DCR Prospectus (Offering Document)

Note:- This Addendum shall be published after Book Building in all those newspapers in
which the Prospectus of Dolmen City REIT is published.
ADDENDUM
This Addendum is being published pursuant to the Prospectus of Dolmen City REIT
earlier published on Month XX, Year.
DOLMEN CITY REIT
STRIKE PRICE
OFFER PRICE
Underwriters to the Issue/Offer
S.No. No. of units Amount

Names of Underwriter
Underwritten (PKR)
(i)
(ii)
(iii)
TOTAL
Underwriting Commission (in %age):

Take up Commission (in %age), if any:
Category wise Breakup of Successful Bidders
S.No. Category No. of units provisionally allocated

1 Banks
2 High Net worth Individuals
3 Corporates
4 TREC Holders
5 Foreigners
TOTAL
Prospectus Dolmen City REIT
STATEMENT ON ISSUERS ABSOLUTE RESPONSIBILITY
The Issuer having made all reasonable inquiries accepts responsibility for the disclosures made in this
Prospectus and confirms that:
This Prospectus contains all necessary information with regards to the Issuer and REIT Scheme,
which is material in the context of the Issue and nothing has been concealed;
The information contained in this Prospectus is true and correct to the best of our knowledge and
belief;
The opinions and intentions expressed herein are honestly held;
All requirements of the Regulations relating to approvals, consents, no objection certificates,
undertakings, appointments, disclosures including detail and location of the Real Estate and transfer
thereof in the name of the Trustee have been fulfilled; and
There are no other facts and information, the omission of which makes this document as a whole or
any part thereof misleading.
For and on behalf of Issuer,
Arif Habib Dolmen REIT Management Limited
-sd-
________________________
Muhammad Ejaz
Chief Executive
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GLOSSARY OF TECHNICAL TERMS

Means the auditor of the Trust (KPMG Taseer Hadi & Co. Chartered
Auditors Accountants) appointed by the RMC in accordance with the REIT
Regulations
BR Book Runner
CDCPL The Central Depository Company of Pakistan Limited
CDS Central Depository System
CNIC Computerized National Identity Card
Commission / SECP The Securities and Exchange Commission of Pakistan
Company / Issuer / RMC Arif Habib Dolmen REIT Management Limited
CPI Consumer Price Index
Karachi Stock Exchange Limited (KSE) , Lahore Stock Exchange
Stock Exchanges
Limited (LSE) and Islamabad Stock Exchange Limited (ISE)
FX Foreign Exchange
GOP Government of Pakistan
HNWI High Net Worth Individual
Instrument Units of Dolmen City REIT having the face value of PKR 10/- each
ITO Income Tax Ordinance, 2001
KIBOR Karachi Interbank Offered Rate
LM Lead Manager(s)
Name of the REIT Scheme Dolmen City REIT
Nature of the Scheme Perpetual, Rated, Listed, Closed-end, Shariah Compliant, Rental REIT
NOC No Objection Certificate
O&M Operations and Maintenance
OMA Operations and Maintenance Agreement
Ordinance The Companies Ordinance, 1984
Par Value Means the face value of a Unit that shall be PKR 10/- each
PKR Pakistan Rupee(s)
Means written authority given by a Unit Holder to another Unit Holder
to attend the meeting of the Unit Holders, called by the RMC or Unit
Proxy Holders or Commission in accordance with the Regulations, pursuant to
the Trust Deed. Proxy shall be issued in the same manner and on the
same terms as provided in the Ordinance and the Regulations
Register Means the Register of the Unit Holders kept pursuant to the Ordinance
Means a Company (Central Depository Company of Pakistan Limited)

Registrar
appointed by the RMC for performing the Registrar Functions.
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Real Estate Investment Trust Regulations, 2015 as amended or replaced

Regulations
from time to time.
ROE Return on Equity
SCRA Special Convertible Rupee Account
TREC Trading Right Entitlement Certificate
Unit Holder means a person who is the legal owner of one or more
Unit Holder(s)
Units and whose name appears in the Register of Unit Holders
Shall mean the Units of the REIT Scheme of the par value registered
Units and issued in the name of the Unit Holder pursuant to the provision of
the Trust Deed representing undivided share in the REIT Assets
USD US Dollars
Means a company appointed by the RMC in accordance with
Valuer Regulation 7 of the repealed REIT Regulations 2008 as replaced by
REIT Regulations 2015 to value the REIT Assets.
WHT Withholding Tax
WPI Wholesale Price Index
Page 3 of 104
DEFINITIONS
Accounting Date 30th day of June in each year, provided, that the RMC may, with the
written consent of the Trustee and the approval of the SECP, change
such date to any other date, and in case of the final Accounting
Period, the date on which the money required for final distribution is
transferred to the Distribution Account
Accounting Period A period ending on, and including, an Accounting Date and
commencing, in case of the first Accounting Period, on the date on
which the REIT Assets are first transferred to the Trustee and, in any
other case, from the end of the preceding Accounting Period, i.e. 1st
day of July to 30th day of June.
Appendix 2 Appendix 2 of Chapter 5 of the Rule Book of the Karachi Stock
Exchange which relates to Issue of Shares through Book Building
and will be used as base document for issue of Units
Application Money In case of bidding for Units out of the Book Building portion, the
total amount of money payable by a successful Bidder which is
equivalent to the product of the Strike Price and the number of Units
to be allotted.
AND
In case of application for subscription of Units out of the general

public portion, the amount of money paid along with application for
subscription of Units which is equivalent to the product of the Issue
Price and the number of Units applied for.
Auditor of the REIT Scheme KPMG Taseer Hadi & Co. Chartered Accountants
Authorized Investment An investment in Real Estate approved by the Commission and other
Assets as specified by the Commission under the REIT Regulations.
Bank An institution(s) providing banking services under the Banking
Companies Ordinance, 1962, or any other regulation in force for the
time being in Pakistan, or if operating outside Pakistan, under the
banking laws of the jurisdiction of its operation outside Pakistan.
Bank Accounts Bank accounts maintained with a Bank, the beneficial ownership of
which vests in the Unit Holders of the REIT Scheme.
Bid An indication to make an offer during the Bidding Period by a
Bidder to subscribe to Units of the Dolmen City REIT at a price
within the price band, including all the revisions thereto.
Bid Amount The total amount of the Bid which is equivalent to the product of the
Bid price and the number of Units bid for.
Bid Collection Centre Pre-determined places where applications for bidding of Units are
collected by the Book Runner on behalf of the Issuer and may
include offices of corporate brokerage houses, scheduled banks,
development financial institutions and investment finance
companies, subject to appointment of these institutions as agent by
the Book Runner through an agreement in writing for the purpose,
with the consent of the Issuer. For this Issue, addresses of the Bid
collection centers are provided at paragraph 3.5(b) (xv).
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Bidder Any eligible prospective investor who makes a Bid pursuant to the
terms of the Prospectus and the Bidding Form.
Bidding Form The form prepared by the Issuer for the purpose of making Bids
which will be considered as an application for subscription of Units
out of the Book Building portion.
Bidding Period The period during which Bids for Units of the Scheme shall be made
by institutional and HNWI Investors. The Bidding Period shall be
June 08, 2015 to June 09, 2015 (Both days inclusive) (from 9:00
a.m. to 5:00 p.m.).
Bonus Units The Units issued on distribution of the distributable income, in the
form of stock dividend.
Book Building A mechanism of price determination through which indication of
interest for subscription of Units issued by the Issuer is collected
from institutional and HNWI Investors. Through this process a book
is built which gives an idea of demand for the Units at different price
levels. The Strike Price is determined based on the price at which
demand for Units at the end of Book Building period is sufficient to
raise the required amount.
Book Building Account An account opened by the Issuer with the Collection Bank(s). The
Bidder will pay the Margin Money/Bid Amount through demand
draft, pay order or online transfer in favor of this account as per the
instructions given in paragraph 3.11 and the balance of the
Application Money, if any, shall be paid through this account after
successful allocation of Units under Book Building.
Book Runner Aba Ali Habib Securities Private Limited
Securities defined as Eligible Securities as mentioned in Central

CDS Eligible Security
Depository Act and Regulations
Legal Advisor Mohsin Tayebaly & Co., Advocates & Corporate Legal Consultants
Company/ Issuer / RMC Arif Habib Dolmen REIT Management Limited
Constitutive Documents Trust Deed, the Offering Document and other material agreements
governing the formation, management or operation of the Trust.
Distribution Accounts The Bank Account, which may be current, saving or deposit account,
maintained by the Trustee with a Bank, approved by the RMC, in
which the amount required for the distribution of dividend to the
Unit Holders shall be transferred.
Dutch Auction Method The method through which the Strike Price is determined. Under this
method, all the bids are arranged in descending order along with the
number of Units bid for at each price level and the cumulative
number of Units bid for. The strike price is determined by lowering
the price to the extent that the total Units the Issuer intends to Issue
through the Book Building process are subscribed.
Duties and Charges In relation to any particular transaction or dealing all stamps and
other duties, taxes, Government charges, brokerage, bank charges,
transfer fees, registration fee and other duties and charges, be it in
connection with the transfer of the REIT Assets in favour of the
Trustee.
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General Public All Individual and Institutional Investors including both Pakistani
(residents & non-residents) and foreign investors.
High Net worth Individual Individual investor who bids for Units of the value of PKR
(HNWI) 1,000,000/- or above.
Institutional Investors Both local and foreign Institutional Investors.
Investment Any Authorized Investment forming part of the REIT Assets.
Issue Issue of 555,925,000 Units of Dolmen City REIT scheme (25% of
the total REIT Fund) having Face Value of PKR 10/- each.
Book Building Portion of the Issue comprises of 416,943,750 Units

(75% of the total Issue) at a Floor Price of PKR 10/- per unit.
General Public Portion of the Issue comprises of 138,981,250 Units

(25% of the total Issue) at the Issue Price
Issue Price The price at which Units of the Dolmen City REIT scheme are
issued to the General Public. The Issue Price is the Strike Price.
Lead Manager Arif Habib Limited
Limit Bid The Bid for a specified number of Units at the limit price.
Limit Price The maximum price a prospective institutional or HNWI investor is
willing to pay for Units under the Book Building process.
Margin Money The partial or total amount, as the case may be, paid by a Bidder at
the time of making a Bid.
In case of bids by the institutional investors it is 25% of the Bid
Amount and in case of bids by HNWI investors it is 100% of the Bid
Amount.
Name of REIT Scheme Dolmen City REIT
Net Assets Net Assets means difference between value of assets and liabilities
of a REIT Scheme as given in the balance sheet at any given date
Prospectus/Offering Document The Prospectus containing all the information and disclosures as
required under the Companies Ordinance, 1984 and Schedule IV of
the Regulations. It is approved by the Commission under Chapter 7
of the Regulations and section 57 (1) of the Companies Ordinance,
1984 and circulated to the Institutional and HNWI Investors for the
Book Building Process and to the General Public for subscription of
retail portion along with dates for Book Building, IPO and date of
publication of Prospectus.
Project Project means Real Estate (Dolmen City Mall and Harbour Front
building as approved by SECP) on a single or multiple sites having
exclusive ownership, lease, utilities, and easement rights in
accordance with law;
Property Manager Dolmen Real Estate Management (Pvt.) Limited
A company appointed by the RMC to manage the Real Estate of

Dolmen City REIT
Property Valuer National Engineering Services Pakistan (Pvt.) Limited NESPAK
Page 6 of 104
Rating Agency JCR-VIS Credit Rating Company Limited JCR-VIS

Regulations The Real Estate Investment Trust Regulations 2015, as amended or
replaced from time to time.
REIT Assets REIT Assets means all Real Estate and other assets moveable or
immoveable of a REIT Scheme acquired in the name of Trustee of a
Scheme including Investment and all income, profit and other
benefits arising there from, including (without limitation) cash and
other movable and immovable assets of every description for the
time being held or deemed to be held upon trust by the Trustee for
the benefit of the Unit Holders pursuant to the Trust Deed but does
not include any amount standing to the credit of the Distribution
Account.
REIT Fund The monetary value of a REIT Scheme, at the time of its
establishment, raised through issuance of REIT Units which shall be
equal to the acquisition value of Real Estate together with all taxes
and charges attached with the transfer of such Real Estate.
Rental REIT Scheme A REIT Scheme established with the object of making investment in
industrial, commercial or residential Real Estate with the purpose of
generating rental income from it.
Reporting Currency Base Currency means the Pakistani Rupee in which financial
reports are presented.
Rules The Non Banking Finance Companies (Establishment and
Regulation), Rules, 2003, as amended or substituted from time to
time.
RR1 Funds rated in the RR1 category are judged by JCR-VIS Credit
Rating Agency, to be of highest investment quality. Assurance of
returns over the foreseeable horizon is excellent.
SECP or Commission The Securities and Exchange Commission of Pakistan
Shariah Advisor Mufti Muhammad Ibrahim Essa (Fazil Jamiah Darool Uloom,
Karachi)
Shariah Compliance Certificate Dolmen City REIT has been awarded by the Certificate of Shariah
Compliant by the Shariah Advisor
Shariah Compliant Means any activity that is in accordance with the Islamic Shariah
Shariah or Islamic Shariah Means divine guidance as given by the Holy Quran and the Sunnah
of Prophet Muhammad (PBUH) and embodies all aspects of the
Islamic faith, including beliefs, practices, rules and principles
Special Resolution A resolution which has been passed by a majority of not less than
three-fourth of such Unit Holders entitled to vote as are present in
person or by proxy at a general meeting of which not less than
twenty-one days notice specifying the intention to propose the
resolution has been duly given.
Step Bid A series of limit price bids at increasing prices. In case of step bid
the amount of any step bid shall not be less than PKR 250,000/-
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Strategic Investor Strategic Investor means a person or a group of persons who

undertake(s) to hold investment free of encumbrances in a REIT
Scheme, as specified in REIT Regulations till its winding up or any
person who replaces him;
Strike Price The price of unit determined/discovered on the basis of Book
Building process in the manner provided in Chapter 5 of the Karachi
Stock Exchanges Rule Book at which the Units are Issued to the
successful Bidders. The Strike Price will be disseminated on the next
day of conclusion of Book Building through widely circulated
national news papers and also posted on the websites of Stock
Exchanges, Advisor, Book Runner and Issuer.
Trust, Fund, Closed-end REIT, Means the Dolmen City REIT constituted by the Trust Deed, as a
Scheme or Closed-end Trust closed end Rental REIT Scheme, Units of which will be traded at
Karachi Stock Exchange, Lahore Stock Exchange and Islamabad
Stock Exchange after formal listing.
Trustee Central Depositary Company of Pakistan Limited CDC
Unit Registrar Central Depositary Company of Pakistan Limited CDC
Units Units of Dolmen City REIT scheme having face value of PKR10/-
each, unless otherwise specified in the context thereof.
Page 8 of 104
TABLE OF CONTENTS
1 INTRODUCTION .......................................................................................................................... 10
2 APPROVAL AND LISTING ON THE STOCK EXCHANGE ................................................. 11
3 BOOK BUILDING PROCEDURE ............................................................................................... 22
4 REIT SCHEME AND RELATED MATTERS............................................................................ 36
5 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ................ 48
6 HISTORY, PROSPECTS AND RISK FACTORS ...................................................................... 50
7 CRITICAL SUCCESS FACTORS & INDUSTRY REVIEW ................................................... 70
8 FINANCIAL INFORMATION ..................................................................................................... 79
9 MANAGEMENT OF THE COMPANY ...................................................................................... 86
10 MISCELLANEOUS INFORMATION ........................................................................................ 95
11 APPLICATION AND ALLOTMENT INSTRUCTIONS .......................................................... 99
12 BIDDING FORM OF ARIF HABIB DOLMEN REIT MANAGEMENT LIMITED ........... 103
13 SIGNATORIES TO THE PROPECTUS ................................................................................... 104
The abridged Business Plan and abridged Valuation report are appended at the end of
this Prospectus.
Page 9 of 104
PART 1
1 INTRODUCTION
Arif Habib Dolmen REIT Management Limited (RMC) has included The Harbour Front and Dolmen
City Mall Buildings (together referred to as subject commercial real estate); which have been
transferred by International Complex Projects Limited to CDCPL, as the trustee vide a registered
Indenture of Sub Lease dated May 22, 2015 in a Perpetual, Rated, Listed, Closed end, Shariah
Compliant, Rental REIT scheme, by the name of Dolmen City REIT (DCR); with the objective of
generating rental income for Unit holders. The REIT Scheme will be of PKR 22.237 billion.
Dolmen City REIT (DCR) is registered by the Securities and Exchange Commission of Pakistan on
May 29, 2015 and its Trust Deed is registered on January 20, 2015.It operates under its registered
Trust Deed executed between Arif Habib Dolmen REIT Management Limited (AHDRML), as the
REIT Management Company and Central Depositary Company of Pakistan Limited (CDCPL), as the
Trustee; and is governed under the Regulations, promulgated and amended from time to time by the
Securities and Exchange Commission of Pakistan.
1.1. DISCLOSURE OF RELATED PARTY TRANSACTION AS PER REGULATION 30(3) OF

THE REGULATIONS
Name of the Related Transaction Transaction Consideration

Party Value Agreed
International Complex The REIT Scheme, PKR 22 Billion The sale is partially in
Projects Limited Dolmen City REIT (Refer to section consideration of Units of
(ICPL or the acquires the SECP 6.3.2 Heading Dolmen City REIT and
Strategic Investor) approved real estate Transaction partially in cash. 75% units
from ICPL Value) have been issued to ICPL in
lieu of real estate and the
remaining 25% will be paid
from IPO proceeds. (Refer to
section 6.3.3.2 Heading
Features of Dolmen City
REIT)
Page 10 of 104
PART 2
2 APPROVAL AND LISTING ON THE STOCK EXCHANGE
2.1. APPROVAL OF SECP FOR REAL ESTATE UNDER REGULATION, 6 OF THE REPEALED
REIT REGULATIONS, 2008 (NOW REGULATION, 4 OF THE REGULATIONS)
Approval of the Real Estate for DOLMEN CITY REIT scheme was obtained from Securities &
Exchange Commission of Pakistan (hereinafter referred to as the SECP or the COMMISSION)
under Regulation 6 of the repealed REIT Regulations 2008 (Now REIT Regulations 2015) vide letter
No.SCD/PRDD/AHDRML/DCPK/2014/05, dated July 11, 2014, subject to compliance by RMC to
certain conditions.
2.2. SECPS APPROVAL OF NAME OF REIT, NAME OF TRUSTEE, BUSINESS PLAN AND
DRAFT TRUST DEED UNDER REGULATION, 7 OF THE REPEALED REIT
REGULATIONS, 2008 (NOW REGULATION, 4 OF THE REGULATIONS)
Under Regulation 7 of the repealed REIT Regulations 2008 (Now REIT Regulations 2015), approval
of the Name of REIT Scheme as DOLMEN CITY REIT and Name of the Trustee Central
Depository Company of Pakistan Limited was obtained from SECP vide SECPs letter No.
SCD/PRDD/AHRML/DCPL/2013/591 dated January 01, 2014 and approval on the Business Plan
and Draft Trust Deed was obtained from SECP vide SECPs letter No.SCD/ PRDD/AHDRM/
Dolmen Reit/58 dated January 13, 2015.
The Business plan can be downloaded from:

www.arifhabibdolmenreit.com
The Trust Deed can be downloaded from:
www.cdcpakistan.com
The Valuation Report can be downloaded from:
2.3. APPROVAL OF SECP FOR THE REGISTRATION OF DOLMEN CITY REIT UNDER
REGULATION, 9 OF THE REGULATIONS
Approval of the Registration of DOLMEN CITY REIT has been obtained from SECP under
Regulation 9 of the Regulations vide letter No.SEC/NBFC/DC/75/2015/47 dated May 29, 2015.
2.4. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN UNDER

SECTION 57(1) OF THE ORDINANCE
Approval of the SECP as required under section 57(1) of the Ordinance has been obtained by the
Issuer for the issue, circulation and publication of this document (hereinafter referred to as the
Prospectus)
2.5. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN UNDER

REGULATION 12(7) OF THE REGULATIONS
Approval of the SECP as required under Regulation 12(7) of the Regulations, has been obtained by
the Issuer for the issue, circulation and publication of this document (hereinafter referred to as the
Prospectus)
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DISCLAIMER:
IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP

DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE
SCHEME AND/OR RMC AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE
CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED
WITH REGARDS TO THEM BY THE ISSUER OR THE TRUSTEE IN THIS
PROSPECTUS.
SECP HAS NOT EVALUATED THE QUALITY OF THE ISSUE AND ITS APPROVAL
FOR ISSUE, CIRCULATION AND PUBLICATION OF PROSPECTUS SHOULD NOT BE
CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS
SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS
REGARDING THE QUALITY OF THE ISSUEBEFORE BIDDING / SUBSCRIBING.
IT MUST BE UNDERSTOOD THAT ACCEPTANCE OF ANY DOCUMENT

ENUMERATING THE VALUE OF THE REAL ESTATE OR ANY REIT ASSETS OR ANY
APPROVALS OR ANY PERMISSIONS GRANTED BASED ON SUCH DOCUMENTS OR
INFORMATION OR PROJECTIONS SHALL NOT BE CONSTRUED AS AN
ENDORSEMENT BY THE COMMISSION OF THE ACCURACY OF SUCH DOCUMENT,
INFORMATION, VALUATION OR PROJECTIONS.
IT MUST BE UNDERSTOOD THAT THE APPROVAL OF REAL ESTATE HAS BEEN

GRANTED SOLELY ON THE BASIS OF DOCUMENTS PROVIDED BY RMC TO
COMMISSION AND THAT SUCH SANCTION OF THE COMMISSION SHALL NOT
DEEM TO GRANT OR EXTINGUISH ANY RIGHT OF ANY PERSON AND NO SUIT
PROSECUTION, PROSECUTION OR OTHER LEGAL PROCEEDINGS CAN BE
INITIATED AGAINST THE COMMISSION OR EMPLOYEE OF THE COMMISSION.
2.6. CLEARANCE OF THE PROSPECTUS BY THE STOCK EXCHANGES
The Prospectus has been cleared by the Karachi Stock Exchange Limited (KSE), Lahore Stock
Exchange Limited (LSE) and Islamabad Stock Exchange Limited (ISE) (collectively referred to
as Stock Exchanges) in accordance with the requirements of its Listing of Companies and
Securities Regulations.
DISCLAIMER:
THE STOCK EXCHANGES HAVE NOT EVALUATED THE QUALITY OF THE

ISSUE, AND ITS CLEARANCE SHOULD NOT BE CONSTRUED AS ANY
COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT
THEIR OWN INDEPENDENT INVESTIGATION AND ANALYSIS REGARDING THE
QUALITY OF THE ISSUEBEFORE BIDDING AND SUBSCRIBING.
THE PUBLICATION OF THIS PROSPECTUS DOES NOT REPRESENT

SOLICITATION BY THE STOCK EXCHANGES.
THE CONTENTS OF THIS PROSPECTUS DO NOT CONSTITUTE AN INVITATION

TO INVEST IN UNIT OR SUBSCRIBE FOR ANY SECURITIES OR OTHER
FINANCIAL INSTRUMENT BY THE STOCK EXCHANGES, NOR SHOULD IT OR
ANY PART OF IT FORM THE BASIS OF, OR BE RELIED UPON IN ANY
CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF
THE STOCK EXCHANGES.
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IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE

CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY THE STOCK
EXCHANGES AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC
ADVICE.
THE STOCK EXCHANGES DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY

LOSS HOWEVER ARISING FROM OR IN RELIANCE UPON THIS PROSPECTUS TO
ANY ONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO,
INACCURACIES, INCOMPLETENESS AND/OR MISTAKES, FOR DECISIONS
AND/OR ACTIONS TAKEN, BASED ON THIS PROSPECTUS.
THE STOCK EXCHANGES NEITHER TAKES RESPONSIBILITY FOR THE

CORRECTNESS OF CONTENTS OF THIS PROSPECTUS NOR THE ABILITY OF
THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER.
ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE

SOUGHT BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.
2.7. VETTING BY SHARIAH ADVISOR

SHARIAH ADVISOR HAS REVIEWED THE STRUCTURE AND DOCUMENTATION
INCLUDING THIS PROSPECTUS OF THE DOLMEN CITY REIT AND HE HAS
ISSUED SHARIAH COMPLIANCE CERTIFICATE IN FAVOUR OF DOLMEN CITY
REIT. THE CERTIFICATE IS GIVEN AT 4.20 UNDER HEADING OF INVESTMENT
RATIONALE.
2.8. FILING OF PROSPECTUS AND OTHER DOCUMENTS WITH THE REGISTRAR OF

