . . . . . . . . . . . . . . . 11 (6,879) (12,816) (4,228)

Loss for the period/year/period . . . . . . . . . . . . . . . . . . . . (6,879) (12,816) (4,228)Other comprehensive income . . . . . . . . . . . . . . . . . . . . . — — —

Total comprehensive loss for the period/year/period . . . . . (6,879) (12,816) (4,228)

The accompanying notes form an integral part of these special purpose combined financial statements.

F-6

Dubai Parks and Resorts Group

Special purpose combined statement of changes in equity

for the eight month period ended 31 August 2014

ProposedShare share capital Accumulatedcapital increase losses Total

AED’000 AED’000 AED’000 AED’000

Introduction of share capital (Note 8) . . . . . . . . . . . . . . . 300 — — 300Total comprehensive loss for the period ended

31 December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (4,228) (4,228)

Balance as at 31 December 2012 . . . . . . . . . . . . . . . . . . 300 — (4,228) (3,928)Additional share capital (Note 8) . . . . . . . . . . . . . . . . . . 300 — — 300Total comprehensive loss for the year ended 31 December

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (12,816) (12,816)

Balance as at 31 December 2013 . . . . . . . . . . . . . . . . . . 600 — (17,044) (16,444)Share capital decrease (Note 8) . . . . . . . . . . . . . . . . . . . (300) — — (300)Additional contribution by the Parent Company during

the year [Note 9(g)] . . . . . . . . . . . . . . . . . . . . . . . . . . — 685,828 — 685,828Total comprehensive loss for the period ended 31 August

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (6,879) (6,879)

As at 31 August 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 685,828 (23,923) 662,205

The accompanying notes form an integral part of these special purpose combined financial statements.

F-7

Dubai Parks and Resorts Group

Special purpose combined statement of cash flows

for the eight month period ended 31 August 2014

Period ended Year ended Period ended31 August 31 December 31 December

2014 2013 2012AED’000 AED’000 AED’000

Cash flows from operating activitiesLoss for the period/year/period . . . . . . . . . . . . . . . . . . . . . . . . (6,879) (12,816) (4,228)Adjustment for non-cash items:

General and administrative expenses . . . . . . . . . . . . . . . . . . . 6,879 12,816 4,228

Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . — — —

Cash and cash equivalents at the end of the period/year/period . — — —

The Group does not hold any cash or cash equivalents and consequently, there are no cash flows for theGroup for the periods ended 31 August 2014, 31 December 2013 and 31 December 2012, respectively.

The accompanying notes form an integral part of these special purpose combined financial statements.

F-8

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements

for the eight month period ended 31 August 2014

1. Establishment and operations

Dubai Parks and Resorts Group (the ‘‘Group’’) comprises of entities operating in the United ArabEmirates under different trade licenses issued by Government of Dubai under the Department ofEconomic Development.

These special purpose combined financial statements include the financial performance, assets andliabilities of the following entities which are subsidiaries of Meraas Leisure & Entertainment (LLC) (the‘‘Parent Company’’) and ultimately controlled by Meraas Holding (LLC) (the ‘‘Ultimate ParentCompany’’) from incorporation to 31 August 2014:

Date of Legal Beneficial PrincipalEntity Country of incorporation incorporation interest interest activities

Dubai Parks and Resorts(LLC) . . . . . . . . . . . . United Arab Emirates 30 January 2014 99% 100% Investment.

Motiongate (LLC) . . . . . United Arab Emirates 18 March 2013 99% 100% Theme parkdevelopment.

Dubai Parks DestinationManagement (LLC) . . United Arab Emirates 25 August 2014 99% 100% Theme park

management.Bollywood Parks (LLC) . United Arab Emirates 25 August 2014 99% 100% Theme park

development.Dubai Parks Hotel

(LLC) . . . . . . . . . . . . United Arab Emirates 25 August 2014 99% 100% Real Estatedevelopment.

RiverPark (LLC) . . . . . . United Arab Emirates 25 August 2014 99% 100% Real Estatedevelopment.

Mgate (LLC)* . . . . . . . United Arab Emirates 8 April 2013 100% 100% Facilitiesmanagement.

* Subsidiary of Motiongate (LLC)

Dubai Parks and Resorts (LLC)

Dubai Parks and Resorts (LLC), was originally formed as Deo Real Estate (LLC), with commercial licensenumber 673692 and was established on 11 July 2012 with share capital comprising of 300 authorized, issuedand fully paid share of AED 1,000 each. At incorporation, the shareholders and their holdings were asfollows:

Percent Amountholding % AED’000

Engineer’s Office of H.H. Sheikh Mohammed Bin Rashid Al Maktoum . . . . . . . . . 99% 297Meraas Holding (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3

100% 300

The Engineer’s Office of H.H. Sheikh Mohammed Bin Rashid Al Maktoum (EO), a related party, held theshares on behalf and for the benefit of Meraas Holding (LLC). Since incorporation, the entity wasdormant and on 30 January 2014, the legal ownership was formally transferred to Meraas Leisure &Entertainment (LLC), through the 297 shares representing 99% of the shareholding of the entity. Also on30 January 2014, the entity changed its name to Dubai Parks Project (LLC). On 25 August 2014, the entitychanged its name to Dubai Parks and Resorts (LLC).

F-9

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

1. Establishment and operations (Continued)

As at 31 August 2014, the shareholdings are as follows:

Percent Amountholding % AED’000

Meraas Leisure & Entertainment (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99% 297Meraas Holding (LLC)* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3

100% 300

* Beneficially held for Meraas Leisure & Entertainment (LLC).

Motiongate (LLC)

Motiongate (LLC) was established on 18 March 2013 with share capital comprising of 300 authorized,issued and fully paid share of AED 1,000 each. At incorporation, the shareholdings were as follows:

Percent Amountholding % AED’000

Meraas Leisure & Entertainment (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99% 297Meraas Holding (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3

100% 300

On 25 August 2014, Meraas Leisure & Entertainment (LLC) and Meraas Holding (LLC) assigned andtransferred to Dubai Parks and Resorts (LLC) their shares in Motiongate (LLC). As at 31 August 2014, theshareholdings are as follows:

Percent Amountholding % AED’000

Dubai Parks and Resorts (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99% 297Meraas Leisure & Entertainment (LLC)* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3

100% 300

* Beneficially held for Dubai Parks and Resorts (LLC).

On 8 April 2013, Motiongate (LLC) established a subsidiary, Mgate (LLC). As at 31 August 2014, theshareholdings of Mgate (LLC) are as follows:

Percent Amountholding % AED’000

Motiongate (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99% 297Dubai Parks and Resorts (LLC)* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3

100% 300

* Beneficially held for Motiongate (LLC).

F-10

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

1. Establishment and operations (Continued)

Dubai Parks Destination Management (LLC), Bollywood Parks (LLC), Dubai Parks Hotel (LLC), RiverPark (LLC)

Each entity has share capital comprises of 300 authorized, issued and fully paid shares of AED 1,000 each.As at 31 August 2014, the shareholdings of each of the four companies are as follows:

Percent Amountholding % AED’000

Dubai Parks and Resorts (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99% 297Meraas Leisure & Entertainment (LLC)* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3

100% 300

* Beneficially held for Dubai Parks and Resorts (LLC).

All share capital, balances and transactions between Group entities combined in these special purposecombined financial statements have been eliminated upon combination.

The Group’s registered address is P.O. Box 123311, Dubai, United Arab Emirates.

The licensed activities of the Group are as follows:

• Investment in commercial enterprises & management amusement park, investment in agriculturalenterprises & management, investment in industrial enterprises & management and investment intourist enterprises & management; and

• Sport & recreational events tickets e-trading, marketing management, facilities management services,event management.

2. Application of new and revised International Financial Reporting Standards (‘‘IFRSs’’)

2.1 New and revised IFRS applied with no material effect on the special purpose financial statements

In the current period, the Group for the first time has applied the following new and revised IFRSs issuedby the International Accounting Standards Board (IASB) that are mandatorily effective for an accountingperiod that begins on or after 1 January 2014. The application of these new and revised IFRS has not hadany material impact on the amounts reported for the current and prior periods but may affect theaccounting for future transactions or arrangements.

• Amendments to International Accounting Standard (IAS) 32 Financial Instruments: Presentation relatingto application guidance on the offsetting of financial assets and financial liabilities.

• Amendments to IAS 36 Impairment of Assets relating to recoverable amount disclosures. Theamendments restrict the requirements to disclose the recoverable amount of an asset or CGU to theperiod in which an impairment loss has been recognised or reversed. They also expand and clarify thedisclosure requirements applicable when an asset or CGU’s recoverable amount has been determinedon the basis of fair value less costs of disposal.

• Amendments to IAS 39 Financial Instruments: Recognition and Measurement relating to novation ofDerivatives and Continuation of Hedge Accounting. The amendment allows the continuation of hedgeaccounting when a derivative is novated to a clearing counterparty and certain conditions are met.

• IFRIC 21 Levies was developed to address the concerns about how to account for levies that are basedon financial data of a period that is different from that in which the activity that give rise to the paymentof the levy occurs.

• Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in OtherEntities and IAS 27 Separate Financial Statements—Guidance on Investment Entities. Theseamendments introduce the concept of an investment entity in IFRS and develop an exemption from the

F-11

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

2. Application of new and revised International Financial Reporting Standards (‘‘IFRSs’’) (Continued)

requirement to consolidate subsidiaries for eligible investment entities (such as mutual funds, unit trusts,and similar entities), instead requiring the use of the fair value to measure those investments.

2.2 New and revised standards and interpretations are in issue but not yet effective

Effective for annual periodsNew and revised IFRS beginning on or after

• Amendments to IFRS 2 Share based Payment relating to definition of 1 July 2014‘vesting condition’. The amendment was part of AnnualImprovements Cycle 2010-2012.

• Amendments to IFRS 3 Business Combination relating to contingent 1 July 2014consideration and scope exception for joint ventures. Theamendment was part of Annual Improvements Cycle 2010-2012.

• Amendments to IFRS 7 Financial Instruments: Disclosures relating to When IFRS 9 is first applied.disclosures about the initial application of IFRS 9.

• IFRS 7 Financial Instruments: Additional hedge accounting disclosures When IFRS 9 is first applied.(and consequential amendments) resulting from the introduction ofthe hedge accounting chapter in IFRS 9.

• Amendments to IFRS 8 Operating Segments relating to aggregation 1 July 2014of segments, reconciliation of segment assets. The amendment waspart of Annual Improvements Cycle 2010-2012.

• Amendments to IAS 24 Related Party Disclosures relating to 1 July 2014management entities. The amendment was part of AnnualImprovements Cycle 2010-2012.

• Amendments to IAS 40 Investment Property relating to 1 July 2014interrelationship between IFRS 3 and IAS 40. The amendment waspart of Annual Improvements Cycle 2011-2013.

• IFRS 14 Regulatory Deferral Accounts issued in January 2014 specifies 1 January 2016the financial reporting requirements for ‘regulatory deferral accountbalances’ that arise when an entity provides good or services tocustomers at a price or rate that is subject to rate regulation.

• IFRS 15 Revenue from Contract with Customers 1 January 2017

Management is in the process of assessing the impact of the Standards and Interpretations in issue but notyet effective. However, management anticipates that the adoption of these Standards and Interpretationsin future years will not have material impact on the special purpose combined financial statements of theGroup in the period of initial application.

3. Significant accounting policies

Basis of preparation

The special purpose combined financial statements for the eight month period ended 31 August 2014, forthe year ended 31 December 2013, and for the six month period ended 31 December 2012, comprise thefinancial statements of businesses within the Group represented by the legal entities in Note 1 to thespecial purpose combined financial statements. These legal entities do not constitute a legal groupthroughout the periods. Accordingly, the special purpose financial statements, which have been preparedspecifically for Meraas Holding (LLC), as the Ultimate Parent Company, in preparation of a potentiallisting on the Dubai Financial Market, are prepared on a basis that combines the results and assets andliabilities of the specified entities in the Group from 11 July 2012 to 31 August 2014.

F-12

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued)

Internal transactions within the Group have been eliminated on combination.

The special purpose combined financial statements have been prepared under the historical cost basis.

The special purpose combined financial statements have been prepared in accordance with InternationalFinancial Reporting Standards (‘‘IFRS’’) that are effective for financial periods beginning on or after1 January 2014.

IFRS does not provide for the preparation of special purpose combined financial statements, andaccordingly the preparation of the special purpose combined financial statements results in the followingmaterial departure from IFRS:

• The special purpose combined financial statements are prepared on a combined basis and therefore donot comply with the requirements of IFRS 10 Consolidated Financial Statements, however, the specialpurpose combined financial statements have been prepared by applying the principles underlying theconsolidation procedures of IFRS 10.

The special purpose combined financial statements have been prepared based on the following:

• The assets, liabilities and the profit or loss of the entities comprising the Group have been aggregated.All transactions and balances between entities included within the special purpose combined financialstatements have been eliminated. Transactions and balances with the Ultimate Parent Company andrelated parties under Meraas Holding (LLC) do not eliminate within the combined Group and areclassified as related party transactions.