COMPANIES
The RMC has filed, with the Registrar of Companies, Companies Registration Office (CRO)
situated in Karachi, as required under Sections 57(3) and (4) of the Ordinance, a copy of this
Prospectus signed by authorized signatories of the Issuer, together with the following documents
attached thereto:
a) License to carry out REIT Management Services issued by the Commission dated March 13,
2014, having license No. SCD/PRDD/REIT/AHDRML/01/2014 under NBFC Rules.
b) The Commission letter No SCD/PRDD/AHRML/2013/591, dated January 01, 2014, for the
approval of the name of the proposed REIT Scheme and Appointment of Trustee under repealed
REIT Regulations, 2008 (now REIT Regulations 2015)
c) The Commission letter no. SCD/PRDD/AHDRML/DCPK/2014/05, dated July 11, 2014,for
approval of Real Estate under Regulation 6 of the repealed REIT Regulations 2008 (now REIT
Regulations 2015)
d) The Commission letter no SCD/PRDD/AHDRML/Dolmen Reit/58, dated January 13, 2014, for
approval of Business Plan and Trust Deed under Regulation 7 of the repealed REIT Regulations
2008 (now REIT Regulations 2015)
e) Certificate of Shariah Compliance of Dolmen City REIT by the Shariah Advisor
f) Consent of the Auditor, Legal Advisor, Bankers to the Issuer, Trustee, Property Manager,
Ballotter and Transfer Agent, Directors, Secretary and Chief Executive of the RMC to their
respective appointments and having been named and described as such in the Prospectus
g) Copies of material contracts and agreements this Prospectus as required under Section 57(4) of
the Ordinance.
h) Written confirmations of the Legal Advisor to this Issue and Bankers to this Issue, mentioned in
this Prospectus consenting to act in their respective capacities, as required under Section 57(5) of
the Companies Ordinance, 1984.
Page 13 of 104
i) Written consents of the directors, the chief executive and the Company secretary of the
Company, who have consented for their respective appointments being made and having been
named or described as the directors, chief executive and Company secretary in the Prospectus, as
required under Section 57(3) of the Ordinance, read with sub-clause (1) of clause (4) of Section
1 of Part 1 of the Second Schedule to the Ordinance.
2.9. LISTING ON THE KSE, LSE AND ISE
Application has been submitted to KSE, LSE and ISE for permission to deal in and for quotation of
the UNITS of the DOLMEN CITY REIT scheme.
If for any reason the application for formal listing is not accepted by the Stock Exchanges, the Issuer
undertakes that a notice to that effect shall be immediately published in the press, and thereafter the
Issuer undertakes to refund the Application Money to the applicants within eight days as required
under the provisions of Section 72 of the Ordinance. If any such money is not refunded within eight
days after the Issuer becomes liable to refund it, the Issuer shall be liable to refund from expiration of
the said eighth day together with surcharge at the rate of 1.50% per month as required under Section
72 of the Ordinance. However as per Shariah guidelines, any over and above amount received as
surcharge is not Shariah compliant income, therefore, the Issuer hereby advises the unsuccessful
applicants to donate the same for charitable purposes.
2.10. CONDITIONS IMPOSED BY THE SECP WHILE GRANTING THE LICENSE TO CARRY
OUT REIT MANAGEMENT SERVICES TO THE ARIF HABIB DOLMEN REIT
MANAGEMENT LIMITED (THE COMPANY)
SECP has renewed the license of Arif Habib Dolmen REIT Management Limited to carry out REIT
Management Services under Rule 5 of the Rules vide License No. SCD /PRDD/REIT/ AHDRML/01
/2014 dated, March 13, 2014, subject to the following conditions stated herein below or as may be
prescribed or imposed hereafter by SECP:
1. Arif Habib Dolmen REIT Management Limited and the REIT Schemes under its
management shall comply with the Companies Ordinance, 1984, the Rules, Real Estate
Investment Trust Regulations, 2015 (as amended or replaced) and any directives, circulars,
codes, notifications and guidelines issued by the Commission to regulate the business of
REIT Management Services;
2. Arif Habib Dolmen REIT Management Limited shall submit annual, half yearly, quarterly or
such other reports as specified in the applicable laws; and
3. The license is valid for a period of three years w.e.f. September 03, 2013 and shall be
renewable every three years as specified in the Rules.
2.11. OBLIGATIONS OF THE RMC:
Following are the obligations of the RMC as per Real Estate Investment Trust Regulations, 2015:
(1) An RMC shall:
(i) conduct due diligence to certify and ensure that the title to the Real Estate to be acquired
for the purposes of the REIT Scheme is free from all defects, encroachments and
encumbrances, etc. except to the extent specified in the Regulations;
(ii) ensure that the REIT assets are vested in the name of Trustee for the benefit of Unit
Holders of a REIT Scheme;
(iii) arrange transfer of Real Estate approved by the Commission in the name of Trustee of the
REIT Scheme;
(iv) ensure that all material contracts, including agreement for purchase of Real Estate, rental
agreements, service providers agreements entered into for furtherance of the objects of the
Page 14 of 104
REIT Scheme are legitimate, valid, binding ,Shariah compliant and enforceable by or on
behalf of the Trustee in accordance with the stipulated terms of such contracts and
agreements and wherever relevant are backed by performance bonds and bank guarantees
and contingency plans;
(v) ensure that a REIT Scheme does not comprise of more than one Project and that the trust
deed provides for this restriction;
(vi) manage the REIT Scheme in the best interest of Unit Holders, in accordance with the Trust
Deed and all applicable laws, rules, regulations including notifications, circulars, guidelines
and directives issued thereunder;
(vii) with the consent of the Trustee, appoint a Development Advisor in the case Developmental
REIT and a Property Manager in the case of Rental REIT;
(viii) ensure that the REIT Scheme is dissolved only after the disposal of the Real Estate;
(ix) ensure that the Trust Deed is in accordance with Schedule II of repealed REIT Regulation
2008, (now Schedule I of the Regulations) and provides for the time and modality of
extinguishment of the REIT Scheme and the manner in which the proportionate shares of
the sale proceeds shall be transferred to Unit Holders;
(x) ensure that profits arising out of the REIT Scheme are distributed to the Unit Holders as
dividends and that the Trust Deed and offering document provide for the same;
(xi) ensure that Units are listed in accordance with the listing regulations of the stock exchanges
and the Trust Deed provides for the same;
(xii) ensure that running bills in respect of payments made on account of a Project are
countersigned by the Development Advisor or the Property Manager, as the case may be;
(xiii) carry out all transactions involving REIT Scheme managed by it on an arms length basis;
(xiv) arrange insurance / Takaful coverage in relation to the Real Estate and comply with all
requirements of the Commission in this behalf;
(xv) be responsible for development, refurbishment, sale and renting of the Real Estate
according to the Business Plan;
(xvi) obtain written approval of the Commission before issuing units and making a public offer
of the Units;
(xvii) issue units of the REIT fund under these Regulations;
(xviii) ensure that the issue and transfer of the Units is carried out, after registration of the REIT
Scheme, in accordance with provisions of the trust deed and offering document and as per
any directions, guidelines and circulars issued by the Commission;
(xix) ensure that the Offering Document contains summary information of the valuation report
and the Business Plan of the REIT scheme;
(xx) maintain the Register of Unit Holders or appoint an agent for the purpose and comply with
Schedule V of REIT Regulations, 2015;
(xxi) obtain the written approval of the Commission before delegating one or more of its
functions in relation to the REIT Scheme and comply with Schedule V of REIT
Regulations, 2015;
(xxii) ensure that in cases where the RMC delegates any of its functions, the delegated person has
sufficient experience and financial resources to carry out the delegated function and comply
with Schedule V of REIT Regulations, 2015;
(xxiii) be responsible for the acts, omissions, defaults and negligence of all persons, along with
resultant losses, to whom it delegates any of its functions;
(xxiv) maintain at its registered office proper books of account and record of the activities
undertaken in connection with the REIT Scheme in order to enable a true and fair view to
be formed of the,-
(a) REIT assets and liabilities;
Page 15 of 104
(b) profit and loss accruing on account of operation of the REIT Scheme;
(c) transactions undertaken with respect to the REIT Scheme;
(d) amounts received in respect of issue of Units;
(e) pay-outs, if any, by way of distributions to the Unit Holders;
(xxv) within four (4) months of close of the financial year prepare, and transmit to the Unit
Holders, the Trustee, the Commission and the stock exchange(s) on which the Units of a
REIT Scheme are listed, the balance sheet, profit and loss statement, cash flow statement
and statement of the movement in NAV along with the report of the Trustee, the report of
the auditor or Shariah Auditor (if available), report of Shariah Adviser (wherever relevant)
the valuation report of the Real Estate and any other document as specified by the
Commission;
(xxvi) prepare and transmit to the Unit Holders, the Trustee, the Commission and the stock
exchange(s) on which the Units are listed, within one (1) month of the close of the first and
third quarter and two (2) months of the close of second quarter of the financial year
of the REIT Scheme, a balance sheet of the REIT Scheme as at the end of that quarter along
with profit and loss statement, a cash flow statement and a statement of changes in NAV:
Provided that the Commission may, subject to such conditions as it may consider
necessary, allow an RMC to transmit the accounts to the Unit Holders by placing them on
its website;
(xxvii) preserve books of account of a REIT Scheme for at least five (5) years after the
extinguishment or revocation of the REIT Scheme;
(xxviii) with the consent of the Trustee appoint an auditor or Shariah Auditor for the REIT Scheme;
(xxix) obtain rating for itself and for the REIT Scheme as per the rating criteria of a rating
company and such rating shall be updated annually, or at such other time as may be
specified by the Commission;
(xxx) publish rating of a RMC and REIT Scheme in the annual and quarterly accounts and
publish in all advertising and marketing materials of the REIT Scheme;
(xxxi) furnish in respect of a REIT Scheme, to the Commission and the stock exchange(s) on
which the Units are listed, such information within such time as the Commission may
specify;
(xxxii) ensure that a director immediately vacates his position if he becomes disqualified as per the
Fit and Proper Criteria and inform the Commission of such compliance;
(xxxiii) before making any major change in the Business Plan of the REIT Scheme ensure that it
has:
(a) informed the Commission in writing and
(b) obtained approval of the Unit Holders through a Special Resolution, if directed by the
Commission:
(xxxiv) cause to happen a determination of the NAV of the REIT Assets on quarterly basis;
(xxxv) ensure that it conforms to the provisions of the Code of Corporate Governance;
(xxxvi) maintain adequate financial, technical, organizational and human resources, and employ
appropriate systems, procedures, processes and personnel to provide REIT Management
Services in a proper and efficient manner on an on-going basis;
(xxxvii) maintain satisfactory controls and written compliance procedures which address all
applicable regulatory requirements;
(xxxviii) pay or arrange to pay such non-refundable application fees as specified in the relevant
Schedule III;
(xxxix) hold units acquired as strategic investment as specified in these Regulations or such higher
per cent of units of a REIT Scheme, as the Commission may specify, and such units shall
Page 16 of 104
be held with the Central Depository Company of Pakistan Limited (CDC) in an account
marked as blocked and shall not be sold, transferred or encumbered throughout the life of
the REIT Scheme without prior written approval of the Commission;
(xl) appoint Valuer in consultation with trustee of the REIT Scheme and inform the
Commission within two (2) working days of such appointment;
(xli) prepare marketing material, advertisements and invitations to invest in REIT units with
appropriate disclaimers as approved by the Commission in relation to REIT Scheme;
(xlii) arrange transfer of real estate to the REIT Scheme as per binding purchase agreement;
(xliii) in case of a Shariah compliant REIT Scheme, obtain clearance from the Shariah advisor in
respect of all documents, investments, borrowing, trust deed, sub-lease deed, binding
purchase agreement, tenancy agreements, etc.;
(xliv) solicit all monies only in the name of Trustee of a REIT Scheme; and
(xlv) issue Units for cash consideration only except for the Units issued in lieu of the Real
Estate;
(2) An RMC shall comply with listing regulations of the stock exchange where the units of the
REIT Scheme are listed.
(3) An RMC shall not obtain, acquire or takeover the management of another REIT Scheme,
without prior written approval of the Commission;
2.12. OBLIGATIONS OF THE TRUSTEE
Following are the obligations of the Trustee as per Real Estate Investment Trust Regulations, 2015:
(1) The Trustee shall:

(i) exercise due diligence and vigilance in carrying out its functions and duties under the trust
deed, rules and the Regulations and all other applicable laws;
(ii) ensure that the REIT Assets are held by it on behalf of the Unit Holders;
(iii) not legally or beneficially own, either directly or indirectly, any Units of the REIT Scheme in
relation to which it is acting as a Trustee;
(iv) ensure that the title to all REIT Assets is lawfully vested in it;
(v) deposit the money received by it in a scheduled bank which has a minimum long term AA-
rating;
(vi) confirm to the Commission that the RMC has appointed a Development Advisor or a Property
Manager, as the case may be;
(vii) confirm to the Commission that all insurance premiums have been paid by the RMC and the
insurance policies are up to date;
(viii) not delegate any of its duties unless the Trust Deed allows for the delegation;
(ix) make payments to the delegatee from its own account, if it has delegated any of its functions;
(x) be liable for any negligent act or omission, on its part or on the part of any of its delegates;
(xi) carry out the instructions of the RMC unless such instructions are in conflict with the trust
deed, offering document, these Regulations, directions, guidelines, circulars or any other
applicable laws;
(xii) carry out instructions of the RMC with respect to the Project payments after the bills are
counter-signed by the Development Advisor and verified by the project accountant in case of a
Developmental REIT Scheme or by the Property Manager in case of a Rental REIT Scheme;
(xiii) ensure that the Trust Deed, the offering document and the conditions of registration of a REIT
Scheme, are complied with;
(xiv) issue a report indicating the level of compliance and the extent of violations, in comparison to
Business Plan. The report shall be included in the quarterly and the annual accounts of the
REIT Scheme;
(xv) immediately inform the Commission, of any action of the RMC that contravenes the Ordinance,
the Rules, these Regulations, guidelines, codes, circulars, directives or any other applicable
laws;
(xvi) verify the offering document for correctness and authenticity with regard to acquisition of the
REIT Assets and agreements;
Page 17 of 104
(xvii) ensure that the Valuer performs its obligations, prepares and submits valuation reports as per
Regulations.
2.13. CONDITIONS IMPOSED BY THE SECP ON THE RMC
SECP approved the Real Estate for inclusion in the REIT Scheme, namely Dolmen City Mall and The
Harbour Front Building located on Plot No. HC-3, Block 4, Scheme No. 5 Clifton, Karachi, under
Regulation 6 of the REIT Regulations 2008 on the conditions (which have been duly met by the
RMC) that before applying for registration of proposed Dolmen City REIT, the RMC shall:
1. Submit completion certificates in respect of the properties to be included in REIT Scheme.
2. Get all financial encumbrances/charges vacated on the real estate proposed for REIT.
3. Arrange transfer of property along with proportionate land area based on 1:7.37 Floor to Area
Ratio (FAR), in the name of Trustee of the proposed REIT Scheme.
(This is the actual FAR (Floor to Saleable/Leasable Area) of the Dolmen City project based on
building plans approved by the land authority)
4. Ensure that the transfer instrument expressly vests the proportionate land area (15,201.68 sq.
yards) out of total area of 37,666.65 square yards of Plot No. HC-3, Block 4, Scheme 5,
Clifton, Karachi, in the name of trustee of the REIT Scheme along with all rights including
but not limited to the right to use FAR, use of roof, carry out any alteration/construction and
construction of any additional area.
5. Ensure that the interests of unit holders of the proposed REIT Scheme are not compromised
due to any agreement with existing tenants or the owners of non-REIT property of the
Dolmen City Project.
6. Submit a copy of amended agreement with Hyperstar (MAF Hypermarkets Pakistan Private
Limited) or a substitute thereof so as to allow transfer of real estate to the proposed REIT
Scheme and onward transfer by the proposed REIT scheme to third parties.
7. Pay all cost to be incurred by the trustee for verification of title and seeking an independent,
external opinion to confirm that all legal formalities have been met.
8. Submit valuation report of proposed real estate carried out not later than three months of
applying for registration of the proposed REIT Scheme.
2.14. DECLARATION OF TRUST DEED
The registered Trust Deed dated January 20, 2015, created a Closed-ended Trust in the name and title
of the Dolmen City REIT and the RMC shall manage, operate and administer the said Closed-ended
trust and the Trustee has been nominated and appointed as the trustee of the Closed-ended Trust. The
RMC and the Trustee agreed to such appointment and further declared in the Trust Deed that:
1. The terms and conditions of the Trust Deed and any deed supplemental hereto shall be
binding on each Unit Holder, as if he has been a party to it and so to be bound by its
provisions and each Unit Holder authorizes and requires the Trustee and the RMC to do as
required of them by the terms of the Trust Deed and each Unit Holder accepts the Trustee
and RMC to do things as required in the terms of the Trust deed.
2. The Unit Holder will not be liable to make any payment after he has paid the purchase price
of the Unit(s) and that no further liability can be imposed on him in respect of Unit(s), which
he holds.
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3. The Trustee, on behalf of Unit Holders, shall hold and stand possessed of the REIT Assets
that may from time to time hereafter be vested in the Trustee upon trust as a single common
fund for the benefit of the Unit Holders ranking pari-passu inter se according to the number
of Unit(s) held by each Unit Holder.
2.15. OBJECTIVE OF THE TRUST
1. The Objective of the trust is to make investment in commercial Real Estate with the purpose
of generating rental income from it.
In case if any investor(s) wants to view the Trust Deed, the investor can view the same at Arif Habib
Dolmen REIT Management Limited (RMC) website i.e. www.arifhabibdolmenreit.com and
www.cdcpakistan.com
2.16. TRANSFER AND GRANT OF REIT ASSETS
1. The Real Estate (Dolmen City Mall and Harbour Front) has been acquired by the Trust on
May 22, 2015. In lieu of payment, Units have been issued as consideration to the seller and
partial payment will be made from the proceeds of the Units as per the Offering Document.
ALL UNIT HOLDERS ACCEPT THE TERMS AND CONDITIONS OF TRUST DEED AND
AUTHORIZE THE TRUSTEE TO HOLD THE REIT ASSET ON THEIR BEHALF
ACCORDING TO THEIR SHARE/UNIT(S).FURTHER THE UNIT HOLDERS ARE IN
AGREEMENT TO PURCHASE THE UNIT(S) FROM THE SAID TRUST.
2. The Investment and all income, profit and other benefits arising there from being held or
deemed to be held upon trust by the Trustee shall constitute part of the REIT Assets.
3. The Trustee shall hold the REIT Assets in its name in trust for the benefit of the Unit Holders
in accordance with the provisions of the Regulations and the Trust Deed. The REIT Assets
shall not be used for any other purpose by the Trustee or by the RMC, other than for the
purposes of the REIT Scheme as specified in the approved Business Plan and the
Regulations.
4. Save, as herein expressly provided, the REIT Assets shall always be held as separate property
free from any mortgages, charges, liens or for any other encumbrances whatsoever and the
Trustee shall not create any mortgages, charges, liens or any other circumstances whatsoever
to secure any loan, guarantee, or any other obligation actual or contingent incurred, assumed
or undertaken by the Trustee or any other person.
5. In the event of any loss arising as a result of any act and/or omission of the Trustee in
violation of the terms of the Trust Deed, the Trustee shall have an obligation to replace the
lost Investment forthwith with similar investment of the same class and issue together with all
rights and privileges pertaining thereto or compensate the Trust to the extent of such loss.
6. Transaction cost relating to the transfer of the Real Estate i.e. all duties and expenses (Stamp
Duty, Registration Fee, Capital Value Tax, Mutation Fee) incurred by the Trust effecting the
registration of all register able property in the Trustees name and other related costs shall
constitute part of the REIT Fund.
7. All cash forming part of the REIT Assets shall be deposited by the Trustee in a separate
Shariah compliant account, in the name of the Trustee with a Bank, approved by the RMC
having a minimum AA- rating in the long term as per REIT Regulations 2015 15(1) (v), as
per the criteria laid down by a credit rating agency registered with the SECP. The Bank shall
Page 19 of 104
be caused to allow profit thereon in accordance with the rules prescribed by the Bank sharing
of profits on deposits, as may be allowed.
8. The REIT Assets of the Closed-end Scheme are held by the Trustee on trust for the Unit
Holders pari-passu according to the number of physical Units and Units held in book entry
form.
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2.17. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

OF THE ISSUER
We, being the chief executive officer and chief financial officer of the Issuer certify that the
Prospectus constitutes of full, true and plain disclosure of all material facts relating to the Units being
issued through this Prospectus and that nothing has been concealed.
The information provided and disclosures made in this Prospectus contain no misleading material.
All requirements of the Regulations relating to approvals, consents, no objection certificates,

undertakings, appointments, disclosures including detail and location of the Real Estate and transfer
thereof in the name of the Trustee have been fulfilled
For and on behalf of the Issuer
-sd- -sd-
_________________________ _______________________
Muhammad Ejaz Zia ur Rahim Khan
Chief Executive Officer Chief Financial Officer
Page 21 of 104
PART 3
3 BOOK BUILDING PROCEDURE
3.1 BRIEF ISSUE STRUCTURE

The Present Issue
The Issue comprises of 555,925,000 Units having face value of PKR 10/- each which constitutes 25%
of the total REIT Fund of the DOLMEN CITY REIT.
The Issue is being made through the Book Building process at Floor Price of PKR 10.00/- per unit.
Whereby 75% of the total Issue size i.e. 416,943,750 Units having face value of PKR 10/- each are
being Issued through the Book Building process to institutional and HNWI investors. 25% of the total
Issue Size i.e. 138,981,250 Units will be issued to the general public (retail investors) at the Strike
Price, which will be determined through the Book Building Process.
If the units of the Funds will be sold at premium in Book Building mechanism, the said amount
will be utilized by the RMC as per section 83 of the Ordinance.
3.2 BOOK BUILDING PROCEDURE
Book Building is a process whereby investors bid for a specific number of Units at various prices.
The Lead Managers and Book Runner with the consent of Issuer has set the Floor Price which is the
lowest price an investor can bid at. An order book of bids from investors is maintained by the Book
Runner, which is then used to determine the strike price through the Dutch Auction Method.
Under the Dutch Auction Method, the strike price is determined by lowering the price to the extent
that the total number of units that the Issuer intends to issue through the book building process is
subscribed.
A Bid by a potential investor can be a Limit Bid, or a Step Bid, each of which are explained
below.
Limit Bid: Limit Bid is placed at a price, which is the maximum price an investor is willing to
pay for a specified number of Units.
In such a case, a Bidder explicitly states a price at which he/she/it is willing to subscribe to a
specific number of Units. For instance, a Bidder may bid for 5.0 million Units at PKR 13 per
unit, then the total Application Money would amount to PKR 65,000,000/-.The Bid Amount will
be PKR 65,000,000/-.Since the Bidder has placed a limit price of PKR 13 per unit, this indicates
that he/she/it is willing to subscribe at or below PKR 13 per unit.
Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of step Bid shall not
be less than PKR 1,000,000/- and the amount of any individual step shall not be less than PKR
250,000/-.
Under this bidding strategy, Bidders place a number of limit Bids at different increasing price
levels. The Bidders may, for instance, make a Bid for 0.5 million unit at PKR 10 per unit, 0.4
million Units at PKR 11 per unit and 0.3 million Units at PKR 12 per unit, then in essence the
investor has placed one Step Bid comprising three limits bids at increasing prices. The
Application Money would amount to PKR. 13,000,000/-. The Bid Amount will be PKR
13,000,000/-. In such a case, investors shall deposit PKR 13,000,000/- in the Book Building
Account as bid amount which is 100% of PKR 13,000,000/-.
Page 22 of 104
A SINGLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID, HOWEVER, A BID
CAN BE REVISED.
THE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION

WHICH IS FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER
THAN THE ONES NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED
BID.
Once the Bidding Period is over and the book has been built, the Strike Price will be determined in
the manner provided in Chapter 5 of the Karachi Stock Exchanges Rule Book.
Successful Bidders shall be intimated, within two (2) working days of the closing of the Bidding
Period, about the Strike Price and the number of Units provisionally allotted to each of them. The
successful institutional Bidders shall, shall deposit the balance amount as consideration against
allotment of Units before 5.00 PM on Wednesday, June 17, 2015.
AS PER CLAUSE 8.16 OF APPENDIX 2 OF CHAPTER 5 OF THE KSES RULE BOOK,

THE SUCCESSFUL BIDDERS SHALL BE ISSUED UNITS IN THE FORM OF BOOK-
ENTRY SECURITIES TO BE CREDITED IN THEIR RESPECTIVE CDS ACCOUNTS. ALL
THE INSTITUTIONAL AND HNWI INVESTORS SHALL, THEREFORE, PROVIDE
THEIR CDC ACCOUNT NUMBERS IN THE BID APPLICATION.
3.3 LEAD MANAGER AND ARRANGER
Arif Habib Limited (AHL) has been mandated by the Issuer to act as Lead Manager and Arranger
in respect of the Issue, which is being made through the Book Building Process as laid out in
Appendix 2 of Chapter 5 of the KSEs Rule Book.
3.4 BOOK RUNNER
Aba Ali Habib Securities Private Limited has been appointed as the Book Runner to the Issue.
3.5 ROLE AND FUNCTIONS OF LEAD MANAGER AND BOOK RUNNER
a) The Lead Manager of the Issue shall:
i. Conduct awareness campaigns through presentations, meetings, road shows etc. jointly with
the Book Runner;
ii. Ensure that all disclosures as required under the Companies Ordinance,1984 and Appendix 2
of Chapter 5 of the KSEs Rule Book have been made in the Prospectus;
iii. Ensure that necessary infrastructure and electronic system/software is available to collect
Bids and to carry out the Book Building process in a fair, efficient and transparent manner;
iv. Ensure that they have obtained on behalf of the Issuer, all approvals/consents/NOCs relating
to the Issue;
v. Publish an advertisement, approved by the Commission, in at least one Urdu and one
English daily newspaper having wide circulation in the federal capital and all the provincial
capitals of Pakistan, in order to invite the institutional and HNWI investors to participate in
the bidding process; and
vi. Ensure that the Prospectus will, after approval of the Commission, be uploaded on the Book
Runners as well as on the Issuer/Companys website.
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b) The Book Runner to the Issue shall:
i. Conduct awareness campaigns through presentations, meetings, road shows etc. jointly with
Lead Manager;
ii. Ensure that necessary infrastructure and electronic system/software is available to collect
Bids and to carry out the Book Building process in a fair, efficient and transparent manner;
iii. Collect Bid applications and applications money, security, margin as the case may be from
the institutional and HNWI investors in the manner as mentioned in Appendix 2 of Chapter 5
of the KSEs Rule Book;
iv. Place serial numbers, date and time on each bidding application at the time of collection of
the same from the bidders;
v. Vet the bidding applications;
vi. Build an order book showing demand for the Units at various prices;
vii. Determine the strike price at the close of the bidding period;
viii. Maintain record of the Bids received for subscription of the Units;
ix. Use the software for Book Building process provided by KSE, which is based on Dutch
Auction Methodology for display of the order book and determination of the strike price, on
the terms and conditions as may be agreed in writing between the KSE, the Issuer and the
Book Runner;
x. Ensure that in addition to live display of the order book on the website of KSE, also live
display the same order book simultaneously on its own website till closing of the Bidding
Period;
xi. Ensure that each Bid application contains depository account number of the bidder
maintained with CDCPL wherein Units shall be credited in case the bid is successful;
xii. Not accept multiple Bids i.e. more than one bid application by the same person;
xiii. Enter into underwriting agreement with the Issuer;
xiv. Circulate copies of the Prospectus cleared by the KSE, LSE, ISE and approved by the
Commission along with the bidding forms to the prospective institutional and HNWI
investor;
xv. BR has established bid collection centers at the following addresses:
Contact Officer: Abdul Qadir

Direct No.: 021 32429664-67
Fax No: 021 32413822
Mobile No.: 0335-3161327
Email: confirmation@abaalihabib.com
Postal Address: Trading Room, Karachi Stock Exchange Building
Page 24 of 104
Lahore
Contact Officer: Amir
Mobile No.: 0335-3161329
Email: info@abaalihabib.com
Postal Address: Auditorium, Lahore Stock Exchange, Khayaban- e-Awan-Iqbal
Lahore
Islamabad
Contact Officer: Faisal
Mobile No.: 0335-3161326
Email: aahaah162@yahoo.com
Postal Address: Auditorium Islamabad Stock Exchange Limited, ISE Towers, 55-B,
Jinnah Avenue, Islamabad
xvi. Ensure that all the Bids received by the bid collection centers are entered into the system
developed by the KSE for the purpose of Book Building. Book Runner shall not accept and
enter any Bid after 5 pm during the days of bidding period. Bids received shall be entered
into the KSEs Book Building system till 5:00 pm on both days and no new bid including
those received in the bid collection centers shall be entered into the system after 5:00 pm.
Further, bidders can withdraw their bids any time till 5:00 pm but after 5:00 pm withdrawal
shall not be allowed. However, bidders can revise their bids till 5.00 pm on first day and on
last day any time till 7:00 pm.
3.6 OPENING AND CLOSING OF THE BIDDING PERIOD
The Bidding Period shall remain open for two working days during business hours i.e. will
commence at 9.00am on June 08, 2015 and will close at 5.00pm on June 09, 2015
BIDDING PROCESS STARTS ON June 08, 2015
BIDDING PROCESS ENDS ON June 09, 2015
3.7 ELIGIBILITY TO PARTICIPATE IN BIDDING
Eligible investors who can place their Bids in the Book Building process are institutional and
HNWI investors.
Institutional investors include both local and foreign institutional investors.
HNWI investors are individual investors who bid for Units of value of PKR 1,000,000/- (Pak
Rupees One Million Only) or above in the Book Building process.
3.8 INFORMATION FOR BIDDERS
a) The Prospectus has been duly cleared by the KSE, LSE, and ISE and also approved by SECP.
The Prospectus and the Bidding Form can be obtained from the registered office of the Issuer,
the Lead Manager, Book Runner and the Bid collection centers. Prospectus and Bidding Forms
can also be downloaded from the following websites of the RMC, Lead Manager and the Book
Runner i.e. www.arifhabibdolmenreit.com, www.arifhabibltd.com and
www.abaalihabib.com.
b) Eligible investors who are interested in subscribing to the Units should approach the Book
Runner at the addresses provided in paragraph 3.5 for submitting their Bids.
c) THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN

PERSON OR THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 3.5.
Page 25 of 104
3.9 BIDDING FORM AND PROCEDURE FOR BIDDING
a) A Standardized Bidding Form has been prescribed by the Book Runner. Bids shall be submitted
at the Bid collection centers in person or through fax number given in paragraph 3.5 on the
standard Bidding Form duly filled in and signed in duplicate. The Bidding Form shall be serially
numbered at the Bid collection centers and date and time stamped, at the time of collection of the
same from the Bidders.
b) The bidding procedure under the Book Building Process is outlined below:
i. As required under clause 8.8 of Appendix 2 of Chapter 5 of the KSEs Rule Book, copy of
the approved Prospectus shall be circulated by the Issuer through Book Runner to a
maximum number of the institutional investors and HNWI, but not less than fifty (50) in
each of the two categories for participation in the bidding process and a copy will also be
placed on the websites of the RMC and the Book Runner.
ii. An advertisement, approved by the Commission, shall be published in at least one Urdu and
one English daily newspaper having wide circulation in the federal capital and all the
provincial capitals of Pakistan, inviting the institutional and HNWI investors for
participation in the bidding.
iii. A Book Building Account shall be opened by the Issuer for collection of Bid amount. The
bid money of all the successful bids shall remain in the respective IPO accounts specifically
opened for this purpose till completion of the IPO and issuance of NOC by the concerned
stock exchange.
iv. The Bidding Form shall be issued in duplicate signed by the Bidder and countersigned by
the Book Runner, with first copy for Book Runner and the second copy for the Bidder.
v. Bids shall be submitted through the Bid collection centers or through fax numbers given in
paragraph 3.5 on the standard Bidding Form duly filled in and signed in duplicate. The
addresses for the Bid collection centers are given in paragraph 3.5.
vi. Bids can be placed as limit bid, or step bid.
vii. Bid money/Margin Money shall be deposited through demand draft or pay order in favor of
Initial Public Offer for Sale of Units of CDC Trustee Dolmen City REIT Book
Building Account or online transfer into the respective IPO account of the Issuer, A/C
No. 01-02-02-20311-714-170407 Summit Bank Limited, Clifton Branch, Karachi.
viii. Book Runner shall collect an amount of 100% of the Application Money as Bid money in
respect of bids placed by HNWIs.
ix. Book Runner shall collect an amount of not less than 25% of the Application Money as
Margin Money in respect of bids placed by institutional investors.
x. Book Runner may reject a bid placed by institutional/HNWI investors for reasons to be
recorded in writing and the reasons should be disclosed to such Bidder forthwith. Decision
of Book Runner shall not be challengeable by the Bidder or its associates.
xi. Book Runner shall not accept the Bids made at below the floor price i.e. PKR10/- per
unit.
xii. The Issuer and Book Runner shall not accept Bids from any person other than an
associated person or any other related person or party of the Issuer for more than
10% of the Book Building portion. Whereas, Bids from associated persons or other
Page 26 of 104
related persons or parties of the Issuer, shall not be accepted for Units in excess of 5%,
in aggregate, of the book building portion. To check this threshold, the Issuer shall
provide the Book Runner and the Book Runner shall obtain from the Issuer, list of
associated persons of the Issuer before commencement of the bidding period and the
Book Runner shall make sure that the said list has been provided to the employees
deployed at the collection centers for collection of bids and entry thereof in the system.
xiii. Book runner shall ensure that all the bids received by the bid collection centers are
entered into the system developed by KSE for the Purpose of the Book Building
according to the procedure as per clause 8.6 of Appendix 2 of Chapter 5 of the KSEs
Rule Book. The system shall be capable to display live an Order Book, in descending
order with respect to the bid price, showing the demand for units at various prices and
accumulative number of units bid for along with percentage of the total units offered.
The ordered book shall also shows the revised bids and bids withdrawn
xiv. The Bidders will receive back the duplicate form upon submission of their Bids which will
be proof of their Bid submission. The bidders shall not be provided with any receipt if a
duly filled duplicate form is not submitted along with the bid. In case of facsimile, a copy
of form with receiving will be faxed back to the Bidder.
xv. Bidders can revise their Bids during the bidding period on first day till 5 pm and on last day
till 7:00 pm, however, after 5:00 pm withdrawal of bids will not be allowed (for details
please refer to paragraphs 3.13 and 3.15).
xvi. The Bidder shall provide a valid email address in the bid form so that the relevant id,
password and the form no can be emailed to them upon placement of the bid.
xvii. Book Runner shall maintain record of the Bids received / rejected / revised/ withdrawn
along with identities of the Bidder and evidence of amount received.
xviii. At the close of Bidding Period, the Issuer, in consultation with LM & BR shall determine
the Strike Price on the basis of Dutch Auction Method.
xix. Successful Bidders shall be intimated, within two (2) working days of the closing of the
Bidding Period, the Strike Price and the number of Units provisionally allotted to each of
them.
xx. The successful institutional Bidders shall deposit the balance amount as consideration
against allotment of Units before 5.00 PM on Wednesday, June 17, 2015.
xxi. Margin money of unsuccessful Bidders will be refunded within three (3) working days of
the close of the Bidding Period.
xxii. Final allotment of Units out of the Book Building portion shall be made after receipt of full
subscription money from the successful Bidders; however, Units to such Bidders shall be
transferred at the time of transfer of Units out of the General Public portion of the Issue to
successful applicants.
Page 27 of 104
3.10 BANK ACCOUNT FOR BOOK BUILDING
The Trustee on the instructions of the Issuer has opened two separate Shariah compliant bank
accounts for collection of applicants money, one each for the Book Building portion and the general
public portion of the Issue.
The Bidders shall draw demand draft or pay order in favor of Initial Public Offer for Sale of Units
of CDC Trustee Dolmen City REIT Book Building Account or online transfer into the
respective IPO account of the Trustee, A/C No 01-02-02-20311-714-170407, which has been opened
at Summit Bank Limited, Clifton Branch, Karachi. The collection bank shall keep and maintain the
bid money in the said account. Once the Strike Price is determined and list of successful bidders is
finalized, the Lead Managers, after obtaining NOC from KSE may request in writing to the collection
bank for transfer of the money of successful and accepted applications to the Trustees account(s) and
advice for refund of the bid money to unsuccessful Bidders.
3.11 PAYMENT INTO THE BOOK BUILDING ACCOUNT
The Bidders shall draw a demand draft or pay order favoring Initial Public Offer for Sale of Units
of CDC Trustee Dolmen City REIT Book Building Account or online transfer into the
respective IPO account of the Trustee, A/C No. 01-02-02-20311-714-170407, Summit Bank Limited,
Clifton Branch, Karachi and submit the demand draft, pay order or evidence of online transfer at the
designated Bid collection center either in person or through facsimile along with a duly filled Bidding
Form.
CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID
COLLECTION CENTER. PAY ORDER, OR DEMAND DRAFTDRAWN IN FAVOR OF
Initial Public Offer for Sale of Units of CDC Trustee Dolmen City REIT Book Building
Account OR ONLINE TRANSFER INTO THE RESPECTIVE IPO ACCOUNT A/C NO.
01-02-02-20311-714-170407, SUMMIT BANK LIMITED, CLIFTON BRANCH, KARACHI OF
THE TRUSTEE ARE ACCEPTABLE TO THE BOOK RUNNER.
Since the investors can bid for Units through limit bid, or step bid therefore payment procedure is
explained below for these methods.
a) PAYMENT FOR LIMIT BID
If investors are placing their Bids through Limit Bid then they shall deposit the Margin Money
based on the number of Units they are bidding for at their stated Bid Price.
For instance, if an investor is applying for 5.0 million Units at a price of PKR 13/- per unit, then
the total Application Money would amount to PKR 65,000,000. In such a case, (i) HNWI shall
deposit PKR 65,000,000 in the Book Building account as the Bid amount which is 100% of PKR
65,000,000; and (ii) Institutional Investors shall deposit PKR 16,250,000 in the Book Building
account as the margin amount which is at least 25% of PKR 65,000,000.
b) PAYMENT FOR STEP BIDS
If investors are placing a Step Bid, which is a series of limit Bids at increasing prices, then
they shall deposit the Margin Money/ Bid money based on the total number of Units they are
bidding for at their stated Bid prices.
For instance, if the investor Bids for 0.5 million Units at PKR 10/- per unit, 0.4 million Units at
PKR 11/- per unit and 0.3 million Units at PKR 12/- per unit, then in essence the investor has
placed one Step Bid comprising three limit Bids at increasing prices. The Margin Money
would amount to PKR 13,000,000, which is the sum of the products of the number of Units Bid
for and the Bid price of each limit Bid. In such a case, (i) HNWI shall deposit PKR 13,000,000
Page 28 of 104
in the Book Building Account as Bid amount which is 100% of PKR 13,000,000 and (ii)
Institutional investors shall deposit at least PKR 3,250,000 in the Book Building Account as
Margin Money which is 25% of PKR 13,000,000.
3.12 PAYMENT BY FOREIGN INVESTORS
Foreign investors may subscribe using their special convertible rupee accounts (SCRA), as set out
under Chapter XX of the State Bank of Pakistans Foreign Exchange Manual 2002. Under Para 7(i) of
Chapter XX, Companies issuing Units out of new public Issues on repatriable basis, as permitted
under sub para (B) (I) of paragraph 6, may open foreign currency collection accounts with banks
abroad or in Pakistan for receiving the subscription in foreign currency. They may also allow refunds
from these accounts to unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the Units being issued through
this Prospectus. Payment in respect of investment in the Units of the DOLMEN CITY REIT has to be
made in foreign currency through an inward remittance or through surplus balances in SCRA. Local
currency cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is classified as
SCRA. There is no restriction on repatriation of sale proceeds of and the dividend yield on the Units
of the DOLMEN CITY REIT. Underlying client names/beneficial owners are required to be disclosed
at depository level.
Key Documents required for individual(s):
1. Account opening request

2. Passport / ID
General documentation required for opening of SCRA account by institutional investors are:

2. Board Resolution & Signatories list
3. Passport/ID of Board of Directors
4. Passport/ID of all authorized signatories
5. Certificate of Incorporation (COI) or equivalent document (like Trade Registry Certificate,
Business Registration Certificate, and Certificate of Commencement of Business)
6. Memorandum & Articles of Association
7. Withholding tax registration certificate / Certificate of country of domicile of client
8. Latest Annual Report
9. List of Board of Directors
10. List of Unit holders (greater than 10% holdings) and key officers
It is however pertinent to note that the procedure and requirements of each financial institution with
respect to opening of SCRA differs, hence it is advised to request the procedure from respective
financial institution.
Payments made by foreign investors shall be supported by proof of receipt of foreign currency
through normal banking channels. Such proof shall be submitted along with the Application by the
foreign investors.
3.13 REVISION OF BIDS BY THE BIDDER
The Bidders shall have the right to revise their Bids any time during the Bidding Period i.e. on the
first day till 5.00pm and on the last day up to 7:00 pm. Online revision of the Bids may be allowed to
the Bidders through system software. This will however be subject to the condition that the Bidder
shall comply with the requirements of bidding as stipulated under Appendix 2 of KSEs Rule Book
and any other condition or procedure disclosed in the Prospectus.
Page 29 of 104
3.14 REJECTION OF BIDS BY THE BOOK RUNNER
In terms of clause 8.4 of Appendix 2 of KSEs Rule Book, Book Runner may reject a Bid placed by
an institutional/HNWI investor for reasons to be recorded in writing and the reasons should be
disclosed to such Bidder forthwith. Decision of the Book Runner shall not be challengeable by the
Bidder or any of its associates.
3.15 WITHDRAWAL OF BIDS BY THE BIDDER
A Bidder has the right to withdraw a Bid from the bidding system any time during the Bidding Period
till 05:00 pm. Online withdrawal of the Bids may be allowed to the Bidders through system software.
This will however be subject to the condition that the Bidder shall comply with the requirements of
bidding as disclosed under Appendix 2 of KSEs Rule Book and any other condition or procedure
disclosed in the Prospectus.
3.16 WITHDRAWAL OF ISSUE BY THE ISSUER
a) According to clause 3.10 of Appendix 2 of Chapter 5 of the KSEs Rule Book and the criteria for
Book Building issued by SECP on July 24, 2014 vide its letter No. SMD/CIW/Misc 14/2007, in
case the Issuer does not receive Bids on floor Price for the minimum number of Units offered for
sale under the Book Building Portion, they may withdraw the Issue. The decision of withdrawal
shall be taken within a period of not more than three (3) working days from the closing of
Bidding Period. However, if the Issuer decides to go ahead with the Issue then the unsubscribed
units of the Book Building portion shall be made part of the General Public portion and shall be
offered to the General Public at the Floor Price of PKR 10.00 per unit. These units will be
underwritten as per the Book Building criteria of SECP. The units subscribed under the Book
Building portion will also be offered to the bidder at the Floor price of PKR 10.00 per unit.
b) The Issuer shall withdraw the Issue if the total bids received are less than twenty five.
c) The withdrawal shall be immediately intimated to the Commission and the Exchanges.
d) In case the Issue is withdrawn the Margin Money/ Bid money will be refunded to Bidders
within three (03) working days of the decision of withdrawal without any markup, interest
etc.
3.17 MECHANISM FOR DETERMINATION OF STRIKE PRICE
a) At the close of the Bidding Period, the Issuer, in consultation with the Lead Manager and the
Book Runner shall determine the Strike Price on the basis of Dutch Auction Method. Under
this Methodology, the Strike Price is determined by lowering the price to the extent that the total
number of Units Issued is subscribed.
b) The order book shall display the Bid prices in a descending order along with the quantity for
each price level as well as the cumulative quantity at each price level.
c) For the purpose of allotment of Units, the limit Bid(s) entered at the price determined/discovered
as Strike Price through the Book Building Process shall be ranked equally and preference will be
given to Bidder who has made the bid earlier.
d) Once the Strike Price is determined all those Bidders whose bids have been found successful
shall become entitled for allotment of Units. The Bidders, who have made bids at prices above
the Strike Price, will be issued Units at the Strike Price and the differential will be refunded. The
Bidders, who have made bids below the Strike Price, shall not qualify for allotment of Units and
their Margin Money shall be refunded.
Page 30 of 104
The mechanism for determination of Strike Price can be understood by the following illustration.
a) Number of Units being Issued through the Book Building: 416,943,750 Units
b) Lower Limit Price: 10.00/- per unit
c) Bidding Days: June 08, 2015 to June 09, 2015 (both days inclusive)
d) Bidding Time: 9:00 AM 5:00 PM
e) Bid Withdraw Time: 9:00 AM 5:00 PM
f) Bidding Revision Time: On 1st day 9:00 AM 5:00 PM
On 2nd day 9:00 AM 7:00 PM
At PKR 13.00 per unit, investors are willing to buy only 42.00 million Units. Since 374.944
million Units are still available, therefore the price will set lower.
At PKR 12.50 per unit, investors are willing to buy 100.00million Units. Since 274.944 million
Units are still available, therefore, the price will set lower.
At PKR12.25 per unit, investors are willing to buy 50.00 million Units. Since 224.944 million
At PKR 12.20 per unit, investors are willing to buy 132.9125million Units. Since 92.031 million
At PKR12.00 per unit, investors are willing to buy 50.00 million Units. Since 42.031 million
Units are still available; therefore, the price will set lower.
At PKR11.00 per unit, investors are willing to buy 42.03 million Units. Since after bidding for
42.03 million Units at PKR 11.00 per Units no unit will be available, therefore, the Strike Price
will be set at PKR 11.00 per unit for the entire lot of 416,943,750 million Units.
The Bidders, who have placed bids at prices above the Strike Price (which in this illustration is
PKR 11.00 per unit), will become entitled for allotment of Units at the Strike Price.
Page 31 of 104
The Bidders, who have placed bids below PKR 11.00 per unit, will not qualify for allotment of
Units.
After allotment in the aforementioned manner, 42.03 million Units are still available for
allotment. These Units will be allotted to the Bidders who have placed bid(s) at PKR 11.00,
however, for the purpose of allotment of these 42.03 million Units preferences will be given to
the Bidder who has placed the bid earlier.
3.18 BASIS OF ALLOTMENT OF UNITS
After closure of the Bidding Period, the Book Runner will analyze the demand generated at various
price levels. Only successful Bidders shall be eligible for allotment and transfer of Units. Final
allotment of Units out of the Book Building portion shall be made after receipt of full subscription
money from the successful Bidders; however, Units to such Bidders shall be dispatched or credited,
as the case may be, at the time of transfer of Units out of the public portion of the Issue to successful
applicants. Please also refer to section 3.17 for details of allotment of Units.
3.19 REFUND OF MARGIN MONEY
Investors that place Bids lower than the Strike Price shall not be eligible for allotment of Units.
Margin Money of the unsuccessful Bidders shall be refunded within three (3) working days of the
close of the bidding period as required under clause 8.12 of Appendix 2 of Chapter 5 of the KSEs
Rule Book.
The bidders, who have made bids at prices above the strike price, will be issued Units at the strike
price and the differential will be refunded within three (3) working days of the close of bidding
period.
3.20 UNDERWRITING
After determination of the Strike Price the Book Runner shall within two (2) working days of the
closing of the bidding period enter into an underwriting agreement with the Issuer indicating the
number of Units that Book Runner would underwrite at the Strike Price and the underwriting
Commission/Fee to be charged.
3.21 ADDRESSES OF BID COLLECTION CENTRES
Bid collection centers have been established at Karachi, Lahore and Islamabad to collect the Bids for
the Book Building portion of the Issue by the Book Runner in order to provide convenient access to
Bidders to participate in the bidding process. Addresses, detail of contact persons and fax numbers of
the Bid Collection Centers are given in paragraph 3.5.
Page 32 of 104
3.22 STATEMENT BY THE ISSUER
April 13, 2015
The Managing Director, The Managing Director, The Managing Director,

Karachi Stock Exchange Lahore Stock Exchange Islamabad Stock Exchange
Limited Limited Limited
Stock Exchange Building 19 Khayaban-e-Awan-e-Iqbal 55-B, ISE Tower,
Stock Exchange Road Lahore Jinnah Avenue,
Karachi Islamabad
On behalf of the Issuer, I confirm that all material information as required under the Companies
Ordinance, 1984 and the Listing Regulations of the Karachi Stock Exchange Limited has been
disclosed in the Prospectus and that whatever is stated in the Prospectus and the supporting
documents is true and correct to the best of our knowledge and belief and that nothing has been
concealed.
It is also confirmed that all requirements of the Real Estate Investment Trust Regulations, 2015
relating to approvals, consents, no objection certificates, undertakings, appointments, disclosures
including detail and location of the Real Estate and transfer thereof in the name of the Trustee have
been fulfilled.
For and on behalf of: Issuer
-sd-
_____________________
Muhammad Ejaz
Chief Executive
Arif Habib Dolmen REIT
Management Limited
Page 33 of 104
3.23 STATEMENT BY LEAD ADVISOR AND MANAGER
April 13, 2015

Karachi Islamabad
Being mandated as Lead Advisor and Manager to this Issue for Sale of Units of DOLMEN CITY
REIT through the Book Building process, we confirm that all material information as required under
the Companies Ordinance, 1984 and Appendix (2)of the Listing of Companies and Securities
Regulations of the Karachi Stock Exchange has been disclosed in this Prospectus and that whatever
stated herein and in the supporting documents is true and correct to the best of our knowledge and
belief and that nothing has been concealed.
been fulfilled.
On behalf of: Arif Habib Limited
-sd-
_____________________
Zeshan Afzal
Executive Director and Head Corporate Finance
Page 34 of 104
3.24 STATEMENT BY BOOK RUNNER
June 02, 2015

Karachi Islamabad
Being mandated as Book Runner to this Issue for Sale of Units of DOLMEN CITY REIT through the
Book Building process, we confirm that all material information as required under the Companies
Ordinance, 1984 and Appendix (2) of the Listing of Companies and Securities Regulations of the
Karachi Stock Exchange has been disclosed in this Prospectus and that whatever stated herein and in
the supporting documents is true and correct to the best of our knowledge and belief and that nothing
has been concealed.
been fulfilled.
On behalf of: Aba Ali Habib Securities (Pvt) Limited
-sd-
_______________________
Zahid Ali Habib
Managing Director
Page 35 of 104
PART 4
4 REIT SCHEME AND RELATED MATTERS
4.1 UNIT CAPITAL
Dolmen City REIT Scheme has a total REIT Fund of Rupees 22,237 Million which is divided into
2,223,700,000 Units having face value of PKR 10/- each, the breakup of which is given below:
Total (including
Face value Premium
No. of Units premium)
(PKR) (PKR) (PKR)
International Complex
Projects Ltd (ICPL)
1,556,590,000* 15,565,900,000 - 15,565,900,000
(which is also the
strategic investor)
Arif Habib Dolmen
111,185,000** REIT Management Ltd 1,111,850,000 - 1,111,850,000
(RMC)
Total Unit holding by

1,667,775,000 Strategic Investor and 16,677,750,000 - 16,677,750,000
RMC
IPO
Allocation to Institutions
/ HNWIs investors
416,943,750 through book building 4,169,437,500 - 4,169,437,500
process at the Strike
Price.
138,981,250 General Public 1,389,812,500 - 1,389,812,500
555,925,000 Total IPO 5,559,250,000 - 5,559,250,000
2,223,700,000 Total REIT FUND 22,237,000,000 - 22,237,000,000
*Out of above 20% units will be kept in blocked account throughout the life of the REIT Scheme, as Strategic
Investor, till its winding up and these units shall not be sold, transferred or encumbered as per provisions of
Regulation 11 of the REIT Regulation 2015
**To be kept in blocked account throughout the life of the REIT Scheme till its winding up and these units
shall not be sold, transferred or encumbered as per provisions of Regulation 11 of the REIT Regulation 2015
Note: If the units of the Funds are sold at premium through this prospectus, the premium amount will be
utilized by the RMC as per section 83 of Ordinance.
Page 36 of 104
4.2 OPENING AND CLOSING OF THE SUBSCRIPTION LIST
The subscription list will open for one (1) day at the commencement of banking hours on June 12,
2015 and will close at the close of banking hours*.
*In order to facilitate investors, United Bank Limited is providing facility electronic submission of application (eIPO) to
its account holders. United Bank Limited account holders can use United Bank Limited Net Banking to submit their
application via link http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be
submitted 24 hours a day during the subscription period which will close at midnight on June 12, 2015.
4.3 INVESTOR ELIGIBILITY FOR PUBLIC ISSUE
Eligible investors include:
a) Pakistani citizens residing in or outside Pakistan or persons holding two nationalities including
Pakistani nationality;
b) Foreign nationals whether living in or outside Pakistan;
c) Companies, bodies corporate or other legal entities incorporated or established in or outside
Pakistan (to the extent permitted by their respective constitutive documents and existing
regulations as the case may be);
d) Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their respective
trust deeds and existing regulations); and
e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
4.4 FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS
Non-resident Pakistani investors and foreign investors may subscribe for the Units being issued
through this Prospectus by using their SCRA. For details please see Chapter 20 of the Foreign
Exchange Manual of the State Bank of Pakistan. Under Section 7(i) of Chapter 20 of the said manual,
Companies issuing Units out of new public Issues on repatriable basis, as permitted under sub para
(B) (I) of paragraph 6, may open foreign currency collection accounts with banks abroad or in
Pakistan for receiving the subscription in foreign currency. They may also allow refunds from these
accounts to unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the Units being issued through
this Prospectus. Payment in respect of investment in the Units of the Company has to be made in
foreign currency through an inward remittance or through surplus balances in SCRA. Local currency
cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA.
There is no restriction on repatriation of sale proceeds and dividend payouts on Units. Underlying
client names/beneficial owners are required to be disclosed at depository level.
Key Documents required for individual(s):