• During the period certain transfers have taken place between the related parties and entities within theGroup. Details of material transactions/transfers between the Group and the related parties areincluded in Note 9 to the special purpose combined financial statements.

The principal accounting policies are set out below.

Statement of compliance

The special purpose combined financial statements have been prepared in accordance with IFRS.

Revenue recognition

Revenue from theme parks

Revenue from theme parks comprises revenues from goods sold and services provided in theme parks andrecognised when the goods are sold or services are rendered.

Lease income

When it is probable that economic benefits will flow to the Group and the revenue and cost can bemeasured reliably, revenue is recognised.

If all of the conditions for revenue recognition of IAS 18 Revenue are not satisfied, the revenue and thecorresponding costs relating to the transaction are deferred, until such time that all conditions have beenmet.

The Group’s policy for recognition of revenue from operating leases is described under leases.

Fit-out income

Income arising from modifications to existing fit-outs at the building premises is recognised in the period inwhich the modification works have been completed.

F-13

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued)

Service charges and expenses from tenants

Income arising from expenses recharged to tenants is recognised in the period in which the expense can becontractually recovered. Service charges and other such receipts are included gross of the related costs inrevenue as the Group acts as principal in this respect.

Revenue from rendering of services

Revenue from rendering of services is recognised when the outcome of the transaction can be estimatedreliably, by reference to the deliverables of the services or stage of completion of the transaction at thereporting date.

Interest income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flowto the Group and the amount of income can be measured reliably.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effectiveinterest rate applicable, which is the rate that exactly discounts estimated future cash receipts through theexpected life of the financial asset to that asset’s net carrying amount on initial recognition.

Commission income

Fee and commission income is recognized when the corresponding service is provided. Such fees comprisecommission income received on sales of packages and services related to the same.

Cost of sales

Cost of revenues includes the cost of operations of theme parks and operational expenses of leased assets.

Investment properties

Investment properties comprise of properties held to earn rentals or for capital appreciation, or both,(including investment properties constructed for such purposes). Investment properties are measuredinitially at cost, including related transaction costs, less accumulated depreciation and any accumulatedimpairment losses in accordance with the cost model of IAS 40 Investment Properties.

Depreciation is charged so as to write-off the cost of completed investment properties on a straight linebasis over the estimated useful lives of such assets between 20 to 35 years. The useful lives anddepreciation method of investment properties are reviewed periodically to ensure that the method andperiod of depreciation are consistent with the expected pattern of economic benefits from these properties.

Expenditure incurred to replace a component of an item of investment properties that is accounted forseparately is capitalised and the carrying amount of the component that is replaced is written off. Othersubsequent expenditure is capitalised only when it increases future economic benefits of the related item ofinvestment properties. All other expenditure are recognised in the special purpose combined statement ofcomprehensive income as the expense is incurred.

Investment properties are derecognised upon disposal or when the investment properties are permanentlywithdrawn from use and no future economic benefits are expected from the disposal. Any gain or lossarising on derecognition of the property is included in the special purpose combined statement ofcomprehensive income in the period in which the property is derecognised.

Transfers are made to investment properties when, and only when, there is a change in use evidenced bythe ending of owner-occupation for a transfer from owner occupied property or commencement of anoperating lease to another party from a transfer from inventories. Transfers are made from investmentproperties when, and only when, there is a change in use evidenced by commencement of owner-

F-14

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued)

occupation for a transfer to owner occupied property or commencement of development with a view tosale for a transfer to inventories. Such transfers are made at the carrying value of the properties at the dateof transfer.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risksand rewards of ownership to the lessee. All other leases are classified as operating leases.

The Group as a lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevantlease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carryingamount of the leased asset and recognised on a straight-line basis over the lease term.

The Group as a lessee

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, exceptwhere another systematic basis is more representative of the time pattern in which economic benefits fromthe leased asset are consumed. Contingent rentals arising under operating leases are recognised as anexpense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognisedas a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on astraight-line basis, except where another systematic basis is more representative of the time pattern inwhich economic benefits from the leased asset are consumed.

Property and equipment

Property and equipment comprise of buildings, temporary structures and leasehold improvements,computer and office equipment, furniture and fixtures, and capital work-in-progress.

All items of property and equipment are initially recorded at cost. Subsequent to recognition, property andequipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any,except for capital work-in-progress. Cost includes expenditures that are directly attributable to theacquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour,any other costs directly attributable to bringing the asset to a working condition for its intended use, andthe cost of dismantling and removing the items and restoring the site on which they are located. Borrowingcosts that are directly attributable to acquisition, construction or production of an asset are included in thecost of that asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, asappropriate, only when it is probable that future economic benefits associated with the item will flow to theGroup and the cost of the item can be measured reliably. Expenditure incurred to replace a component ofan item of property and equipment that is accounted for separately is capitalised and the carrying amountof the component that is replaced is written off. All other repairs and maintenance are charged to thespecial purpose combined statement of comprehensive income when incurred.

F-15

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued)

Depreciation is charged so as to write-off the cost of property and equipment, other than capitalwork-in-progress, less their estimated residual value, on a straight-line basis over the expected useful livesof the assets, as follows:

Years

Buildings and infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 - 35Rides . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 - 20Computer and office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 4Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - 7

The estimated useful lives, residual values and depreciation method are reviewed at each year-end, withthe effect of any changes in estimate accounted for on a prospective basis.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carryingamount is greater than its estimated recoverable amount.

The gain or loss arising on the disposal or retirement of an item of property and equipment is determinedas the difference between the sales proceeds and the carrying amount of the asset and is recognised in thespecial purpose combined statement of comprehensive income.

Fully depreciated property, plant and equipment are retained in the special purpose combined financialstatements until they are no longer in use and no further charge for depreciation is made in respect ofthese assets.

Capital work-in-progress

Capital work-in-progress includes properties that are being constructed or developed for future use. Costincludes pre-development infrastructure, construction and other related expenditure such as professionalfees and engineering costs attributable to the project, which are capitalised during the period whenactivities that are necessary to make the assets ready for their intended use are in progress. Theseproperties are classified as capital work-in-progress until construction or development is completed, oruntil the plan for the project has been finalised by the management.

Direct costs from the start of the project up to completion of the project are capitalised. No depreciation ischarged on capital work-in-progress.

Intangible assets

Intangible assets with finite useful life that are acquired separately are carried at cost less accumulatedamortization and accumulated impairment losses. Amortization is recognized on straight-line basis overtheir estimated useful lives. The estimates useful life and amortization method are reviewed at the end ofeach reporting period, with the effect of any changes in estimate being accounted for on a prospectivebasis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost lessaccumulated impairment losses

Amortization is charged so as to write-off the cost of property and equipment, other than capitalwork-in-progress, less their estimated residual value, on a straight-line basis over the expected useful livesof the assets, as follows:

Years

Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Impairment of tangible and intangible assets

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets todetermine whether there is any indication that those assets have suffered an impairment loss. If any such

F-16

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued)

indication exists, the recoverable amount of the asset is estimated in order to determine the extent of theimpairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset,the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Whena reasonable and consistent basis of allocation can be identified, corporate assets are also allocated toindividual cash-generating units, or otherwise they are allocated to the smallest group of cash-generatingunits for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,the estimated future cash flows are discounted to their present value using a pre-tax discount rate thatreflects current market assessments of the time value of money and the risks specific to the asset for whichthe estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carryingamount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.An impairment loss is recognised immediately in the consolidated statement of comprehensive income,unless the relevant asset is carried at a revalued amount in excess of cost, in which case the impairment lossis treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit)is increased to the revised estimate of its recoverable amount, so long as the increased carrying amountdoes not exceed the carrying amount that would have been determined had no impairment loss beenrecognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss isrecognised immediately in the consolidated statement of comprehensive income, unless the relevant assetis carried at a revalued amount in excess of cost, in which case the reversal of the impairment loss is treatedas a revaluation increase.

Inventories

Inventories are stated at lower of cost and net realisable value. Costs of inventories are determined onfirst-in-first-out basis. Net realisable value represents the estimated selling price of inventories lessestimated costs of completion and costs necessary to make the sale.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,which are assets that necessarily take a substantial period of time to get ready for their intended use orsale, are added to the cost of those assets, until such time as the assets are substantially ready for theirintended use or sale. Investment income earned on the temporary investment of specific borrowingspending their expenditure on qualifying assets is deducted from the costs eligible for capitalisation.

All other borrowing costs are recognised in the special purpose combined statement of comprehensiveincome in the year in which they are incurred.

Foreign currency transactions

The special purpose combined financial statements are presented in the currency of the primary economicenvironment in which the Group operates (its functional currency). For the purpose of the special purposecombined financial statements, the results and financial position of the Group are expressed in ArabEmirates Dirhams (AED), which is the functional currency of the Group, and the presentation currencyfor the special purpose combined financial statements.

In preparing the special purpose combined financial statements, transactions in currencies other than theGroup’s functional currency are recorded at the rates of exchange prevailing on the dates of thetransactions. At reporting date, monetary items denominated in foreign currencies are retranslated at therates prevailing at the reporting date. Non-monetary items carried at fair value that are denominated inforeign currencies are retranslated at the rates prevailing on the date when the fair value was determined.

F-17

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued)

Non-monetary items that are measured in terms of historical cost in a foreign currency are notretranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetaryitems, are included in the special purpose combined statement of comprehensive income for the year.Exchange differences arising on the retranslation of non-monetary items carried at fair value are includedin the special purpose combined statement of comprehensive income for the year except for differencesarising on the retranslation of non-monetary items in respect of which gains and losses are recogniseddirectly in equity. For such non-monetary items, any exchange component of that gain or loss is alsorecognised directly in equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assetsand liabilities of the foreign operation and translated at the closing rate.

Financial instruments

Financial assets and financial liabilities are recognised on the Group’s special purpose combined statementof financial position when the Group has become a party to the contracted provisions of the instrument.

Financial assets

Financial assets are classified as loans and receivables. The classification depends on the nature andpurpose of the financial assets and is determined at the time of initial recognition.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are notquoted in an active market. Loans and receivables (includes trade and other receivables, other financialassets and cash and cash equivalents), are measured at amortised cost using the effective interest method,less any impairment. Interest income is recognised by applying the effective interest rate, except forshort-term receivables when the recognition of interest would be immaterial.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset and ofallocating interest income over the relevant period. The effective interest rate is the rate that exactlydiscounts estimated future cash receipts through the expected useful life of the financial asset, or whereappropriate, a shorter period

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financialassets are considered to be impaired when there is objective evidence that, as a result of past event, theestimated future cash flows of the investment have been affected.

For financial assets carried at amortised cost, the amount of the impairment is the difference between theasset’s carrying amount and the present value of estimated future cash flows, discounted at the financialasset’s original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assetswith the exception of trade receivables, where the carrying amount is reduced through the use of anallowance account. When a trade receivable is considered uncollectible, it is written off against theallowance account. Subsequent recoveries of amounts previously written off are credited against theallowance account. Changes in the carrying amount of the allowance account are recognised in the specialpurpose combined statement of comprehensive income.

F-18

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

3. Significant accounting policies (Continued)

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the assetexpire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the assetto another entity. If the Group neither transfers nor retains substantially all the risks and rewards ofownership and continues to control the transferred asset, the Group recognises its retained interest in theasset and an associated liability for amounts it may have to pay. If the Group retains substantially all therisks and rewards of ownership of a transferred financial asset, the Group continues to recognise thefinancial asset.

Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with thesubstance of the contractual arrangement.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity afterdeducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceedsreceived, net of direct issue costs.

Other financial liabilities

Other financial liabilities are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method,with interest expense recognised on an effective yield basis.

Effective interest method

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 Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,cancelled or they expire.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, and it isprobable that the Group will be required to settle that obligation, and a reliable estimate can be made ofthe amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle thepresent obligation at the reporting date, taking into account the risks and uncertainties surrounding theobligation. Where a provision is measured using the cash flows estimated to settle the present obligation,its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recoveredfrom a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement willbe received and the amount of the receivable can be measured reliably.

F-19

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

4. Critical accounting judgments and key sources of estimation uncertainty

Critical judgment in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, which are described in Note 3 to the specialpurpose combined financial statements, management has made the following critical accounting judgmentsthat have a significant effect on the amounts recognised in the special purpose combined financialstatements:

Classification of properties

Management determines at the time of acquisition or construction of the property, whether the propertyshould be classified as development property, investment property or property, plant and equipment. TheGroup classifies a property as development property when the intention is to develop the property for thepurpose of future sale to third parties. The Group classifies a property as investment property when theintention is to hold the property for rental, capital appreciation or for undetermined use. The Groupclassifies a property as property, plant and equipment when the intention is to use the property for itsoperations.

Key sources of estimation uncertainty

The key assumptions concerning the future and key sources of estimation uncertainty at the reportingperiod, that have significant risk of causing material adjustments to the carrying amounts of assets andliabilities within the next financial year, are discussed below.