2. Passport / ID
General documentations required for opening of SCRA account by institutional investors are:

2. Board Resolution & Signatories list
3. Passport / ID of Board of Directors
4. Passport/ID of all authorized signatories
5. Certificate of Incorporation (COI) or equivalent document like Trade Registry Certificate,
Business Registration Certificate, and Certificate of Commencement of Business
Page 37 of 104
6. Memorandum & Articles of Association

7. Withholding tax registration certificate / Certificate of country of domicile of client
8. Latest Annual Report
9. List of Board of Directors
10. List of Unit holders (greater than 10% holdings) and key officers
It is however pertinent to note that the procedure and requirements of each financial institution with
respect to opening of SCRA differs, hence it is advised to make a prior request for the procedure from
concerned financial institution.
Payments made by foreign investors shall be supported by proof of receipt of foreign currency
through normal banking channels. Such proof shall be submitted along with the Application by the
foreign investors.
4.5 MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF UNITS OUT
OF THE PUBLIC PORTION OF THE ISSUE
The basis and conditions of allotment to the general public shall be as follows:
(a) Application for Units below the minimum value, which will be calculated as Issue Price x 500
Units shall not be entertained.
(b) Application for Units must be made for 500 Units or in multiple of 500 Units only. Applications
which are neither for 500 Units nor for multiples of 500 Units shall be rejected.
(c) SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN

ONE APPLICATION BY SAME PERSON) IS PROHIBITED AND SUCH
APPLICANTS MONEY IS LIABLE TO CONFISCATION.
(d) If the Units Issued to the general public are sufficient to accommodate all applications, all
applications shall be accommodated.
(e) If the Units applied for are in excess of the Units Issued, the distribution shall be made by
computer balloting, in the presence of the representative(s) of the Stock Exchanges in the
following manner:
(i) If all the applications for 500 Units can be accommodated, then all such applications shall
be accommodated first. If all applications for 500 Units cannot be accommodated, then
balloting will be conducted among applications for 500 Units only.
(ii) If all the applications for 500 Units have been accommodated and Units are still available
for allotment, then all applications for 1,000 Units shall be accommodated. If all
applications for 1,000 Units cannot be accommodated, then balloting will be conducted
among applications for 1,000 Units only.
(iii) If all applications for 500 Units and 1,000 Units have been accommodated and Units are
still available for allotment, then all applications for 1,500 Units shall be accommodated. If
all applications for 1,500 Units cannot be accommodated, then balloting will be conducted
among applications for 1,500 Units only.
(iv) If all applications for 500 Units, 1,000 Units and 1,500 Units have been accommodated
and Units are still available for allotment, then all applications for 2,000 Units shall be
accommodated. If all applications for 2,000 Units cannot be accommodated, then balloting
will be conducted among applications for 2,000 Units only.
Page 38 of 104
(v) After the allotment in the above mentioned manner, the balance Units, if any, shall be
allotted in the following manner:
o If the remaining Units are sufficient to accommodate each application for over 2,000
Units, then 2,000 Units shall be allotted to each applicant and remaining Units shall be
allotted on pro-rata basis.
o If the remaining Units are not sufficient to accommodate all the remaining applications
for over 2,000 Units, then balloting shall be conducted for allocation of 2,000Units
each to the successful applicants.
(f) If the Issue is over-subscribed in terms of amount only, then allotment of Units shall be made in
the following manner:
(i) First preference will be given to the applicants who applied for 500 Units;
(ii) Next preference will be given to the applicants who applied for 1,000 Units;
(iii) Next preference will be given to the applicants who applied for 1,500 Units;
(iv) Next preference will be given to the applicants who applied for 2,000 Units; and then
(v) After allotment of the above, the balance Units, if any, shall be allotted on pro rata basis to
the applicants who applied for more than 2,000 Units.
(g) Allotment of Units will be subject to scrutiny of applications for subscription of Units.
(h) Applications, which do not meet the above requirements, or applications which are incomplete,
will be rejected.
4.6 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS
The Company shall take a decision within ten (10) days of the closure of subscription list as to which
applications have been accepted or are successful and refund the money in cases of unaccepted or
unsuccessful applications within ten (10) days of the date of such decision, as required under Section
71 of the Ordinance.
As per sub-section (2) of Section 71 of the Ordinance, if refund as required under Sub-section (1) of
Section 71 of the Ordinance is not made within the time specified therein, the Issuer shall be liable to
repay the money with surcharge at the rate of 1.5%, for every month or part thereof from the
expiration of the 15th day and in addition to a fine not exceeding PKR 5,000/- and in case of
continuing offense to a further fine not exceeding PKR 100/- per day after the 15th day of which the
default continues. Provided that the Issuer shall not be liable if it proves that the default in making the
refund was not on its own account and was not due to any misconduct or negligence on its part.
However as per Shariah guidelines, any over and above amount received as surcharge is not Shariah
compliant income, therefore, the Issuer hereby advises the unsuccessful applicants to donate the same
for charitable purposes.
4.7 CREDITAND DISPATCH OF UNIT CERTIFICATES
The Company, will dispatch Unit certificates to successful applicants through their Banker to the
Issue or by crediting the respective Central Depository System (CDS) accounts of the successful
applicants within thirty (30) days of the close of public subscription, as per listing of Companies and
Securities Regulations of the Stock Exchanges.
Units will be issued either in scrip-less form in the CDS of CDCPL or in the shape of physical scripts
on the basis of option exercised by the successful applicants. Units in the physical scripts shall be
dispatched to the Bankers to the Issue within thirty (3 0) days from the date of close of subscription
Page 39 of 104
list, whereas scrip-less Units shall be directly credited through book entries in the respective accounts
maintained with the CDCPL.
The applicants who opt for receipt of Units in scrip-less form in CDS should fill in the relevant
columns of the Application Form. In order to exercise the scrip-less option, the applicant(s) should
have CDS account at the time of subscription.
If the Issuer makes a default in complying with the above requirements, they shall pay to the KSE a
penalty of PKR 5,000/- per day for every day during which the default continues. The KSE may also
notify the fact of such default and the name of the Company by notice and also by publication in its
ready-board quotation of the KSE.
The name of the Company be notified to the members of the KSE and placed on the website of the
KSE.
4.8 TRANSFER OF UNITS
a) Physical Scrips:
Under the provisions of Section 77 of the Ordinance, the directors of the Company shall not
refuse to transfer any fully paid Unit unless the transfer deed is, for any reason, defective or
invalid or is not accompanied by the relevant Unit certificate. Provided that the Company shall
within thirty (30) days from the date on which the instrument of transfer was lodged with it,
notify the defect or invalidity to the transferee who shall, after the removal of such defect or
invalidity, be entitled to re-lodge the transfer deed with the Company.
b) Transfer under book entry system:
The Units maintained with the CDS in the book entry form shall be transferred in accordance with
the provisions of the Central Depositories Act, 1997 and the CDCPL Regulations.
4.9 PRINCIPAL PURPOSE OF THE ISSUE
The principal purpose of the Issue is to list the Scheme on the KSE,LSE and ISE in compliance to
Regulation 14(1)(xi) of the REIT Regulations 2015 and raise partial funds required for the acquisition
of the SECP approved Real Estate in the REIT Scheme (SECP approval letter No.
SCD/PRDD/AHDRML/DCPK/2014/05 dated July 11, 2014).
4.10 INTEREST OF UNITHOLDERS
None of the subscribers of the issued Units of the Scheme have any special or other interest in the
property or profits of the Scheme other than as Unit holders of the Units in the capital of the Scheme.
4.11 DIVIDEND POLICY
The Dolmen City REIT scheme proposes to distribute at least 90% of its income as dividends to its
Unit holders on an annual basis.
4.12 ELIGIBILITY FOR DIVIDEND
The Units being issued shall rank pari-passu with the existing Units in all matters, including the right
to such bonus or right issue and dividend as may be declared by the Scheme subsequent to the Issue
of such Units.
Page 40 of 104
4.13 DEDUCTION OF ZAKAT
Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of
Zakat and Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time (except
where the Ordinance does not apply to any Unit holder or where such Unit holder is otherwise exempt
or has claimed exemption from payment/deduction of Zakat in terms of and as provided in that
Ordinance).
4.14 CAPITAL GAIN TAX (SECTION 37-A OF THE INCOME TAX ORDINANCE)
Capital gains derived from the sale of listed securities are taxable under Section 37A of the Income
Tax Ordinance, 2001 in the following manner:
Tax Rate
Holding period of securities
more than twelve months
less than twelve more than twenty
S. No. Tax Year and less than twenty four
months four months
months
1 2015 12.5% 10.0% 0%
4.15 WITHHOLDING TAX ON DIVIDENDS
Dividend distribution to shareholders will be subject to withholding tax under section 150 of the
Income Tax Ordinance, 2001 specified in Part 1 Division III of the First Schedule of the said
Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the said
Ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such
profits in case of individuals only. The following are the rates:
(a) For filer of Income Tax Returns: 10 %

(b) For non-filer of Income Tax Return: 15%
4.16 TAX ON BONUS UNITS
As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5% of the value of bonus
units determined on the basis of the day end ex-price on the first day of book closure shall be
collected by the REIT SCHEME issuing the bonus units, which will be the final tax liability on
such income of the unit holder.
4.17 SALES TAX ON SALE/PURCHASE OF UNITS
Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award the Government of Sindh,
Government of Punjab and the Government of Khyber Pakhtunkhwa have promulgated the Sindh
Sales Tax through Services Act, 2011, Punjab Sales Tax through Services Act, 2012 and the Khyber
Pakhtunkhwa Sales Tax through Khyber Pakhtunkhwa Finance Act, 2013 respectively. The Sindh
Revenue Board, the Punjab Revenue Authority and the Khyber Pakhtunkhwa Revenue Authority
administer and regulate the levy and collection of the Sindh Sales Tax (SST), Punjab Sales Tax
(PST) and Khyber Pakhtunkhwa Sales Tax (KST) respectively on the taxable services provided
or rendered in Sindh, Punjab or Khyber Pakhtunkhwa respectively.
The value of taxable services for the purpose of levy of sales tax is the gross commission charged
from clients in respect of purchase or sale of shares in a Stock Exchange. The Second Schedule of the
above mentioned Acts levy a sales tax on Brokerage at the rate of 15%. Sales tax charged under the
aforementioned Acts is withheld at source under statutory requirements.
Page 41 of 104
4.18 CAPITAL VALUE TAX (CVT) ON PURCHASE OF UNITS
Pursuant to amendments made in the Finance Act, 1989 through Finance (Amendments) Ordinance,
2012 promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on the purchase
value of Units.
4.19 TAX CREDIT FOR INVESTMENT IN IPO
Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a company, shall
be entitled to a tax credit for a tax year in respect of the cost of acquiring in the year new Units Issued
to the public by a public company listed on a stock exchange in Pakistan, provided the resident person
is the original allottee of the Units or the Units are acquired from the Privatization Commission of
Pakistan. Time Limit for holding Units has been designated as 24 months to avail tax credit. The
amount of investment, eligible for tax credit, is prescribed in Section 62 of the said Ordinance.
4.20 INVESTMENT RATIONALE
REITs provide access to quality real estate (new asset class) at low risk. It is generally challenging for
small investors to access real estate individually due to the large capital required, however REITs
allow investors to buy and sell a portion of real estate exposure in line with their financial capacity.
Some key investment considerations are:
Unique Investment Opportunity

The SECP approved real estate (Harbour Front and Dolmen City Mall) is fully operational and the
lettable space is occupied. Majority of the existing tenancy agreements have a 10% annual rent
escalation clause.
Dolmen City 2012 2013 2014

Occupancy Level (percentage) 55% 77% 92%
Rent Revenue (PKR Billion) 0.4 1.4 1.8
In 2014, Dolmen City Mall had 89% occupancy (presently occupied at 94%), whereas Harbour Front
had 100% occupancy, which on weighted average basis translates into occupancy of 92% on the
subject property. Dividend Yield on the Units of Dolmen City REIT (based on 100% occupancy and
payout) is expected to increase from 9.49% in the first year to 22.55% in the tenth year. Average
Dividend Yield for the first ten years of operations is expected to be 15.20%. Additionally, the total
return from the REIT instrument will be augmented by a capital appreciation component. The Subject
real estate is conservatively projected to grow in value by 5% per annum. This appreciation will be
reflected in the Net Asset Value (NAV) and can be realized by selling unit holding in the secondary
market.
Total Builtup Total Leasable Total Leased out

Dolmen City REIT
Area Area Area
Dolmen City Mall 1,297,407 sq.ft 559,166 sq.ft 525,969 sq.ft
Harbour Front 270,273 sq.ft 250,963 sq.ft 250,963 sq.ft
Debt Free Investment

REITs are wholly equity financed and borrowing is not permitted under the Regulations. Hence, The
Dolmen City REIT has a debt free structure and free from related cash flow distress and default risks.
Page 42 of 104
Favorable Dividend Pay-out Policy

The business plan envisages distributing at least 90% of its profits as dividends to the unit holders.
High dividend payout reduces the risk of management for investors.
Hedge against Inflation and declining Interest rates

The annual escalation in rental income in REITs hedges the investment against inflation and decline
in the interest rates.
Liquidity
The instrument will be listed at the KSE, LSE, ISE which provides investors the option to exit
anytime. Moreover, REIT Units are priced by the stock market each day and readily respond to the
changes in market sentiments.
Diversification
Diversification aims to reduce portfolio volatility for investors. Adding REITs to an investment
portfolio reduces risk since REITs have little correlation with other assets, including stocks and
bonds.
Sharia Compliant Investment

When comparing REITs to conventional debt instruments, an important factor to be considered is that
this Rental REIT is Sharia compliant as opposed to traditional debt instruments. Hence it provides
investment option that complies to the faith/belief of a large number of investors.
Copy of the Certificate of Shariah Compliance is as under:
Page 43 of 104
The relationship between Unit holders and RMC is based on Wakalahtul Istismar. The model of the
REIT Scheme is based on Shirkah and Ijarah.
Comparison with other instruments

Exposure on plain vanilla debt issues is significantly different from exposure in REITs. A novel
feature in Rental REITs is the avoidance of double taxation which is a hall mark of conventional debt
issues. In a REIT, taxes are applied only up to the extent of withholding tax and the resultant yield is
shielded from all other taxes, thereby increasing effective yield of the investor. Dividend income on
investment in Units of REIT Scheme has a withholding tax of 10% as full and final settlement,
whereas, bond coupon has both corporate tax and withholding tax, which means despite having the
same yield as debt instruments, a REIT would have a higher yield net of all taxes for corporate
entities.
Comparison with other Instruments Year 1 Year 2 Year 3 Year 5 Year 10

Dolmen City REIT (MADY)* 9.49% 9.95% 10.45% 11.56% 15.20%
Bond Equivalent Yield of REIT (MADY)* 12.94% 13.57% 14.25% 15.77% 20.73%
Special Savings Certificates 1 Year** 7.60%
Special Savings Certificates 2 Years** 7.60%
Special Savings Certificates 3 Years** 8.80%
Treasury Bill 1 Year*** 6.73%
Pakistan Investment Bond 3 Years*** 7.26%
KIBOR 1 Year*** 7.12%
KIBOR 2 Years*** 7.32%
KIBOR 3 Years*** 7.56%
* Moving Average Dividend Yield
** National Savings Rates applicable from April 1, 2015
*** Secondary Market Rates for T Bill and PIB and Offer rates for KIBOR as on May 25, 2015
A Moving Average or rolling average is a series of averages of different subsets from the full data set.
MADY for Year 2 is the average of dividend yield in Year 1 and 2, similarly for Year 10 it is the
average of dividend yield between Year 1 to Year 10.
Bond Equivalent Yield of REIT is calculated by dividing the Dividend Yield derived from Dolmen
City REIT with the post tax fraction of corporate tax rate applicable on bonds over withholding tax
rate applicable on dividends.
i.e.
Bond Equivalent Yield = Dividend Yield / [ (100%-Corporate Tax Rate) / (100%-Withholding
Tax Rate) ]
For Year 1, it is calculated as:
9.49% / [(100%-34%) / (100%-10%)] = 12.94%
Page 44 of 104
4.21 AUDITORS CERTIFICATE UNDER SCHEDULE IV, 7(G), OF REIT REGULATION 2015
Page 45 of 104
4.22 AUDITORS CERTIFICATE UNDER SCHEDULE IV, 8(D), OF REIT REGULATION 2015
Page 46 of 104
4.23 AUDITORS CERTIFICATE UNDER SCHEDULE IV, 8(E), OF REIT REGULATION 2015
Page 47 of 104
PART 5
5 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES
5.1 UNDERWRITING
Book Building Portion
Aba Ali Habib Securities Private Limited has been mandated to act as the Book Runner to the
Issue. The Book Runner shall underwrite the Book Building Portion of the Issue of 416,943,750
Units within two (2) working days of the closing of the bidding period as required under clause
5 of Appendix 2 of the Rule Book of the Karachi Stock Exchange at the Strike Price determined
through the Book Building process.
In the opinion of the Directors, the resources of the Underwriter are sufficient to discharge its
underwriting obligations/commitments.
Public Portion
As required under clause 6 of Appendix 2 of the KSE Rule Book, the Public Portion of the Issue
of 138,981,250 Units will be underwritten. The names of the Underwriters will be disseminated
on the next day of conclusion of Book Building through widely circulated national news papers
and also posted on the websites of Stock Exchanges, Book Runner and Issuer.
5.2 UNDERWRITING COMMISSION
No underwriting commission will be paid to the Book Runner
For general public portion, the underwriters will be paid an underwriting commission at the rate
of 1.0% of the amount of Issue underwritten by them. In addition, a take up commission at the
rate of 0.5% shall be paid to the underwriters on the value of Units required to be subscribed by
them by virtue of their respective underwriting commitments.
5.3 BUY BACK/REPURCHASE AGREEMENT
THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK/RE-PURCHASE

AGREEMENT WITH THE ISSUERS OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC
ISSUE.
ALSO, NEITHER THE ISSUERS NOR ANY OF THEIR ASSOCIATES HAVE ENTERED INTO
ANY BUY BACK/REPURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR
ASSOCIATES. THE ISSUERS AND THEIR ASSOCIATES SHALL NOT BUY-
BACK/REPURCHASE UNITS FROM THE UNDERWRITERS AND THEIR ASSOCIATES.
5.4 COMMISSION TO THE BANKERS TO THE ISSUE
A commission at the rate of 0.25% of the amount collected on allotment in respect of successful
applicants will be paid by the Issuer to the Bankers for services rendered by them in connection with
this Issue for Sale of Units plus Out of Pocket expenses, if any.
5.5 BROKERAGE
For the public Issuing, the Issuer will pay brokerage to the TREC holder of KSE, LSE and ISE at the
rate of 0.50% of the value of Units (including premium) actually sold through them. No brokerage
shall be paid to the TREC holders in respect of Units taken up by the underwriters by virtue of their
underwriting commitments.
Page 48 of 104
5.6 EXPENSES TO THE ISSUE FOR SALE
The expenses of this Issue are estimated not to exceed PKR 239,660,993/-. All such expenses are to
be borne by the Issuer and reimbursable from the REIT Scheme. Details of the approximate expenses
are mentioned below:
EXPENSES TO THE ISSUE

DESCRIPTION RATE AMOUNT (PKR)
Underwriters Commission - General Public 1.00% 13,898,125
Take-up Commission 0.50% 27,796,250
Commission to Bankers to the Offer 0.25% 13,898,125
Bankers to the Offer Out of Pocket PKR 1,200,000 1,200,000
Brokers' Commission 0.50% 27,796,250
KSE Listing Fees (initial) Maximum 2,500,000
KSE Listing Fees (Annual)(Above PKR10bn) 575,000+.0003% 612,986
KSE Services Fee PKR 50,000 50,000
KSE Book Building Software charges PKR 500,000 500,000
LSE Annual Listing Fees PKR 262,662 262,662
ISE Annual Listing Fees PKR 80,000 80,000
Lead Financial Advisor's & Book Runners Fee 1.25% 69,490,625
Underwriting Arrangement Fee IPO 0.50% 6,949,063
Transfer Agent and Balloting Agent PKR 2,000,000 2,000,000
Marketing & Printing Expenses Lump sum 26,547,787
SECP REIT Registration Fee PKR 1,000,000 1,000,000
CDC - Fresh Issue Fees 0.16% 35,579,200
CDC - Annual Listing Fees PKR 67,500 67,500
SECP IPO Application Processing Fee PKR 200,000 200,000
Shariah Advisory PKR 350,000 350,000
Legal Advisory and Documentation PKR 6,500,000 6,500,000
Trustees Legal Advisory for REIT PKR 800,000 800,000
Rating Agency Fee PKR 800,000 800,000
Annual Ground Rent and Sub Lease fee PKR 182,420 182,420
Valuer Fee PKR 600,000 600,000
Total 239,660,993
The above expenses are indicative under various heads. These may be re-allocated
with the various heads. However, the total shall not exceed PKR 208,576,936/-.
Page 49 of 104
PART 6
6 HISTORY, PROSPECTS AND RISK FACTORS
6.1 BRIEF PROFILE
6.1.1. The Mangers of DOLMEN CITY REIT
Arif Habib Dolmen REIT Management Limited AHDRML (formerly Arif Habib REIT
Management Limited) is established with the objective to launch REIT Schemes and provide
REIT Management Services in accordance with REIT Regulations. The company is one of the
first REIT management companies to incorporate in Pakistan. It was launched as a public limited
company on April 08, 2009 under Companies Ordinance, 1984 and registered with SECP under
the NBFC Rules, 2003.
The combined experience of its Management and Leadership from the Sponsors and Board of
Directors enables AHDRML to carry out efficient REIT Management operations. AHDRML
aspires to develop the REIT industry in Pakistan with multiple projects in the pipeline.
6.1.2. Sponsors
6.1.2.1. Arif Habib Group
With its entrepreneurial spirit and passion to undertake business projects that are transformational
in nature, the Arif Habib Group (AHG) has built prosperous businesses in the areas of fertilizer,
financial services, cement, steel, energy/wind power and real estate amongst others.
AHG is amongst the eminent corporate groups of Pakistan and is in the process of expanding
business collaborations around the world. Over the last few years, the Group has diversified into
emerging business areas contributing notably to the Pakistans economy. The group has the
ability to forge and leverage from strong partnerships. Over the years some leading names such as
Mitsubishi, Metal-One Corporation, MCB Bank, Fatima Group, Al Abbas Hum Group and
Dolmen have partnered with the Arif Habib Group.
Following are the companies of Arif Habib Group:
Name of Companies
Arif Habib Corporation Limited Pakarab Fertilizers Limited
Fatima Fertilizer Company Limited Arif Habib Limited
Power Cement Company Sachal Energy Development (Pvt.) Limited
Arif Habib Commodities (Pvt.) Limited Arif Habib DMCC
Javedan Corporation Limited Arif Habib Dolmen REIT Management Limited
Arif Habib Consultancy (Pvt.) Limited Dolmen City Project
Aisha Steel Mills Limited MCB Arif Habib Savings
Page 50 of 104
6.1.2.2. Performance of Arif Habib Group Companies:
Arif Habib Corporation Limited FY12 FY13 FY14

Paid up capital (PKR mn) 4,125 4,538 4,538
Equity (PKR mn) 24,245 24,685 25,751
Profit After Tax (PKR mn) 4,254 1,366 2,306
Break up value per share 58.78 54.40 56.75
Earnings per share 10.31 3.01 5.08
Rate of Profit / Dividends Paid 20%-10% B 25%-D 25%-D
Arif Habib Limited FY12 FY13 FY14

Paid up capital (PKR mn) 450 500 550
Equity (PKR mn) 1,096 1,343 2,012
Profit After Tax (PKR mn) 366 382 819
30%-10%
Rate of Profit / Dividends Paid 30%-11.1%B 50% - D
B
Fatima Fertilizer Company Limited CY12 CY13 CY14

Equity (PKR mn) 28,948 32,759 36,757
Profit After Tax (PKR mn) 6,111 8,022 9,258
Rate of Profit / Dividends Paid 20% D 25% D 27.5% D
Pakarab Fertilizers Limited CY12 CY13 6mCY14

Equity (PKR mn) 7,932 6,200 6,288
Profit After Tax (PKR mn) (240) (1,825) 27
Earnings / Loss per share (0.53) (4.06) 0.06
Rate of Profit / Dividends Paid 49% SD -
Power Cement Limited FY12 FY13 FY14

Equity (PKR mn) 1,125 1,495 1,429
Profit After Tax (PKR mn) 153 370 (74)
Earnings / Loss per share 0.42 1.01 (0.20)
Rate of Profit / Dividends Paid - - -
Page 51 of 104
Javedan Corporation Limited FY12 FY13 FY14

Equity (PKR mn) 4,743 5,454 6,903
Profit After Tax (PKR mn) (336) 711 842
Earnings / Loss per share (5.78) 12.23 14.48
100% at Par
Rate of Profit / Dividends Paid - -
RS
Aisha Steel Mills Limited FY12 FY13 FY14

Equity (PKR mn) 2,998 2,252 1,905
Profit After Tax (PKR mn) (86) (746) (347)
Loss per share (0.32) (3.15) (1.62)
Rate of Profit / Dividends Paid - - -
MCB - Arif Habib Savings FY12 FY13 FY14

Equity (PKR mn) 1,282 1,273 1,354
Profit After Tax (PKR mn) 145 158 183
Rate of Profit / Dividends Paid 22.5%D 25%D 27.5%D
6.1.2.3. Dolmen Group
The Dolmen Group is one of Pakistans leading real-estate groups engaged in the development,
construction and management of prime commercial real-estate. The group comprises of a)
International Complex Projects Limited, b) Dolmen Private Limited, c) Dolmen Real Estate
Management (Pvt) Limited, and d) Al Feroze (Pvt) Limited. Since its inception in 1984, Dolmen
has been the transcendent developer of quality real estate in the country, continually setting new
standards of excellence while expanding its portfolio and pushing the implementation of
architectural distinction and experiences with every new project. The Group currently owns and
manages the largest portfolio of shopping malls in the country which includes Dolmen City Mall,
Dolmen Mall Hyderi and Dolmen Mall Tariq Road, Karachi.
Dolmen has redefined the Pakistani shopping experience. With the creation of major shopping
malls across Karachi that attract a multitude of local and international retail brands and eateries,
the Dolmen Group has pioneered organized retail in the country. By establishing secure, superior
spaces that merge the best in retail and entertainment, Dolmens contribution goes beyond simply
reshaping Karachis shopping culture.
6.1.3. Shareholding Pattern
Page 52 of 104
Arif Habib Dolmen REIT Management Limited is jointly held in the ratio of 50%:50% by the
Arif Habib Group and the Dolmen Group. The joint ownership provides the RMC with financial
and operational synergies to carry out effective REIT Management services.
Shareholding Pattern
S. No. Name Designation Value of %
# of shares
Shares at Par shareholding
1 Muhammad Arif Habib Shareholder/Sponsor/Promoter 3,800,000 38,000,000 19.00%
2 Nadeem Riaz Shareholder/Promoter/Director/Promoter 10,000,001 100,000,010 50.00%
3 Muhammad Ejaz Shareholder/Promoter/Exe-Director 1 10 0.00%
4 Nasim Beg Shareholder/Promoter/Director 1 10 0.00%
5 Asadullah Khawaja Shareholder/Promoter/Director 1 10 0.00%
6 Abdus Samad A. Habib Shareholder/Promoter/Director 6,199,994 61,999,940 31.00%
7 Syed Yawar Abbas Jilani Shareholder/Promoter/Director/5 years exp. 1 10 0.00%
8 Qamar Hussain Shareholder/Promoter/Director/Independent 1 10 0.00%
20,000,000 200,000,000 100.00%
6.1.4. Sponsors Profile
Mr. Arif Habib - Chairman, Arif Habib Group
Mr. Arif Habib is the Chief Executive of Arif Habib Corporation Limited. He is also the
Chairman of Pakarab Fertilizers Limited, Fatima Fertilizer Company Limited, and Arif Habib
DMCC Dubai. He also serves as a Director in various companies including Sui Northern Gas
Pipelines Limited.
Mr. Arif Habib has been the elected President/Chairman of Karachi Stock Exchange six times
and was a Founding Member and Chairman of the Central Depository Company of Pakistan
Limited. He has served as a Member of the Privatization Commission, Board of Investment,
Tariff Reforms Commission and Securities & Exchange Ordinance Review Committee. Over
the years he has been nominated on the Board of Directors of a number of companies by the
Government of Pakistan.
Mr. Habib participates with significant dedication in welfare activities of different

organizations. To quote a few, he remains one of the trustees of Fatimid Foundation and Memon
Health & Education Foundation as well as a director at Pakistan Centre for Philanthropy and
Karachi Education Initiative.
Mr. Nadeem Riaz - Chairman, Dolmen Group
Mr. Nadeem Riaz has experience of over 30 years in the real estate market. He has developed
and managed renowned and award winning residential, commercial and retail projects. He is a
pioneer in developing state of art retail shopping malls in Pakistan, which transformed the
dynamics of the retail industry. He also leads the mall management industry through his
diversified skills in facilities management, retail management and leisure retail development.
Mr. Riaz is the Chairman of Dolmen Group and is also a member of both International Council
of Shopping Centers (ICSC) and Middle East Council of Shopping Centers (MECSC). He is
serving as a non-executive director at Arif Habib Dolmen REIT Management Limited.
6.2 DOLMEN CITY PROJECT
6.2.1. Business Case
Evolving Trend
Page 53 of 104
The heavy contribution of the services sector to Pakistans GDP signifies a broad consumer base
with growth in income and subsequently purchasing power. Within the services sector, the
wholesale and retail trade sector has gained vast momentum in the past decade.
Major office related employment in Pakistan is concentrated in the finance, professional and
business services sectors creating demand for smart, secure and modern office spaces. The cost
of land and construction under the current erratic market conditions however poses a significant
cost challenge to organizations in this regard. Demand is now focused on quality, value for
money rental accommodation at decentralized locations.
Increasing urbanization, traffic congestion, parking shortages and central business district
CBD saturation has created a need for mixed-use developments that provide a one-stop
solution to address commercial, leisure and business needs.
Concept Identification
Shopping malls provide an assortment of stores and merchandise at one location combining
shopping with leisure. Not only do they provide an inexpensive form of entertainment but also
make a large intangible contribution to the surrounding community and trade area.
As Pakistans retail consumption becomes more composite, it needs a transition from small
retail clusters to big box stores and shopping malls. Awareness stemming from foreign travel
and social influences has attracted an array of international brands. Resultantly, international
standards modern real estate developments are needed to accommodate these brands.
The gradual evolution started in the retail industry with the inception of big box chains (like
Metro, Makro and Hyperstar). This was followed by new supply of malls built to meet
international standards with adequate parking, well planned circulation, comprehensive building
management systems and centralised amenities.
Seizing the Opportunity

Having closely observed the commercial evolution, the need for a lifestyle development to meet
retail and office space requirements was identified as an opportunity and the Dolmen City
Project emerged as Pakistans first international standard mixed use development.
6.2.2. PROJECT COMPONENTS
Dolmen City, located at the scenic coastline of Karachi integrates multiple components catering
to the social and commercial needs of the city. It has five components:
Harbour Front: Nineteen storey state-of-
the art Office building; with a built up area
of approximately 270,273 square feet
Dolmen City Mall: Multi storey regional

mall of international standards with a built
up area of more than 1.29 million square
feet
Executive Tower: Sea-facing multi storey

office building (Not part of the REIT
Scheme); and
Envisaged (Tower A and Tower B): Two

towers of thirty five stories each to
accommodate hospitality and office space
(Not part of the REIT Scheme)
Page 54 of 104
6.3 DOLMEN CITY REIT
6.3.1 REIT Objective
Arif Habib Dolmen REIT Management Limited (AHDRML, the REIT Management Company)
proposes inclusion of only the Harbour Front and the Dolmen Mall (together referred to as the
subject real estate); in a Perpetual; Rated; Listed; Closed end; Shariah Compliant; Rental REIT
scheme, with the objective of generating rental income for Unit holders. The REIT Scheme may
also generate gains for the Unit holders from selling the real estate or parts thereof, with prior
written approval from the Commission (Securities & Exchange Commission of Pakistan or the
SECP).
The subject real estate has been approved by the SECP for inclusion in the REIT scheme under
Regulation 6 of the repealed REIT Regulations 2008 (now REIT Regulations 2015) vide letter
no. SCD/PRDD/AHDRML/DCPK/2014/05, dated July 11, 2014.
SECP has granted Approval of Name of Scheme and Trustee, Business Plan and Trust Deed
under Regulation 7 of the repealed REIT Regulations 2008 (now REIT Regulations 2015).
Page 55 of 104
6.3.2 REIT Property Details
Specifications
Built up Area Lettable Area

S. No. Real Estate area description
(square feet) (square feet)
1 Lower Basements 186,153 -
2 Upper Basements 274,285 5,585
3 Ground floor 241,052 192,928
4 Mezzanine floor 19,879 -
5 First floor 275,399 180,156
6 Second floor 272,972 180,497
7 Plant and Transformer Rooms Third floor 27,667 -
8 Floors 3 to 19 270,273 250,963
Total 1,567,680 810,129
The Harbour Front Salient features
State-of-the-art Security System
The building is monitored 24x7

via a digital CCTV system, while
all access points of the building
including lobbies and parking
areas are being controlled via
speed-gates, parking barriers and
highly trained personnel.
Integrated Building
Management System (IBMS)
All sub-systems of the complex including Heating, Ventilation and Air-conditioning HVAC,
Health & Safety (Fire, Access Control, CCTV), Mechanical, Electrical, Elevators, etc. are
controlled by the countrys first truly 'Integrated Building Management System'. This system
enables operators to achieve the maximum degree of energy management, while giving a high
degree of control over all operational aspects of building in a unified manner.
Fibre-Optic Communication System
The building is equipped with an in-house fibre-optic network ensuring high-bandwidth/high-

availability, end-to-end fibre optic data connectivity. The building infrastructure accommodates
all high-demand applications required by the tenant e.g. Video Conferencing.
Voice Data Infrastructure
The building has a Tier-2 data center with a capacity to be scaled to a Tier-3 facility. This data
centre hosts all the building sub-systems. The building also has a dedicated Optical Network
Unit to provide maximum flexibility and reliability catering to all kinds of voice circuits
required by the tenants.
Page 56 of 104
Uninterrupted Power Supply
Uninterrupted power supply is ensured via a continuous system of power generation.
Centrally Air-Conditioned
The building is centrally air conditioned with IBMS climate controlled system. Specific
provisions have also been made for uninterrupted server room air conditioning complete with
back up facilities.
Centralized Mail Room and Cargo Delivery Area
The building is equipped with a centralized mail room and cargo delivery area. Mail collections
and cargo deliveries are received at one point to avoid unauthorized access to the tenant offices
and ensure the safety and convenience for the building occupants.
National Fire Protection Association (NFPA) Compliant Fire Alarm/Suppression System
Each tenant floor has its own integrated fire alarm and fire suppression system consisting of
smoke detectors, voice evacuation system, sprinkler system, smoke extraction system and two
fireproof exit doorways to stair ways.
Reserved Tenant and Visitor Parking Facility
The Harbour Fronts parking is especially managed and maintained for the occupants of the
building. The parking area is fully illuminated, fire-controlled and access to the reserved parking
area is filtered by means of electronic vehicle tags.
Valet Parking Facility
Valet parking is available for tenants and authorized visitors.
High-Speed Elevator
Access to tenant floors is via six high-speed, large capacity Mitsubishi elevators.
Direct Access to the Food court & Shopping Mall
Direct access is available to Dolmen Mall Clifton through a secure dedicated entrance at Level
2.
Fact sheet
Operational Since April 2008

Built-Up Area 270,273 SFT.
Leasable Area (excluding 300 sq. ft. for TCS in upper basement and 5,581
250,963 SFT.
sq. ft. for Summit Bank on Ground Floor; which are part of Harbour Front)
Total Floors (excluding 1 mezzanine level on 19th floor) 19
Office Floors 17
High Speed Elevators 6
Page 57 of 104
The Dolmen Mall Salient features

Tenancy Mix:
Retails Outlets: Special consideration has Prominent retail outlets in the Mall
been given to the tenancy mix at Dolmen Mall include Debenhams, Mango, Toni &
Clifton. An effective tenancy mix ensures that Guy, Charles & Keith, Next, Nine West,
the mall has the right combination of outlets Timberland, Mothercare, Khadi, Hub and
with the right placement to enhance the Jafferjees.
shopping experience for its patrons.
Anchors Stores: Apart from 130 retail outlets,

the mall has strategically placed multiple Most prominent anchor tenant in the
departmental and anchor stores which attract a Mall is Hyperstar.
large footfall and maximize shopper
circulation throughout the mall.
F&B Outlets: The mall has over 30 different Prominent F&B outlets in the Mall
options in the food & beverages category, include The Fat Burger, Johnny Rocket,
which includes coffee shops, diners, fast food Gun Smoke, Burger King, Espresso,
chains, dessert shops and fine dining Gloria Jeans, Noodle House, PappaRoti,
restaurants. McDonalds and Bombay Chowpatti.
Spacious walkways and atriums:
The layout of the mall not only ensures a smooth pedestrian traffic flow, but also provides
shoppers with pleasant open atriums which frequently host brand activation events.
Amusement Centres
Two family amusement centres are available at the mall including Sindbads Wonderland and
KidzDunya.
Handicap accessibility
The entire shopping mall is accessible by handicapped shoppers. Special measures have been
taken in this regard which include dedicated car parking spaces, ramps, wheel chair accessible
toilets, large elevators and moving walkways.
Multi-level basement and surface parking
A sophisticated car parking management system is installed at the multi-level basement cark
park to assist visitors.
Page 58 of 104
Plant & Equipment

Utilities and sub-systems supporting the Dolmen City complex comprise of: plant & equipment
for Power Generation, Heating Ventilation and Air conditioning HVAC, Security, Health &
Safety (Fire, Access Control, CCTV), Mechanical, Electrical, Elevators, etc.
Operational Since November 2011
Built-Up Area 1.29 Million Sq. Ft.
Leasable Area (including 300 sq. ft. for TCS in upper basement and 5,581 sq. ft.
559,166 Sq. Ft.
for Summit Bank on Ground Floor; which are part of Harbour Front)
Footfall (Approx. Per Annum) 9 Million
Dept. / Anchor Stores 7
Retail Outlets 127
F & B Outlets 23
Amusement Centre 2
Valuation of Real Estate

According to the REIT Regulations, the fair market value determination of the real estate must
be based upon at least two prescribed approaches. The approaches are:
Cost Approach
Sales Comparison Approach; and
Income Capitalization Approach
The subject real estate has been valued by a Pakistan Banks Association (PBA) approved
panelist - National Engineering Services Pakistan (Pvt.) Limited NESPAK in November 2014.
The Valuation report can be downloaded from: www.arifhabibdolmenreit.com/
The Valuer used all prescribed approaches to value the real estate and has arrived at the
following valuation:
Value of Real Estate assessed by NESPAK

(figures rounded to nearest decimal place) PKR
Cost Approach 18,161,000,000
Sales Comparison Approach 51,400,000,000
Income Capitalization Approach (Valuers assessment) 43,208,000,000
Income Capitalization Approach (On project rentals) 33,362,000,000
Cost Approach:
The fundamental premise of the cost approach is the estimated present cost of construction plus
land value of real estate. It provides bases for determining replacement value for properties with
no readily available comparison; A shortcoming of this approach to valuation is that it does not
take into account the loss of income during construction and till the time project achieves desired
occupancy. NESPAK has assessed the following value of the project based on cost approach:
Page 59 of 104
Value of Real Estate by Cost Approach Area @ Rate Value (PKR)

(PKR)
Cost of Construction - Shopping Mall 1,297,407 9,000 11,700,000,000
(per sq. ft.)
Cost of Construction - Harbour Front (per 270,271 7,000 1,900,000,000
sq. ft.)
Land Value (per sq. yd.) 15,201.68 300,000 4,561,000,000
Total Value of the proposed Real Estate(rounded to nearest hundred 18,161,000,000
million)
Sales Comparison Approach:

The Sales Comparison Approach (SCA) compares the subject property characteristics with those
of comparable properties which have recently been sold. The process adjusts the prices of
comparable transactions according to the presence, absence, or degree of characteristics, which
influence value. This approach is commonly used in real estate appraisals and it is closer to
market value. It ignores the duration and cost involved in converting the property in cash. Many
a times there is no readily comparable property available to use this approach. As such, there is
presently no similar size or scale real estate transaction in Karachi for comparison with Dolmen
City.
Value of Real Estate by Sales Area @ Rate per sq.ft. Value (PKR)
Comparison Approach (square (PKR)
feet)
Shopping Mall (net covered area) 836,969 55,000 46,000,000,000
Harbour Front (covered area) 270,271 20,000 5,400,000,000
Total Value of the proposed Real Estate (rounded to nearest hundred 51,400,000,000
million)
Value based on Income Capitalization Approach (Valuers Assessment):

Income Capitalization is a valuation method used by appraisers and real estate investors to
estimate the value of income producing real estate. It is based upon the premise
of anticipation i.e., the expectation of future benefits. It converts anticipated cash flows into
present value by "capitalizing" net operating income NOI (which accounts for the operating
expenses on the property) by a market derived "capitalization rate". It is a better valuation
benchmark for income producing real estates. Slight changes in the net operating income or in
the capitalization rate make a huge difference in the true value of the property under valuation.
NESPAK has arrived at the following value based on Income Capitalization Approach:
Fair Value of Real Estate by Income Capitalization Approach

Estimated Gross Rent (First Year) PKR 3,360,600,000
Operating Costs (as percentage of gross rent) 10%
Estimated Net Operating Income (First Year) PKR 3,024,540,000
Industry Capitalization Rate (NOI/Sale value) 7%
Total Value of the proposed Real Estate (rounded to nearest hundred PKR
million) 43,208,000,000
Page 60 of 104
Value based on Income Capitalization Approach (on projected rentals):
NESPAK has arrived at the following value based on Income Capitalization Approach:
Fair Value of Real Estate by Income Capitalization Approach

Income Statement Year 1
Revenue:
Gross Rental Revenue PKR 2,475,044,876
Ancillary Income PKR 85,000,000
Sub-Total Revenue (A) PKR 2,560,044,876
Less Operating Costs:
SECP Monitoring Fee PKR 23,025,540
Property Manager Fee PKR 148,502,693
Ancillary Income Collection Fee PKR 12,750,000
Insurance Expense PKR 64,076,070
Property Tax PKR 21,368,876
Other Recurring Expense PKR 5,479,077
Marketing Expense PKR 49,500,898
Sub-Total Operating Cost (B) PKR 324,703,154
NOI (A-B) PKR 2,235,341,722
Capitalization Rate 7%
Total Value of the proposed Real Estate (rounded to nearest PKR 33,362,000,000
hundred million)
Transaction Value:
The subject real estate is proposed to be purchased as a single, mixed-use, managed property in
the first REIT scheme of Pakistan. Its returns to Unit holders should be comparable to that
available from the Capital Markets. The capitalization rates for rented properties in general are
in the range of 4% to 6%, however due to the size of the property the valuer has used 7% as their
basis to assess value using Income Capitalization Approach. The NOI ignores the size of the
property and its relative valuation, therefore determining the capitalization rate which captures
the true valuation is challenging.
On application of 7% capitalization rate to the net operating income based on ICPLs last year
financials (2014), we arrive at the property value of PKR 22 Billion. When we apply 7% cap rate
to the projected NOI, we arrive at the property value of PKR 33 Billion. These are substantially
lower than the assessment of valuer above, we have agreed with the seller at the property
valuation of PKR 22 Billion based on 10% capitalization rate on the projected NOI.
6.3.3 REIT Structure
Name of the Proposed Scheme

As approved by the SECP vide its letter No. SCD/PRDD/AHRML/DCPL/2013/591 dated
January 01, 2014, the proposed scheme shall be called Dolmen City REIT.
Registered Address of RMC

Arif Habib Centre, 23 M.T. Khan Road, Karachi
Registered Address of the Trustee

CDC House, 99-B, Block B S.M.C.H.S., Main Shahra-e-Faisal, Karachi
Page 61 of 104
REIT Fund / Fund Size

Dolmen City REIT will have fund size of PKR 22.237 billion inclusive of transfer fee of
approximately (PKR 237 Million).
Tenure
The Scheme is perpetual. However, the trust may be revoked by the Commission on the
occurrence of the events stated under Regulation 40 of the Regulations or a replacement thereof.
Dolmen City REIT aims to provide steady annual dividends through rental income from the
REIT property (Dolmen City Mall and Harbour Front) with additional benefit to investors from
capital appreciation of the real estate which shall be passed on to them if REIT sells the real
estate or part thereof. Investors may also realize the appreciation in value by selling Units in the
secondary market through the stock exchanges.
Trustee
Central Depository Company of Pakistan Limited has consented and approve by the
Commission vide its letter no. SCD/PRDD/AHRML/DCPL/2013/591 dated January 01, 2014,
for appointment as the Trustee of Dolmen City REIT.
Property Manager
Dolmen Real Estate Management (Pvt) Limited will be the Property Manager of Dolmen City
REIT and will provide Facilities / Common Area Management, Leasing services and Marketing
Services to the REIT Project.
Valuer
National Engineering Services Pakistan (Pvt.) Limited NESPAK (for a period of two years)
Shariah Advisor
Shariah Advisor of Dolmen City REIT is Mufti Ibrahim Essa who has completed his Darse
Nizami (Masters in Quran and Sunnah) and Takhassus Fil Fiq (Specialization in Islamic
Jurisprudence) from Jamiah Darul Uloom Karachi under the supervision of Mufti Muhammad
Taqi Usmani.
He is also a Teacher and Member of Darul Ifta Darul Uloom Karachi (September 2006 to
date). Mufti Ibrahim Essa is also associated as Shariah Advisor with different Islamic Financial
Institutions, an Islamic Bank, Mudarabas and an auditing Firm. He has written more than Two
thousand Fatawa on different topics.
The Key responsibilities of Shariah Advisor include Shariah advisory in finalization of all
constitutive documents of REIT Scheme and tenancy/leasing agreements, Shariah advisory in
relation to real estate takaful, accounting and to provide advice to the RMC for all REIT related
matters from time to time and carry out Shariah compliance review of Dolmen City REIT every
six months and issue certification thereon.
Any dispute between Shariah Advisor and RMC in respect of any Shariah matter will be referred
to Islamic Finance Department (IFD) of SECP for final resolution.
Income Purification & Charity guidelines

In an inadvertent circumstance that the Shariah Advisor discover any part of the Income of
Dolmen City REIT non-shariah compliant, it will immediately be transferred into a dedicated
charity account and subsequently (within one year) it will be paid to any recognised charitable
institution on the advice of Shariah Advisor. Such income can be non-shariah compliant due to
occupancy of leasable space by non-shariah compliant tenants as assessed by Shariah Advisor or
investment of REIT Asset in non-sharia compliant securities or instruments.
Page 62 of 104
DOLMEN CITY REIT WILL BE COMPLIANT WITH ANY SHARIAH RULES AND
REGULATIONS PROMULGATED BY SECP AS APPLICABLE
Acquisition of Real Estate

A binding purchase agreement has been executed between Central Depository Company of
Pakistan Limited, CDC being the Trustee of Dolmen City REIT and International Complex
Projects Limited ICPL being the owner of the real estate for the purchase of Harbour Front and
Dolmen Mall by the REIT scheme. The sale has been executed through the registry and micro-
filming of the Sub-Lease Deed with Sub-Registrar and Photo-Registrar; and the properties have
been vested to the Trustee.
Attornment of tenancy agreements will be undertaken between the existing tenants and the
Trustee of the Dolmen City REIT, after the transfer of real estate in the name of Trustee.
Key Service Providers

Arif Habib Dolmen REIT Management Limited (the RMC) appoints the following parties,
wherever required, to provide services to Dolmen City REIT under the REIT Regulations:
Central Depository Company of Pakistan Limited (CDC) as the Trustee of the REIT scheme;
NESPAK as the Valuer for the first two years;
Dolmen Real Estate Management (Pvt) Limited as the Property Manager;
JCR-VIS Credit Rating Co. as the Rating firm to provide fund stability rating;
Mufti Muhammad Ibrahim Essa (Fazil Jamiah Darul Uloom, Karachi) as Shariah Advisor
KPMG as auditors to Dolmen City REIT for the first year; and
Central Depository Company of Pakistan Limited (CDC) as the Unit Registrar which has the
necessary experience and capacity
The project is covered through Takaful from Jubilee General Takaful
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6.3.3.1 Dolmen City REIT Model Summary

ICPL
HNWIs, Inst. Investors (75%)
(In lieu of Real Estate, RMC
General Public (25%)
including 20% Unit holding as (Regulatory)
(IPO)
strategic investor)
70% Units 5% Units 25% Units
Cash
Harbourfront &
Dolmen Mall via
International Sub-Lease Arif Habib Dolmen
Complex Projects DOLMEN CITY REIT REIT Management
Ltd. (ICPL) Cash equal to 25% Limited
property value
(REIT Management
Company RMC)
Dolmen Real Estate

Central Depository Mufti Muhammad
Management (Pvt.) NESPAK
Company, CDC Ibrahim Essa
Limited
Property Manager Trustee Shariah Advisor Valuer
6.3.3.2 Feature of Dolmen City REIT
1) International Complex Projects Limited ICPL has sold the Harbour Front Building and the
Dolmen Mall to the Trustee of Dolmen City REIT, Central Depository Company of Pakistan
Limited, CDC. The sale has been executed through the registry and micro-filming of the
Sub-Lease Deed with Sub-Registrar and Photo-Registrar; and the real estate have been vested
to the Trustee;
2) The sale is partially in consideration of Units of Dolmen City REIT and partially in cash.
25% Units will be offered in the IPO phase through Book Building mechanism.
75% units have been issued to ICPL in lieu of real estate. Out of which 20% Units will be
kept by ICPL as Strategic Investor in the blocked account as per Regulation 11(1) of the
REIT Regulations 2015.
5% has been acquired by the RMC from ICPL which will also be kept in the blocked account,
as per Regulation 11(1) of the REIT Regulations 2015;
3) Attornment of existing tenancy agreements in the name of Trustee has been done through
letter/intimation of transfer of ownership to all tenants, after the real estate is transferred in
the name of Trustee of Dolmen City REIT;
Page 64 of 104
REIT Operations
Unit
RMC DOLMEN
Holders
CITY REIT
Annual
Provides Rating
REIT
Management
Services
Fee RATING SHARIAH
AUDITOR
AGENCY ADVISOR
UNIT
Dividends REGISTRAR RMC Fee Fee Fee Fee
TRUSTEE
Six monthly Rent Income
Valuation
PROJECT
RMC will operate the REIT Scheme as
REAL ESTATE
per the Trust Deed approved by SECP.
Trustee will be custodian of funds and
property title documents and will
ensure distribution of income to the Unit
holders.
Property manager will provide and Facility
manage all facility management Asset
Valuation Management
services and rent collection. & Rent
Valuer will provide 6 monthly valuation Collection
of real estate to the SECP and RMC.
Shariah Advisor check Shariah
Compliance, Rating Agency Rate the
Scheme and Auditor audit accounts
PROPERTY PROPERTY
VALUATOR MANAGER
Property
Valuer Fee Manager
Fee
The RMC will operate the REIT Scheme as per the Trust Deed approved by SECP. Property Manager
will provide Common Area Management or facilities management services, Leasing and Marketing
services and shall ensure rent collection. Valuer will update valuation of real estate every six months
as per Regulations. The Trustee will be the custodian of funds, interests of Unit holders and property
title documents.
Page 65 of 104
6.3.4 Investment Policy
REIT Fund
The investment objective is to invest the REIT Fund to purchase the subject real estate approved by
the SECP for inclusion in the REIT scheme, under Rule 6 of the repealed REIT Regulations 2008
(now REIT Regulations 2015), vide its letter No. SCD/PRDD/AHDRML/DCPK/2014/05, dated July
11, 2014.
Surplus Cash
The investment objective of the fund is to invest the surplus cash available to the REIT Scheme e.g.
cash available after dividends distribution and capex in the following Shariah compliant asset classes:
Shariah Compliant Asset Minimum Acceptable Maximum Allocation %age of