Estimation of useful lives of investment properties

The asset’s residual values and useful lives are reviewed annually and adjusted if appropriate, taking intoaccount technology developments. Uniform depreciation rates are established based on the straight-linemethod which may not represent the actual usage of the assets. As asset’s carrying amount is written downimmediately to its recoverable amount if the asset’s carrying amount is greater than its estimatedrecoverable amount.

5. Property and equipment

2014 2013 2012AED’000 AED’000 AED’000

Cost

Capital work-in-progress

As at the beginning of the period/year/period . . . . . . . . . . . . . . . . . . . . . 317,216 44,016 —Transfer from a related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 3,104Additions during the period/year/period . . . . . . . . . . . . . . . . . . . . . . . . . 521,657 273,200 40,912

As at the end of period/year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 838,873 317,216 44,016

F-20

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

5. Property and equipment (Continued)

The details and the movement in capital work-in-progress per project are as follows:

Bollywood Dubai Parks DestinationLand Motiongate Parks Lego Land Hotel Management Total

AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000

CostCapital work-in-progress

At incorporation . . . . . . . . . . . . . . . — — — — — — —Transfer from a related party

[Note 5(c)] . . . . . . . . . . . . . . . . . — 3,104 — — — — 3,104Additions . . . . . . . . . . . . . . . . . . . . — 34,864 2,908 — — 3,140 40,912

Balance as at 31 December 2012 . . . . — 37,968 2,908 — — 3,140 44,016Additions . . . . . . . . . . . . . . . . . . . . — 110,767 48,015 38,687 8,592 67,139 273,200

Balance as at 31 December 2013 . . . . — 148,735 50,923 38,687 8,592 70,279 317,216Additions . . . . . . . . . . . . . . . . . . . . — 135,971 86,684 82,707 21,816 194,479 521,657

As at 31 August 2014 . . . . . . . . . . . . — 284,706 137,607 121,394 30,408 264,758 838,873

a) The property and equipment relates to amusement park projects undertaken on land which the Grouphas exclusive right to develop on behalf of the Ultimate Parent Company. The Ultimate ParentCompany is in the process of transferring to the Group the title of the related plots of land.

b) Throughout the periods, contracts for acquisition and construction of property and equipment wereentered into by related parties on behalf and for the benefit of the Group.

c) During 2012, property and equipment costs with carrying amount of AED 3 million, which wereincurred by related parties prior to incorporation of the Group, were transferred and recognised inthis special purpose combined financial statements [Note 9(e)].

6. Investment properties

31 August 2014 31 December 2013 31 December 2012AED’000 AED’000 AED’000

CostCapital work-in-progress

As at the beginning of the period/year/period . . . . . . 2,629 — —Additions during the period/year/period . . . . . . . . . . . 15,249 2,629 —

As at the end of the period/year/period . . . . . . . . . . . 17,878 2,629 —

a) The investment properties are undertaken on land which the Group has exclusive right to develop onbehalf of the Ultimate Parent Company. The Ultimate Parent Company is in the process oftransferring to the Group the title of the related plots of land.

b) Contracts for acquisition and construction of investment properties were entered into by relatedparties on behalf and for the benefit of the Group.

7. Advances to contractors and prepayments

31 August 2014 31 December 2013 31 December 2012AED’000 AED’000 AED’000

Advances to contractors . . . . . . . . . . . . . . . . . . . . . . 114,147 19,983 14,600Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 14 —

114,168 19,997 14,600

F-21

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

8. Share capital

31 August 2014 31 December 2013 31 December 2012AED’000 AED’000 AED’000

Authorised, issued and fully paid share capital . . . . . . 300 600 300

At each reporting date, the share capital balances within the Group are detailed below:

31 August 2014 31 December 2013 31 December 2012

Number of Amount Number of Amount Number of Amountshares AED’000 shares AED’000 shares AED’000

Dubai Parks and Resorts (LLC) . . . . . . . 300 300 300 300 N/A N/AMotiongate (LLC) . . . . . . . . . . . . . . . . 300 300 300 300 300 300Dubai Parks Destination Management

(LLC) . . . . . . . . . . . . . . . . . . . . . . . . 300 300 N/A N/A N/A N/ABollywood Parks (LLC) . . . . . . . . . . . . . 300 300 N/A N/A N/A N/ADubai Parks Hotel (LLC) . . . . . . . . . . . 300 300 N/A N/A N/A N/ARiverPark (LLC) . . . . . . . . . . . . . . . . . 300 300 N/A N/A N/A N/AMgate (LLC) . . . . . . . . . . . . . . . . . . . . 300 300 300 300 N/A N/A

2,100 2,100 900 900 300 300Eliminations* . . . . . . . . . . . . . . . . . . . . (1,800) (1,800) (300) (300) N/A N/A

300 300 600 600 300 300

* Eliminations occur when there is a cross holding within the Group as at the end of the reporting period.

The individual share capital balances of entities within the Group have been aggregated to produce acombined share capital balance as at 31 August 2014. Increases in share capital in 2013 reflect the additionof newly incorporated entities held by the Ultimate Parent Company which form part of the Group.Reductions in share capital in 2014 are as a result of changes to the legal structure of the Group withDubai Parks and Resorts (LLC) becoming the legal parent of the Group.

9. Related party transactions

The Group enters into transactions with companies and entities that fall within the definition of a relatedparty as contained in International Accounting Standard 24 Related Party Disclosures. Related partiescomprise companies and entities under common ownership and/or common management and control, andkey management personnel.

a) The management decides on the terms and conditions of the transactions and of services receivedfrom/rendered to related parties as well as on other charges.

b) The Group also provides funds to and receives funds from related parties as and when required,interest-free and unsecured. As agreed with the related parties, the outstanding balance does not haveany fixed repayment period.

c) As at the reporting date, the outstanding balances with related parties were as follows:

2014 2013 2012AED’000 AED’000 AED’000

Due to related parties

Ultimate Parent Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 11,451 —Entities under common control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 304,016 58,718

— 315,467 58,718

F-22

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

9. Related party transactions (Continued)

d) The salaries and end-of-service benefits of key management have been incurred and recorded in theconsolidated financial statements of the Ultimate Parent Company, and are included as part ofgeneral and administrative expenses.

The Ultimate Parent Company has charged general and administrative expenses to the Group basedon an allocation based on the Group’s policy on related party transactions (Note 11).

e) From 2012, all legal contracts for acquisition of property and equipment, development, and serviceswere entered into by related parties on behalf and for the benefit of the Group. However, propertyand equipment with carrying amount of AED 3 million, which were incurred by related parties priorto incorporation of the Group, was transferred and included in this special purpose combinedfinancial statements following the assignment of rights and obligations of the related contracts to theGroup [Note 5(c)].

f) Considering that the agreements with contractors and suppliers were initially entered into by relatedparties on behalf and for the benefit of the Group, all costs incurred have been capitalized as capitalwork-in-progress under property and equipment and investment property by the Group, while thecorresponding liabilities to contractors and suppliers were recorded as due to related parties. Duringthe period, it was decided to novate all contracts to the Group and this process has been initiated.

g) As at 31 August 2014, the outstanding liability balance of due to related parties of AED 686 millionhas been forgiven by the related parties, as all these related parties are under the common control ofthe Ultimate Parent Company and was reclassified to equity as a proposed share capital increase onbehalf and for the benefit of the Parent Company.

h) In 2012, Meraas Leisure and Entertainment (LLC), immediate parent company of Dubai Parks andResorts (LLC) and the Ultimate Parent Company, as a guarantor, obtained an off balance sheet tradefinance facility for AED 368 million from a bank on behalf of the Group. The facility pertains to letterof credits and guarantees to be issued in favour of the various suppliers in respect of the import ofvarious products related to the theme park projects. While the Group is responsible for all liabilities inrelation to the facility, the covenants are at the Ultimate Parent Company level. As at the reportingdate, AED 61 million of letters of credit have been issued (See Note 12b).

As at 31 August 2014, the facility is secured by the following:

• Pledge over wakala deposit of a related party;

• Assignment of existing cash flows from a project of a related party;

• Negative pledge on theme park project assets; and

• Assignment of all theme park projects related guarantees in favour of the bank.

10. Trade and other payables

2014 2013 2012AED’000 AED’000 AED’000

Retention payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,814 — —Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290,878 40,806 3,826Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 13 —

308,714 40,819 3,826

Retentions payable represents amounts withheld in accordance with the terms of the contract whenprogress payments are made to the contractors. Retentions payable are settled one to two years aftercompletion of the related projects. As at 31 December 2013 and 2012, retention payables were included indue to related parties.

F-23

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

11. General and administrative expenses

Period ended Year ended Period ended31 August 2014 31 December 2013 31 December 2012

AED’000 AED’000 AED’000

Recharged expenses from a related party [Note 9(d)] . 6,851 12,816 4,228Professional and legal fees . . . . . . . . . . . . . . . . . . . . 28 — —

6,879 12,816 4,228

12. Commitments and contingent liabilities

a) Commitments

Commitments for the acquisition of services for the development and construction of assets classifiedunder developments in progress:

2014 2013 2012AED’000 AED’000 AED’000

—Contracted for . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,404,597 512,616 45,979—Committed but not contracted for . . . . . . . . . . . . . . . . . . . . . . . 7,248,288 8,140,268 6,771,846

8,652,885 8,652,884 6,817,825

The estimated total commitments are reviewed and assessed by management on regular basis. Theestimated costs are validated through historical pricing achieved, regular review of material prices anddiscussions with third party specialists.

b) Contingent liabilities

2014 2013 2012AED’000 AED’000 AED’000

Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,951 — —

13. Financial instruments

(a) Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition,the basis of measurement and the basis on which income and expenses are recognised, in respect of eachclass of financial asset and financial liability are disclosed in Note 3 to the special purpose combinedfinancial statements.

(b) Categories of financial instruments

2014 2013 2012AED’000 AED’000 AED’000

Financial assetsLoans and receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —

Financial liabilitiesAt amortised cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,714 356,286 62,544

(c) Fair value of financial instruments

The fair values of financial assets and financial liabilities at year-end approximate their carrying amounts atthe reporting date.

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Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

14. Financial risk management

The Group’s financial risk management policies set out the Group’s overall business strategies and riskmanagement philosophy. The Group’s overall financial risk management program seeks to minimizepotential adverse effects to the financial performance of the Group. The management carries out overallfinancial risk management covering specific areas, such as market risk (including foreign exchange risk andinterest rate risk), credit risk, and liquidity risk and investing excess cash.

The Group’s activities in future periods will expose it to a variety of financial risks, including the effects ofchanges in foreign currency exchange rates and interest rates.

The Group does not hold or issue derivative financial instruments for speculative purposes.

(a) Interest rate risk management

The Group is not exposed to interest rate risk since it has no interest bearing financial instruments as atthe reporting date.

(b) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting infinancial loss to the Group. The Company has adopted a policy of only dealing with creditworthycounterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk offinancial loss from defaults.

The Group is not exposed to credit risk as there is no outstanding financial asset as at the reporting date.

(c) Foreign currency risk management

At the reporting date, there were no significant exchange rate risks as substantially all financial assets andfinancial liabilities are denominated in United Arab Emirates Dirhams (AED) or United States Dollars(USD) to which the AED is fixed.

The exchange rate used in conversion of AED amounts to USD 1 is equivalent to AED 3.675.

(d) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the management which has built anappropriate liquidity risk management framework for the management of the Group’s short, medium andlong-term funding. The Group manages liquidity risk by maintaining adequate reserves, and bycontinuously monitoring forecast and actual cash flows and matching the maturity profiles of financialassets and financial liabilities.

Liquidity risk tables

The following tables detail the Group’s remaining contractual maturity for its non-derivative financialassets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial

F-25

Dubai Parks and Resorts Group

Notes to the special purpose combined financial statements (Continued)

for the eight month period ended 31 August 2014

14. Financial risk management (Continued)

assets and liabilities based on the expected maturity and the earliest date on which the Group is expectedto pay. The table includes principal cash flows.

Less thanInterest 1 year 2 - 5 years Totalrate % AED’000 AED’000 AED’000

Financial liabilities

31 August 2014Non-interest bearing financial liabilities . . . . . . . . . . . . . . . . . — 308,714 — 308,714

31 December 2013Non-interest bearing financial liabilities . . . . . . . . . . . . . . . . . — 40,760 315,526 356,286

31 December 2012Non-interest bearing financial liabilities . . . . . . . . . . . . . . . . . — 3,826 58,718 62,544

Non-interest bearing financial liabilities include due to related parties amounting to AED 315 million andAED 59 million as at 31 December 2013 and 31 December 2012, respectively [Note 9(c)].

15. Capital risk management

The Group manages its capital to ensure it will be able to continue as a going concern while maximisingthe return to shareholders.

16. Comparative amounts

The prior year’s/period’s amounts are not necessarily comparable to the current period’s amounts since theprior year/period financial statements are for the year ended 31 December 2013 and for the six monthperiod from 11 July 2012 to 31 December 2012, respectively, whereas the current period figures are for theeight month period from 1 January 2014 to 31 August 2014.