Category Rating the total
Bank Deposits AA (Double A) Long term 100%
Government Securities 100%
6.3.5 Dividend Distribution Policy
Dolmen City REIT proposes to distribute at least 90% of its income as dividend to its unit holders on
an annual basis.
6.3.6 Asset Replacement and Refurbishment
The fixtures and plant & equipment supporting the Shopping Mall and Harbour Front building in
Dolmen City REIT shall be replaced or refurbished as and when required or at the end of their useful
life. Such requirements shall be intimated by the Property Manager to the RMC and shall also be
highlighted in the annual project health survey. Under the Property Management Agreement PMA,
the responsibility of maintaining the facilitys common areas, plant & equipment supporting the
project and associated revenue expenditures rests with the Property Manager.
The revenue of Dolmen City REIT is adequate to cover foreseeable capital expenditure requirements.
However in an event where after distribution of 90% profits, sufficient cash is not available, Bonus
Units will be issued as per Regulation25(4) of the Regulations and subject to specific SECP approval.
6.3.7 Termination and winding up of the REIT Scheme
REIT Scheme may be terminated as per the provisions of the Registered Trust Deed of Dolmen City
REIT, or when the RMC sells all the underlying assets with the approval of SECP and consent of unit
holders and as per Regulations 40 of the Regulations, which states:
(1) A REIT Scheme may be extinguished by the occurrence of any one or combination of the
following events,-
(i) The REIT Scheme has reached end of its life as specified in the Trust Deed; or
(ii) where the unit holders pass a special resolution as defined in the Ordinance, demanding
revocation of the Trust; or
(iii) where the RMC goes into liquidation, becomes bankrupt or has a liquidator appointed
over its assets, or its license has been cancelled or does not hold valid license unless the
management rights have been transferred in conformity with these regulation; or
(iv) in the opinion of the RMC the REIT Scheme is not commercially viable or the purpose of
the scheme cannot be accomplished or its objective cannot be achieved and the unit
holders have consented to such an action through a special resolution as defined in the
Ordinance:
Page 66 of 104
Provided that the RMC shall not vote at such meetings and their presence shall not be
counted towards requisite voting for special resolution;
(v) in the opinion of trustee and on occurrence of any event or circumstances which, as per
Trust Deed, triggers conditions that require the REIT Scheme to be revoked; or
(vi) where the Commission deems it necessary to revoke the REIT Scheme and directs so to
the Trustee or the RMC in the interest of unit holders.
(2) RMC sells the underlying assets with the approval of SECP and consent of unit holders
6.3.8 Accounting Policy
International Accounting Standard (IAS 40), Investment Property, as defined in the standard,
Investment property is property (land or a building or part of a building or both) held (by the owner or
by the lessee under a finance lease) to earn either rentals or capital appreciation or both (IAS 40.5).
Fair value model is used for Financial Reporting purpose, as allowed under the standard.
According to IAS 40, Fair Value Method:
Gains or losses arising from changes in the fair value of investment property must be
included in net profit or loss for the period in which it arises. (IAS 40.35)
Where a property has previously been measured at fair value, it should continue to be
measured at fair value until disposal
6.4 RISK FACTORS
6.4.1. Market Risk

The Funds NAV may react to the stock market movements. The investor could experience fluctuation
in the unit trading price in response to factors such as economic and political developments, changes
in interest rates and perceived trends in the stock and real estate market prices.
Real Estate being the underlying asset, the volatility in NAV and resultantly in Unit prices is likely to
be low, thereby giving reasonable assurance to investors of a steady return.
6.4.2. Credit Risk

Credit risk is the risk of loss arising from default by a creditor or counterparty. In this case, default
may occur due to the tenants non-payment of rent.
Existing long-term tenancy agreements with corporations and business which possess strong brand
names will be novated to Dolmen City REIT for the subject property. Further the existing tenancy
agreements provide for the landlord to terminate agreement in case of non-payment of rent.
Furthermore, all tenants of Harbour Front and the Shopping Mall are well-reputed, international,
multinational and local brands/corporate, capable of honoring their obligations towards rental
payments of the property.
6.4.3. Liquidity Risk

By investing in the REIT Units, investor assumes the risk of not being able to sell the REIT unit
without adversely affecting the price of the instrument.
Listing on the Stock Exchanges where adequate liquidity is available, provides the investor a chance to
sell the Units at a fair value.
Page 67 of 104
6.4.4. Economic Risk

The growth in real estate sector is largely dependent upon the economic conditions prevailing in the
country. An economic slowdown in the country may adversely affect the growth and performance of
the real estate sector.
Pakistans economy has rebounded from recent fluctuations and macro indicators are positive calling
for a healthy recovery. Similar trends are expected in real estate, which usually has cycles with the
present scenario being considered as a trough. Revenue of Dolmen City REIT is dependent on both
offices and retail tenants who are capable of honoring their obligations towards rental payments. This
diversifies the revenue pool and mitigates risk on of real estate performance.
6.4.5. Country or Political Risk

Country or Political risk is the uncertainty of returns by the possibility of a major change in the
political or economic environment of the country such as:
Break down of law and order, war, disaster

Any governmental actions, legislative changes or court orders restricting payment of rents or
dividends or sale / transfer of property or imposition of taxes
Expropriation of assets
Pakistans government has shown consistent resilience to threats arising from conflict or political
pressures and is expected to keep Pakistans asset safe. In case of transfer of power, the shift is
expected to be smooth without causing any interruption in the process. Moreover, change in
government is less likely to affect the revenue from property.
6.4.6. Substantial Discount Risk

The Funds market price may be valued at a substantial discount to its NAV
Due to numerous factors ranging from the opportunity available to investors of closed end funds to
book direct exposures in equity stocks which form part of the fund portfolio to the lack of demand of
such funds, there is usually a trading discount on the funds net asset value. However, historic global
data suggests that on average, REITs have traded roughly at parity relative to asset value/NAV over
the last twenty plus years.
Unlike prevailing closed end funds listed on the stock exchange, REIT offers exposure to an exclusive
asset class (real estate), which otherwise is not available to investors through the stock exchange.
Dolmen City REIT offers one of its kind investment opportunities and it is expected that the market
price will trail its NAV.
6.4.7. Occupancy Risk

Risk of occupancy levels dropping in the future
There is a high switching cost involved for tenants to relocate. Moreover, Dolmen City carries strong
brand image as the premier mall in Karachi with widespread interest in potential tenancy in the
pipeline.
6.4.8. Natural Calamity Risk

The risk that an earthquake, fire or any other natural disaster may affect the project
The building structure of Dolmen City project is earthquake resistant to UBC 2B level (moderate to
severe seismic risk, up to 7.5 on Richter scale). It complies with all structural standards and the project
real estate assets are covered by comprehensive insurance.
6.4.9. Risk of Shariah Non-Compliance

The Dolmen City REIT may become non-Shariah compliant in future
Page 68 of 104
RMC is committed to keep the fund (Dolmen City REIT) Shariah Compliant in perpetuity. Shariah
review after every six months will be conducted by Shariah Advisor and all constitutive aspects of
Dolmen City REIT will be ensured to remain Shariah compliant.
Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED
AND THAT NOTHING HAS BEEN INTENTIONALLY CONCEALED IN THIS
RESPECT.
Page 69 of 104
PART 7
7 CRITICAL SUCCESS FACTORS & INDUSTRY REVIEW
7.1 Dolmen City REIT Critical Success Factors
7.1.1 Location & Area Profile of the Real Estate
Dolmen City is at a prime location away from the congestion of the traditional business district with easy
access to business and financial districts. The development is at the cusp of the affluent Clifton and
Defense Housing Authority residential and commercial areas. The traditional business districts of
Shahrah-e-Faisal, Saddar and Tariq Road are a 20 minute drive away while the financial district of I.I.
Chundrigar Road is at approximately a 15 minutes drive.
Dolmen City is located in Block 4 of

Clifton, which is one of the older
affluent areas of the city. The
municipality of Clifton Cantonment
has a population of about 80,000
residents and is located on the
southwest Karachi bordering Saddar
Town and the Port area. The Sea
View beach, which is the most
popular open air recreational area in
Karachi, is adjacent to Dolmen City.
Block 8
Block 7
Block 6 Block 9
Block 5
Block 1 Block 2
Block 3
Block 4
The primary trade area (2km radius) comprises various DHA phases and Clifton, both of which are
affluent residential areas at either side to the project.
Page 70 of 104
2km
Boating Bin Qasim Dolmen City

Basin Park
Arabian
Sea
2km
Area Status Jurisdiction Income

Nearly all built up, slowly commercializing; total area of
Clifton Cantonment Wealthy
Clifton is estimated at about 3,000 Acres.
Defence Housing Phases 1 - 7 are nearly 85% built. Total DHA Area, including
DHA Wealthy
Authority Phase VIII, is about 8,000 Acres
DHA Phase VIII Phase 8 (50% of entire DHA) is less than 25% built DHA Wealthy
7.1.2 Planning & Development
Page 71 of 104
The developers of Dolmen City have established a reputation for premium commercial and retail
property development over the last 30 years. For commercial real estate to be successful a perfect mix of
timely execution, quality development, optimal space utilization and attractive building features are
integral to the planning stage. Harbour Front and Dolmen Mall perfectly combine these essential
ingredients of success. Its architects are Arshad Shahid Abdulla (Pvt.) Limited, contractors are Paragon
Constructors (Pvt.) Limited and property managers are Dolmen Real Estate Management (Pvt) Limited.
7.1.3 Multiple Options to Customers / Visitors
Dolmen City offers multiple options to its visitors and customers ranging from retail and leisure, to
business. The retail space is designed as a lifestyle centre offering the best of retail and a multipurpose
leisure destination including restaurants, kids fun areas, brand activation and entertainment in the retail
atriums, hypermarket and a distinctive design ambience conducive to casual browsing. The Harbour
front offers a signature address for office space in Karachi. Customers benefit from adequate parking in
the two basement levels including valet parking, easy access to the mall atriums, high speed elevators,
state of the art security and building management systems. The Mall has 130 retail outlets, a multi-level
departmental store, and a food court that accommodates nearly 1,200 customers.
7.1.4 High Profile Tenants
Existing occupancy of the subject real estate is

held by credible tenants (mostly international
brands and multinational corporations)
generating steady cash flow stream.
Dolmen Mall
Anchored by Hyperstar and Debenhams, Dolmen
Mall Clifton has a strong mix of local and
international brands including Mango, Next,
Nike, Mothercare, Khadi, Nine West,
Timberland, Toni & Guy and Charles & Keith.
Total Outlets: 189 including vacant stores

Spread over 3 storeys (Ground plus two)
Occupancy: 94%
Profile:
As seen in the adjacent chart, the highest
occupancy by tenant retail category is
apparel (39%) while food (21%) is the
runner-up. Other categories represent an
even tenancy mix. Approximately 6% of the
mall is currently vacant, which essentially
comprises of an anchor store. Negotiations
are underway with a leading international
branch and the space is expected to be
occupied in a short period. The mall
provides a strong eco-network as it
accommodates all top local and
international brands currently operating in
the city.
The Harbour Front

The current tenant portfolio of The Harbour Front boasts leading companies such as Engro Corp, Phillip
Morris, Mitsubishi Corp., Procter & Gamble, City Bank, Q-Mobile, Chevron, Asia Petroleum and Byco.
Page 72 of 104
Total: 17 lettable floors

Current Occupancy: 100%
Profile:
The Harbour Front enjoys 100% occupancy from some of the top companies operating in the
country. The largest single occupant is Engro with 32% while Philip & Morris, P&G and Byco
occupy an equal share of 11% each.
Unique security features and extensive screening make the building the top contender for
multinational companies and those employing expats.
7.1.5 Attractive Yield
The prevalent average rental yield for real estate investment in Pakistan is in the range of 4% to 6% of
the property value. Dolmen City REIT will acquire the real estate at half the market value which
results in an attractive yield of more than 9% for the Unit holders.
Inclusion of this landmark real estate project in a REIT Scheme will generate investor interest and
would be a trendsetter for Rental REIT Schemes.
7.1.6 Tenants Retention / Maintenance Strategy
The property manager has been operating in the local retail real estate market for over 30 years and has
developed long-term relationships with local and international retailers. This relationship is constantly
reinforced with regular meetings and detailed discussions with regards to outlet performance,
marketing plans and future real estate requirements.
In addition to a continuous customer footfall tracking process, customer feedback is regularly obtained
to develop an understanding of property performance and demand inclination. Regular brand
activation events and promotional activities take place at the mall to increase customer footfall.
A highly qualified maintenance team is responsible for overall operation and maintenance of the
facility. Using an automated system to monitor the premises, maintenance is carried out at regular
intervals to ensure that asset is impeccably maintained.
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7.1.7 Experienced Property Manager
Dolmen Real Estate Management (Pvt) Limited
Dolmen Real Estate Management (Pvt) Limited is incorporated on March 17, 2015, and has acquired
the management and operations of Dolmen (Pvt.) Limited. The company has deployed the best
property management solutions available in the country. The company enjoys the goodwill of being
the present property manager of Dolmen City project and provides a complete range of project
management solutions to address client requirements from leasing and facilities management to project
marketing.
Professional Services
Facilities Management
Complete facility management of all back and front end services pertaining to operation of the
building including housekeeping, security, operations, maintenance and IT.
Leasing
The RMC has appointed Dolmen Real Estate Management (Pvt) Limited for Tenant prospecting,
designing retail tenancy mix, lease/contract management, legal affairs and casual leasing.
Marketing
The promotion function of the property, aims to increase the profile of the mall and increase
footfall levels via events, promotions and PR generating activities.
The company has an illustrious portfolio of clientele and is also the property manager of Dolmen Mall
Tariq Road, Karachi and Dolmen Mall Hyderi, Karachi. Dolmen Real Estate Management (Pvt)
Limited has an extensive team of professionals and internal collaborations with various sub-
contractors to ensure quality execution and business continuity while meeting international standards
of property management.
Dolmen Real Estate Management (Pvt) Limited - Team
Mr. Nadeem Riaz Chief Executive Officer
Mr. Nadeem Riaz has experience of over 30 years in the real estate market. He has developed and
managed renowned and award winning residential, commercial and retail projects. He is a pioneer in
developing state of art retail shopping malls in Pakistan, which transformed the dynamics of the retail
industry. He also leads the mall management industry through his diversified skills of facilities
management, retail management and leisure retail development.
Mr. Riaz is the Chairman of Dolmen Group and is also a member of both International Council of
Shopping Centres (ICSC) and Middle East Council of Shopping Centres (MECSC).
Mr. Faisal Nadeem Chief Operating Officer
Mr. Faisal is a director at the Dolmen Group, one of Pakistans leading real estate organizations. He
has been involved in the development, marketing and management of prime commercial and retail real
estate projects including Dolmen Mall Clifton, currently the largest shopping center in Pakistan.
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Mr. Faisal started his career at Al Feroz (Private) Limited as Manager Special Projects in 2008 and
was associated with the development of Dolmen Mall Tariq Road, Dolmen Mall Hyderi, Dolmen Food
Courts, The Harbour Front Office Tower and Dolmen Mall Clifton. He later served in the capacity of
Director Leasing, for the Dolmen property portfolio. He is currently serving as the Chief Operating
Officer at DPL property management, which manages over 1.5 million square feet of prime retail and
commercial space.
Mr. Motiur Rehman Head of HR
Mr. Motiur Rehman has over 25 years of professional experience in the HR industry. He started his
career with Glaxo Smith Kline and later moved to Unilever where he served for over 20 years leaving
as a member of Senior Management. He is a Certified Master Trainer from the Management Training
and Development Institute, Washington DC. He is also visiting faculty member of IBA and Iqra
University. His core responsibilities include the design and implementation of Human Resource
strategy, actions and milestones, monitoring of performance and attracting, developing and retaining,
top talent.
Mr. Sajid Ullah Sheikh Head of Finance
Mr. Sajid Ullah Sheikh is member of the Institute of Chartered Accountants of Pakistan and has
experience of over 10 years in finance. Before joining the Dolmen Group, he was associated with a US
multinational manufacturing concern and prior to which he served at KPMG Taseer Hadi and Co.
Chartered Accountants. He is responsible for the financial controllership, treasury management, and
corporate finance.
Mr. Zia Naqi Head of Systems and IT
Mr. Zia graduated from NED University with a degree in Electrical Engineering and has professional
experience spanning over 28 years with several industry certifications and trainings to his credit. He is
an experienced Project Manager having handled several large IT, infrastructure and other technology
driven projects.
Page 75 of 104
7.2 Industry Review
7.2.1 Market Analysis
Pakistans real estate market has consistently proven itself to be an inflation beating sector with increase
in property values across the board despite economic fluctuations and their subsequent effect on
traditional sectors. As seen in the chart below, the construction sector has generally shown an upward
trend since 2003-4 onwards despite economic or political oscillation with a slight dip in 08/09 due to the
global property market crash.
The general view of real estate as a hedge against inflation and rupee depreciation coupled with the trend
towards urbanization creates a real demand for real estate. At present 34% of Pakistans population
resides in urban areas and by year 2025 it is expected that about 50% of the countrys population will be
residing in cities, which has an impact on property demand and subsequently pricing across the board,
i.e. housing, retail and commercial segments.
Urbanization Trend (%)

52.9
49.8
46.7
43.4
40.1
34.3 37
29.8 31.9
1985 1990 1995 2000 2005 2010 2015 2020 2025

The analysis above is based on in-house study conducted by Arif Habib Dolmen REIT Management Limited.
Page 76 of 104
7.2.2 Real Estate in Karachi
7.2.2.1 Commercial Office Space in Karachi
Major Office Districts
Traditional CBD Areas Satellite Business Districts

I.I.Chundrigar Rd. Shahrah-e-Faisal
Saddar Clifton
Beaumont Rd. Mai Kolachi / M.T.Khan Rd
Shahrah-e-Faisal
Saddar
MT Khan Rd
Clifton
Clifton
Dolmen City
The traditional CBD area for Karachi is predominantly Saddar and I.I.Chundrigar Road. These areas are
now nearing saturation and office space has moved to surrounding areas.
The office space supply in Karachi thus saw decentralization with certain outlying areas emerging as
satellite office business districts. Lack of quality new supply and severe traffic congestion in the
traditional CBD has led to popularity of the secondary office areas such as M.T. Khan Road and Clifton.
Quality office space started moving closer to relatively higher income populations (Clifton and DHA)
which have seen generally better quality developments.
Over recent years the trend of office space which was traditionally purchased has moved to rented
accommodation in well managed and more secure buildings. The higher competition as new supply
entered the market has resulted in slow movement and low take up in poorly designed buildings. In
addition, the rising price of commercial real estate has created a demand for smaller offices with optimal
space utilization.
Security is now a major concern for office space occupants particularly for multinational companies and
large local companies. In terms of basic security requirements, very few buildings in Karachi are cleared
for occupancy by security screening of multinational companies with established developments such a
Harbour Front at Dolmen City taking a major slice of the market remaining unchallenged.
Recent developments in the area such as Bahria IV (at Gizri) in a bid to win tenants are offering highly
negotiable rental terms to compete for survival.
Page 77 of 104
7.2.2.2 Enclosed Retail in Karachi
Enclosed retail in Karachi is currently in the

evolving stage with most malls located in
proximity to high density or high income
residential areas (the area boxed in red represents
the traditional retail CBD).
The older malls around Saddar and Tariq Road
were strategically located in centralized retail
hotspots with a 360 degree catchment. More
recent quality supply however is located in
relation to the income stratification of the
immediate catchments. The concept of commuting
for shopping is ebbing away due to the general
traffic congestion in the city.
In response to this, it would be prudent for mall
developers to offer enclosed retail at multiple
locations, however only Dolmen has reacted to
this sentiment with multiple sites at Clifton, Tariq
road and Hydery (not depicted in this image)
Having responded to market changes; Dolmen is
also the only mall developer / operator to have
evolved in terms of quality with the first and
largest international standard enclosed retail
development in Pakistan offered as part of this
REIT scheme. Dolmen Mall has also retained the
top spot in terms of performance and occupancy
accommodating the top brands in Karachi as
detailed in the tenancy profile section of this
document.
Independent to this exception, the retail market generally has displayed restrained growth with very few
new brands entering the city. This is reflected in the development of malls which has virtually slowed to
a standstill and also in terms of the performance of new supply. Case in point are recent entrants to
enclosed retail located close to Dolmen City, namely Emerald Towers and Ocean Towers.
Page 78 of 104
PART 8
8 FINANCIAL INFORMATION
8.1 AUDITORS REPORT UNDER SECTION 53(I) READ WITH CLAUSE 28 OF SECTION 2
OF PART I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984,
FOR THE PURPOSE OF INCLUSION IN THE ISSUE FOR SALE DOCUMENT
Page 79 of 104
Page 80 of 104
Page 81 of 104
8.2 UNIT BREAK-UP VALUE CERTIFICATE
Page 82 of 104
8.3 AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID UP CAPITAL OF

THE COMPANY
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8.4 FINANCIAL PROJECTIONS
8.4.1 DOLMEN CITY REIT - INCOME STATEMENT (PKR)
DCR - Income Statement Year 1 Year 2 Year 3 Year 4 Year 5 Year 10
Gross Rental Revenue 2,475,044,876 2,701,665,094 2,957,882,557 3,240,050,899 3,550,292,200 5,631,063,634

Ancillary Income 85,000,000 93,500,000 102,850,000 113,135,000 124,448,500 200,425,554
Monitoring Fees 22,237,000 22,237,000 22,237,000 22,237,000 22,237,000 22,237,000

Property Manager Fees 148,502,693 162,099,906 177,472,953 194,403,054 213,017,532 337,863,818
Ancilliary Income C.Fees 12,750,000 14,025,000 15,427,500 16,970,250 18,667,275 30,063,833
CAM Expense on Vacancies - - - - - -
Insurance Expense 63,063,000 66,216,150 69,526,958 73,003,305 76,653,471 97,831,411
Property Tax 21,368,876 21,368,876 21,368,876 21,368,876 21,368,876 21,368,876
Ground Rent on Sub-Lease 182,420 182,420 182,420 182,420 182,420 182,420
Other Recurring Expense 5,821,873 6,404,958 7,046,441 7,752,172 8,528,584 13,744,998
Marketing Expense 49,500,898 54,033,302 59,157,651 64,801,018 71,005,844 112,621,273
NOI 2,236,618,117 2,448,597,483 2,688,312,758 2,952,467,804 3,243,079,699 5,195,575,559
RMC Fees 67,098,544 73,457,924 80,649,383 88,574,034 97,292,391 155,867,267

Trustee Fees 11,183,091 12,242,987 13,441,564 14,762,339 16,215,398 25,977,878
Preliminary Expense 47,932,199 47,932,199 47,932,199 47,932,199 47,932,199 -

Fair Value Adjustment 1,111,835,842 1,167,427,634 1,225,799,016 1,287,088,966 1,351,443,415 1,724,822,313
Return on Surplus Cash 16,990 16,990 16,990 16,990 16,990 16,990
Net Income 3,222,257,116 3,482,408,996 3,772,105,619 4,088,305,188 4,433,100,116 6,738,569,717
Dividend 2,110,421,275 2,314,981,362 2,546,306,603 2,801,216,222 3,081,656,701 5,013,747,404
Retained Earnings 1,111,835,842 1,167,427,634 1,225,799,016 1,287,088,966 1,351,443,415 1,724,822,313

100% 100% 100% 100% 100% 100%
Dividend Yield 9.49% 10.41% 11.45% 12.60% 13.86% 22.55%
Page 84 of 104
8.4.2 DOLMEN CITY REIT - BALANCE SHEET (PKR)
DCR - Balance Sheet Year 1 Year 2 Year 3 Year 4 Year 5 Year 10
Assets
Cash 283,165 283,165 283,165 283,165 283,165 283,165

Land & Building 22,236,716,835 22,236,716,835 22,236,716,835 22,236,716,835 22,236,716,835 22,236,716,835
Preliminary Expense 191,728,794 143,796,596 95,864,397 47,932,199 - -
Fair Value Adjustment -
Land and Building 1,111,835,842 2,279,263,476 3,505,062,491 4,792,151,457 6,143,594,872 13,984,551,734
Total Assets 23,540,564,636 24,660,060,071 25,837,926,888 27,077,083,656 28,380,594,872 36,221,551,734

Liabilities
Payable to RMC 191,728,794 143,796,596 95,864,397 47,932,199 - -
Un earned income - - - - - -
Total Liabilities 191,728,794 143,796,596 95,864,397 47,932,199 - -
Equities
Paid-up Capital 22,237,000,000 22,237,000,000 22,237,000,000 22,237,000,000 22,237,000,000 22,237,000,000

Retained Earnings 1,111,835,842 2,279,263,476 3,505,062,491 4,792,151,457 6,143,594,872 13,984,551,734
Total Equity 23,348,835,842 24,516,263,476 25,742,062,491 27,029,151,457 28,380,594,872 36,221,551,734
Total Liabilities &

Equities 23,540,564,636 24,660,060,071 25,837,926,888 27,077,083,656 28,380,594,872 36,221,551,734
Net Asset Value 23,348,835,842 24,516,263,476 25,742,062,491 27,029,151,457 28,380,594,872 36,221,551,734
8.4.3 DOLMEN CITY REIT - CASH FLOW STATEMENT (PKR)
DCR - Cashflows Year 1 Year 2 Year 3 Year 4 Year 5 Year 10
Net Income 3,222,257,116 3,482,408,996 3,772,105,619 4,088,305,188 4,433,100,116 6,738,569,717
Non-cash
preliminary Expense 47,932,199 47,932,199 47,932,199 47,932,199 47,932,199 -
Unrealized
(Gain)/Loss (1,111,835,842) (1,167,427,634) (1,225,799,016) (1,287,088,966) (1,351,443,415) (1,724,822,313)
Funds Flow from
2,158,353,473 2,362,913,561 2,594,238,802 2,849,148,421 3,129,588,900 5,013,747,404
Operations 'FFO'
Land (22,236,716,835) - - - - -
Building - - - - - -
Dividend Paid (2,110,421,275) (2,314,981,362) (2,546,306,603) (2,801,216,222) (3,081,656,701) (5,013,747,404)
Payment of
Advances for Pexp. (47,932,199) (47,932,199) (47,932,199) (47,932,199) (47,932,199) -
Cash flow from un
earned income - - - - - -
Paidup Capital 22,237,000,000 - - - - -
Chg in Cash 283,165 0 0 0 0 -

Cash Beginning - 283,165 283,165 283,165 283,165 283,165
Cash End 283,165 283,165 283,165 283,165 283,165 283,165
Page 85 of 104
PART 9
9 MANAGEMENT OF THE COMPANY
9.1 POLICY MATTERS
All policy-related matters are managed by the board of directors of the Arif Habib Dolmen REIT
Management Limited (the Board), headed by the chairman of the Board. At present, the Board
comprises of seven (7) directors including the CEO. The directors are elected by the shareholders in
accordance with the relevant provisions of the Ordinance.
BOARD OF DIRECTORS OF THE COMPANY
Name Designation Other Directorships

MCB-Arif Habib saving and Investments Ltd
Pakarab Fertilizers (Pvt.) Ltd
Summit Bank Ltd
Pakistan Opportunities Limited
Mr. Nasim Beg Chairman/Director Arif Habib Corporation Ltd
Safemix Concrete Products (Pvt.) Ltd
Power Cement Limited (Formerly Al-Abbas Cement)
Arif Habib Consultancy (Pvt) Ltd
Aisha Steel Mills Limited
International Complex Projects Ltd
Al-Feroz (Pvt.) Ltd
Non Dolmen (Pvt.) Ltd
Mr. Nadeem Riaz Sindbad Wonderland (Pvt.) Ltd
Executive/Director
Amusement Services (Pvt.) Ltd
Retail Avenue (Pvt) Limited
Grove (Pvt.) Limited
Non Summit Bank Ltd
Mr. Asadullah Khawaja, Arif Habib Corporation Ltd
Executive/Director
Pakistan Opportunities Limited
Aisha Steel Mills Limited
Arif Habib Equity (Pvt.) Ltd
MCB-Arif Habib Savings & Investments Limited
International Complex Projects Ltd
Nooriabad Spinning Mills (Pvt.) Ltd
Non Pakarab Fertilizers Ltd
Mr. Abdus Samad A. Habib Pakistan Opportunities Limited
Executive/Director
Real Estate Modaraba Management Company Ltd
Rotocast Engineering (Pvt.) Ltd
Safemix Concrete Products Limited
Javedan Corporation Limited
Arif Habib Corporation Limited
Independent
Mr. Qamar Hussian NIL
Director
Mr. Syed Yawar Abbas Independent
Arcop (Pvt.) Ltd
Jilani Director
Arif Habib Corporation Ltd
Aisha Steel Mills Ltd
Mr. Muhammad Ejaz Chief Executive Javedan Corporation Ltd
Dolmen Arif Habib Real Estate Services (Pvt.) Ltd
Sachal Energy Development Ltd
Page 86 of 104
9.2 OVER DUE LOANS
There are no overdue loans (local or foreign currency) on the Company or its directors.
9.3 DIVIDEND RECORD OF ASSOCIATED COMPANIES LISTED ON STOCK

EXCHANEG(S)
Following is the dividend history of the listed companies in which directors are holding directorships:
Dividend Jun 11 Jun 12 Jun 13 Jun 14
MCB-Arif Habib Saving and
15% 22.5% 25% 27.5%
Investments Ltd.
Summit Bank Ltd. 0 0 0 0
Arif Habib Corporation Ltd. 20% 20% 25% 25%
Aisha Steel Mills Limited. 0 0 0 0
Javedan Corporation Ltd 0 0 0 0
Pakarab Fertilizers Ltd. 49% Bonus 0 0 0
9.4 KEY MANAGEMENT PROFILE
9.4.1 Mr. Muhammad Ejaz - Chief Executive Officer

Mr. Ejaz has over 20 years of experience in the fields of financial services and general
management. Ejaz is a Certified Director and serves on the boards of several Arif Habib
Group companies. He has served in senior positions at leading local and international banks
and institutions including American Express, Engro, Emirates NBD, Union Bank, Faysal
Bank and Saudi Pak Bank. Mr. Ejaz is a certified Financial Risk Manager (FRM) and holds
an MBA degree from the Institute of Business Administration (IBA), Karachi where he is
also a regular visiting faculty member.
9.4.2 Mr. Zia ur Rahim Khan - Chief Financial Officer & Company Secretary
Mr. Zia has over 14 years of professional experience in the field of Management Sciences
including Accounts, Finance, Secretarial Compliances, Audit and Administration. He has
been allied with Arif Habib group since 2008, where he served on the leading positions in
different group companies. Presently he is the CFO & Company Secretary at Arif Habib
Dolmen REIT Management Limited, Pakistan Opportunities Limited and Dolmen Arif Habib
Real Estate Services. Beside the working experience with this prestigious group, he was also
associated on the senior positions at leading organizations both local and MNC. Mr. Zia
holds an MBA degree from PAF-Karachi Institute of Economics and Technology with majors
in Accounting and Finance
9.4.3 Syed Adnan Ali Rizvi Head of Investments

Mr. Adnan is a Fellow Member of the Association of Chartered Certified Accountants
(FCCA) and holds an MBA in Banking & Financial Services from the Institute of Business
Administration (IBA, Karachi). He has over 10 years of diversified experience in the
financial services industry and had worked with Equities Research of MCB Arif Habib
Savings (formerly Arif Habib Investments Management Limited) and Securities Markets
Division of SECP. Prior to joining Arif Habib Dolmen REIT Management Limited, he was
part of Faysal Bank Limited in the Investment Banking Group. His experiences include
transaction structuring and project monitoring, financial modeling, due diligence and
corporate relationship management.
9.4.4 Mr. Faraz Arif Head of Research & Marketing

Mr. Faraz is a Masters in Management from University of Hertfordshire de Havilland
Business School and holds Bachelors in Business Studies and Marketing from Middlesex
University. Equipped with a strong research background of over 10 years in the real estate
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sector in the United Kingdom and Pakistan, his experience includes being Head of Research
at Colliers International and prior to joining Arif Habib Dolmen REIT Management Limited,
he was Manager Transaction Advisory Services at Ernst & Young. Faraz has also served for
5 years at the United Kingdoms largest property renovation products and services provider,
Block and Quail PLC (Kingfisher Group) as Lead Design Consultant specialising in
residential refurbishment services. His experience includes real estate research, urban space
review, strategy development and marketing.
9.4.5 Mr. Burhan Ali Head of Projects

Mr. Burhan has over 16years of experience in the industrial sector where he managed capital
projects, construction contracts and supply chain functions. Prior to joining Arif Habib
Dolmen REIT Management Limited he was Advisor to the CEO of Aisha Steel Mills Limited
and a part of Arif Habib Groups Private Equity arm Pakistan Private Equity Management
Limited where he also monitored the construction progress of the Dolmen City project.
9.4.6 Mr. Sarwar Khan- Head of Risk & Compliance

Mr. Sarwar is an ACCA Member and CFA level III candidate. He has over seven years of
experience and previously was engaged with Deloitte Touch Tohmatsu, Pakistan Chapter.
His role encompasses a wide range of matters including reviewing and evaluating compliance
with the applicable legal and regulatory requirements, providing an independent and
objective analysis of the Companys financial and operational status. He also oversees the
governance processes.
9.4.7 M/s Junaidy Shoaib Asad, Chartered Accountants - Internal Audit

M/s Junaidy Shoaib Asad, Chartered Accountants was established as Shoaib Asad & Co in
2007 and was later renamed as Junaidy Shoaib Asad (JSA).The firm delivers value added
professional services to its clients including Assurance, Tax Consultancy, Financial
Consultancy and Business Process Outsourcing. It is lead by its Partners and professional
staff through its offices in Karachi and Lahore.
The function is internally represented by Mr. Sarwar Khan.
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9.5 ORGANIZATIONAL STRUCTURE
HR & Remuneration
Board of Directors Audit Committee
Committee
CEO
(Muhammad Ejaz)
Internal Audit
Coordinator (Sarwar Khan)
M/s Junaidy Shoaib Asad,
(Afshan Aziz)
Chartered Accountants
CFO & Company Head of Research & Head of Risk &

Head of Investments Head of Projects
Secretary Marketing Compliance
(Adnan Rizvi) (Burhan Ali)
(Zia ur Rahim) (Faraz Arif) (Sarwar Khan)
Manager Accounts
(Azfar Altaf)
Accounts Officer
(Toufique Ahmed)
Office Assistants
Accounts Assistant Admin Assistant (Muhammad Zubair,
(Muhammad Qamar) (Fayyaz Shah) Shakeel Yousuf,
Ovais Usmani)
9.6 PROFILE OF DIRECTORS
9.6.1 Mr. Nasim Beg Chairman

Mr. Nasim Beg is the Chairman of the Company. He is also the founder Chief Executive of Arif
Habib Consultancy and was the founder Chief Executive of MCB-Arif Habib Savings and
Investments (formerly Arif Habib Investments Limited) and currently is its Vice Chairman. Mr.
Beg serves on the Board of Summit Bank Limited, as well as on the Boards of several Arif
Habib Group companies. He has extensive experience of over forty five years in industry and the
financial sector, in both domestic and international markets. He is a member of the Non-Banking
Financial Sector Reform Committee of the SECP and was part of its task force to develop the
Voluntary Pension System. He was the founder Chairman of the SECP sponsored Institute of
Page 89 of 104
Capital Markets and has also been a Member of the Prime Ministers Economic Advisory
Council. Mr. Beg, a Fellow Member of the Institute of Chartered Accountant of Pakistan,
qualified in 1970; he also holds a Bachelors degree in Commerce from Karachi University.
9.6.2 Mr. Nadeem Riaz Non Executive Director

Mr. Nadeem Riaz has experience of over 30 years in the real estate market. He has developed
and managed renowned and award winning residential, commercial and retail projects. He is a
pioneer in developing state of art retail shopping malls in Pakistan, which transformed the
dynamics of the retail industry. He also leads the mall management industry through his
diversified skills of facilities management, retail management and leisure retail development.
Mr. Riaz is the Chairman of Dolmen Group and is also a member of both International Council
of Shopping Centres (ICSC) and Middle East Council of Shopping Centres (MECSC).
9.6.3 Mr. Asadullah Khawaja - Non Executive Director

Mr. Asadullah Khawaja is currently the Chairman of Arif Habib Corporation Limited. He started
his professional career with United Bank Limited where he served at various senior executive
positions. Mr. Khawaja also held the additional charge as Chief Executive of Bankers Equity
Limited (BEL) and National Investment Trust Limited (NITL). His foreign assignments include
five years at Pakistan Embassy in London as Investment Counsellor. During his professional
career he has served as Chairman Packages Ltd., Chairman Pakistan Industrial Credit and
Investment Corporation (PICIC) and also the Executive Director of Pakistan Credit Rating
Agency. Mr. Khawaja completed his Bachelor of Arts in 1964 from Forman Christian College,
Lahore. Subsequently, he completed several local and foreign courses on banking, securities,
industries management, investment analysis and portfolio management.
9.6.4 Mr. Samad A. Habib Non Executive Director

Mr. Samad is currently the Chief Executive of Javedan Corporation Limited. Mr. Samad has
more than 15 years of experience, including 9 years of working in the financial services industry
at various senior management roles. He began his career with Arif Habib Corporation Limited
(the holding company of Arif Habib group) as an Investment Analyst, following which he served
the company in various executive positions including Executive Sales and Business Promotions,
Company Secretary, Head of Marketing, etc.
In September 2004, he was appointed the Chairman and Chief Executive of Arif Habib Limited.
As Chairman he was responsible for the strategic direction of the company and was actively
involved in capital market operations and corporate finance activities such as serving corporate
clients, institutional clients, high net worth individuals, and raising funds for clients through
IPO's, private placements etc. He resigned from that position in January 2011. Mr. Samad A.
Habib holds a Master's degree in Business Administration from the Institute of Business
Management (IoBM).
9.6.5 Mr. Qamar Hussain Independent Director

Mr. Qamar Hussain had served as the President of National Bank of Pakistan (NBP), the largest
Commercial Bank of the country. He holds an MBA degree in International Business & Finance
from McGill University, Montreal, Canada and has undergone extensive training in business
leadership abroad. Mr. Hussain started his banking career from Bank of America N.T. & S.A.,
Pakistan in the year 1981. Prior to joining NBP in 2009, he worked with American Express
Bank Limited as Senior Director Global Credit, New York and earlier as Senior Director
Country Manager, Bangladesh. He had also been associated with the CHASE MANHATTAN
BANK in Pakistan and USA.
9.6.6 Mr. Syed Yawar Abbas JilaniIndependent Director

Mr. Jilani is a renowned architect and has designed several landmark projects. He has been in
practice for over 27 years and is a partner at Arcop, a firm, which he helped establish in 1987.
Page 90 of 104
His background in Planning & Architectural design is extensive covering the fields of
hospitality, institutional, educational, commercial, residential and religious projects.
He is a founding member of PANI, People and Nature Initiative. He has remained on the Board
of Governors of Indus Valley School of Art & Architecture and The National College of Arts.
His involvement in the project extends from strategic planning, through to concept design and
construction administration. A commitment to design, quality, innovation and delivery is
illustrated in his completed projects.
9.6.7 Mr. Muhammad Ejaz Chief Executive

Mr. Ejaz has over 20 years of experience in the fields of financial services and general
management. Mr. Ejaz is a certified director and serves on the boards of several Arif Habib
Group companies. He has served in senior positions at leading local and international banks and
institutions including American Express, Engro, Emirates NBD, Union Bank, Faysal Bank and
Saudi Pak Bank. Mr. Ejaz is a certified Financial Risk Manager (FRM) and holds an MBA
degree from the Institute of Business Administration (IBA), Karachi. He is also a regular visiting
faculty member at IBA, Karachi.
.
9.7 NUMBER OF DIRECTORS
Pursuant to Section 174 of Ordinance, the Company shall not have less than seven (7) directors. At
present the Board consists of 7 directors including the CEO.
9.8 QUALIFICATION OF DIRECTORS
No person shall be appointed as a director of the Company who is ineligible to be appointed as

director on any one or more of the grounds enumerated in Section 187 of the Ordinance or any other
law for the time being in force.
9.9 REMUNERATION OF THE DIRECTORS
As per article 64 of the Articles of Association of the Company, the remuneration of the Directors
shall from time to time be determined by the Board of Directors subject to approval by Company in
general meeting. The remuneration of a Director for performing extra services, including holding of
the office of chairman, and the remuneration to be paid to any Directors for attending the meetings of
the Directors or a Committee of Directors shall from time to time be determined by the Board of
Directors.
9.10 BENEFITS TO THE PROMOTERS AND OFFICERS
No amount of benefits have been paid or given during the last year or is intended to be paid or given
to any promoter or to any officer of the Company other than as remuneration for services rendered as
whole-time executive of the Company.
9.11 INTEREST OF DIRECTORS IN THE COMPANY
The directors performing whole time service to the Company may also be deemed interested in the
remuneration payable to them from the Company. The directors may also be deemed to be interested,
to the extent of any Units held by them in the DOLMEN CITY REIT and the dividends to be declared
on their unit holding in the DOLMEN CITY REIT.
9.12 APPOINTMENT/ ELECTION OF DIRECTORS
The directors shall, subject to the provisions of Section 178 of the Ordinance, fix the number of
directors to be elected and the directors shall be elected to office by the members in general meeting.
Page 91 of 104
The present directors of the Company were elected in the general meeting of the Company held on
October 26, 2012. The next election of directors is due on or before October 26, 2015.
9.13 VOTING RIGHTS
The rights and privileges, including voting rights, attached to the Units of the Company are equal. In
the case of any equality of votes, whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place, or at which the poll is demanded, shall have and
exercise a second or casting vote.
9.14 AUDIT COMMITTEE / CONSTITUTION OF AUDIT COMMITTEE
Auditors of the Company are appointed and their duties are regulated in accordance with Section 252
to Section 260 of the Ordinance. Accordingly, the Audit Committee of the Board has been formed to
comply with the Code of Corporate Governance, which comprises of the following directors:
i. Mr. Qamar Hussain (Chairman)

ii. Mr. Abdus Samad A. Habib
iii. Mr. Asadullah Khawaja
9.15 HUMAN RESOURCE AND REMUNERATION COMMITTEE
The Company has formed Human Resource and Remuneration Committee comprising of the
following members:
i. Mr. Nadeem Riaz (Chairman)

ii. Mr. Abdus Samad A. Habib
iii. Mr. Muhammad Ejaz
9.16 INTERNAL AUDIT
The Board has setup an effective internal audit function managed by suitable qualified and
experienced personnel who are conversant with the policies and procedures of the Company and are
involved in the internal audit function on a full time basis.
9.17 BORROWING POWERS OF DIRECTORS
Subject to the provisions of the Ordinance, and pursuant to article 31 of the Companys article of
association, the directors may from time to time at their discretion borrow or raise money and secure
the payment of any sum or sums of money for the purposes of the Company on such terms and
conditions as they may consider expedient provided that the amount for the time being remaining un-
discharged of moneys borrowed shall not at any time without the previous sanction of any Ordinary
Resolution of the Company in general meeting exceed the issued share capital for the time being of
the Company.
9.18 POWERS OF DIRECTORS
The business of the Company shall be managed by the directors, who may pay all expenses incurred
in promoting and registering the Company, and may exercise all such powers of the Company as are
not by the Ordinance or any statutory modification thereof for time being in force, or by the articles of
association, required to be exercised by the Company in general meeting.
Page 92 of 104
9.19 INDEMNITY
Pursuant to Article 122 of the Companys articles of association, every director, chief executive and
other officer or servant of the Company shall be indemnified by the Company against any liability
incurred by him in defending any proceedings, whether civil or criminal, except those brought by the
Company against him, arising out of his dealing with affairs of the Company in which judgment is
given in his favor or in which he is acquitted.
Such indemnification shall be carried out also in respect of any related and reasonable costs, losses
and expenses (including traveling expenses) which such officer or servant may incur by reason of any
contract entered into or any act or thing done or omitted to be done by him as such officer or servant
in the course of his duties and in particular, but without prejudice to the generality of the foregoing,
proceedings under Section 488 of the Ordinance in which relief is granted to him, either wholly or
partly, from his liability on terms specified by the Court, Authority, an officer authorized by
Authority or the Registrar, as the case may be.
9.20 INVESTMENTS IN ASSOCIATED COMPANIES
The Company has not made any investment in any of associated companies nor has any resolution
been passed for investment in associated companies under Section 208 of the Ordinance.
9.21 INVESTMENT IN SUBSIDIARIES
The Company has not sponsored nor acquired any subsidiaries nor has any resolution been passed for
sponsoring or acquiring any subsidiaries.
9.22 REIT KEY RECURRING EXPENSES
REIT - Annual Expense

Monitoring Fees payable to SECP 0.10% % of initial REIT Fund per annum
RMC Fees 3.00% % of annual Operating Income
Trustee Fees 0.60% %of the annual Operating Income
Property Manager Fee 6.00% % of Gross Rental Income
9.23 REIT OTHER RECURRING EXPENSES
Other Recurring Expenses (PKR) with assumed growth of 10% per annum
Auditor Fees 1,000,000 ICPLs existing Audit fee
Shariah Review Fee 200,000
Legal retainer Fee 500,000
KSE - Listing Fees (Renewal) 611,711 reg32
ISE - Listing Fees (Renewal) 80,000
LSE - Listing Fees (Renewal) 262,662
CDC - (Renewal) 67,500 CDC schedule of fee
Rating Agency Fee - Updating 800,000
Annual Project Health Survey Fee 1,500,000
Valuer Updating 800,000 PKR 0.2M per quarterly report
Total 5,821,873
Page 93 of 104
9.24 FINANCIAL HIGHLIGHTS OF THE TRUSTEE
Central Depositary Company of Pakistan Limited Un- audited Audited

Half Year Annual
Balance Sheet Item
December 31,2014 30-Jun-14
Paid up capital (PKR mn) 650 650
Total Equity (PKR mn) 1,881 1,873
Surplus on Revaluation of Property & Equipment - net 479 484
Total Assets 2,836 2,814
Break up value per share before surplus on revaluation Of P&E 28.94 28.81
Half Year Half Year
Profit & Loss Item December 31, December 31,
2014 2013
Operating Income 615 506
Profit Before Income Tax 289 212
Profit for the Period 199 148
Earnings per share 3.05 2.27
9.25 BOARD OF DIRECTORS OF THE TRUSTEE
S.no Name of Directors Designation

1 Mr. Hussain Lawai Director
2 Mr. Muhammad Hanif Jakhura Chief Executive Officer
3 Mr. Abid Ali Habib Director
4 Mr. Muhammad Sohail Director
5 Mr. Omar Khalil Malik Director
6 Mr. Ayaz Ahmed Director
7 Mr. Kamal Afsar Director
8 Mr. Muhammad Tariq Rafi Director
9 Mr. Muhammad Aslam Director
10 Mr. Ahsan Muhammad Saleem Director
11 Syed Majid Ali Director
12 Mr. Shahid Ghaffar Director
Page 94 of 104
PART 10
10 MISCELLANEOUS INFORMATION
KPMG Taseer Hadi & Co.

First Floor Sheikh Sultan Trust
Building No 2 Beamount Road,
AUDITORS (REIT SCHEME)
Karachi
Tel: +92 21 35685847
Fax: +92 21 35685095
Email:
Haroon Zakaria & Company
Room 211, 2nd Floor, Progressive Plaza
AUDITORS (RMC)
Plot no 5-CL-10, Civil lines quarter
Beamount road near Dawood Center,
Karachi
BANKER TO ISSUE (BOOK BUILDING PORTION) Summit Bank Limited
United Bank Limited
Habib Bank Limited
Summit Bank Limited
Allied Bank Limited
Bank Al Habib Limited
BANKERS TO ISSUE (GENERAL PUBLIC PORTION) Habib Metropolitan Bank Limited
Silkbank Limited
Dubai Islamic Bank Pakistan Limited
Bank Alfalah Limited
Meezan Bank Limited
Bank of Punjab
BANKERS TO THE COMPANY Summit Bank Limited
Aba Ali Habib Securities (Pvt) Ltd
Room No. 419, Karachi Stock Exchange
Building, Karachi
BOOK RUNNER Tel: 021-32429664-67
Fax: 021-32413822
Email: info@abaalihabib.com
Website: www. abaalihabib.com
Central Depository Company of
Pakistan Limited CDC
CDC House, 99-B, Block B,
THE BALLOTTER AND TRANSFER AGENT S.M.C.H.S., Main Shahra-e-Faisal,
Karachi-74400
Tel: (92-21) 111-111-500
Fax: (92-21) 34326031
Arif Habib Limited
Arif Habib Center,
LEAD ADVISORS AND ARRANGER 23, MT Khan Road, Karachi
Tel: 021-32468117
Fax: 021-32429653
Page 95 of 104
Email: zeshan.afzal@arifhabibltd.com
Website: www.arifhabibltd.com
Mohsin Tayebaly & Co., Advocates and
Corporate Legal Consultants
Barristers & Advocates 2nd Floor, Dime
Centre, BC-4 Block 9 KDA Scheme 5,
LEGAL ADVISOR TO THE COMPANY & THE ISSUE Clifton, Karachi
Tel: 021-35375658-9, 35838077
Fax: 021-35870240
Email: contact@mtclaw.com.pk
Website: www.mtclaw.com.pk
Dolmen Real Estate Management (Pvt)
Limited
PROPERTY MANAGER Dolmen Group 17th Floor, the Harbour
Front, Dolmen City, HC-3, Block-4,
Marine Drive, Clifton, Karachi
National Engineering Services Pakistan
(Pvt). NESPAK
1-C, Block-N, Model Town Extension,
PROPERTY VALUER
Lahore 54700, Pakistan
Tel: 042-99090000
Fax: 042-99231950
Arif Habib Dolmen REIT
Management Limited
Arif Habib Centre, 23 M.T. Khan Road,
Karachi
REGISTERED OFFICE OF THE RMC
Website: www.arifhabibdolmenreit.com
Tel:+92-21-32466822
Fax:+92-21-32466824
Email: reit@arifhabib.com.pk
Mufti Muhammad Ibrahim Essa (Fazil

SHARIAH ADVISOR
Jamiah Darul Uloom, Karachi)
International Complex Projects

Limited
STRATEGIC INVESTOR 17th Floor, the Harbour Front, Dolmen
City, HC-3, Block-4, Marine Drive,
Clifton, Karachi
Central Depository Company of
Pakistan Limited CDC
CDC House, 99-B, Block B,
TRUSTEE S.M.C.H.S., Main Shahra-e-Faisal,
Karachi-74400
Tel: (92-21) 111-111-500
Fax: (92-21) 34326031
Page 96 of 104
10.1. MATERIAL CONTRACTS / DOCUMENTS
Name of
Sr. Between (Party A & B)
Agreement Date Particulars
no
or Contract
A B
Arif Habib National