17. Subsequent events

The below events happened subsequent to the reporting date:

a) On 7 September 2014, Dubai Parks & Resorts (LLC) has established a subsidiary, LL Dubai ThemePark (LLC). At incorporation date, the shareholdings of LL Dubai Theme Park (LLC) are as follows:

Percent Amountholding % AED’000

Dubai Parks and Resorts (LLC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99% 297Meraas Leisure & Entertainment (LLC)* . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3

100% 300

* Beneficially held for Dubai Parks & Resorts (LLC).

b) Dubai Parks and Resorts LLC is in the process of being converted from a limited liability company toa public joint stock company in Dubai with the relevant authorities in the U.A.E. Furthermore, theCompany will submit an application to the relevant authorities to increase its share capital and list itsshares on the Dubai Financial Market.

18. Approval of the special purpose combined financial statements

The special purpose combined financial statements were approved by the Board of Directors and signedfor issuance on 28 September 2014.

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FINANCIAL PROJECTIONS

INTRODUCTION

See ‘‘Presentation of financial and other information—Projections’’ for an explanation of the background tothe preparation of the Projections and what they contain, an introduction to the Assumptions on which theProjections are based and a caution in relation to reliance on the Projections.

All information in this section related to the Post-opening Period, save for that under ‘‘Companycommentary on certain projected financial statement numbers’’, has been extracted from the FeasibilityStudy.

PROJECTIONS

Projected consolidated statements of financial position

The table below shows our projected consolidated statements of financial position as at 31 December ineach of 2014, 2015, 2016, 2017, 2018 and 2019.

As at 31 December

2014 2015 2016 2017 2018 2019

(AED thousands)

ASSETSProperty and equipment . . . . . . . . . . 1,772,304 4,607,844 8,786,021 8,460,041 8,176,659 7,906,357Intangible assets . . . . . . . . . . . . . . . . — — 62,545 56,131 49,716 43,301Investment properties . . . . . . . . . . . . 228,372 312,827 374,236 365,248 357,454 350,269Inventories . . . . . . . . . . . . . . . . . . . . — — 37,034 39,329 44,891 50,425Accounts receivables . . . . . . . . . . . . . — — 41,351 44,359 47,657 53,616Advances to contractors and

prepayments . . . . . . . . . . . . . . . . . 198,832 352,392 10,050 12,764 15,478 18,191Cash and bank balances . . . . . . . . . . 4,327,052 3,785,536 486,946 622,139 619,787 742,430

Total assets . . . . . . . . . . . . . . . . . . . 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589Equity and liabilitiesEquityShare capital . . . . . . . . . . . . . . . . . . 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828 6,321,828Statutory reserve . . . . . . . . . . . . . . . — — — — 10,846 35,779Accumulated losses . . . . . . . . . . . . . . (121,085) (446,679) (1,005,800) (1,041,595) (943,985) (719,583)

Total equity . . . . . . . . . . . . . . . . . . . 6,200,742 5,875,148 5,316,027 5,280,233 5,388,688 5,638,024LiabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . — 2,496,197 4,013,438 4,214,558 3,793,102 3,371,646Provision for end of service benefits . — — 2,874 14,701 25,650 36,356Trade and other payables . . . . . . . . . 325,817 687,254 437,214 60,018 70,129 80,006License fees accruals . . . . . . . . . . . . — — 6,699 7,038 7,210 8,395Deferred revenue . . . . . . . . . . . . . . . — — 21,930 23,464 26,862 30,162

Total liabilities . . . . . . . . . . . . . . . . . 325,817 3,183,450 4,482,155 4,319,779 3,922,953 3,526,565

Total equity and liabilities . . . . . . . . 6,526,560 9,058,599 9,798,182 9,600,012 9,311,641 9,164,589

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Projected consolidated statements of comprehensive income

The table below shows our projected consolidated statements of comprehensive for the four month periodending 31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and2019.

For the4 month

period ended For the year ended 31 December31 December2014 2015 2016 2017 2018 2019

(AED thousands)

Revenue . . . . . . . . . . . . . . . . . . . . . — — 562,942 2,447,051 2,754,975 3,085,806Direct costs . . . . . . . . . . . . . . . . . . . — — (374,948) (1,578,690) (1,740,537) (1,926,159)

Gross profit . . . . . . . . . . . . . . . . . . — — 187,994 868,361 1,014,437 1,159,647General and administrative expenses . (97,162) (359,896) (682,900) (634,424) (663,223) (694,526)

Operating (loss)/income for theperiod . . . . . . . . . . . . . . . . . . . . . (97,162) (359,896) (494,906) 233,937 351,214 465,122

Interest income . . . . . . . . . . . . . . . . — 34,302 — — — —Interest expense . . . . . . . . . . . . . . . . — — (64,215) (269,732) (242,759) (215,785)

(Loss)/income for the period . . . . . . (97,162) (325,594) (559,121) (35,795) 108,455 249,336

Other comprehensive income . . . . . . — — — — — —

Total comprehensive (loss)/incomefor the period . . . . . . . . . . . . . . . . (97,162) (325,594) (559,121) (35,795) 108,455 249,336

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Projected consolidated cash flow statements

The table below shows our projected consolidated cash flow statement for the four month period ending31 December 2014 and for the year ending 31 December in each of 2015, 2016, 2017, 2018 and 2019.

For the4 month

period ended For the year ended 31 December31 December2014 2015 2016 2017 2018 2019

(AED thousands)

Cash flows from operating activitiesLoss for the period . . . . . . . . . . . . . . . (97,162) (325,594) (559,121) (35,795) 108,455 249,336Adjustment for non-cash items:Provision for end of service benefits . . — — 2,874 11,828 12,419 13,271Depreciation . . . . . . . . . . . . . . . . . . . — — 88,017 352,628 355,758 360,267Amortisation . . . . . . . . . . . . . . . . . . . — — 1,604 6,415 6,415 6,415Interest expense . . . . . . . . . . . . . . . . . — — 64,215 269,732 242,759 215,785Interest income . . . . . . . . . . . . . . . . . — (34,302) — — — —Payment of employees end of service

benefits . . . . . . . . . . . . . . . . . . . . . — — — — (1,470) (2,565)Changes in working capital:Advances to contractors and

prepayments . . . . . . . . . . . . . . . . . . (84,664) (153,560) 278,193 (2,714) (2,714) (2,714)Inventories . . . . . . . . . . . . . . . . . . . . . — — (37,034) (2,296) (5,562) (5,534)Accounts receivables . . . . . . . . . . . . . . — — (41,351) (3,009) (3,298) (5,959)Trade and other payables . . . . . . . . . . 211,949 361,436 (250,039) (377,196) 10,111 9,877License fees accruals . . . . . . . . . . . . . — — 6,699 338 172 1,185Deferred revenue . . . . . . . . . . . . . . . . — — 21,930 1,534 3,399 3,300

Net cash generated from / (used in)operating activities . . . . . . . . . . . . . 30,123 (152,020) (424,013) 221,466 726,444 842,665

Cash flows from investing activitiesExpenditures on property and

equipment . . . . . . . . . . . . . . . . . . . (216,987) (2,708,534) (4,105,832) (17,661) (63,348) (80,874)Expenditure on investment properties . (30,699) (84,455) (63,655) — (1,234) (1,907)

Net cash used in investing activities . . (247,686) (2,792,989) (4,169,487) (17,661) (64,583) (82,781)Cash flows from financing activitiesShare capital introduced . . . . . . . . . . . 4,544,615 — — — — —Proceeds from / (repayment of) bank

loan . . . . . . . . . . . . . . . . . . . . . . . . — 2,496,197 1,517,241 201,120 (421,456) (421,456)Cash transferred to a debt service

reserve account and restricted cash . — (204,866) (904) (4,394) (6,988) (7,421)Interest received . . . . . . . . . . . . . . . . — 34,302 — — — —Interest paid . . . . . . . . . . . . . . . . . . . — (127,007) (222,330) (269,732) (242,759) (215,785)

Net cash generated from / (used in)financing activities . . . . . . . . . . . . . 4,544,615 2,198,626 1,294,007 (73,006) (671,202) (644,662)

Cash and cash equivalents at thebeginning of the period . . . . . . . . . . — 4,327,052 3,580,670 281,177 411,976 402,635

Cash and cash equivalents at the endof the period . . . . . . . . . . . . . . . . . . 4,327,052 3,580,670 281,177 411,976 402,635 517,857

Supplemental cash flow information (non-cash transactions)

See ‘‘Related Party Transactions’’ for a description of non-cash contribution made or to be made by ourfounder. In addition, we reclassified AED 64 million from Advances to contractors and prepayments toIntangible assets for the year ended 31 December 2016 reflecting the anticipated commencement of parkoperations.

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PROJECTED CONSOLIDATED EBITDA AND EBITDA BEFORE OPERATOR FEE

For a discussion of the manner in which we derive EBITDA and EBITDA before operator fee, see‘‘Presentation of financial and other information—Non-IFRS information’’.

The table below shows our projected EBITDA and projected EBITDA before operator fee for each of theyears ended 31 December in each of 2016, 2017, 2018 and 2019. We do not expect to earn any revenuebefore 2016 and we only expect to earn revenue for the fourth quarter of 2016.

Year ended 31 December

2016 2017 2018 2019

(AED million)

EBITDA before operator fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (380) 706 842 972EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (402) 605 726 845

The table below sets out a reconciliation of projected EBITDA and projected EBITDA before operatorfee to projected net loss/(profit) for each of the years ended 31 December in each of 2016, 2017, 2018 and2019.

Year ended 31 December

2016 2017 2018 2019

(AED million)

Net (loss)/profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (559) (36) 108 249Depreciation, amortisation and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 371 375 380Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 270 243 216

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (402) 605 726 845Operator fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 101 116 127

EBITDA before operator fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (380) 706 842 972

COMPANY COMMENTARY ON CERTAIN PROJECTED FINANCIAL STATEMENT NUMBERS

The management commentary below should be read in conjunction with the accounting policies disclosed inour Historical Financial Information.

Consolidated statement of financial position

Property and equipment: Property and equipment includes land and development costs of capital work inprogress (CWIP) for the Project (such as design costs, rides, buildings, furniture, fixtures andinfrastructure) with costs projected to be incurred up to the end of the third quarter of 2016. Thereafter,CWIP will be transferred to the different fixed asset categories within property and equipment anddepreciation will be charged once we commence theme park operations in the fourth quarter of 2016. Thetotal cost related to property and equipment is projected to be AED 8.9 billion.

The useful life of significant components of property and equipment is as follows:

Years

Buildings and infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 - 35Rides . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 - 20Computer and office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 4Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - 7

In the years following 2016, substantial costs incurred that qualify for capitalisation in accordance withIFRS are included in the cost of property and equipment and are depreciated over the useful life of theassets concerned.

Intangible assets: Intangible assets principally comprise intellectual property licensing fees related to theProject. During the Pre-opening Period, these fees are classified as advance payments. Once the park isoperational and the intellectual property is used in the business, these advance payments will bereclassified as intangible assets and will be subject to amortisation over their useful economic life up to10 years. The total cost related to intellectual property is projected to be AED 64 million.

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Investment properties: Investment properties relate to Riverpark and comprise the buildings and landowned by us which will be leased to third parties. Riverpark is expected to become operational in thefourth quarter of 2016 at a total cost of AED 376 million. The investment properties are carried at cost inthe financial statements. The building portion of investment properties will be depreciated over its usefullife of 20-25 years commencing in the Post-opening Period.

Inventories: Inventories generally relate to retail merchandise, food and beverage products and otheroperating supplies and are stated at the lower of cost and net realisable value.

Accounts receivable: Accounts receivable generally relate to the part of revenue not collected in cash as atthe reporting date.

Advances to contractors/ trade and other payables: Advances and trade payables represent contractual assetsand liabilities for construction costs and operating expenses and, in the Pre-opening period, licensing fees.

Cash and bank balances: The Company commenced the operation of its own bank accounts in the fourthquarter of 2014. All cash transactions in the historical period up to 31 August 2014 were executed by ourfounder. As such there were no cash balances in this period. The cash balance for periods subsequent to31 August 2014 includes the cash and cash equivalents principally reflecting proceeds from the Offering in2014 and drawings under the Committed Facility in 2015 and restricted cash for items such as debtcovenant requirements.

Share capital: Our share capital includes equity contributed by our founder prior to the Offering and thetarget proceeds of the Offering. See ‘‘Business of the group—Project costs and funding—Funding’’. Aportion of the contribution was in the form of land contributed by our founder. See ‘‘Presentation offinancial and other income—Land valuation’’ for a discussion of certain land parcels transferred to us andthe valuation methodology in relation to that land.

The total share capital of the Company as of 31 December 2014 is expected to amount to AED 6.3 billion.The composition of the share capital is expected to be as follows:

Description Amount

(AED thousands)

Carry forward of share capital from 31 August 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . 300Contribution in kind—payments made by and waived by the founder in consideration

for share capital as at 31 August 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 685,828Contribution in kind—payments made by the founder on behalf of the Company in

consideration for share capital during the four month period ending 31 December2014 in relation to existing payables on the balance sheet as of 31 August 2014 . . . . 194,847

Contribution in kind—land contributed by the founder in consideration for sharecapital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 896,238

Share capital introduced—cash contributions in the Offering . . . . . . . . . . . . . . . . . . . . 4,544,615

Share capital as at 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,321,828

The carry forward of share capital from 31 August 2014 represents the share capital of the Company whichwas fully paid for at inception.

Contribution in kind—payments made by and waived by the founder represents the outstanding liabilitybalance of due to related parties of AED 686 million as at 31 August 2014 which has been waived byfounder in consideration for share capital as a contribution in kind and was reclassified at 31 August 2014as a proposed share capital increase. During the four months ending 31 December 2014, the proposedshare capital increase was reclassified to share capital as a contribution in kind. As such, the increase inshare capital to the extent of this contribution was not shown in the cash flow statement for the fourmonths period ending 31 December 2014 as this increase is a non-cash transaction which is required to beexcluded from the cash flow statement and to be disclosed separately as required by IFRS.

Contribution in kind—payments made by the founder during the four month period ending 31 December2014 represent liabilities of the Company to third parties which the founder has agreed to pay and thenwaive the outstanding due to related parties balance in consideration for share capital as a contribution inkind. As such, the increase in share capital to the extent of this contribution was not shown in the cash flowstatement for the four months period ending 31 December 2014 as this increase is a non-cash transaction

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which is required to be excluded from the cash flow statement and to be disclosed separately as required byIFRS.

Contribution in kind—land contributed by the founder represents the land contributed in kind by theCompany in consideration for the issue of share capital during the four month period ending 31 December2014 which is recorded as property and equipment and investment property as of 31 December 2014. Assuch, the increase in share capital to the extent of this contribution was not shown in the cash flowstatement for the four months period ending 31 December 2014 as this increase is a non-cash transactionwhich is required to be excluded from the cash flow statement and to be disclosed separately as required byIFRS.

Share capital introduced—share capital introduced represents the cash contributed share capital in theOffering. Out of the total share capital introduced, an amount of AED 2 billion is contributed by thefounder in cash.

Statutory reserve (or legal reserve): Statutory reserve represents the cumulative statutory reserve requiredunder UAE Companies Law (currently 10 per cent. of net profit until the statutory reserve reaches 50 percent. of the issued share capital).

Accumulated losses: Our projected negative retained earnings reflect the fact that in the period since ourincorporation on 11 July 2012 and up to the projected completion of the Project we have not generated,and do not expect to generate, any revenue but have incurred, and expect to continue to incur, certainnon-capitalised expenses. See ‘‘Historical Financial Information’’ which shows our accumulated losses in theperiod up to 31 August 2014. We expect to achieve profitable operations in accordance with IFRS in 2018and thereafter.

Borrowings: Our borrowings consist of drawings under our Committed Facility. The Projections assumethat we will commence drawing down the Committed Facility in 2015 and will commence principalrepayment in 2018. The Projections assume that the entire facility is committed before the date of theOffering.

Deferred revenue: Deferred revenue mainly comprises ticket package sales not utilised at the reporting dateand lease amounts received for future periods.

The table below shows how the total Project cost of AED 10.5 billion is reconciled with our projectedstatement of financial position at 31 December 2016 and with our projected statement of cash flows for theyear ending 31 December 2016.

At 31 December 2016

(AED thousands)

Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,786,021Advances to contractors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,050Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 374,236Depreciation for the fourth quarter of 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,017

9,258,324Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,545Amortisation for the fourth quarter of 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,604

64,149Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,005,800Net loss for the fourth quarter of 2016(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,055)Interest income(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,302

1,009,047Restricted cash as at 31 December 2015(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204,866

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,536,386

Notes:

(1) Net loss for the fourth quarter of 2016 is deducted from the accumulated losses balances as at 31 December 2016 as theCompany is projected to commence operations at the beginning of that quarter. Therefore, the net result for the quarter is notrelevant to the Company’s expenditures.

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(2) Interest income is earned on short-term bank deposits as the Company will have a cash surplus in banks during the period.However, this amount is added back to the accumulated losses balance as at 31 December 2016 as it does not offset theprojected expenditures made by the Company during the Pre-opening Period.

(3) A debt service reserve account will be established by the Company during the year ended 31 December 2015. The reserveaccount will be part of cash and bank balances in the consolidated statement of financial position throughout the projectedperiod.

Consolidated statement of comprehensive income

Revenue: Revenue comprises revenue earned from the theme parks, the hotel and Riverpark.

Direct costs: Direct costs include the cost of operations and operator fees.

General and administrative expenses: This includes the payroll, repair and maintenance and office expensesof the theme parks, hotel, Destination Management and leased assets, as well as depreciation andamortisation costs. The significant increase in 2015 is a result of salaries (recruitment) and marketingexpenses incurred before starting operations in the fourth quarter of 2016.

Interest expense: Finance costs incurred after the start of operations in the fourth quarter of 2016 arerecognised as interest expense. Qualifying finance costs incurred prior to start of operations are capitalisedin accordance with IFRS.

ASSUMPTIONS

This section summarises certain sections of the Feasibility Study relating to the assumptions and themethodology used by the Technical Expert to prepare such assumptions and the various benchmarks used.

Summary of scope and approach

The key assumptions used to prepare the Projections and the basis thereof have been based on a variety ofsources reviewed by the Technical Expert, including analysis and research by the Technical Expert,Company and founder information, UAE and other government sources, independent third party marketand other data and discussions with third-parties, including key contractual counterparties to the Project(such as the operators of the theme parks and the resort hotel). There are certain data points included inthe Feasibility Study which the Technical Expert relied solely on Company’s management to provide. Theseitems include all items related to the Pre-opening Period, including the terms of all contracts, capitalexpenditure estimates and phasing, land value, head office costs, capital structure and sources of fundingand financial statements covering the Pre-opening Period, staff numbers, and certain revenue and costassumptions. The Technical Expert discussed all assumptions with the management of the Company.

The table below summarises the Technical Expert’s scope and approach for preparing the assumptionsunderlying the Projections:

Key assumptions Technical Expert scope and approach for preparing key assumptions

• Visitor and visit figures • Reviewed previous work prepared by a third-party consultant

• Ticket prices and yields • Reviewed and analysed data from various statistical bodies,including government sources such as the UAE National• Food and beverage (F&B) and retail Bureau of Statistics (NBS), the UAE Ministry of Economy,revenue(1)DTCM, Dubai Statistics Centre (DSC), Abu Dhabi Tourismand Culture Authority (ADTCA) and Statistics Centre AbuDhabi (SCAD)

(1) Retail revenue includes revenue generated from sales of souvenir items, T-shirts, mugs, toys and other retail merchandise whichhave the logo of the theme park or certain characters associated with the theme park.

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Key assumptions Technical Expert scope and approach for preparing key assumptions

• Midway games(2) and Midway • Benchmarking of international and local theme park dataphotography(3) from public sources (company websites, annual reports, news

articles, including those related to the three majorinternational theme park groups (Walt Disney, MerlinEntertainments and Universal)) and reports prepared byindustry bodies such as AECOM Technology Corporation (aglobal engineering design firm) and International Associationof Amusement Parks and Attractions (an international tradeassociation)

• Conducted interviews with theme park operators

• Conducted interviews with key executives and management ofthe Company and the founder

• Conduct interviews with Dubai-based tour operators andhospitality providers

• Sense-checked data, as well as trend and comparison analysisof the industry

Hotel revenue and costs (Occupancy, • Reviewed previous work prepared by a third-party consultantF&B etc.) • Conducted interview with key executives and management of

the Company and the founder

• Conducted interview with contractual hotel operator

• Conducted interview with Dubai hospitality sector operators

• Reviewed international and local benchmark data from publicsources and reports

• Sense-checked the data, conducted analysis of Dubai areahotels, and updated forecast figures

Riverpark revenue and costs (lease and • Reviewed previous work prepared by a third-party consultantservice fees) • Conducted interview with key executives and management of

the Company and the founder

• Sense-checked lease rates using UAE benchmarks and refinedthe forecast figures

Staff numbers and costs • Conducted interviews with theme park operators

• Received input from key executives and management of theCompany and the founder based on budget and business plan

• Reviewed international and local benchmark data fromreports

• Sense-checked salary numbers, staff to visitor ratios andrefined the forecast figures

Direct and indirect operating costs • Reviewed previous work prepared by a third-party consultant(marketing, maintenance, selling, • Conducted interviews with theme park operators andgeneral and administrative, etc.) Company and the founder key executives and management

• Sense-checked against international benchmarks available inthe public domain and refined the figures

(2) Midway games are areas within Dubai Parks and Resorts where visitors can play classic arcade games and win prizes which requirean additional fee above the ticket price.

(3) Midway photography revenue is revenue generated from taking photos of visitors (whether novelty photos, with theme parkwalk-around characters or otherwise) and selling photos to visitors.

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Key assumptions Technical Expert scope and approach for preparing key assumptions

• IP, operator and license fees, tenure • Received and relied on information and figures on the termsof contracts of IP contracts, development costs, head office cost and other

matters from key executives and management of the Company• Capital expenditure and the founder• Land value • Received and relied on land valuation from key executives• Head office costs and management of the Company and the founder

• Debt, equity, and sources of funding • Relied on Pre-opening Period financial statements of theCompany prepared by the Company• Financial statements covering the

Pre-opening Period • No access to any Company or founder contracts

• No access to founder historical and present financialstatements, accounts or similar founder financial oraccounting information

Methodology

General assumptions

The Technical Expert’s general assumptions which form the basis of the Feasibility Study are (a) the UAEand Dubai’s continued economic prosperity; (b) Dubai’s attainment of Dubai Tourism Vision 2020; (c) thesuccessful construction and opening of Dubai Parks and Resorts in 2016; and (d) that Dubai Parks andResorts will be a high quality, well managed and world class operation.

In particular:

The UAE and Dubai will demonstrate healthy GDP growth and attain Dubai Tourism Vision 2020,including the following key factors and assumptions:

• The UAE is forecast to continue its strong economic growth in line with IMF forecasts of UAE realGDP growth at 4.7 per cent. in 2014 and between 4.4 to 4.6 per cent per year from 2015 to 2019 (source:IMF—United Arab Emirates—2014 Article IV Consultation Concluding Statement of the IMF Missiondated May 27, 2014)

• Dubai Tourism Vision 2020 aims to double its visitors from 10 million in 2012 to 20 million by 2020, inline with the Expo 2020 forecast of attracting more than 25 million visitors to Dubai

• The most significant ‘‘mega’’ projects in Dubai which have been announced will be completed withinannounced periods

• Dubai World, Nakheel, and other government and private entities will continue to make loanrepayments and manage their financial obligations from the 2008/9 crisis

• The UAE will continue to benefit from its perceived safe-haven status amid regional instability

The Project will be successfully constructed, tested and opened as per the announced schedule, includingthe following key factors and assumptions:

• The Company will incur expenditure as predicted in its budgets and the accuracy of its budgets ingeneral

• The Company will receive the forecasted required funding from private and/or public sources to fundthe anticipated Project cost (see ‘‘Business of the group—Project costs and Funding’’)

• The Company, together with the founder, with the support and oversight of their respective Boards, willbe able to complete construction of the Project

• The Company will be able to satisfy all pre-operating test and safety requirements and open as per theannounced schedule in 2016

Dubai Parks and Resorts will have high quality, well managed world class operations, including thefollowing key factors and assumptions:

• The Feasibility Study assumes that the operator contracts with Parques Reunidos, MerlinEntertainments and Marriott will be fully honoured by all parties and implemented thereby, ensuring

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high quality expert management. The Company will retain and continue to attract skilled staff at allrequired levels of operations

• Dubai Parks and Resorts will deliver world-class entertainment which reflects the stated descriptions ofthe theme parks and ride attractions

Specific assumptions

The specific assumptions and forecasts which form the basis of the Feasibility Study and the Projectionsrelate to (a) the number of visitors and visits to Dubai Parks and Resorts; (b) ticket prices and associatedrevenues; (c) consolidated operating and financing costs; and (d) capital expenditure. Each of these issummarised under a separate heading below.

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Dubai Parks and Resorts visits

The number of visits to Dubai Parks and Resorts was determined in the Feasibility Study as describedbelow.

Total addressable market

As a first step in determining future UAE theme park visits, the Technical Expert first determined the totalpotential UAE theme park addressable market (i.e. the total potential UAE theme park visitors). In orderto estimate the total UAE addressable market, the Technical Expert conducted analysis focused on threekey potential visitor segments: UAE hotel tourists, visiting friends and relatives (VFR) and UAE residentpopulation.

UAE hotel tourists

UAE hotel tourist arrivals were utilised by the Technical Expert as a proxy for general tourist visits to theUAE (excluding VFR). The Technical Expert projected future hotel tourist arrivals based on an analysis ofhistorical trends of hotel tourist arrivals sourced from the DTCM and ADTCA, among others. Accordingto the Technical Expert, hotel tourist arrivals in the UAE are projected to grow from 14.1 million in 2013 to31.2 million in 2021 representing a CAGR of 10.4 per cent. It is further assumed that Dubai’sproportionate share of UAE tourists will be 79 per cent. (78 per cent. in 2013). Dubai leisure tourists areprojected to remain constant at 79 per cent. of the total Dubai tourist arrivals with the remaining 21 percent. representing business tourists. The growth in hotel tourist arrivals between 2016 and 2021 is mainlydriven by the Expo 2020, which is forecast to attract more than 25 million visitors (although the impact ofthe Expo 2020 itself is expected to be limited to a six month period commencing at the end of 2020 andcarrying over into 2021). Overall, international hotel tourist arrivals are forecast to grow at a CAGR ofapproximately 13.4 per cent. during the period between 2017 and 2021 and to account for approximately86 per cent. of total arrivals in the UAE on an annualised basis. The remaining 14 per cent. of internationalhotel tourist arrivals comprise VFR.

The graph below summarises the forecast assumptions for hotel tourist arrivals in the UAE used by theTechnical Expert.

Graph: UAE hotel tourist forecast assumptions (millions)

14.1 15.3 16.5 17.7 18.9

CAGR: 10.4%

20.722.8

26.9

31.2

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F

Source: DTCM, DSC, ADTCA, SCAD, BMI and analysis by the Technical Expert

UAE resident population

Based on analysis by the Technical Expert and data from third-parties, the UAE population was 9.0 millionpeople in 2013 and is assumed to grow at 2.9 per cent. between 2013 and 2021 to reach 11.3 million. TheTechnical Expert analysed the UAE population based on family dynamics, income levels and location inorder to understand the propensity for the resident population to visit UAE theme parks. The FeasibilityStudy assumes that UAE nationals continue to fall in high income bands and have large families that arelikely to visit theme parks. Families represent a significant portion of residents in the UAE population withAbu Dhabi, Dubai and Sharjah accounting for 90 per cent. of the addressable population on average.Overall, the UAE has a young population with 40 per cent. of residents under the age of 35 and

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61 per cent. of the residents under the age of 45, which represents a key target customer demographic fortheme parks.

The Technical Expert adjusted the UAE resident population downwards to account for those individualsthat are not considered to have sufficient income to visit Dubai Parks and Resorts and other theme parksof its standard in the UAE. Approximately 1.2 million UAE residents (11.9 per cent. of the total UAEresident population) have been excluded from the addressable population because they earn belowAED 36,000 per annum. Residents that earn between AED 36,000 to AED 96,000 annually represent 6 percent. of the total UAE resident population and have been assumed to visit theme parks at a lower rate thanresidents within higher income brackets. However, given that there are a large number of South Asianswithin this segment—matching the target audience of Bollywood Parks—it is still possible that a higherproportion of this segment may save up to experience that park.

In addition to adjusting the UAE resident population for income levels in order to arrive at theaddressable population, the Technical Expert adjusted the UAE resident population to reflect residents’propensity to drive to Dubai Parks and Resorts based on driving distance. The Ajman population hasaccordingly been adjusted downwards by 75 per cent. while the Ras Al Khaimah, Fujairah and Umm AlQuwain resident populations have been adjusted downwards by 90 per cent. After factoring in theadjustments for income levels and the propensity to drive, the overall UAE resident population is7.0 million in 2013 and is projected to grow to 9.2 million in 2021, reflecting a CAGR of 3.5 per cent.,slightly above the long term population growth rate of 2.9 per cent. used by the Technical Expert.

The graph below summarises the UAE resident’s addressable forecast assumptions used by the TechnicalExpert.

Graph: UAE resident population addressable market forecast assumptions (millions)

7.0 7.2 7.5 7.8

CAGR: 3.5%

8.1 8.4 8.7 8.9 9.2

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F

Source: NBAS, UAE Ministry of Economy and analysis by the Technical Expert

VFR (Visiting friends and relatives)

According to the Feasibility Study, approximately 14 per cent. of tourists visit the UAE for the purpose ofvisiting friends and relatives, staying with UAE residents rather than in hotels. In order to estimate thepotential addressable VFR market, the Feasibility Study assumes, based on discussions with touroperators, surveys and information by DTCM and analysis by the Technical Expert of other data sources,that for every 10 VFR tourists, there will be approximately 4 UAE residents (0.4x factor) which accompanytheir guests on tourist activities. As such, VFR visitors are projected to grow from 2.3 million in 2013 to5.1 million in 2021 representing a CAGR of 10.5 per cent. According to the Feasibility Study, VFR visitorsrepresent approximately 10 per cent. to 11 per cent. of the total addressable population and the projectedVFR growth will largely follow the growth in visitors being driven by the Expo 2020.

The graph below summarises the VFR forecast assumptions used by the Technical Expert.

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10NOV201418460391

Graph: VFR forecast assumptions (millions)

2.3 2.5 2.7 2.9

CAGR: 10.5%

3.13.4

3.7

4.4

5.1

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F

Source: DTCM on Dubai Survey and analysis by the Technical Expert

Total addressable market

Based on the analysis of the respective visitor categories outlined above, the Technical Expert forecast theoverall theme park addressable market to grow from 23.4 million in 2013 to 45.4 million in 2021representing a CAGR of 8.6 per cent. The overall addressable market mainly comprises internationaltourists (hotel guests and VFR) who are forecast to represent approximately 80 per cent. of the45.4 million addressable market in 2021.

The graph below summarises the total UAE theme park addressable market assumptions used by theTechnical Expert.

Graph: Total UAE theme park addressable market assumptions (millions)

2013

14.1

7.0

23.4 25.0 26.6 28.4 30.1

CAGR: 8.6%

32.535.2

40.245.4

15.3

7.2 7.5

17.7

7.82.92.72.52.3

18.9

8.13.1

20.7

3.48.4

22.8

3.7

8.7

26.9

8.9

4.4

31.2

9.2

5.1

2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F

16.5

Hotel Visitors UAE residents VFR

Source: DTCM on Dubai Survey, NBS, DSC, SCAD, UAE Ministry of Economy, ADTCA, BMI and analysis by the Technical Expert

In determining the conversion of the total UAE theme park addressable market into potential UAE themepark visits (see ‘‘—Dubai Parks and Resorts visitors to visits’’ for an explanation of the difference betweenvisitors and visits), the Technical Expert examined other geographical markets to understand the themepark visit penetration rates of the local population (i.e., the local addressable population located within atwo hour drive), VFRs and hotel tourists.

The table below shows certain international theme park visit penetration rates considered by the TechnicalExpert (for residents, the table is based on total resident population rather than total addressablepopulation due to availability of data; tourist figures in the table include hotel guests and VFR).

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Table: Theme park visit penetration benchmarking

2013 PenetrationParks visits Residents Tourists Total rate (%)

(millions) (millions) (millions) (millions)

Orlando . . . . . . . . . . . . . . . . . . . . . . . . . 7 70.5 19.6 59.0 78.6 90%Hong Kong . . . . . . . . . . . . . . . . . . . . . . . 2 14.9 7.2 54.3 61.5 24%Singapore . . . . . . . . . . . . . . . . . . . . . . . . 1 3.7 5.4 15.6 21.0 18%Denmark . . . . . . . . . . . . . . . . . . . . . . . . 2 6.0 5.6 8.8 14.3 42%Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 51.4 127.3 10.4 137.7 37%

Source: AECOM, California Department of Finance, United States Census Bureau, State of Florida, OECD Library—Denmark,Department of Statistics Singapore, Statistics Bureau Japan, Japan National Tourist Organization, Tourism CommissionHong Kong, Census and Statistics Department Hong Kong, Singapore Tourism and Department of Statistics Malaysia

The Technical Expert assumed that Dubai, with its favourable demographic and tourism profile, has muchhigher potential than Denmark (42 per cent.) and Japan (37 per cent.) in terms of theme park visitpenetration. Orlando (90 per cent.), with seven of the top 25 theme parks globally, is a world-renownedtheme park destination with over 40 years of experience and therefore less comparable to Dubai which hasa relatively nascent theme park industry. Hong Kong (24 per cent.) and Singapore (18 per cent.) havelimited offerings (two and one theme parks respectively). A significant proportion of the tourists in HongKong and Singapore are business travellers with a lower propensity to visit theme parks, so these visitpenetration rates may be less comparable to visit penetration rates in the UAE. The Technical Expertassumed that the UAE theme park visit penetration would be higher considering (i) the high proportion ofleisure tourists, (ii) the demographic profile, spending habits and purchasing power of residents andtourists, (iii) a large and growing UAE tourist base and (iv) the ability of Dubai to attract visitors to itsiconic offerings.

According to the Technical Expert, the UAE, as a new theme park destination, is expected to have themepark visit penetration levels of 37 per cent. of the addressable market in 2017, eventually reaching 44 percent. by 2021.

Based on these projected theme park visit penetration levels, the total potential UAE theme park visits areprojected to grow from 7.6 million in 2013 to 19.8 million in 2021 based on the growth of the overalladdressable market as well as an increase in the theme park visit penetration rate, which is a key driver ofthe growth in theme park visits.

It is important to note that the projected potential UAE theme park visits, calculated using penetrationrates based on the benchmarked international penetration rates in the table above, should be used as areference point to gain further comfort on the actual visits assumed in the forecasts by the TechnicalExpert (as outlined in the sections below).

The graph below summarises the total UAE potential theme park visits as forecast by the Technical Expertusing assumed penetration rates of the addressable market.

Graph: Total UAE potential theme park visit assumptions (visits in millions)

7.6 8.1 9.1 10.111.2

CAGR: 12.7%

12.614.2

16.9

19.8

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F

Source: DTCM, BMI and analysis by the Technical Expert

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Existing and future UAE theme park supply (excluding Dubai Parks and Resorts)

As discussed in ‘‘Market overview’’, there is limited theme park offering in the UAE and wider GCC region.Currently there is only one operational theme park, Ferrari World, within the UAE. Ferrari Worldwitnessed total visits of over 0.8 million in 2013. In addition to Ferrari World, there are two additionaltheme parks which have been announced and may open in the medium term. According to the FeasibilityStudy, IMG, located in the City of Arabia development in Dubailand, is scheduled to begin operations in2015 with an estimated 0.8 million visits and Warner Brothers in Abu Dhabi is expected to commenceoperations in 2017 with 1.1 million visits. Overall, the Technical Expert projects the existing and projectedtheme park supply (excluding Dubai Parks and Resorts) to grow from 0.8 million in 2013 (Ferrari World)to 4.7 million in 2021 (Ferrari World, IMG and Warner Brothers). This growth is a result of new supplycoming online over time as well as projected annual growth of Ferrari World, IMG and Warner Brothersvisits at 2 per cent., 6 per cent. and 6 per cent., respectively.

The Technical Expert forecasts the total theme park visit potential in 2017 to be 11.2 million visits (basedon a theme park visit penetration rate of 37 per cent. of the addressable market) versus the actual forecasttheme park visits assumed in the business plan of 9.6 million (representing the actual visits forecast by theTechnical Expert based on existing and future theme park operations including Dubai Parks and Resorts asdescribed below) implying a theme park visit penetration rate of 32 per cent. of the addressable market.The difference between the forecast theme park visit potential (11.2 million visits) and the actual forecasttheme park visits assumed in the business plan (9.6 million visits) implies 1.6 million of additional themepark visits which could potentially be captured by Dubai Parks and Resorts. The Feasibility Study forecastthis additional visit upside to further increase to 5.6 million by 2021.

The graph below summarises the UAE theme park visit potential and the actual theme park visits assumedin the forecasts as determined by the Technical Expert.

Graph: Total UAE theme park potential visits and actual visits assumed in the forecasts (visits in millions)

1.40.8 0.9 1.83.7

10.6 11.412.8

14.2

7.6 8.1 9.1 10.1 11.2 12.6

14.2 16.9

19.8

2013 2014F 2015F 2016F 2017F 2018F 2019F 2020F 2021F

Market Visit Penetration Potential

Actual Visit Penetration assumed in Business Plan

37%

32%

44%

31%

1.6 5.6Potential visits upside (million visits)

9.6 9.57.2

4.74.5

8.3

4.34.0

6.6

3.4

6.1

2.3

Potential theme park visits Dubai Parks and Resorts theme park visits Other theme park visits

Source: Analysis by the Technical Expert.

Dubai Parks and Resorts visit forecasts

The Technical Expert forecasts visits to Dubai Parks and Resorts (excluding waterpark and theatre visits)of 6.1 million in 2017. Dubai Parks and Resorts visits are forecasted to grow at a CAGR of 11.7 per cent. to9.5 million in 2021. When the forecast Dubai Parks and Resorts visits are combined with the forecast visitsfrom existing and future theme park offerings, the implied Dubai theme park visit penetration rate in 2017and 2021 is 32 per cent. and 31 per cent. respectively.

The graph below summarises the total Dubai Parks and Resorts visit assumptions used by the TechnicalExpert in the business plan. The methodology used to determine these figures is presented below.

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Graph: Dubai Parks and Resorts theme park visits assumptions (visits in millions)

1.4

6.1 6.6 7.28.3

9.5

2016F 2017F 2018F 2019F 2020F 2021F

CAGR: 11.7%

Note: Dubai Parks and Resorts is assumed to be operational for only one quarter of 2016 and 2017 represents the first full year ofoperations; excluding waterpark and theatre visits.

Source: Tourist and UAE resident figures were derived from NBS, DSC, DTCM, ADTCA, BMI and analysis by the Technical Expert

Dubai Parks and Resorts visitors by individual theme park

The Technical Expert forecasts visits for Dubai Parks and Resorts by first forecasting visitor figures foreach park within Dubai Parks and Resorts based on the international tourist (both hotel tourists and VFR)source country and the respective nationality of UAE residents. Visitors are defined as the number ofpeople who attend a theme park or all of the parks. These assumptions were validated, updated andconfirmed through discussions with Company’s management. The visitor figures for each theme park wereestimated by assessing the propensity to visit by each of the tourists’ source countries (nationality).International tourists from source countries without equivalent theme parks were estimated to have agreater propensity to visit Dubai Parks and Resorts. For example, 10 per cent. of Saudi tourists areestimated to visit LEGOLAND Dubai compared to only 2 per cent. of tourists from the UK, given thatthere is an existing LEGOLAND (LEGOLAND Windsor) in the UK. International tourists from theIndian subcontinent were assumed to have a higher propensity to visit Bollywood Parks, See also ‘‘Marketoverview’’.

The table below summarises the top tourist market data considered by the Technical Expert.

Table: Top visitor source countries to Dubai and Abu Dhabi—2012 (percentage of visitors)

Saudi Arabia 10.5% Russia 3.0% Egypt 0.7%India 7.7% Kuwait 2.5% Philippines 0.6%UK 6.7% Oman 2.1% Jordan 0.5%US 4.4% Iran 2.0% Syria 0.4%Germany 3.2% China 2.0% Pakistan 0.4%

Source: World Travel and Tourism Council (WTTC) Travel and Tourism Economic Impact UAE, WTTC World Tourism Report, 2014and analysis by the Technical Expert

Dubai Parks and Resorts visitors to visits

Ticket and package types

Following the determination of the number of visitors to Dubai Parks and Resorts, the number of visits toDubai Parks and Resorts was calculated based on the types of packages that would be available. Thenumber of visits includes the total number of theme park entries (which can exceed the number of visitorsas a visitor who purchases a multi-park or multi-day ticket is entitled to multiple visits). Accordingly, thenumber of visits is an important assumption made by the Technical Expert in calculating in-parkexpenditure (including F&B, retail, etc.).

The Company’s Destination Management function is forecast by the Technical Expert to drive incrementalvisits based on the creation of various multi-park and multi-day packages. Package assumptions are basedon information from certain global theme park operators, input from the Company’s management andinterviews with travel agencies and tour operators. These types of tickets allow visitors to go to more thanone park or the same park many times. Therefore, this constitutes multiple visits for one visitor. TheFeasibility Study assumed that in 2017 approximately 20 per cent. of visitors will purchase these packages.Accordingly, visitors to Dubai Parks and Resorts are assumed to be able to choose between single ormulti-park packages spread over one to five days.

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The table below illustrates the different ticket types that are expected to be available and anticipated visitsper visitor based on analysis by the Technical Expert considering the factors noted above:

Ticket types Description Operator Visits per visitor

1) Non-package

Single entry, queue jumper or Single, fast-track or multiple Park operator 1annual passes for each park annual entry for visitors in each of(motiongate, LEGOLAND the theme parksDubai and Bollywood Parks)

Single entry for LEGOLAND One-time entry for waterpark Merlin Entertainments 1Dubai Waterpark visitors

Single entry for Rajmahal One-time entry for theatre Parques Reunidos 1theatre visitors

2) Combo

LEGOLAND Dubai and Single entry per visitor to Merlin Entertainments 1LEGOLAND Dubai Waterpark LEGOLAND Dubai and

LEGOLAND Dubai Waterpark

Bollywood Parks and theatre Single entry per visitor to Parques Reunidos 1Bollywood Parks and Rajmahaltheatre

3) Packages

Park hopper (with and without Access to a choice of the three Destination Management 2.4intraday bolt on) theme parks (choose 2 or choose

3) with a choice between2 - 5 days

Annual pass (multipark) Multiple access per visitor Destination Management 2.4annually across all three themeparks

Super VIP (motiongate, Entry to all three theme parks Destination Management 0.95*LEGOLAND Dubai and with VIP service and access toBollywood Parks) private lounge

Super VIP all (motiongate, Access to three theme parks and Destination Management 0.95*LEGOLAND Dubai, Bollywood associated FECs with VIP serviceParks and family entertainment and private loungecenters (FECs))

* Visits per visitor for Super VIP packages were assumed to be less than 1 as such packages are sold by the DestinationManagement function and not at the theme park level and the visitor is assumed to have access to all three theme parks.i.e., one visitor accounts for one visit per day which is then divided among the number of theme parks that visitor attends in agiven day. For example, if a visitor purchases a Super VIP package for one day only, which includes all three theme parks,each theme park would have 0.33 visits attributed to it.

Source: Disney public information, interview with park operators, International Association of Amusement Parks and Attractions(IAAPA) publications, the Company’s management and analysis by the Technical Expert.

Forecast of visits to visitors based on package type

The ratio of visits to visitors forecast by the Technical Expert in the Feasibility Study is 1.2x on average ofvisits to visitors overall based on a bottom-up approach based on analysis of types of packages that wouldbe offered. Furthermore, the Feasibility Study assumes that package visits are expected to outpace thegrowth of non-package visits based on the successful execution of the Company’ Destination Managementfunction as follows.

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Table: Total package visitors and visits, 2017F forecast assumptions

Total Totalvisitors visitsin thousands

motiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401 809LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350 710Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 610Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,051 2,129

Table: Forecast assumptions of visits by package vs. non-package

Q42016F 2017F 2018F 2019F 2020F 2021FVisits in millions

Non package . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1 4.6 4.9 5.2 5.9 6.6Package . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 2.1 2.4 2.7 3.2 3.8Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6 6.7 7.2 7.9 9.1 10.3

Source: Interviews with park operators and IP licensors, discussions with Company’s management and analysis by the TechnicalExpert

Total visits to Dubai Parks and Resorts by theme park

The projected visit figures for Dubai Parks and Resorts are analysed by the Technical Expert in theFeasibility Study in the context of the overall growth in the UAE tourism market as well as the capacity ofthe individual Dubai Parks and Resorts theme parks.

The table below summarises the projected total visit figures for Dubai Parks and Resorts estimated by theTechnical Expert.

Table: Dubai Parks and Resorts visit forecast assumptions

2017F - 2021F4Q2016F 2017F 2018F 2019F 2020F 2021F CAGR

Package visits (millions)motiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.8 0.9 1.0 1.2 1.4 15.4%LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.7 0.8 0.9 1.1 1.3 15.8%Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 0.6 0.7 0.8 0.9 1.1 15.5%Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 2.1 2.4 2.7 3.2 3.8 15.6%Non-package visits (millions)motiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5 2.3 2.5 2.7 3.0 3.4 10.4%LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.8 0.8 0.9 1.0 1.1 9.2%Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.9 0.9 1.0 1.1 1.2 7.9%Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 4.0 4.2 4.5 5.1 5.7 9.6%Park visits (millions)motiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 3.1 3.4 3.7 4.3 4.8 11.7%LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . 0.4 1.5 1.6 1.8 2.0 2.3 12.3%Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4 1.5 1.6 1.7 2.0 2.3 11.0%Total theme park visits . . . . . . . . . . . . . . . . . . . . . 1.4 6.1 6.6 7.2 8.3 9.5 11.7%LEGOLAND Dubai waterpark . . . . . . . . . . . . . . . 0.1 0.4 0.4 0.5 0.5 0.6 7.9%Rajmahal theatre . . . . . . . . . . . . . . . . . . . . . . . . . 0.0 0.2 0.2 0.2 0.2 0.3 6.9%Total park visits . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6 6.7 7.2 7.9 9.1 10.3 11.3%

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Revenue drivers and assumptions

Theme park revenue drivers and ticket prices

The theme park revenue forecasts in the Feasibility Study are driven by estimated admission ticket prices,yields and estimated non-admission spend. Key assumptions are discussed in further detail below.

Dubai Parks and Resorts 2017 ticket prices are assumed to range between AED 240 and AED 330, and areforecast to grow by 3 per cent. per annum which is broadly in line with expected UAE inflation. The ticketprice for the complementary offering of LEGOLAND Dubai Waterpark is assumed to be at a discount tothe associated theme park ticket prices.

Table: Single ticket price forecasts (AED)

2017F 2018F 2019F

motiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330 340 350LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300 309 318Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240 247 255LEGOLAND Dubai Waterpark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200 206 212Rajmahal Theatre . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245 252 260

Based on an assumed 3 per cent. inflation rate, the Dubai Parks and Resorts 2014 ticket prices in 2014price terms are assumed to range between AED 226 and AED 311. The Dubai Parks and Resorts ticketprices in 2014 price terms are in line with or below general ticket prices for local leisure and entertainmentofferings and international theme parks.

Table: Sample ticket prices (AED) for UAE leisure and entertainment offerings and internationaltheme parks

Regional International

Wild Wadi . . . . . . . . . . . . . . . . . . . . . . . . . 275 Magic Kingdom . . . . . . . . . . . . . . . . . . . . . 363Yas Waterworld . . . . . . . . . . . . . . . . . . . . . 240 Disneyland Tokyo . . . . . . . . . . . . . . . . . . . 218Aquaventure . . . . . . . . . . . . . . . . . . . . . . . 250 Disneyland Anaheim . . . . . . . . . . . . . . . . . 352Ferrari World . . . . . . . . . . . . . . . . . . . . . . 240 Epcot . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345Ski Dubai . . . . . . . . . . . . . . . . . . . . . . . . . 300 Disneyland Paris . . . . . . . . . . . . . . . . . . . . 330

Universal Studios Singapore . . . . . . . . . . . . 215LEGOLAND Malaysia . . . . . . . . . . . . . . . 161Median of top 5 theme parks globally(1) . . . 345Median of top 20 theme parks globally(1) . . . 330

Source: Company websites

(1) Calculated using CBRE, TEA/AECOM reports

Ticket / product yield assumptions

A theme park’s yield is the percentage of the headline (e.g. ‘‘standard’’ or ‘‘full’’) ticket price that a themepark actually receives once discounts and commissions have been netted off. Single ticket and multiparktickets are not sold at face value because of the discounts and commissions given to tour operators, etc.,particularly during periods of lower demand. Therefore, the Technical Expert has assumed different levelsof product yields, ranging between 70 per cent. to 80 per cent. for Destination Management level packages,and 69 per cent. for theme park-level product. Based on the Feasibility Study, it is assumed that theDestination Management entity will be set up with an intention to cross-sell and market the differenttheme park and other offerings of Dubai Parks and Resorts in order to maximise overall yields.

Non-ticket revenue assumptions

Non-ticket revenue includes the amount spent during each visit on F&B, retail (souvenir items, clothing,toys and other merchandise), Midway games (areas within a theme park where visitors can play classicarcade games and win prizes, etc.) and Midway photography (revenue from taking photos of the visitorsand selling them to the visitor).

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5NOV201412051770

The table below sets forth the projected non-ticket price revenue per capita as included in the FeasibilityStudy.

Table: Non-ticket revenue per capita

2017F 2018F 2019F

Non-ticket revenue per capitamotiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 80 83LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 86 88Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 65 67

Based on the Feasibility Study, per visit retail revenue for LEGOLAND Dubai was assumed to be thehighest amongst the three parks, which is largely based on Merlin Entertainment’s experience in existingLEGOLAND theme parks. The retail revenue for LEGOLAND theme parks is driven by the high demandfor LEGO products sold within the park. The Technical Expert has forecast retail revenue per visit formotiongate to be higher than Bollywood Parks given the higher familiarity and wider appeal of themotiongate intellectual property rights to a broader audience. Overall, non-ticket revenue is forecast togrow at 3 per cent. per year.

According to the Feasibility Study, non-ticket revenue will be driven by the high spending levels exhibitedby the Dubai Parks and Resorts visitor demographics, especially GCC nationals. According to theFeasibility Study, GCC tourists have the highest travel spend per person in the world with an average dailyspend of U.S.$2,813. In addition, tourists from India, representing the second largest visitor segment toDubai, spend U.S.$1,645 per day on average.

The graph below shows the average travel spend per person for GCC nationals in 2012.

Graph: average travel spend per person for GCC nationals (U.S.$ per day in 2012)

4,1003,360 3,280

2,6701,860 1,606

Qatar KSA UAE Kuwait Bahrain Oman

Source: Arabian Travel Market

Hotel revenue drivers

The hotel revenue forecasts in the Feasibility Study are driven by estimated rack rate, yields, occupancyand estimated F&B and other revenue. The Technical Expert has calculated RevPar (revenue per availableroom) based on an assumed rack rate, yield and occupancy. Other spend (F&B revenue and other revenuesuch as laundry, phone, etc.) has been forecast on a per guest basis.

The table below summarises the hotel revenue assumptions in the Feasibility Study. The rack rate isforecast to grow from AED 1,080 per room night in 2017 to AED 1,208 per room night in 2019. Theblended occupancy, which is implied based on the occupancy of rooms sold through each of threechannels—direct, destination management and third party tour operators—is forecast to increase from80 per cent. in 2017 to 90 per cent. in 2019. These assumptions together imply that approximately 7 percent. of Dubai Parks and Resorts visitors would stay at Hotel Lapita when visiting Dubai Parks andResorts.

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Table: Hotel revenue forecast assumptions

Revenue 2017F 2018F 2019F

AccommodationAvailable rooms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503 503 503Rack rate (AED) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,080 1,150 1,208Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80% 85% 90%RevPar (AED) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 773 881 977

Hotel other revenueaverage spend per visitF&B (AED) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138 147 155Retail (AED) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 15

Riverpark revenue drivers

The Riverpark revenue forecasts in the Feasibility Study are driven by estimated total area leased out fordining and retail outlets, lease rate per square metre and estimated service fee income. Riverparkeffectively operates like a mall with six different types of lease rates. Key assumptions are summarised inthe table below.

Table: Riverpark revenue forecast assumptions

Rental revenue 2017F 2018F 2019F

Leased out GLA (sqm) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,500 19,700 19,700Average lease rate (AED / sqm) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,693 2,731 2,812Average service fee (AED / sqm) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397 402 414

Forecast revenue

Consolidated revenue is forecast in the Feasibility Study to grow at 12 per cent. annually fromAED 2.5 billion in 2017 to AED 3.1 billion in 2019. Admission revenue represents the largest portion oftheme park (76 per cent.) revenue from 2017 to 2019.

Table: Forecast theme park revenue

PercentageTheme park revenue by category* Average of theme park(AED ‘000) 4Q2016F FY2017F FY2018F FY2019F (2017F - 19F) revenue

Tickets . . . . . . . . . . . . . . . . . 364,184 1,545,586 1,739,482 1,956,971 1,747,346 76.0%Retail . . . . . . . . . . . . . . . . . . 48,383 204,941 228,959 257,261 230,387 10.0%F&B . . . . . . . . . . . . . . . . . . . 52,843 224,391 249,609 280,437 251,479 10.9%Midway games, Midway

photography andsponsorship . . . . . . . . . . . . 14,988 62,582 71,345 78,264 70,730 3.1%

Total . . . . . . . . . . . . . . . . . . . 480,398 2,037,501 2,289,394 2,572,933 2,299,943 100%

* Revenue by category excludes revenue generated from Hotel Lapita, Riverpark and Destination Management (included intable below)

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Table: Forecast Dubai Parks and Resorts revenue

PercentageAverage of total

Total revenue by entity (AED ‘000) 4Q2016F FY2017F FY2018F FY2019F (2017F - 19F) revenue

motiongate . . . . . . . . . . . . . . . . 244,111 1,046,930 1,192,067 1,336,757 1,191,918 43.2%LEGOLAND Dubai . . . . . . . . . 121,314 498,280 562,616 634,956 565,284 20.5%LEGOLAND Dubai Waterpark . 12,563 52,521 55,952 61,640 56,704 2.1%Bollywood Parks . . . . . . . . . . . . 91,447 392,543 426,641 482,322 433,835 15.7%Rajmahal theatre . . . . . . . . . . . . 10,963 47,226 52,117 57,260 52,201 1.9%Total parks revenue . . . . . . . . . . 480,398 2,037,501 2,289,394 2,572,933 2,299,943 83.4%Hotel Lapita . . . . . . . . . . . . . . . 45,186 219,700 250,590 277,668 249,320 9.0%Destination Management . . . . . . 27,950 135,776 153,274 171,636 153,562 5.5%Riverpark . . . . . . . . . . . . . . . . . 9,408 54,074 61,716 63,568 59,786 2.1%

Total . . . . . . . . . . . . . . . . . . . . 562,942 2,447,051 2,754,975 3,085,806 2,762,610 100%

Consolidated operating cost assumptions

Overview

The Feasibility Study forecasts Project costs by each component of the Project (namely the three themeparks, resort hotel and Riverpark) which were then consolidated into specific cost categories at the overallCompany level. Each of the cost elements at each component of the Project are driven differently and arebased on information from theme park and hotel operators, prior work conducted by third partyconsultants, international and local benchmark data and interviews with key executives and management ofthe Company and the founder. Total costs comprise direct costs, overheads and operator fees, as outlinedin the table below.

Costs 4Q2016F 2017F 2018F 2019F

(AED ‘000) (% of total (AED ‘000) (% of total (AED ‘000) (% of total (AED ‘000) (% of totalrevenue) revenue) revenue) revenue)

Staff costs . . . . . . . . . 148,312 26 609,249 25 638,073 23 678,327 22Marketing costs . . . . . 59,280 11 250,617 10 278,185 10 307,586 10Cost of goods sold . . . 47,935 9 205,653 8 231,548 8 254,891 8License fees . . . . . . . . 22,566 4 94,739 4 102,098 4 114,992 4Maintenance &

cleaning . . . . . . . . . 21,262 4 93,246 4 126,164 5 165,618 5Utilities cost . . . . . . . 40,856 7 173,388 7 191,879 7 212,709 7Other operating

expenses . . . . . . . . 25,587 5 105,133 4 112,523 4 122,806 4Overheads . . . . . . . . . 49,212 9 209,511 9 232,968 8 257,240 8

Total costs . . . . . . . . . 415,011 74 1,741,535 71 1,913,438 69 2,114,169 69Operator fees . . . . . . . 22,277 4 100,708 4 115,730 4 126,562 4Total costs including

operator fees . . . . . 437,288 78 1,842,243 75 2,029,168 73 2,240,731 73

Note: The above cost summary includes costs related to Head Office operations

Staff and staff cost assumptions

Staff cost is expected to be the largest component of Dubai Parks and Resorts’ costs. Further to theTechnical Expert’s analysis, Dubai does not have a readily available temporary staff pool similar to thatavailable in the United States, Europe and Asia. Accordingly, the staff are hired on an annual basis and theassociated cost takes relatively longer to adjust to changes in revenues when compared to other variablecosts. Staff figures are forecast to increase to handle the increased number of visits in future years. TheFeasibility Study assumes that staff levels across the different theme parks are based on the overall size ofthe theme park, the type of entertainment and the manpower requirements for the respective attractions.Accordingly, motiongate, the largest theme park by size, has the highest number of staff. While BollywoodParks has fewer attractions, the large show / performance offering requires relatively higher staffing levels.Hotel Lapita and Riverpark are assumed to operate with staff levels in alignment with the overallrespective industry. In addition to staff supporting the actual theme park, hotel and Riverpark operations,there are further staff requirements to support the Company’s own operations, including DestinationManagement, Head Office and operations of communal infrastructure.

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At a consolidated level, staff costs (including head office expenses) represent on average 23.3 per cent. oftotal revenue between 2017 and 2019. Annual averages wages per employee in 2017F are estimated atAED124 thousands, AED148 thousands, AED117 thousands and AED87 thousands respectively formotiongate, LEGOLAND Dubai, Bollywood and Hotel Lapita.

Table: Staff cost assumptions

4Q2016F 2017F 2018F 2019F

Number of employeesmotiongate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,270 1,270 1,303 1,373LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673 673 713 763Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 875 875 875 900Hotel Lapita . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 654 654 654 654Riverpark—operational . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 67 67 67Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,539 3,539 3,612 3,757

Note: The above employee count excludes employees from LEGOLAND Waterpark, Rajmahal Theatre, Destination Management,Head Office and operations of communal infrastructure

Marketing cost assumptions

Marketing costs are forecast as a percentage of revenue. Marketing costs for theme parks are forecast toremain fixed at 9.5 per cent. of the respective revenue from 2016 to 2019, with such costs expected todecrease thereafter.

In addition to marketing costs incurred at the respective theme park levels, there are additional marketingcosts incurred by the Destination Management function which benefit the underlying theme parks. ForHotel Lapita, marketing costs are forecast at 4.5 per cent. of revenues from 2016 to 2019. For Riverpark,marketing cost is forecast to be a fixed annual figure which grows at 3 per cent. per year.

Cost of goods sold assumptions

The cost of goods sold for F&B, retail, Midway games and Midway photography is estimated as apercentage of their respective revenue. The total costs of goods sold averages 8.4 per cent. of total revenuefrom 2016 to 2019. The cost of retail goods sold for LEGOLAND Dubai is higher than for motiongate andBollywood Parks given the higher cost of LEGO products. As Midway games and photography areassumed to be outsourced at LEGOLAND Dubai, there is no cost associated.

Similarly, for the hotel, cost of goods sold for accommodation, F&B and other revenue are estimated as apercentage of the respective revenue.

(percentage of related revenue) 2016F 2017F 2018F 2019F

F&BAll theme parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28% 28% 28% 28%Retailmotiongate and Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35% 35% 35% 35%LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54% 54% 54% 54%Midway gamesmotiongate and Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60% 60% 60% 60%LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% 0% 0% 0%Midway photographymotiongate and Bollywood Parks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40% 40% 40% 40%LEGOLAND Dubai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% 0% 0% 0%Hotel LapitaAccommodation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4% 4% 4% 4%F&B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18% 18% 18% 18%Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20% 20% 20% 20%

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License fees assumptions

License fees for intellectual property rights are projected as a percentage of park revenue for each of thetheme parks and percentage of total revenue for Hotel Lapita, subject to a minimum guarantee in certaincases, depending on the terms of the IP agreements. At a consolidated level, license fees represent onaverage 3.8 per cent. of total revenue during the period 2016-2019.

Maintenance & cleaning

Maintenance and cleaning costs for theme parks were assumed at an average of 4.1 per cent. of totalrevenue from 2016 and 2019. During the forecast period, theme park maintenance cost is assumed at2.0 per cent. of theme park revenues, increasing to 4.0 per cent. by 2019, and Hotel Lapita maintenancecosts were assumed at 4.2 per cent. of hotel revenue. Cleaning costs are assumed at 1.5 per cent. of themepark revenues. Considering the proposed business model for Riverpark, no maintenance or cleaning costswere assumed.

Utilities cost assumptions

Utilities costs for theme parks and the hotel are forecast as 6.5 per cent. of revenue from 2016 to 2019,gradually decreasing over time until they reach a stable level of 6.0 per cent. of revenue. The relativelyhigher utility cost forecast of Dubai Parks and Resorts compared to international theme parks reflect thecosts of air conditioning given the large number of indoor attractions and the weather conditions in Dubai.

Other direct operating expenses assumptions

Other operating expenses were assumed to average 4.2 per cent. of total revenue from 2016 to 2019 anddecreasing / stabilizing over time. Other operating expenses include items such as rental, events, travel,sponsorship, call centre and miscellaneous expenses.

Forecast sponsorship costs are based on two components—a fixed cost and a variable cost. The fixedsponsorship cost is AED 1.2 million per year split between the theme parks depending on their headlineticket prices (i.e., as the most expensive park, motiongate has a higher fixed sponsorship cost). The variablesponsorship cost is 15 per cent. of the respective theme parks sponsorship revenue during the forecastperiod.

Events costs are forecast as a percentage of revenue. motiongate and LEGOLAND Dubai events costs areforecast at a fixed rate of 1.5 per cent. of revenue. Given that Bollywood Parks is expected to include moreevents-based attractions compared to the other theme parks (i.e. street performances, theatre, etc.), theFeasibility Study forecasts that Bollywood Parks events costs will be higher at 2.5 per cent. of revenue.Rental and travel costs are forecast at 0.3 per cent. of theme park revenues.

Other overheads

Other overheads include legal and professional costs, costs relating to insurance, IT and communalinfrastructure and other indirect costs. These costs include a combination of fixed and variable costs andaverage 8.5 per cent. from 2016 to 2019.

Operator fees assumptions

Operator fees for theme parks and Hotel Lapita include a fixed management fee paid to the operators forthe operation of the theme parks as well as a variable operator bonus which is linked to the achievement ofcertain targeted financial metrics.

Investment capital expenditure assumptions

Dubai Parks and Resorts will incur on-going investment capital expenditure in order to maintain existingrides and attractions as well as to develop new offerings in order to maintain the desirability of the themepark offering. This does not include up-front development capital expenditure (see ‘‘Business of thegroup—Project costs and funding’’).

Reinvestment capital expenditure has been estimated as a percentage of revenue based on internationalbenchmarks and input from the theme park operators. Reinvestment capital expenditure is expected toincrease from 1 per cent. of revenue in 2017 to a run-rate level of 8-9 per cent. of revenue from the year sixof operations (2022F) onwards.

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The table below shows reinvestment capital expenditure by theme park for each of 2017, 2018 and 2019.

2017F 2018F 2019F

(AED) (% of (AED) (% of (AED) (% ofrevenue) revenue) revenue)

motiongate . . . . . . . . . . . . . . . . . . 10,469,304 1.0% 23,841,345 2.0% 40,102,698 3.0%LEGOLAND Dubai . . . . . . . . . . . 4,982,800 1.0% 11,252,321 2.0% 19,048,670 3.0%Bollywood Parks . . . . . . . . . . . . . . 3,925,431 1.0% 12,799,242 3.0% 14,469,650 3.0%

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Merrill Corporation Ltd, London14ZCX12901