Agreement for Valuation of
Dolmen REIT Engineering
Valuer Real Estate of Dolmen City
1 Management Services Pakistan 06-Feb-14
Agreement REIT on Six monthly basis as
Limited Limited 'NESPAK'
per REIT Regulations.
(RMC) (Valuer)
Arif Habib
Agreement for the fund stability
Dolmen REIT JCR-VIS Credit
REIT Rating rating of Dolmen City REIT on
2 Management Rating Company 22-Jan-14
Agreement annual basis by the Rating
Limited (Rating Agency)
Agency
(RMC)
Constitutive Document / Deed
for the establishment of Trust
and covers the rights and
Arif Habib
Central Depository obligations of Trustee and
Dolmen REIT
Company of RMC, process of issuance of
3 Trust Deed Management 20-Jan-15
Pakistan Limited Units, determination of
Limited
'CDC' (Trustee) distributable income and
(RMC)
extinguishment etc. in
compliance to REIT
Regulations
Central Binding Agreement for the
International
Depository purchase of Real Estate by
Binding Complex Projects
Company of Dolmen City REIT from ICPL
4 Purchase Limited 'ICPL' 25-Apr-15
Pakistan in partial consideration of
Agreement (Sponsor/
Limited 'CDC' issuance of Units and partial
Property seller)
(Trustee) cash consideration
Agreement that the Property
Arif Habib Dolmen Real
Manager will be responsible for
Property Dolmen REIT Estate
the Leasing Services, Marketing
5 Management Management Management (Pvt) 21-May-15
Services and Common Area
Agreement Limited Limited (Property
Management (Facilities
(RMC) Manager)
Management Services)
Central
International
Depository
Complex Projects
Sub-Lease Company of Property Transfer / Title
6 Limited 'ICPL' 22-May-15
Deed Pakistan document
(Sponsor/
Limited 'CDC'
Property seller)
(Trustee)
Agreement to appoint Shariah
Arif Habib
Mufti Muhammad Advisor to review REIT
Shariah Dolmen REIT
Ibrahim Essa documentation, agreements,
7 Advisory Management 16-Apr-15
'Darul Uloom' structure in compliance to
Agreement Limited
(Shariah Advisor) Shariah and issue certification
(RMC)
thereto
Page 97 of 104
10.2. INSPECTION OF DOCUMENTS AND CONTRACTS
Copies of the memorandum and articles of association, the audited financial statements, the
Auditors certificates, information memorandum and copies of agreements referred to in this
Prospectus may be inspected during usual business hours on any working day at the registered office
of the Company from the date of publication of this Prospectus until the closing of the subscription
list.
10.3. LEGAL PROCEEDINGS
Currently there are no legal matters pending in relation to the Company.
10.4. FINANCIAL YEAR OF THE COMPANY
The financial year of the Company and the Fund commences on July1st and ends on June30theach
year.
Page 98 of 104
PART 11
11 APPLICATION AND ALLOTMENT INSTRUCTIONS
GENERAL INSTRUCTIONS
11.1. Eligible investors include:
a. Pakistani citizens resident in or outside Pakistan or persons holding two nationalities

including Pakistani nationality;
b. Foreign Nationals whether living in or outside Pakistan
c. Companies, bodies corporate or other legal entities incorporated or established in or

outside Pakistan (to the extent permitted by their constitutive documents and existing
regulations, as the case may be);
d. Mutual funds, provident/pension/gratuity funds/trusts, (subject to the terms of the trust

deed and existing regulations); and
e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
11.2. APPLICATION MUST BE MADE ON THE COMMISSIONS APPROVED

APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4
SIZE WEIGHING ATLEAST 62 GM.
11.3. Copies of this Prospectus and applications forms can be obtained from members of KSE, LSE and
ISE, the Bankers to the issue and their Branches, the Lead Managers and the Book Runner, and the
registered office of the Company. The Prospectus and the Bidding Form can also be downloaded
from the following websites: and www.arifhabibltd.com and www.abaalihabib.com.
11.4. The applicants opting for scripless form of Units are required to complete the relevant sections of
the application. In accordance with the provisions of the Central Depositories Act, 1997 and the
CDCPL Regulations, credit of such Units is allowed ONLY in the applicants own CDC account. In
case of discrepancy between the information provided in the application form and the information
already held by CDS, the Company reserves the right to issue Units in physical form.
11.5. Name(s) and address (es) must be written in full block letters, in English and should not be
abbreviated.
11.6. All applications must bear the name and signatures corresponding with that recorded with the
applicant's banker. In case of difference of signatures with the bank and computerized national ID
entity card (CNIC) or national identity card for overseas Pakistanis (NICOP) or passport both the
signatures should be affixed on the application form.
11.7. APPLICATIONS MADE BY INDIVIDUAL INVESTORS
(i) In case of individual investors, an attested photocopy of CNIC (in case of resident
Pakistanis)/passport (in case of non-resident Pakistanis) as the case may be, should be enclosed
and the number of CNIC/passport should be written against the name of the applicant. Copy of
these documents can be attested by any federal/provincial government gazette officer, councilor,
oath commissioner or head master of high school or bank manager in the country of applicant's
residence.
(ii) Original CNIC/passport, along with one attested photocopy, must be produced for verification to
the Banker to the Issue and the applicant's banker (if different from the Banker to the Issue) at the
Page 99 of 104
time of presenting the application. The attested photocopy will, after verification, be retained by
the bank branch along with the application.
11.8. APPLICATIONS MADE BY INSTITUTIONAL INVESTORS
11.8.1. Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity

funds/trusts and other legal entities must be accompanied by an attested photocopy of their
memorandum and articles of association or equivalent instrument/document. Where
applications are made by virtue of power of attorney, the same should also be submitted along
with the application. Any federal/provincial government gazette officer, councilor, bank
manager, oath Commissioner and head master of high school in the country of applicant's
residence can attest copies of such documents.
11.8.2. Attested photocopies of the documents mentioned in paragraph 8.1 must be produced for
verification to the Banker to the Issue and the applicant's banker (if different from the banker to
the Issue) at the time of presenting the application. The attested copies, will after verification, be
retained by the bank branch along with the application.
11.9. Only one application will be accepted against each account, however, in case of joint account, one
application may be submitted in the name of each joint account holder
11.10. Joint application in the name of more than two persons will not be accepted. In case of joint
application each applicant must sign the application form and submit attested copies of their
CNICs/passport. The Units will be dispatched to the person whose name appears first on the
application form while in case of CDS, it will be credited to the CDS account mentioned on the
face of the form and where any amount is refundable, in whole or in part, the same will be
refunded by cheque or other means by post, or through the bank where the application was
submitted, to the person named first on the application form, without interest, profit or return.
Please note that joint application will be considered as a single application for the purpose of
allotment of Units.
11.11. Subscription money must be paid by cheque drawn on applicant's own bank account or pay
order/bank draft payable to one of the Bankers to the Issue in favor of account Initial Public
Offer for Sale of Units of CDC Trustee Dolmen City REIT General Public Account and
crossed A/C PAYEE ONLY.
11.12. For the applications made through pay order/bank draft, it would be permissible for a Banker to
the Issue to deduct the bank charges while making refund of subscription money to unsuccessful
applicants through pay order/bank draft individually for each application.
11.13. The applicant should have at least one bank account with any of the commercial banks. The
applicants not having a bank account at all (non-account holders) are not allowed to submit
application for subscription of Units.
11.14. Applications are not to be made by minors and/or persons of unsound mind.
11.15. Applicants should ensure that the bank branch, to which the application is submitted, completes
the relevant portion of the application form.
11.16. Applicants should retain the bottom portion of their application forms as provisional
acknowledgement of submission of their applications. This should not be construed as an
acceptance of the application or a guarantee that the applicant will be allotted the number of Units
for which the application has been made.
Page 100 of 104

11.17. Making of any false statements in the application or willfully embodying incorrect
information therein shall make the application fictitious and the applicant or the bank shall
be liable for legal action.
11.18. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting
subscription applications. Hence, the applicants are advised not to pay any extra charges to the
Bankers to the Issue.
11.19. It would be permissible for a Banker to the Issue to refund subscription money to
unsuccessful applicants having an account in its bank by crediting such account instead of
remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail
to give their bank account numbers.
11.20. Submission of Fictitious and multiple applications (more than one application by same
person) is prohibited and such Application Money shall be liable to confiscation.
ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS
11.21. In case of foreign investors that are not individuals, applications must be accompanied with a letter
on the applicant's letterhead stating the legal status of the applicant, place of incorporation and
operations and line of business. A copy of memorandum of association or an equivalent document
should also be enclosed, if available. Where applications are made by virtue of Power of Attorney,
the same must be lodged with the application. Copies of these documents can be attested by the
bank manager in the country of applicant's residence.
11.22. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out
under the State Bank of Pakistan's Foreign Exchange Manual.
BASIS OF ALLOTMENT
11.23. The basis and conditions of transfer of Units to the General Public shall be as follows:
a) Application for Units below the minimum value, which will be calculated as Strike Price x
500 Units shall not be entertained.
b) Application for Units must be made for 500 Units or in multiple thereof only.
Applications, which are neither 500 Units nor for multiple thereof, shall be rejected.
c) Allotment/Transfer of Units to successful applicants shall be made in accordance with the
allotment criteria/instructions disclosed in the Prospectus.
d) Allotment of Units shall be subject to scrutiny of applications in accordance with the
criteria disclosed in the Prospectus and / or the instructions by the Securities and
Exchange Commission of Pakistan.
e) Applications, which do not meet the above requirements, or applications which are
incomplete will be rejected. The applicants are, therefore, required to fill in all the data
fields in the Application Form.
f) The Company will dispatch Units to successful applicants through their Bankers to the
Issue or credit the respective CDS accounts of the successful applicants (as the case may
be).
Page 101 of 104

11.24. BANKERS TO THE ISSUE
Code No. Bank Code No. Bank

01 Allied Bank Limited 07 Habib Metropolitan Bank Limited
02 Bank Alfalah Limited 08 Meezan Bank Limited
03 Bank Al Habib Limited 09 Silk Bank Limited
04 Bank of Punjab 10 Summit Bank Limited
05 Dubai Islamic Bank Limited 11 United Bank Limited
06 Habib Bank Limited
11.25. .CODE OF OCCUPATION
Code No. Occupation Code No. Occupation

01 Business 06 Professional
02 Business Executive 07 Student
03 Service 08 Agriculturist
04 Housewife 09 Industrialist
05 Household 10 Others
11.26. NATIONALITY CODE
Code No. Name of country Code No. Name of country

001 U.S.A 006 Bangladesh
002 U.K 007 China
003 U.A.E 008 Bahrain
004 K.S.A 009 Other
005 Oman
Page 102 of 104

PART 12
12 BIDDING FORM OF ARIF HABIB DOLMEN REIT MANAGEMENT LIMITED
(This space has been left intentionally blank)
Page 103 of 104

PART 13
13 SIGNATORIES TO THE PROPECTUS
Signed, as required by section 57 of the Companies Ordinance, 1984 by:
-sd- -sd-
----------------------- ---------------------
Chairman/Director Non Executive Director
Nasim Beg Nadeem Riaz
-sd- -sd-
---------------------- ---------------------
Non Executive Director Non Executive Director
Asadullah Khuwaja Abdus Samad A. Habib
-sd- -sd-
---------------------- ---------------------
Independent Director Independent Director
Qamar Hussian Syed Yawar Abbas Jilani
-sd-
---------------------
Chief Executive
Muhammad Ejaz
Signed by the above in presence of witnesses:
Witness 1 Witness 2
-sd- -sd-
__________________ __________________
Name: Name:
Address: Address:
Dated:
Place:
Page 104 of 104

SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE APPLICATIONS BY SAME PERSON) IS PROHIBITED AND SUCH APPLICATIONS' MONEY IS LIABLE TO
CONFISCATION.
INVESTMENT IN SECURITIES IS A HIGHLY RISKY BUSINESS. INVESTORS ARE, THEREFORE, ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THE PROSPECTUS
ESPECIALLY THE RISK FACTORS BEFORE MAKING ANY INVESTMENT DECISION.
DOLMEN CITY REIT

SUBSCRIPTION DATE
APPLICATION FOR SUBSCRIPTION OF UNITS 12 June 2015 during banking hours
For the applicant(s) opting for credit of their account in the Central Depository Company of Pakistan Limited
Brokers Stamp & Code
(Refer to instruction No.4 on the reverse hereof)
Units Delivery/Credit Options (Please Tick One) CDC Physical
For Brokers
The Directors, CDC PARTICIPANT /
SUB ACCOUNT NUMBER HOUSE A/C NO.
Arif Habib Dolmen REIT Management Ltd ACCOUNT HOLDER ID
Plot no. 23, M.T. Khan Road, Arif Habib KSE 01 LSE 02 ISE 03
Centre
OR Code
Karachi, Pakistan
www.arifhabibdolmenreit.com CDC INVESTOR ACCOUNT CDC INVESTOR ACCOUNT
SERVICES ID NO.
1) I/We apply for the following number of Units at Issue Price for the value indicated below: Banker's Stamp
No. of Units Applied For Amount Payable in PKR Cheque/ Demand Draft/Pay Order No.
For Bankers
2) I/We agree to accept the same or any smaller number of units that may be allotted to me/us upon the terms as stated in the Prospectus. I/We authorize you to send the units
Bank
to me/us pursuant to this application and if no Units or a smaller number of Units are allotted to me/us you are hereby authorized to return to me/us by cheque or other means Branch Code
Code
my/our application money for the amount of Units not delivered by post at my/our risk to the address written below, or to the Banker to the Issue through which I/we have
submitted this application.
For Pakistanis
Application Serial No.
Resident 01
Non-resident 02
3) DECLARATION
I/We declare that: i) I am/We are national(s) of ____________________________________________________________________________; ii) I am/We are not minor(s); iii) I/We have not made nor have I/we
instructed any other person(s)/institution(s) to make any other application(s) in my/our name(s) or in the name of any other person on my/our behalf or in any fictitious name; iv) I/We agree to abide by the instructions
provided with this application and in case of any information given herein being incorrect I/we understand that I/we shall not be entitled to the allotment of Units if successful rather the application money shall be liable to
confiscation if this declaration proves to be incorrect at any time.
Yours faithfully,
Signature(s) a) b)
4) ALL DETAILS MUST BE WRITTEN IN B L O C K - L E T T E R S IN THE SPACES PROVIDED, LEGIBLY IN BLACK PEN
a) Name in Full (as per CNIC)
Mr. Ms. Mrs Co.
Please Tick
Father's/Husband's Name (as per CNIC)
Identity Number
(CNIC/ Passport/ Registration No.)
Identity Number
(NTN*)
*INVESTORS ARE ENCOURAGED TO DISCLOSE THEIR NTN NUMBERS TO FACILITATE THE COMPANY TO CHECK STATUS OF THE UNITHOLDERS AS TAX RETURN FILER OR NON FILER FROM THE ACTIVE TAXPAYERS LIST (ATL) AVAILABLE ON THE WEBSITE OF FBR. PLEASE NOTE THAT REDUCED
TAX RATE OF 10% APPLIES TO FILERS INSTEAD OF 15% FOR NON FILERS ON PAYMENT OF CASH DIVIDEND DECLARED, IF ANY, DY THE COMPANIES.
Full Address
Occupation
Phone No., if any Muslim Non Muslim
Code
Bank Account No. Bank Name
Branch Name & Address
Additional Information - For Non-Resident Pakistanies and Foreign Investors Only

Date of Issue of Passport
Place of Issue of Passport
(DD-MM-YYYY)
Corporate Business Letter enclosed Yes No Nationality Code Country of Residence
5) FOR JOINT HOLDER, IF ANY
b) Name in Full (as per CNIC)

Mr. Ms. Mrs Co.
Please Tick
Identity Number
(CNIC/ Passport/ Registration No.)
6) DIVIDEND MANDATE (Optional): Mark tick [ ] in the appropriate boxes Yes [ ] No [ ]
Incase the Applicant intends that if Units applied for are issued to him/it and the dividend declared by the scheme, if any, is credited directly in his/it bank account, instead of issue of dividend warrants, then please
fill in the following boxes:
Title of Account
Account Number
Bank Name
Signature of the Applicant

Branch Name and Address as per
the Bank account
(TO BE FILLED IN BY THE APPLICANTS BANKER)
7) It is certified that the above-mentioned applicant(s) is/are maintaining account number as mentioned above at this bank branch and his/her/their particulars and signature(s) are
correct and verified as per the bank's record and thier CNIC/Passport. It is further certified that only one application has been made in the name of the above account holder through this
branch. We also confirm that the original CNIC/Passport has been seen by us.
Note: In case the subscription money is paid through a bank other than the Bankers to the Issue (through pay order or bank draft), this certification shall be provided by
the manager of the bank where the applicant maintains his/her bank account. Banks Authorized Signatory
Banks Rubber Stamp
SPECIMEN SIGNATURE(S) OF THE APPLICANT
NAME OF THE APPLICANT IN BLOCK LETTERS (AS PER CNIC) SPECIMEN SIGNATURE(S)
a)
b)
-----------------------------------------------------------------------------------------------------------------------------
Bankers to the Issue's Provisional acknowledgement of application for Units of Dolmen City REIT
Received from Mr/Ms/Mrs. _______________________________________________________________________________ application for

_____________________________________ Units/Certificates .
Name of Bank Branch Code Application Serial No. Date of Receipt

Signature & Rubber Stamp of
Receiving Bank
IMPORTANT: (i) This slip must be retained by the Applicant ii) Please read instructions provided with this application
APPLICATION INSTRUCTIONS FOR INVESTORS
GENERAL INSTRUCTIONS
1. Eligible investors includes:
a. Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;
b. Foreign Nationals whether living in or outside Pakistan;
c. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);
d. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the Trust Deed and existing regulations); and
e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
2. APPLICATION MUST BE MADE ON THE COMMISSIONS APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.
3. Copies of the Prospectus and application forms can be obtained from the members of Karachi Stock Exchange Limited, and office of Lahore Stock Exchange Limited, Islamabad Stock Exchange Limited, the Bankers to the Issue and
their branches, the Lead Advisors & Arrangers and the registered office of the RMC. The Prospectus and the application forms can also be downloaded from the website: www.arifhabibdolmenreit.com & www.arifhabibltd.com
4. The Applicants opting for scripless form of Units are required to complete the relevant sections of the application. In accordance with provisions of the Central Depositories Act, 1997 and the CDC Regulations, credit of such Units is allowed ONLY in
the applicants own CDC Account. In case of discrepancy between the information provided in the application form and the information already held by CDS, the Issuer reserves the right to issue Units in physical form.
5. Name(s) and address(es) must be written in full block letters, in English and should not be abbreviated.
6. All applications must bear the name and signature corresponding with that recorded with the applicants banker. In case of difference of signature with the bank and Computerized National Identity Card (CNIC) or National Identity Card for Overseas
Pakistanis (NICOP) or Passport both the signatures should be affixed on the application form.
7. APPLICATIONS MADE BY INDIVIDUAL INVESTORS
(i) In case of individual investors, an attested photocopy of CNIC (in case of RPs)/Passport (in case of NRPs and FIs) as the case may be, should be enclosed and the number of CNIC/ Passport should be written against the name of the
applicant. Copy of these documents can be attested by any Federal/Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicants residence.
(ii) Original CNIC/Passport, along with one attested photocopy, must be produced for verification to the Banker to the Issue and the applicants banker (if different from the Banker to the Issue) at the time of presenting the application. The
attested photocopy will, after verification, be retained by the bank branch along with the application.
8. APPLICATIONS MADE BY INSTITUTIONAL INVESTORS
(i) Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and other legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent
instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal/Provincial Government Gazetted Officer, Councilor, Bank Manager, Oath
Commissioner and Head Master of High School or bank manager in the country of applicants residence can attest copies of such documents.
(ii) Attested photocopies of the documents mentioned in 8(i) must be produced for verification to the Banker to the Issue and the applicants banker (if different from the Banker to the Issue) at the time of presenting the application. The attested
copies, will after verification, be retained by the bank branch along with the application.
9. Only one application will be accepted against each account, however, in case of joint account, one application may be submitted in the name of each joint account holder.
10. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit attested copies of their CNICs//Passport. The Units/certificates will be dispatched to the
person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or
other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the
purpose of allotment of Units.
11. Subscription money must be paid by cheque drawn on applicants own bank account or pay order/bank draft payable to one of the Bankers to the Issue Initial Public Offer for Sale of Units of CDC Trustee Dolmen City REIT General Public
Account and crossed A/C PAYEE ONLY.
12. For the applications made through pay order/bank draft, it would be permissible for a Banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually for
each application.
13. The applicant should have at least one bank account with any of the commercial banks. Applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Units.
14. Applications are not to be made by minors and/or persons of unsound mind.
15. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form.
16. Applicants should retain the bottom portion of their application forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted
the number of Units for which the application has been made.
17. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.
18. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.
19. It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft.
Applicants should, therefore, not fail to give their bank account numbers.
20. Submission of Fictitious and multiple applications (more than one applications by same person) is prohibited and such applications money is liable to confiscation.
ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

21. In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicants letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of memorandum
of association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank
manager in the country of applicants residence.
22. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistans Foreign Exchange Manual.
BASIS OF ALLOTMENT
1. The minimum amount of application for subscription of 500 Units multiplied by Issue Price. Application for Units below this total value shall not be entertained.
2. Application for Units must be made for 500 Units or in multiple thereof only. Applications, which are neither for 500 Units nor for multiple thereof, shall be rejected.
3. Allotment/Transfer of Units to successful applicants shall be made in accordance with the allotment criteria/ instructions disclosed in the Prospectus.
4. Allotment of Units shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and/or the instructions by the Securities & Exchange Commission of Pakistan.
5. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form.
6. The Company will dispatch Units to successful applicants through their Bankers to the Issue or credit the respective CDS accounts of the successful applicants (as the case maybe).
7. BANKERS TO THE OFFER 9. OCCUPATION CODE
Code Name of Banks Code Name of Banks Code Occupation Code Occupation
01 Allied Bank Limited 07 Habib Metropolitan Bank Limited 01 Business 06 Professional
02 Bank Alfalah Limited 08 Meezan Bank Limited 02 Business Executive 07 Student
03 Bank Al Habib Limited 09 Silk Bank Limited 03 Service 08 Agriculturist
04 Bank of Punjab 10 Summit Bank Limited 04 Housewife 09 Industrialist
05 Dubai Islamic Bank Limited 11 United Bank Limited 05 Household 10 Other
06 Habib Bank Limited
In order to facilitate investors, United Bank Limited UBL is offering electronic submission of application (e-IPO) to its account holders. UBL account holders can use UBL Net banking to submit their application online via link
http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day during the subscription period which will close at 12:00 midnight on June 12, 2015.
8. OVERSEAS BANKERS TO THE OFFER 10. NATIONALITY CODE
Code Name of Banks Code Name of Banks Code Name of Banks Code Name of Banks
01 n/a 06 n/a 001 U.S.A 006 Bangladesh
02 n/a 07 n/a 002 U.K 007 China
03 n/a 08 n/a 003 U.A.E 008 Bahrain
04 n/a 09 n/a 004 K.S.A 009 Other
05 n/a 10 n/a 005 Oman
For further queries you may contact:

RMC - Mr. Adnan Rizvi; P: +92 (42) 3246 8101; E: adnan.rizvi@arifhabib.com.pk;
Arif Habib Limited - Mr. Rafique Bhundi; P: +92 (21) 3246 0741; E: rafique.bhundi@arifhabibltd.com
Appendix 1
Abridged Business Plan

Dolmen City REIT
Appendix 2
Abridged Valuation Report

Dolmen City REIT

DCR Prospectus (Offering Document)

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Note:- This Addendum shall be published after Book Building in all those newspapers in

which the Prospectus of Dolmen City REIT is published.

DOLMEN CITY REIT

Underwriters to the Issue/Offer

S.No. No. of units Amount

Underwriting Commission (in %age):

Category wise Breakup of Successful Bidders

S.No. Category No. of units provisionally allocated

STATEMENT ON ISSUERS ABSOLUTE RESPONSIBILITY

For and on behalf of Issuer,

Arif Habib Dolmen REIT Management Limited

GLOSSARY OF TECHNICAL TERMS

Means a Company (Central Depository Company of Pakistan Limited)

Real Estate Investment Trust Regulations, 2015 as amended or replaced

TREC Trading Right Entitlement Certificate

In case of application for subscription of Units out of the general

Securities defined as Eligible Securities as mentioned in Central

Book Building Portion of the Issue comprises of 416,943,750 Units

General Public Portion of the Issue comprises of 138,981,250 Units

A company appointed by the RMC to manage the Real Estate of

Rating Agency JCR-VIS Credit Rating Company Limited JCR-VIS

Strategic Investor Strategic Investor means a person or a group of persons who

1.1. DISCLOSURE OF RELATED PARTY TRANSACTION AS PER REGULATION 30(3) OF

Name of the Related Transaction Transaction Consideration

2 APPROVAL AND LISTING ON THE STOCK EXCHANGE

The Business plan can be downloaded from:

2.4. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN UNDER

2.5. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN UNDER

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP

IT MUST BE UNDERSTOOD THAT ACCEPTANCE OF ANY DOCUMENT

IT MUST BE UNDERSTOOD THAT THE APPROVAL OF REAL ESTATE HAS BEEN

2.6. CLEARANCE OF THE PROSPECTUS BY THE STOCK EXCHANGES

THE STOCK EXCHANGES HAVE NOT EVALUATED THE QUALITY OF THE

THE PUBLICATION OF THIS PROSPECTUS DOES NOT REPRESENT

THE CONTENTS OF THIS PROSPECTUS DO NOT CONSTITUTE AN INVITATION

IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE

THE STOCK EXCHANGES DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY

THE STOCK EXCHANGES NEITHER TAKES RESPONSIBILITY FOR THE

ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE

2.7. VETTING BY SHARIAH ADVISOR

2.8. FILING OF PROSPECTUS AND OTHER DOCUMENTS WITH THE REGISTRAR OF

2.9. LISTING ON THE KSE, LSE AND ISE

2.11. OBLIGATIONS OF THE RMC:

2.12. OBLIGATIONS OF THE TRUSTEE

(1) The Trustee shall:

2.13. CONDITIONS IMPOSED BY THE SECP ON THE RMC

1. Submit completion certificates in respect of the properties to be included in REIT Scheme.

2.14. DECLARATION OF TRUST DEED

2.15. OBJECTIVE OF THE TRUST

2.16. TRANSFER AND GRANT OF REIT ASSETS

2.17. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

All requirements of the Regulations relating to approvals, consents, no objection certificates,

For and on behalf of the Issuer

Arif Habib Dolmen REIT Management Limited

3 BOOK BUILDING PROCEDURE

3.1 BRIEF ISSUE STRUCTURE

3.2 BOOK BUILDING PROCEDURE

THE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION

AS PER CLAUSE 8.16 OF APPENDIX 2 OF CHAPTER 5 OF THE KSES RULE BOOK,

3.3 LEAD MANAGER AND ARRANGER

3.4 BOOK RUNNER

3.5 ROLE AND FUNCTIONS OF LEAD MANAGER AND BOOK RUNNER

a) The Lead Manager of the Issue shall:

b) The Book Runner to the Issue shall: