You are on page 1of 383

THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE (1) QUALIFIED

INSTITUTIONAL BUYERS (‘‘QIBs’’) AS DEFINED IN RULE 144A (‘‘RULE 144A’’) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR
(2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S (‘‘REGULATION S’’)
UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN
THE UNITED STATES.

IMPORTANT: You must read the following before continuing. The following applies to the attached
offering memorandum (the ‘‘Offering Memorandum’’) following this page and you are therefore advised
to read the disclaimers set out in this electronic transmission carefully before reading, accessing or making
any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be
bound by the following terms and conditions, including any modifications to them from time to time, each
time you receive any information from Emaar Misr for Development S.A.E. (‘‘Emaar Misr’’ or the
‘‘Company’’), Emaar Properties PJSC (the ‘‘Principal Shareholder’’), EFG Hermes Promoting and
Underwriting and J.P. Morgan Securities plc (together, the ‘‘Joint Global Coordinators’’) and Emirates
Financial Services PSC and Emirates NBD Bank PJSC (together with the Joint Global Coordinators, the
‘‘Managers’’) as a result of such access. You acknowledge that this electronic transmission and the delivery
of the Offering Memorandum is confidential and intended for you only and you agree you will not forward,
reproduce or publish this electronic transmission and/or the Offering Memorandum in any manner
whatsoever to any other person.
THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. IN CONNECTION WITH THE OFFERING, THE
SHARES WILL BE OFFERED AND SOLD ONLY (I) OUTSIDE THE UNITED STATES IN
‘‘OFFSHORE TRANSACTIONS’’ IN RELIANCE ON REGULATION S TO INSTITUTIONAL
INVESTORS IN A NUMBER OF COUNTRIES, INCLUDING EGYPT AND (II) IN THE UNITED
STATES ONLY TO QIBS IN RELIANCE ON RULE 144A OR ANOTHER EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
NOTHING IN THIS ELECTRONIC TRANSMISSION, INCLUDING THE ENCLOSED OFFERING
MEMORANDUM, CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THIS ELECTRONIC TRANSMISSION, THE ATTACHED ELECTRONIC DOCUMENT AND THE
OFFER, WHEN MADE, ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (‘‘EEA’’) WHO ARE ‘‘QUALIFIED
INVESTORS’’ WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS
DIRECTIVE (DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO, INCLUDING
DIRECTIVE 2010/73/EU, TO THE EXTENT IMPLEMENTED IN THE MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA) AND ANY IMPLEMENTING MEASURE IN EACH MEMBER
STATE OF THE EEA (THE ‘‘PROSPECTUS DIRECTIVE’’) (‘‘QUALIFIED INVESTORS’’).
THIS OFFERING MEMORANDUM IS FOR DISTRIBUTION ONLY TO PERSONS WHO: (I) ARE
OUTSIDE THE UNITED KINGDOM; OR (II) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS
AMENDED, THE ‘‘FINANCIAL PROMOTION ORDER’’); OR (III) ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) (‘‘HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS ETC’’) OF THE FINANCIAL PROMOTION ORDER; OR (IV) PERSONS TO
WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY
(WITHIN THE MEANING OF SECTION 21 OF THE FSMA) IN CONNECTION WITH THE ISSUE
OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR
CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS ‘‘RELEVANT PERSONS’’). THIS OFFERING MEMORANDUM IS DIRECTED ONLY AT
RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS OFFERING MEMORANDUM RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS
AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
Confirmation of your Representation: In order to be eligible to view the Offering Memorandum or make
an investment decision with respect to the securities described herein, you must be either (1) a QIB or
(2) subscribing for or purchasing the securities outside the United States in reliance on Regulation S. This
electronic transmission and the Offering Memorandum are being sent at your request and by accepting the
e-mail and accessing the Offering Memorandum, you shall be deemed to have represented to the
Company, the Principal Shareholder and the Managers that (i) you are a QIB, (ii) you are acting on behalf
of, or you are an institutional investor outside the United States (as defined in Regulation S under the
Securities Act); (iii) if you are in the UK, you are a relevant person; (iv) if you are in any member state of
the EEA other than the UK, you are a Qualified Investor; (v) the securities acquired by you in the offer
have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view
to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to
the public other than their offer or resale in any member state of the EEA which has implemented the
Prospectus Directive to Qualified Investors; and (vi) if you are outside the United States, United Kingdom
and EEA (and the electronic mail addresses that you provided and to which this document has been
delivered are not located in such jurisdictions) you are a person into whose possession this document may
lawfully be delivered in accordance with the laws of the jurisdiction in which you are located.
You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a
person into whose possession the Offering Memorandum may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the
Offering Memorandum, electronically or otherwise, to any other person.

Restriction: Nothing in this electronic transmission constitutes, or may be used in connection with, an
offer of securities for sale to persons other than the specified categories of institutional buyers described
above and to whom it is directed and access has been limited so that it shall not constitute a general
solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be
unable to purchase any of the securities described therein.
None of the Managers nor any of their respective affiliates accepts any responsibility whatsoever for the
contents of this electronic transmission or the Offering Memorandum or for any other statement made or
purported to be made by it, or on its behalf, in connection with the Company, the Principal Shareholder or
the securities or the Offering referred to herein. The Managers and each of their affiliates disclaim all and
any liability whether arising in tort, contract or otherwise which they might have in respect of this
electronic transmission, the Offering Memorandum or any such statement. No representation or warranty,
express or implied, is made by any of the Managers or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information set out in this electronic transmission.
The Managers are acting exclusively for the Company and no one else in connection with the offer. They
will not regard any other person (whether or not a recipient of this document) as their client in relation to
the offer and will not be responsible to anyone other than the Company for providing the protections
afforded to their clients nor for giving advice in relation to the offer or any transaction or arrangement
referred to herein.
The Offering Memorandum has been sent to you in an electronic format. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic
transmission and, consequently, none of the Managers, or any person who controls any of them, nor any
director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to
you in electronic format and the hard copy version available to you on request from the Managers. The
Managers and their respective affiliates accordingly disclaim all and any liability whether arising in tort,
contract, or otherwise which they might otherwise have in respect of such document or any such statement.
No representation or warranty express or implied, is made by any of the Managers or any of their
respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the
information set out in this Offering Memorandum.
If you receive the Offering Memorandum by e-mail, you should not reply by e-mail. Any reply to e-mail
communications, including those you generate by using the ‘‘reply’’ function on your e-mail software, will be
ignored or rejected. If you receive the Offering Memorandum in electronic format by e-mail, your use of
such Offering Memorandum in electronic format and such e-mail is at your own risk and it is your
responsibility to take precautions to ensure that each is free from viruses and other items of a destructive
nature.
OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

1JUN201505294162

Emaar Misr for Development S.A.E.


(a joint stock company incorporated under the laws of the Arab Republic of Egypt)
Institutional Offering of 510,000,000 New Shares
This Offering Memorandum relates to the initial public offering by Emaar Misr for Development S.A.E., a joint stock
company incorporated under the laws of the Arab Republic of Egypt (the ‘‘Company’’ or ‘‘Emaar Misr’’) of 510,000,000 new
ordinary shares, each with a nominal value of EGP 1 (the ‘‘Institutional Offering Shares’’) to institutional investors (the
‘‘Institutional Offering’’).
The Company is also offering up to an additional 90,000,000 new ordinary shares (the ‘‘Public Offering Shares’’ and,
together with the Institutional Offering Shares, the ‘‘New Shares’’) in a domestic public offering in Egypt, including to retail
investors (the ‘‘Egyptian Public Offering’’ and, together with the Institutional Offering, the ‘‘Combined Offering’’) under a
separate offering document (the ‘‘Public Subscription Notice’’). Investors in Egypt should refer to and make any purchase
solely in reliance on the Public Subscription Notice. The Institutional Offering Shares are not being offered to retail investors
in Egypt.

Offer Price: EGP 3.80 per New Share

Investing in the Institutional Offering Shares involves risks. See ‘‘Risk Factors’’ beginning on page 14.
There is currently no market for the ordinary shares of the Company, including the New Shares. Application will be made for
listing and introduction of the New Shares to trading on the Egyptian Stock Exchange (the ‘‘EGX’’) under the symbol
‘‘EMFD.CA’’. The existing ordinary shares of the Company were listed on the EGX on 4 March 2015, but trading in the
ordinary shares, including the New Shares, is conditional on the satisfaction of certain conditions set out in the EGX Listing
Rules including, without limitation, completion of the Combined Offering. Trading in the ordinary shares of the Company,
including the New Shares, on the EGX is expected to commence on or around 2 July 2015, subject to receipt of regulatory
approvals. The Institutional Offering Shares and the Public Offering Shares will be offered at the Offer Price.
The Institutional Offering Shares are expected to be delivered on or around 2 July 2015, subject to receipt of regulatory
approvals. The Institutional Offering Shares will be delivered in accordance with the relevant transfer and settlement
procedures prescribed by the Capital Market Law and Misr for Central Clearing, Depository and Registry S.A.E. for the
settlement of shares. See ‘‘Plan of Distribution—Subscription, Prefunding, Settlement and Transfer of the Ordinary Shares’’.
Payment for the Institutional Offering Shares must be made in EGP no later than 25 June 2015.
In connection with the Combined Offering, EFG Hermes Promoting and Underwriting, as stabilisation manager (the
‘‘Stabilisation Manager’’), or any of its agents, may effect transactions in the ordinary shares of the Company on the EGX with
a view to supporting or maintaining the market price of the ordinary shares at a level higher than that which might have
otherwise prevailed in the open market. See ‘‘Stabilisation’’.
The Institutional Offering Shares have not been and will not be registered under the United States Securities Act of 1933, as
amended (the ‘‘Securities Act’’), or with any securities regulatory authority of any state or other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly, in the United States, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The Institutional Offering Shares will be offered and sold
only (i) outside the United States in ‘‘offshore transactions’’ in reliance on Regulation S under the Securities Act
(‘‘Regulation S’’) to institutional investors in a number of countries, including Egypt and (ii) in the United States only to
‘‘qualified institutional buyers’’ (‘‘QIBs’’) as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’), in reliance on
Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Prospective purchasers that are QIBs are hereby notified that the sellers of the Institutional Offering Shares may be relying
on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Institutional Offering Shares are subject to transfer restrictions in certain jurisdictions. Prospective purchasers should
read the restrictions described under ‘‘Transfer Restrictions’’ and ‘‘Plan of Distribution—Selling Restrictions’’.

Joint Global Coordinators and Joint Bookrunners


EFG Hermes Promoting and Underwriting J.P. Morgan
Lead Manager
Emirates Financial Services PSC

Offering Memorandum dated 17 June 2015


TABLE OF CONTENTS

IMPORTANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
NOTICE TO PROSPECTIVE INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
STABILISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
ENFORCEMENT OF ARBITRAL DECISIONS AND CIVIL LIABILITIES . . . . . . . . . . . . . . vi
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix
PRESENTATION OF OPERATING AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . ix
VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x
IMPORTANT NOTE REGARDING THE TARGET RATES OF RETURN . . . . . . . . . . . . . . x
MARKET AND INDUSTRY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi
ROUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi
WEBSITES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xi
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DESCRIPTION OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SUMMARY HISTORICAL AND OTHER FINANCIAL INFORMATION . . . . . . . . . . . . . . . 12
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
DESCRIPTION OF EMAAR MISR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . 112
THE EGYPTIAN REAL ESTATE MARKET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
SECURITIES MARKET INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
DESCRIPTION OF SHARE CAPITAL AND APPLICABLE EGYPTIAN LAW . . . . . . . . . . . 124
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
ANNEX A: VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

i
IMPORTANT INFORMATION
Each prospective investor, by accepting delivery of this Offering Memorandum, agrees that this Offering
Memorandum is being furnished solely for the purpose of enabling a prospective investor to consider the
purchase of the Institutional Offering Shares. Any reproduction or distribution of this Offering
Memorandum, in whole or in part, any disclosure of its contents or use of any information herein for any
purpose other than considering an investment in the Institutional Offering Shares is prohibited, except to
the extent that such information is otherwise publicly available.
In this Offering Memorandum, the ‘‘Company’’ and ‘‘Emaar Misr’’ refer to Emaar Misr for
Development S.A.E., unless the context otherwise requires. ‘‘Emaar Properties’’ and ‘‘Principal
Shareholder’’ refers to Emaar Properties PJSC, the current parent company of Emaar Misr.
None of EFG Hermes Promoting and Underwriting, J.P. Morgan Securities plc, Emirates Financial
Services PSC and Emirates NBD Bank PJSC (together, the ‘‘Managers’’), any of their respective affiliates
or advisors makes any representation or warranty, express or implied, nor accepts any responsibility, as to
the accuracy or completeness of any of the information in this Offering Memorandum and accordingly
disclaim, to the fullest extent permitted by applicable law, any and all liability, whether arising in tort,
contract or otherwise that they may otherwise be found to have in respect of this Offering Memorandum.
This Offering Memorandum is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Company, the Principal Shareholder or the
Managers that any recipient of this Offering Memorandum should purchase the Institutional Offering
Shares. Each potential purchaser of Institutional Offering Shares should determine for itself the relevance
of the information contained in this Offering Memorandum, and its purchase of Institutional Offering
Shares should be based upon such investigation, as it deems necessary.
Emirates Financial Services PSC is acting as a manager in connection with the Institutional Offering but
not as an underwriter. Emirates NBD Bank PJSC, an affiliate of Emirates Financial Services PSC, is acting
only as an underwriter in connection with the Institutional Offering and will have the obligation to
purchase Institutional Offering Shares for which Emirates Financial Services PSC fails to procure
purchasers. References to the Managers in this Offering Memorandum should be construed accordingly.
This Offering Memorandum does not constitute an offer to the public to purchase or otherwise acquire the
Institutional Offering Shares. In making an investment decision regarding the Institutional Offering
Shares, prospective investors must rely on their own examination of the Company and the terms of the
Institutional Offering, including the merits and risks involved and prospective investors should rely only on
the information contained in this Offering Memorandum. None of the Company, the Principal Shareholder
or the Managers has authorised any other person to provide prospective investors with different
information. If anyone provides prospective investors with different or inconsistent information,
prospective investors should not rely on it. Prospective investors should assume that the information
appearing in this Offering Memorandum is accurate only as of its date. The Company’s business, financial
condition, results of operations, prospects and the information set forth in this Offering Memorandum may
have changed since the date hereof.
This Offering Memorandum does not constitute an advertisement or an offer of securities in Egypt. It is
not intended to be and must not be distributed publicly and/or to, or for the benefit of, any person within
Egypt except as may be permitted by Egyptian law.
Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Managers by any
applicable regulatory regime, none of the Managers accepts any responsibility whatsoever for the contents
of this Offering Memorandum or for any other statement made or purported to be made by it or any of
them or on its or their behalf in connection with the Company or the Institutional Offering Shares. Each of
the Managers accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability
whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in
respect of this Offering Memorandum or any such statement.
The Company accepts responsibility for the information contained in this Offering Memorandum, and
having taken all reasonable care to ensure that such is the case, the information in this Offering
Memorandum is, to the best of the Company’s knowledge, in accordance with the facts and contains no
material omission.
In this Offering Memorandum, the Company has included its own estimates, assessments, adjustments and
judgments in preparing some market information, which has not been verified by an independent third-

ii
party. Market information included herein is, therefore, unless otherwise attributed to a third-party source,
to a certain degree subjective. While the Company believes that its own estimates, assessments,
adjustments and judgments are reasonable and that the market information prepared by it approximately
reflects the industry and the markets in which it operate, there is no assurance that its own estimates,
assumptions, assessments, adjustments and judgments are the most appropriate for making determinations
relating to market information or that market information prepared by other sources will not differ
materially from the market information included herein.
Prospective investors should not consider any information in this Offering Memorandum to be investment,
legal or tax advice. Prospective investors should consult their own counsel, accountant and other advisors
for legal, tax, business, financial and related advice regarding investing in the Institutional Offering Shares.
In making an investment decision, you must rely on your own examination, analysis and enquiry of the
Company and the terms of the Institutional Offering, including all of the merits and risks involved. None of
the Company, the Principal Shareholder or the Managers makes any representation to any offeree or
purchaser of the Institutional Offering Shares regarding the legality of an investment in the Institutional
Offering Shares by such offeree or purchaser under appropriate investment or similar laws.
Each of the Managers is acting exclusively for the Company and no one else in connection with the
Institutional Offering. None of the Managers will be responsible to any other person (whether or not a
recipient of this Offering Memorandum) for providing the protections afforded to their respective clients
nor for providing advice in relation to the Institutional Offering or any transaction or arrangement
referred to herein.
In connection with the Institutional Offering, the Managers and any of their respective affiliates acting as
an investor for its or their own account or accounts may subscribe for or purchase, as the case may be,
Institutional Offering Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal
for its or their own account or accounts in such Institutional Offering Shares, any other securities of the
Company or other related investments in connection with the Institutional Offering or otherwise.
Accordingly, references in this Offering Memorandum to the Institutional Offering Shares being issued,
offered, subscribed or otherwise dealt with should be read as including any issue or offer to, or subscription
or dealing by, the Managers and any of their respective affiliates acting as an investor for its or their own
account or accounts. The Managers do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The Company may withdraw the Institutional Offering at any time before the issuance of the Institutional
Offering Shares and the Company, the Principal Shareholder and the Managers reserve the right to reject
any offer to purchase the Institutional Offering Shares, in whole or in part, and to sell to any prospective
investor less than the full amount of the Institutional Offering Shares sought by such investor.
The Offering Memorandum does not constitute or form part of an offer to sell, or a solicitation of an offer
to buy, any security other than the Institutional Offering Shares offered in the Institutional Offering. The
distribution of this Offering Memorandum and the offer and sale of the Institutional Offering Shares may
be restricted by law in certain jurisdictions. Persons into whose possession this Offering Memorandum
comes are required to inform themselves about, and observe any such restrictions. See ‘‘Transfer
Restrictions’’ and ‘‘Plan of Distribution—Selling Restrictions’’ elsewhere in this Offering Memorandum.
None of the Company, the Principal Shareholder or the Managers accepts any legal responsibility for any
violation by any person, whether or not a prospective investor, of any such restrictions. Prospective
investors must comply with all applicable laws and regulations in force in any jurisdiction in which they
purchase, offer or sell the Institutional Offering Shares or possess or distribute this Offering Memorandum
and prospective investors must obtain any consent, approval or permission required for their purchase,
offer or sale of the Institutional Offering Shares under the laws and regulations in force in any jurisdiction
to which they are subject or in which they make such purchases, offers or sales. None of the Company, the
Principal Shareholder or the Managers is making an offer to sell the Institutional Offering Shares or a
solicitation of an offer to buy any of the Institutional Offering Shares to any person in any jurisdiction
except where such an offer or solicitation is permitted.
No action has been or will be taken in any jurisdiction, other than the Egyptian Public Offering pursuant to
the Public Subscription Notice, that would permit a public offering of the Institutional Offering Shares
offered in the Institutional Offering, or possession or distribution of this Offering Memorandum or any
other offering material in any country or jurisdiction where action for that purpose is required.
Accordingly, neither the Institutional Offering Shares may be offered or sold, directly or indirectly, and
neither this Offering Memorandum nor any other offering material or advertisement in connection with

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

NOTICE TO PROSPECTIVE INVESTORS


Notice to Prospective Investors in Egypt
The New Shares may not be offered or sold in any form of general solicitation or general advertising or in
a public offering in Egypt, unless the pre-approval of the Egyptian Financial Supervisory Authority
(‘‘EFSA’’) and/or the EGX as the case may be has been obtained. Institutional Offering Shares offered and
sold in the Institutional Offering may only be offered or sold in Egypt through a private placement to
Egyptian QIBs or Professional High Net Worth Investors or Professionally Experienced Investors (each as
defined below) whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments for the purposes of their business and only in accordance with the Public Subscription Notice
and applicable Egyptian law and regulations including the applicable provisions of the Capital Market Law
No. 95 of 1992 as amended (the ‘‘Capital Market Law’’), its Executive Regulations as amended, the
provisions of the EGX Listing Rules and the Capital Market Authority’s (EFSA predecessor) Directives
no. 31 for the year 2002 concerning private placements.
Each purchaser of the Institutional Offering Shares offered under the private placement in Egypt will be
deemed to have represented that it is either an Egyptian QIB, a Professional High Net Worth Investor or a
Professionally Experienced Investor within the meaning of the EFSA Directives no. 31 for the year 2002
concerning private placements.
An ‘‘Egyptian QIB’’ is an institutional investor having: (i) a minimum asset book value of
EGP 20.0 million; (ii) a minimum equity book value of EGP 10.0 million; (iii) a minimum investment in
securities (excluding securities acquired in the Combined Offering) of EGP 5.0 million as of the date of the
placement; or (iv) a licence to undertake a security related activity and permitted to acquire securities
within its objects and permitted activities.
A ‘‘Professional High Net Worth Investor’’ is an individual investor: (i) who owns assets with a minimum
value of EGP 2.0 million; (ii) with a minimum annual income of EGP 500,000; (iii) with a minimum bank
savings account balance of EGP 500,000; (iv) who, as of the placement date, holds securities in two joint
stock companies (excluding securities acquired in the Combined Offering) with a minimum value of
EGP 2.0 million.
A ‘‘Professionally Experienced Investor’’ is an individual who has experience in stock markets and capital
markets locally and globally for a period of 5 years, which period may be reduced to 4 years for an
individual who passed EFSA-approved training courses in the field of capital markets.

Notice to Prospective Investors in the EEA


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

iv
Directive), and includes any relevant implementing measure in the Member State, and the expression 2010
PD Amending Directive means Directive 2010/73/EU.
The Managers may rely on the truth and accuracy of the foregoing representations, acknowledgements and
agreements and will not be responsible for any loss occasioned by such reliance. For the purposes of this
provision, the expression an ‘‘offer of shares to the public’’ in relation to any Institutional Offering Shares
in any Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Institutional Offering Shares to be offered so as to enable an investor to
decide to purchase or subscribe the Institutional Offering Shares, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State.

Notice to Prospective Investors in the United Kingdom


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

Notice to Prospective Investors in the United States


The Institutional Offering Shares have not been and will not be registered under the Securities Act, or with
any securities regulatory authority of any state or other jurisdiction of the United States, and may not be
offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United States. The Institutional Offering
Shares will be offered and sold only (i) outside the United States in ‘‘offshore transactions’’ in reliance on
Regulation S under the Securities Act to institutional investors in a number of countries, including Egypt
and (ii) in the United States to QIBs in reliance on Rule 144A or another exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Prospective purchasers that
are QIBs are hereby notified that the sellers of the Institutional Offering Shares may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or
disapproved the Institutional Offering, the Institutional Offering Shares or determined if this Offering
Memorandum is truthful or complete. Any representation to the contrary is a criminal offence in the United
States.

Notice to New Hampshire Residents Only


NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
(‘‘RSA’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENCED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL
TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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

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

AVAILABLE INFORMATION
The Company has agreed that, so long as any of the Institutional Offering Shares are ‘‘restricted
securities’’ within the meaning of Rule 144(a)(3) under the Securities Act, in order to permit holders of
Institutional Offering Shares to effect resales under Rule 144A, it will, during any period in which it is
neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
‘‘Exchange Act’’), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, furnish, upon written
request, to any holder of Institutional Offering Shares, or any prospective purchaser designated by such
holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto).

ENFORCEMENT OF ARBITRAL DECISIONS AND CIVIL LIABILITIES


Each of the United Kingdom, the United States and Egypt, among others, is a party to the United Nations
(New York) Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the ‘‘New
York Convention’’). Consequently, Egyptian courts should recognise and enforce in Egypt a valid arbitral
award made in the United Kingdom, the United States or any other state that is a signatory to the New
York Convention on the basis of the rules of the New York Convention, subject to qualifications provided
for in the New York Convention and compliance with Egyptian procedural regulations and arbitration law.
However, in practice, it may be difficult to enforce arbitral awards in Egypt due to:
• the relatively limited experience of Egyptian courts in enforcing international commercial arbitral
awards;
• the Egyptian courts’ inability or unwillingness to enforce such awards; or
• legal grounds (for example, the concept of ‘‘public order’’) and/or technical grounds (for example, the
lack of capacity of the parties or the invalidity of an arbitration clause).
In addition, the Company is an Egyptian joint stock company and the shareholders’ liability therein is
limited to their capital contributions. Most executive officers and directors of the Company are residents of
Egypt. All of the assets of the Company are located outside the United States and the United Kingdom. It
may not be possible for investors to effect service of process within the United States and the United

vi
Kingdom upon the Company or such persons or to enforce against any of them judgments obtained in the
United States or the United Kingdom courts predicated upon the civil liability provisions of the securities
laws of the United States and the United Kingdom, respectively.
Enforcement of foreign judgments in Egypt is subject to the following conditions:
• the foreign courts rendering the relevant judgment offer reciprocal treatment to judgments obtained
in the courts of Egypt. If such reciprocal treatment is not offered by the court where judgment is
obtained, new proceedings should be initiated before the Egyptian courts which will re-examine the
merits of the case in the same manner as that adopted by such courts;
• the courts of Egypt are not exclusively competent to hear the dispute which constitutes the object of
the foreign judgment while the foreign courts are shown to have been competent to hear the dispute
in accordance with their own respective laws;
• the parties to the dispute were duly notified and properly represented in the proceedings;
• the foreign judgment is final and conclusive in accordance with the relevant law; and
• the foreign judgment does not conflict with a prior Egyptian judgment in the same case and is not
contrary to public order or morality in Egypt.
Judgments of courts of the United States or the United Kingdom may not be enforceable in Egypt because
there are no bilateral treaties between Egypt and the United States or the United Kingdom on the
enforcement of judgments and the courts of the United States and the United Kingdom may be deemed
not to offer reciprocal treatment to judgments obtained in the courts of Egypt. The rights of investors as
shareholders will be affected by the laws of Egypt and investors may have difficulty effecting service of
process on the Company or enforcing judgments obtained outside Egypt.

FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains certain forward-looking statements with respect to the Company’s
planned projects and results, including, without limitation, with respect to levels of expected investments
and costs (including breakdowns of expected costs by type or project over the lifetime of a project), target
dates for start and end of construction, start of operation, launch, opening and completion, expected
features and amenities and specific development plan targets (including target gross leasable area (GLA)
and target gross floor area (GFA) sizes, target numbers of hotel keys and serviced apartments, target or
indicative splits of GFA/GLA area by type, target numbers of units launched, sold or delivered, target
average periods to complete, target average unit sizes, rent assumptions, implied yields on construction
and target tenant mixes). A forward-looking statement is any statement that does not relate to historical
facts and events, and can be identified by the use of such words and phrases as ‘‘according to estimates’’,
‘‘aims’’, ‘‘anticipates’’, ‘‘assumes’’, ‘‘believes’’, ‘‘continue’’, ‘‘could’’, ‘‘estimates’’, ‘‘expects’’, ‘‘intends’’, ‘‘is of
the opinion’’, ‘‘may’’, ‘‘plans’’, ‘‘potential’’, ‘‘predicts’’, ‘‘projects’’, ‘‘should’’, ‘‘targets’’, ‘‘to the knowledge
of’’, ‘‘will’’, ‘‘would’’ or, in each case their negatives or other similar expressions, which are intended to
identify a statement as forward-looking. This applies, in particular, to statements containing information
on future financial results, plans, or expectations regarding the Company’s business and management, the
Company’s future growth or profitability and general economic and regulatory conditions and other
matters affecting the Company.
Forward-looking statements reflect the Company management’s (‘‘Management’’) current views of future
events, are based on Management’s assumptions and involve known and unknown risks, uncertainties and
other factors that may cause the Company’s actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by these forward-
looking statements. The occurrence or non-occurrence of an assumption could cause the Company’s actual
financial condition and results of operations to differ materially from, or fail to meet expectations
expressed or implied by, such forward-looking statements. The Company’s business is subject to a number
of risks and uncertainties that could also cause a forward-looking statement, estimate or prediction to
become inaccurate. These risks, uncertainties and other factors include, but are not limited to:
• political, economic and social risks and other risks typically associated with emerging markets;
• terrorist events and civil disorder;
• the developing Egyptian legal system and new legislation;

vii
• the impact of foreign exchange controls;
• real estate industry risks;
• development, planning and construction risks;
• inability to conclude projects due to delays or cost overruns;
• challenges in obtaining, retaining and enforcing title to land in Egypt;
• construction-related laws, regulations, standards and licences;
• the impact of competition;
• delays or defaults in customer and client payments;
• future rental revenues, implementation of business strategy and appeal to potential tenants;
• hotel and resort-related risks;
• reliance on third parties to design, complete and manage projects;
• recognition and sustainability of future cash flows and revenue;
• dependence on Board of Directors, senior management team and certain key employees;
• the effect on internal control systems of rapid growth and expansion;
• inability to locate or acquire land suitable for development;
• the subjective and uncertain nature of property valuation;
• adequacy of insurance coverage;
• sufficiency of local infrastructure and utilities;
• environmental regulation, expenditure and liabilities;
• legal proceedings;
• reliance on related party transactions;
• potential conflicts of interest of the Principal Shareholder;
• ability to secure funding;
• other factors discussed in more detail under ‘‘Risk Factors’’; and
• factors that are not known to Management or are not considered by Management to be material at
this time.
The list above and the other factors described under ‘‘Risk Factors’’ are not exhaustive and there are other
factors that may cause actual results to differ materially from the forward-looking statements contained in
this Offering Memorandum. Moreover, new risk factors emerge from time to time and it is not possible to
predict all such risk factors. It is difficult to assess the impact of all risk factors on the Company’s business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. Given these risks and uncertainties, you should
not place undue reliance on forward-looking statements as a prediction of actual results.
Accordingly, prospective investors should not rely on the forward-looking statements in this Offering
Memorandum and investors are strongly advised to read the following sections of this Offering
Memorandum: ‘‘Summary’’, ‘‘Risk Factors’’, ‘‘Use of Proceeds’’, ‘‘Operating and Financial Review’’,
‘‘Description of Emaar Misr’’ and ‘‘The Egyptian Real Estate Market’’. These sections include more detailed
descriptions of factors that might have an impact on the Company’s business, financial condition and the
industry in which the Company operates. None of the Company, its Management or the Managers gives
any assurance or accepts any liability regarding the future accuracy of the opinions set forth herein or as to
the actual occurrence of any predicted developments. None of the Company or the Managers assumes, and
each of the Company and the Managers expressly disclaims, any obligation, except as required by law and
the EGX Listing Rules to update any forward-looking statements or to conform these forward-looking
statements to the Company’s actual results.

viii
PRESENTATION OF FINANCIAL INFORMATION
Financial information
The Company has included in this Offering Memorandum:
• audited financial statements as of and for the financial years ended 31 December 2014, 2013 and 2012
prepared in accordance with International Financial Reporting Standards, as issued by the
International Accounting Standards Board (‘‘IFRS’’) (the ‘‘Annual Financial Statements’’); and
• unaudited interim condensed financial statements as of and for the three months ended 31 March
2015 prepared in accordance with International Accounting Standard No. 34 ‘‘Interim Financial
Reporting’’ (the ‘‘Interim Financial Statements’’ and, together with the Annual Financial Statements,
the ‘‘Financial Statements’’).
The Annual Financial Statements were audited by Allied for Accounting & Auditing (‘‘EY’’), independent
auditors in accordance with International Standards on Auditing, as stated in their audit report included
elsewhere in this Offering Memorandum. The Interim Financial Statements were reviewed by EY in
accordance with the International Standard on Review Engagements 2410, ‘‘Review of Interim Financial
Information Performed by an Independent Auditor of the Entity’’ as stated in their report included elsewhere
in this Offering Memorandum. EY has neither audited nor reviewed any financial information as of and
for the three months ended 31 March 2014 included in this Offering Memorandum.
The Company also prepares statutory annual audited financial statements under Egyptian Accounting
Standards.

Currency
This Offering Memorandum contains translations of certain Egyptian pound amounts into U.S. dollars at
specified rates solely for the convenience of the reader. These translations should not be construed as
representations that the Egyptian pound amounts actually represent such equivalent U.S. dollar amounts
or could be or could have been converted into U.S. dollars at the rate indicated as of the dates mentioned
herein or at all. Unless otherwise indicated, such U.S. dollar amounts have been translated from Egyptian
pounds at an exchange rate of EGP 7.634 = US$ 1.00, being the exchange rate in effect as of 31 March
2015 of the Central Bank of Egypt, as quoted by Bloomberg. The Federal Reserve Bank of New York does
not certify for customs purposes a noon buying rate for cable transfers in Egyptian pounds. See ‘‘Exchange
Rate Information’’.
In this Offering Memorandum:
• ‘‘Egyptian pound’’, ‘‘Egyptian pounds’’ or ‘‘EGP’’ refers to the lawful currency of Egypt;
• ‘‘U.S. dollar’’, ‘‘U.S. dollars’’ or ‘‘US$’’ refers to the lawful currency of the United States of America;
• ‘‘Euro’’, ‘‘Euros’’ or ‘‘A’’ refers to the single currency of the participating Member States in the Third
Stage of the European Economic and Monetary Union of the Treaty Establishing the European
Community, as amended from time to time; and
• ‘‘AED’’ refers to the lawful currency of the United Arab Emirates.

PRESENTATION OF OPERATING AND OTHER INFORMATION


This Offering Memorandum contains certain operating measures, such as sales (off-plan sales), gross floor
area, gross leasable area, number of units as well as other metrics based on, or derived from, such data,
cited in ‘‘Description of Emaar Misr’’ and ‘‘Operating and Financial Review’’, elsewhere in this Offering
Memorandum. These measures have not been audited nor reviewed by the Company’s auditors and are
not metrics or data required by, or presented in accordance with, IFRS or any other generally accepted
accounting standards. Such operating data and metrics are based on the Company’s internal estimates,
assumptions and calculations. Further, operating data and metrics, as the Company defines and calculates
them, may not be comparable to other similarly titled measures used by other companies. Accordingly,
prospective investors should not place undue reliance on such operating data and metrics.
This Offering Memorandum includes backlog information that relates to residential unit sales which the
Company expects to build and deliver in the coming years. This information is used by Management as an
indicator of the Company’s inventory capacity and ability to sell residential units within the project
development timeline.

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

VALUATION REPORT
DTZ Qatar LLC (‘‘DTZ’’), an independent property appraiser, valued Emaar Misr’s property interests as
of 31 December 2014. See Annex A titled ‘‘Valuation Report’’ in this Offering Memorandum. The
valuations have been prepared in accordance with the appropriate sections of the Royal Institution of
Chartered Surveyors (‘‘RICS’’) professional standards, RICS Global Valuation Practice Statements,
and RICS Global Valuation Practice Guidance—Applications contained within the RICS Valuation—
Professional Standards 2014 Red Book. Based on such valuation, the aggregate market value of Emaar
Misr’s property interests as of 31 December 2014 was EGP 23,398,340,000 (assuming expropriation of a
portion of land related to Cairo Gate) and EGP 23,428,020,000 (assuming no expropriation of the portion
of land related to Cairo Gate). In conducting the valuation, DTZ relied on the information provided by
Emaar Misr in relation to title of the properties and assumed, among other things, that the properties will
be developed and completed in accordance with the development plan.
The valuation of properties, in particular development properties, is inherently subjective and any
valuation is subject to uncertainty. Moreover, any property valuation is made on the basis of material
assumptions which, by their nature, are subjective and uncertain, may materially differ from actual results
and have not been confirmed or investigated by any third-party. These assumptions include Emaar Misr’s
ability to register title to the land, the suitability and condition of the structure and services, the absence of
deleterious materials or adverse environmental matters on the land, the proper floor area measurements
of land not measured by DTZ, the absence of outstanding statutory notices related to construction, use or
occupation, the ability of tenants to meet their lease obligations and their compliance with the lease
agreements and accuracy of the information provided by Emaar Misr, among other things. The valuation
does not include allowances or provisions for plant and machinery, goodwill, legal claims and
refurbishment of properties. Potential investors should decide for themselves whether or not Emaar Misr’s
valuation is reasonable and should read the ‘‘Valuation Report’’ attached in Annex A.
The Company can provide no assurance that any of its properties could have been or could be sold at their
respective market values set forth in the valuation report, whether or not equivalent to the values set forth
in the valuation report, will not decline significantly over time due to various factors, including changing
macro- and microeconomic conditions and other factors set forth under ‘‘Risk Factors’’. The Company can
give no assurance that a valuation at a more recent date would not produce a lower or higher value.
Investors are advised that the appraised value of Emaar Misr’s property interest should not be taken as
their actual realisable value or a forecast of their realisable value. See ‘‘Risk Factors—Risks Relating to
Emaar Misr’s Business and Industry—Property valuation is inherently subjective and uncertain’’.

IMPORTANT NOTE REGARDING THE TARGET RATES OF RETURN


Emaar Misr’s target levered project investment rates of return set out in this Offering Memorandum are
targets only (and for the avoidance of doubt are not profit forecasts). The target levered project investment
rates of return are intended primarily as a basis for recommending investments to Emaar Misr’s Board of
Directors. These targets reflect subjective judgments in many respects and thus are susceptible to multiple
interpretations and periodic revisions based on actual experience and business, economic, regulatory,
financial and other developments. There can be no assurance that such targets will be met, or that Emaar
Misr will achieve or successfully implement its investment strategy. The actual results achieved by Emaar
Misr and its investments may vary from these targets, and these variations may be material and are subject
to risks and uncertainties described elsewhere in this Offering Memorandum.
Prospective investors should note that Emaar Misr’s target levered project investment rates of return are
target returns for Emaar Misr’s investments and not for Emaar Misr itself or for any investment in the
Institutional Offering Shares. Prospective investors should not place undue reliance on such target rates in
deciding whether to invest in the Institutional Offering Shares.

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

MARKET AND INDUSTRY DATA


Certain information and statistics relating to the Egyptian economy, the Egyptian securities market and
the international and Egyptian real estate development industry included in this Offering Memorandum
have been extracted or derived from official and other public sources that Management believes to be
reliable, including Business Monitor International, the Central Bank of Egypt, Demographia World Urban
Areas Report, DTZ, Economist Intelligence Unit, Egypt’s Central Agency for Public Mobilisation and
Statistics (‘‘CAPMAS’’), Jones Lang LaSalle and the World Bank. Such information and statistics may be
approximations or estimates, or use rounded numbers. In addition, in some cases Management has made
rounding adjustments to some of this information and statistics for consistency of presentation. Similar
statistics may be obtainable from other sources, but the underlying assumptions, methodology and,
consequently, the resulting data may vary from source to source. Management has not independently
verified such information or statistics, and does not guarantee their accuracy and completeness. However,
Management confirms that such information has been accurately reproduced in this Offering
Memorandum and that as far as Management is aware and is able to ascertain from such information, no
facts have been omitted which would render the reproduced information inaccurate or misleading. See
‘‘Risk Factors—Risks Relating to Egypt and the MENA Region—Official statistics and market data published
in Egypt may not be complete or reliable’’.
For information related to Egypt, annual information is presented based on periods from 1 July through
30 June, the fiscal year maintained by the government of Egypt for budgeting and official statistics.
In addition, certain statements are made in this Offering Memorandum regarding the Company’s
competitive position in its industry based on statistical information published by certain bodies mentioned
above and Management’s experience and assessment of market conditions. While Management believes
these statements to be reasonable and fair approximations, to the extent that such statements are in part
derived from Management’s estimates of third-party information, individually and on an aggregate,
industry-wide basis, these statements cannot and have not been verified by Management, and independent
sources have not verified such statements. Accordingly, neither a prospective investor nor any other
person, firm or company may rely on the accuracy and completeness of that information. Such information
is contained in this Offering Memorandum under the captions ‘‘Presentation of Financial Information’’,
‘‘Exchange Rate Information’’, ‘‘Summary’’, ‘‘Risk Factors’’, ‘‘Operating and Financial Review’’, ‘‘Description
of Emaar Misr’’ and ‘‘The Egyptian Real Estate Market’’.

ROUNDING
Some financial information, operating information and other data in this Offering Memorandum have
been rounded. As a result of this rounding, figures shown as totals in this Offering Memorandum may vary
slightly from the exact arithmetic aggregation of the figures that precede them. In addition, certain
percentages presented in this Offering Memorandum reflect calculations based upon the underlying
information prior to rounding and, accordingly, may not conform exactly to the percentages that would be
derived if the relevant calculations were based upon the rounded numbers.

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

xi
CERTAIN DEFINITIONS
In this Offering Memorandum, the following terms have the following meanings:
‘‘Annual Financial Statements’’ means the Company’s audited financial statements as of and for the
financial years ended 31 December 2014, 2013 and 2012, prepared in accordance with IFRS.
‘‘Board of Directors’’ means Emaar Misr’s board of directors.
‘‘Capital Market Law’’ means Egyptian Capital Market Law No. 95 of 1992 and its Executive Regulations.
‘‘CBE’’ means the Central Bank of Egypt.
‘‘CAPMAS’’ means Egypt’s Central Agency for Public Mobilisation and Statistics.
‘‘Closing Date’’ means 2 July 2015.
‘‘Combined Offering’’ means the Institutional Offering and the Egyptian Public Offering collectively.
‘‘Company’’ means Emaar Misr.
‘‘Construction Law’’ means Construction Law No. 119 of 2008.
‘‘DTZ’’ means DTZ Qatar LLC.
‘‘EGOTH’’ means the Egyptian General Company for Tourism and Hotel.
‘‘EFG Hermes’’ means EFG Hermes Promoting and Underwriting.
‘‘EFSA’’ means the Egyptian Financial Supervisory Authority.
‘‘EGX’’ means the Egyptian Stock Exchange.
‘‘EGX Listing Rules’’ means the rules issued by EFSA Decree No. 11 dated 22 January 2014, as amended by
EFSA Decree No. 170 dated 21 December 2014 and its executive procedures issued by the EGX.
‘‘Egypt’’ means the Arab Republic of Egypt.
‘‘EGYPTERA’’ means the Egyptian Electric Utility and Consumer Protection Regulatory Agency.
‘‘Egyptian Companies Law’’ means the Egyptian Companies Law No. 159 of 1981 and its Executive
Regulations.
‘‘Egyptian Investment Law’’ means the Egyptian Investment Guarantees and Incentives Law No. 8 of 1997
and its Executive Regulations.
‘‘Egyptian Public Offering’’ means the domestic public offering of the Public Offering Shares in Egypt in
accordance with the Public Subscription Notice.
‘‘Emaar Group’’ means Emaar Properties PJSC, together with all of its consolidated subsidiaries.
‘‘Emaar Misr’’ means Emaar Misr for Development S.A.E.
‘‘Emaar Properties’’ means Emaar Properties PJSC.
‘‘Exchange Act’’ means the U.S. Securities Exchange Act of 1934, as amended.
‘‘Extraordinary Shareholders Meeting’’ means an extraordinary shareholders meeting of the Company.
‘‘Financial Statements’’ means the Annual Financial Statements and the Interim Financial Statements.
‘‘GAFI’’ means the General Authority for Investment and Free Zones.
‘‘Gross domestic product’’ or ‘‘GDP’’ means the measure of the total value of final products and services
produced in a country in a specific year. ‘‘Real GDP’’ measures the total value of final production in
constant prices of a particular year, thus allowing historical GDP comparisons that exclude the effect of
inflation. In this Offering Memorandum, GDP figures are real GDP figures based on the CBE and
Economist Intelligence Unit’s estimates.
‘‘Gross Floor Area’’ or ‘‘GFA’’ means the area of a building measured to the external face of the perimeter
walls at each floor level, including terraces and roof terraces.
‘‘Gross Leasable Area’’ or ‘‘GLA’’ means the gross surface area available for leasing.

xii
‘‘Gulf Cooperation Council’’ means the regional political and economic union between Bahrain, Kuwait,
Oman, Qatar, Saudi Arabia and the United Arab Emirates.
‘‘HOTAC’’ means the Holding Company For Tourism, Hotels & Cinema.
‘‘IFRS’’ means International Financial Reporting Standards, as issued by the International Accounting
Standards Board.
‘‘Institutional Offering’’ means the offering of Institutional Offering Shares to which this Offering
Memorandum relates, consisting of an offering (i) outside the United States in ‘‘offshore transactions’’ in
reliance on Regulation S to institutional investors in a number of countries, including Egypt and (ii) in the
United States only to QIBs in reliance on Rule 144A or another exemption from, or a in transaction not
subject to, the registration requirements of the Securities Act.
‘‘Institutional Offering Shares’’ means 510,000,000 new Ordinary Shares, with a nominal value of EGP 1
each, offered by the Company in the Institutional Offering
‘‘Interim Financial Statements’’ means the Company’s unaudited interim condensed financial statements as
of and for the three months ended 31 March 2015 prepared in accordance with International Accounting
Standard No. 34 ‘‘Interim Financial Reporting’’.
‘‘Joint Global Coordinators’’ means EFG Hermes and J.P. Morgan.
‘‘J.P. Morgan’’ means J.P. Morgan Securities plc.
‘‘Lead Manager’’ means Emirates Financial Services PSC.
‘‘Management’’ means the members of management of Emaar Misr.
‘‘Managers’’ means the Joint Global Coordinators, Emirates Financial Services PSC and Emirates NBD
Bank PJSC. Emirates Financial Services PSC is acting as a manager in connection with the Institutional
Offering but not as an underwriter. Emirates NBD Bank PJSC, an affiliate of Emirates Financial Services
PSC, is acting only as an underwriter in connection with the Institutional Offering and will have the
obligation to purchase Institutional Offering Shares for which Emirates Financial Services PSC fails to
procure purchasers. References to the Managers in this Offering Memorandum should be construed
accordingly.
‘‘MCDR’’ means Misr for Central Clearing, Depository and Registry S.A.E.
‘‘MENA’’ means Middle East and North Africa.
‘‘Net sales’’ means sales of units, including modifications, and net of discounts, cancellations, terminations,
upgrades and downgrades.
‘‘New Shares’’ means the Institutional Offering Shares and the Public Offering Shares.
‘‘NUCA’’ means the Egyptian New Urban Communities Authority.
‘‘Offer Price’’ means EGP 3.80 per New Share.
‘‘Ordinary Shareholders Meeting’’ means an ordinary shareholders meeting of the Company.
‘‘Ordinary Shares’’ means all outstanding ordinary shares of the Company, including the New Shares, with a
nominal value of EGP 1 each.
‘‘Principal Shareholder’’ means Emaar Properties PJSC.
‘‘Project Marassi’’ means the master-planned real estate development that Emaar Misr is developing in the
North Coast on the Mediterranean Sea. See ‘‘Description of Emaar Misr—Projects under Development—
Project Marassi’’.
‘‘Project Mivida’’ means the master-planned real estate development that Emaar Misr is developing in New
Cairo City in East Cairo. See ‘‘Description of Emaar Misr—Projects under Development—Project Mivida’’.
‘‘Project Uptown Cairo’’ means the master-planned real estate development that Emaar Misr is developing
in Mokattam in Central Cairo. See ‘‘Description of Emaar Misr—Projects under Development—Project
Uptown Cairo’’.
‘‘Public Offering Shares’’ means up to 90,000,000 new Ordinary Shares, with a nominal value of EGP 1 each,
offered by the Company in the Egyptian Public Offering.

xiii
‘‘Public Subscription Notice’’ means the public subscription notice approved by the Egyptian Financial
Supervisory Authority on 31 May 2015 and issued in connection with the Egyptian Public Offering.
‘‘Regulation S’’ means Regulation S under the Securities Act.
‘‘Regulation S Shares’’ means the Institutional Offering Shares offered to institutional investors in the
Institutional Offering outside the United States in reliance upon Regulation S.
‘‘Rule 144A’’ means Rule 144A under the Securities Act.
‘‘Rule 144A Shares’’ means the Institutional Offering Shares offered in the Institutional Offering to QIBs in
the United States in reliance upon Rule 144A or another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
‘‘Securities Act’’ means the U.S. Securities Act of 1933, as amended.
‘‘State’’ means the government of Egypt.
‘‘Turner’’ means Turner Construction International and its affiliates.
‘‘Underwriting Agreement’’ means the underwriting agreement relating to the Institutional Offering dated
17 June 2015 among the Managers and the Company.

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

Overview
Emaar Misr is a leading real estate developer in Egypt focusing on premium-quality master-planned
lifestyle communities in prime locations that are anchored by landmark developments.
Emaar Misr has a strong portfolio of developments distributed among three projects under development
and a plot of undeveloped land in prime locations in East, West and Central Cairo as well as the North
Coast:
• Project Uptown Cairo is a 4.5 million square metre project under development designed to be a
mixed-use development in Central Cairo situated at the highest point in the city, built 200 metres
above sea level with easy accessibility from East, West and Central Cairo. Project Uptown Cairo has
the potential to become a new iconic city centre in Cairo. The project has been designed by world-
class architects and designers and is expected to be the first gated, integrated community project in
Central Cairo offering a wide range of amenities, including world-class shopping centres, a business
park, hotels, a spa, an 18-hole golf course and club house. Project Uptown Cairo will be home to
Emaar Misr’s flagship development, Emaar Square, a world-class shopping, residential, leisure and
entertainment complex comprising an open-air retail mall and office space designed to attract global
brands and leading local and international companies, a five star and a five-plus-star hotel, including
the first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art entertainment and leisure
centre.
• Project Marassi is a 6.5 million square metre project under development that is expected to become a
year-round resort situated in a prime location in one of the most attractive stretches of the North
Coast with easy accessibility from local and international airports. Project Marassi is designed to
feature a fully-integrated resort community, retail space, twelve anchor hotels, including three
boutique hotels, an 18-hole golf course with a golf academy and clubhouse and a 250 slip yacht
international marina inspired by the French Riviera which, due to its unique location and features, is
difficult to replicate in the region and is therefore expected to transform the area into a premier
international tourist destination. The Marassi Marina is designed to be integrated with customs and
immigration approvals for ease of access and benefits from a unique location and unmatched climate
along one of the most beautiful coastlines in the Mediterranean.
• Project Mivida is a 3.7 million square metre project under development designed to be a fully-
integrated ecologically friendly and energy-efficient community with lush landscapes in a strategic
location in New Cairo City. It is strategically located on New Cairo’s main road and is in close
proximity to the American University in Cairo and Cairo International Airport. Designed by world-
class architects and designers, Project Mivida is expected to be a fully-fledged family-oriented, leisure
and work destination featuring a range of amenities, including a business park, educational, sports and
leisure facilities and a 33-acre central park. Project Mivida will feature Mivida Downtown, a boulevard
shopping area featuring international and local brands strategically located in the centre of New Cairo
City. Mivida Downtown was designed to comprise wide pedestrian streets, water features, full
spectrum dining and easy accessibility to the town centre with multiple access points combining to
provide an unrivalled experience to visitors.
• Cairo Gate is a plot of land of approximately 0.6 million square metres in 6th of October City with
frontage of the Cairo—Alexandria Desert highway, an area with limited land offerings, which makes
Cairo Gate a strong value proposition.
As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number of
residential units delivered amounted to 4,676 and 1,850 (including serviced apartments), respectively.
Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion compared to
EGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014 amounted to
EGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013, which in turn was an increase of
27% compared to EGP 3.3 billion in 2012. Emaar Misr’s total revenue amounted to EGP 751.5 million for
the three months ended 31 March 2015, EGP 2.6 billion for the year ended 31 December 2014,
EGP 1.2 billion for the year ended 31 December 2013 and EGP 0.8 billion for the year ended 31 December
2012.

1
In a market sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’s
share of total new net sales in Egypt increased from 10% in 2010 to 36% in 2014, which represents an
EGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew by
EGP 8.7 billion. Emaar Misr’s increase in sales during that period was partially the result of the brand’s
strength and Management’s confidence in continuing to invest, construct and deliver residential units
despite the unprecedented market conditions.

Competitive Strengths
Emaar Misr believes it differentiates itself from its competition through the strength of the internationally
recognised Emaar brand, its strategically located land bank acquired at attractive rates, its offer of fully
integrated lifestyle communities of premium quality standards, its strong expertise across asset classes
leveraging Emaar Properties’ proven expertise and capabilities, and its retention of revenue generating
commercial assets.

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


Management believes that Emaar Misr operates in an attractive market with robust fundamentals
supporting further sustainable growth.
• Attractive demographic characteristics. All of Emaar Misr’s projects are located in Egypt, whose
population of 88 million is the largest in the MENA region and grew at a compound annual growth
rate of 2.5% between 2009 and 2014 (sources: Central Agency for Public Mobilisation and Statistics,
June 2014; Business Monitor International, March 2015). Cairo, which is Emaar Misr’s principal
target city for residential, retail and office projects, is the most populous city in the MENA region,
with more than 15.6 million people as of January 2015 (source: Demographia World Urban Areas:
11th Annual Edition, 2015) and one of the most densely populated metropolitan areas in the world.
According to Egypt’s Central Agency for Public Mobilisation and Statistics, as of January 2014, 60.9%
of the Egyptian population was below the age of thirty. These attractive demographics are expected to
be complemented by government initiatives to attract major foreign direct investment and to support
domestic confidence and purchasing power, which are expected to aid Egypt’s return to long-term
growth after a period of stagnation.
• Attractive economic environment. Management believes that the economic environment in Egypt will
lead to continued growth in demand for premium quality properties in Egypt. Egypt’s real GDP grew
at a rate of 2.2% and 2.1% in 2012 and 2013, respectively, with real GDP expected to further increase
by 2.2% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, the real GDP
growth rate is expected to further increase to 4.0% in 2015, 4.2% in 2016 and 4.4% in 2017 (source:
Economist Intelligence Unit, February 2015). Moreover, Egypt has experienced relatively high
inflation, with consumer prices increasing by 7.8% in 2012, 9.5% in 2013 and expected to increase by
10.1% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, high inflation in
Egypt is expected to continue in the following three years, with estimates of 9.5% in 2015, 8.7% in
2016 and 9.0% in 2017 (source: Economist Intelligence Unit, February 2015). Management believes
that high inflation rates combined with the relative absence of other investment opportunities should
encourage investment in quality real estate properties as a hedge against inflation.
• Increasing demand for premium residential properties. Management believes that Egypt’s attractive
demographic characteristics combined with increasing levels of disposable income will drive demand
for premium quality housing in and around Cairo as well as secondary homes located in attractive
locations on the North Coast, a segment that Emaar Misr targets through Project Marassi. Personal
disposable income (after taxes and deductions) in Egypt is expected to grow at a compound annual
growth rate of 13% between 2015 and 2017 compared to 10% from 2009 to 2014 (source: Economist
Intelligence Unit, February 2015). The favourable prospects for residential development are further
supported by the gradual increase in mortgage finance availability, which may increase the
accessibility of residential housing.
• Underserved retail market coupled with limited quality of offerings. The supply of high-quality retail
space in Cairo remains considerably limited with only 0.07 square metres of retail space per capita in
2013 and is significantly lower than other major cities in the MENA region (source: DTZ as of 2013).
By 2018, the GLA per capita in Cairo is expected to increase to 0.15 square metres per capita
reflecting an increase in purchasing power of the local population (source: DTZ, March 2015). Emaar
Misr intends to increase its presence in the retail segment going forward in an attempt to capitalise on

2
unmet demand for high-quality retail space. Management’s development plans encompass a target of
more than 250,000 square metres of retail GLA.
• Attractive prospects for office space. Although Management believes that office space has historically
been undersupplied in Egypt, economic growth in the country is expected to support long-term tenant
demand. According to Jones Lang LaSalle, Cairo’s office stock GLA in the fourth quarter of 2014 was
0.9 million square metres which is lower than in most other countries in the MENA region. The
market for office space has historically been concentrated in downtown Cairo with no recognised
central business district. Furthermore, the lack of office supply has led to the transformation of
previously residential properties into office space. Management believes that Emaar Misr is well
positioned to capture growth opportunities in this sector due to the strategic location of its projects in
and around Cairo where companies continue to search for new land plots to develop adjacent to
major transportation hubs. Management’s development plans encompass a target of more than
150,000 square metres of office GLA.
• Growing hospitality segment. Leveraging on the expected increase in demand for premium quality
hotels, secondary homes and growth of the internal and external tourism industry, Management’s
development plans include a target of 15 hotels, comprising approximately 4,000 hotel room keys and
serviced and branded apartments, most of which are expected to be part of Project Marassi located on
the North Coast. Emaar Misr intends to increase its investments in this segment where Management
believes there are significant growth opportunities.

Business model focused on integrated master plans supported by robust project development processes
Emaar Misr’s business model is to develop premium-quality master-planned lifestyle communities in prime
locations that are anchored by landmark developments. Management believes that Emaar Misr’s product
offering is differentiated by the quality and design of its projects combined with the flexibility under its
master plans to modify its projects, including the mix of properties, on an on-going basis in order to adapt
to prevailing and changing market trends and customers’ preferences.
• Rare offer of a dynamic portfolio of premium-quality move-in ready residential properties. Emaar Misr
offers premium-quality, fully-finished and move-in ready residential units (including apartments, twin
houses, town houses and villas) that cater to differing needs and various consumer price levels.
Management believes that this is a rare offer in the Egyptian real estate market currently dominated
by semi-finished residential properties.
• Anchored by landmark developments. Each project is designed to be anchored by a landmark
development comprising a wide range of amenities, such as golf courses, golf club houses, community
centres, central parks, sports and leisure centres, schools and medical centres, thereby creating
self-contained, fully-integrated master-planned lifestyle communities.
• Combined with robust project development processes across all stages of a project life cycle. Emaar Misr
relies on a well-proven and efficient development process from the initial stages of opportunity
identification to the delivery and completion of a project that is underpinned by an internal
operational structure designed to emphasise accountability and quality control. Throughout the
master planning phase, Emaar Misr focuses on delivering premium quality products consistent with
the Emaar brand name. As part of this process, Emaar Misr centralises the design and tender phases
with the aim of creating economies of scale that improve value across all of its projects. Emaar Misr
coordinates the launch of residential units with retail and office space, gradually increasing the supply
of residential properties to allow for the appreciation of home values and residential areas through
heightened visibility and availability of amenities. Following the delivery of residential units, Emaar
Misr retains control of the community and facility management function in order to manage the
customer experience and preserve the community environment.

Clearly differentiated portfolio of premium quality developments


Emaar Misr has a clearly differentiated portfolio of developments distributed among three projects under
development and a plot of undeveloped land.
• Project Uptown Cairo has the potential to become a new iconic city centre in Cairo. The project has
been designed by world-class architects and designers and is expected to be the only gated, integrated
community project in Central Cairo offering a wide range of amenities, including world-class shopping
centres, a business park, hotels, a spa, an 18-hole golf course and a club house. Project Uptown Cairo

3
will be home to Emaar Misr’s flagship development, Emaar Square, a world-class shopping,
residential, leisure and entertainment complex comprising an open-air retail mall and office space
designed to attract global brands and leading local and international companies, a five star and a
five-plus-star hotel, including the first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art
entertainment and leisure centre. See ‘‘Description of Emaar Misr—Projects under Development—
Project Uptown Cairo’’.
• Project Marassi is designed to feature a fully-integrated, exclusive resort community, retail space,
twelve anchor hotels, including three boutique hotels, an 18-hole golf course with a golf academy and
clubhouse and a 250 slip yacht international Marina inspired by the French Riviera which, due to its
unique location and features, is difficult to replicate in the region and is therefore expected to
transform the area into a premier international tourist destination. The Marassi Marina is designed to
be integrated with customs and immigration approvals for ease of access and benefits from a unique
location and unmatched climate along one of the most beautiful coastlines in the Mediterranean. See
‘‘Description of Emaar Misr—Projects under Development—Project Marassi’’.
• Project Mivida is designed as a community development with environmentally friendly components
and green landscapes and amenities that are planned to cover more than 80% of the project’s land.
Project Mivida is designed to feature Mivida Downtown, a boulevard shopping area featuring
international and local brands strategically located in the centre of New Cairo City. Mivida Downtown
is designed to comprise wide pedestrian streets, water features, full spectrum dining and easy
accessibility to the town centre with multiple access points combining to provide an unrivalled
experience to visitors. See ‘‘Description of Emaar Misr—Projects under Development—Project Mivida’’.

Retain most commercial assets to optimise future revenue streams and cash flows
Emaar Misr’s business model is to continue to build a portfolio of residential properties for sale while
growing its presence in the premium retail, hospitality and office segments through ownership of
investment properties that are leased to tenants. Premium quality retail and hospitality properties are
planned across all projects while office properties are planned for Project Uptown Cairo and Project
Mivida. As of the date of this Offering Memorandum, Emaar Misr has launched its first shopping mall
(MPorium in Project Marassi) and has sold serviced and branded apartments in Project Marassi.
Emaar Misr’s business model is designed to allow it to capture growth opportunities in different market
segments and, by retaining control over its commercial properties, to enable it to manage the mix of
occupants and retailers to better reflect consumer preferences and adapt to changes in the market.
Management believes that this strategy will improve the breadth and stability of Emaar Misr’s revenue
streams and cash flow in the medium term by including sustainable rental income, therefore allowing
Emaar Misr to achieve a more diversified revenue profile over the medium to long term.

Resilient and cash generative financial model


As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number of
residential units delivered amounted to 4,676 and 1,850 (including serviced apartments), respectively. As of
31 March 2015, cumulative net sales since inception amounted to EGP 23.9 billion, the cumulative amount
of collections amounted to EGP 11.0 billion and the cumulative amount of revenue amounted to
EGP 6.1 billion. Emaar Misr’s net sales, revenue and collections increased in 2012, 2013 and 2014 despite
recent political and economic changes in Egypt. Management believes that the decision to continue
construction and development across all projects during that time further enhanced Emaar Misr’s
credibility in the local market and reinforced its position as a leading real estate developer in Egypt while
providing it with the ability to achieve favourable pricing of its properties.
Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion compared to
EGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014 amounted to
EGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013 and EGP 3.3 billion in 2012. In a
market sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’s
share of total new net sales in Egypt grew from 10% in 2010 to 36% in 2014, which represents an
EGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew by
EGP 8.7 billion. The strength and resilience of Emaar Misr’s brand is shown by the low number of
cancellations relative to annual net sales, with only EGP 32.4 million in cancellations compared to
EGP 2.0 billion in net sales for the three months ended 31 March 2015.

4
Emaar Misr’s total revenue amounted to EGP 751.5 million for the three months ended 31 March 2015,
EGP 2.6 billion for the year ended 31 December 2014, EGP 1.2 billion for the year ended 31 December
2013 and EGP 0.8 billion for the year ended 31 December 2012. Gross margin was 30.0% for the three
months ended 31 March 2015 and 29.8%, 34.5% and 28.1% for the years ended 31 December 2014, 2013
and 2012, respectively.
Emaar Misr’s cash flow management supports residential development funding in an efficient manner. It is
based on an off-plan sales model that is designed to provide Emaar Misr with cash inflow prior to the
commencement of construction combined with a coordinated phasing strategy aimed at timing the launch
and completion of its residential properties with the roll-out of retail, office and hospitality properties and
other amenities. As part of this business model, Emaar Misr develops infrastructure as an initial step in
development, including site grading, roads and utility networks, and combines it with the launch of certain
amenities at an early stage, which are designed to have a positive impact on the demand for and value of
the residential properties over time. For example, the beach club in Project Marassi and the golf clubhouse
in Project Uptown Cairo were completed prior to the delivery of the first residential units, allowing
prospective buyers to experience the quality of those amenities. Management believes that this approach
had a positive impact on the demand for residential units in those projects.

Dedicated and experienced management team


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

Benefit from ownership by the premier Middle Eastern developer


Management believes that Emaar Misr’s association with Emaar Properties, its controlling shareholder
and a leading real estate developer with cross-asset class expertise in the MENA region, is one of Emaar
Misr’s competitive advantages. Emaar Properties has led Emaar Misr through significant growth since 2005
during which time it provided Emaar Misr with highly valuable support, know-how, expertise and business
planning at each level of the project development life cycle, including distinctive development concepts,
premium quality properties, sophisticated planning and quality controls from the design phase through the
property management and maintenance phases. Emaar Properties’ reputation and experience are based on
its development of some of the most significant master-planned projects in the UAE, including Downtown
Dubai, Burj Khalifa, BLVD Heights, ‘‘The Address Dubai’’, Armani Hotel in Dubai, Arabian Ranches,
Emirates Living and Dubai Marina. These successful urban and resort destinations each contribute to
Emaar Properties’ status as one of the largest real estate developers globally by market capitalisation.
Following the Combined Offering, Emaar Misr expects to continue to benefit from the support and
expertise of Emaar Properties, which will remain Emaar Misr’s controlling shareholder. Furthermore,
Management believes that the long-standing experience and know-how of Emaar Malls Group (owner and
operator of Dubai Mall, the world’s largest shopping and entertainment destination and a member of the
Emaar Group) and Emaar Retail Group will be instrumental in developing and operating Emaar Misr’s
retail properties in Project Uptown Cairo and Mivida. Management also believes that the track record,
experience, brand name and operational excellence of Emaar Hospitality Group will provide strategic
value to the development and operations of ‘‘The Address’’ and ‘‘Vida’’ hotels across Emaar Misr’s
projects.

5
Strategy
Emaar Misr’s vision is to become Egypt’s premier lifestyle community provider, through developing world-
class projects to fulfil the aspirations of its customer base. Emaar Misr’s aim is to continue to maintain a
strong market position while increasing revenue and profitability. Emaar Misr intends to pursue the
following business and growth strategies.

Customer centric strategy


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

Introducing innovative products and concepts


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

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

Adherence to premium quality standards


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

6
The commitment to deliver premium quality properties is supported through rigorous internal quality
management standards and procedures that Emaar Misr applies at each stage of project execution,
including managing communities and facilities after construction of properties is completed.

Retaining control of commercial assets


While historically the residential segment has been the core and primary focus of Emaar Misr, in the future
Emaar Misr intends to retain the ownership and lease the majority of its retail, office and hospitality assets,
including schools and hospitals while preserving flexibility to sell selected commercial assets depending on
prevailing market conditions. This strategy is designed to allow Emaar Misr to diversify its income streams
and improve cash flows by generating recurring rental income from commercial properties while retaining
quality control over its amenities. Emaar Misr’s target contribution from rental income is approximately
30-40% of total revenue. Emaar Misr expects that its effective management of commercial properties may
further appreciate residential property values.
In the medium to long term, Emaar Misr intends to develop more than:
• 6.2 million square metres of total GFA across all of its projects,
• 250,000 square metres of retail GLA across all of its projects,
• 150,000 square metres of office GLA in Project Uptown Cairo and Project Mivida, and
• 15 hotels, representing approximately 4,000 hotel room keys and branded and serviced apartments
across all of its projects.
In order to implement this strategy, Emaar Misr intends to rely on its strong market position, brand image,
execution capabilities, skills and a track record of successful sales as well as expertise and know-how of
Emaar Malls and Emaar Hospitality Group to seek leading global brands as anchor tenants for its projects.

Disciplined and highly selective approach to additional land bank acquisitions


Emaar Misr intends to continue to expand its land bank in Egypt through a disciplined approach of highly
selective acquisitions of large plots with opportunistic consideration of smaller high-quality locations that
Management believes would supplement Emaar Misr’s current portfolio and have the potential of
generating attractive revenue. As part of this strategy, Emaar Misr is currently participating in auctions and
exploring other potential land acquisitions and development opportunities that fit its investment criteria.
Emaar Misr’s main focus is the immediate development of its existing land bank with speculative
additional acquisitions limited to exceptional opportunities. As part of this strategy, Emaar Misr intends to
focus on opportunities that can achieve a target levered project internal rate of return of approximately
16% and an achievable minimum gross margin of approximately 25%, with particular attention to the
availability of Cairo-based land plots. See ‘‘Important Note Regarding the Target Rates of Return’’. For such
acquisitions, Emaar Misr may selectively consider entering into joint ventures or revenue sharing projects,
while maintaining full management control over the projects.
Management believes that Emaar Misr has developed a rigorous, disciplined and highly selective land
acquisition methodology. Rooted in an analytical approach to decision making, the methodology
emphasises risk identification and mitigation, and screens for fundamental asset value with a high
risk-adjusted return potential. It is designed to enable Management to identify, evaluate and act upon land
acquisition and development opportunities based on a variety of indicators, including demand for
residential housing that exceeds available and expected supply, home affordability, and areas with
well-regarded educational systems and institutions, high educational attainment levels, accommodative
transportation infrastructure, proximity to major trade corridors, positive employment trends and diverse
employment bases.

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

7
DESCRIPTION OF THE OFFERING
Company . . . . . . . . . . . . . . . . . . . . . Emaar Misr for Development S.A.E.

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

Combined Offering . . . . . . . . . . . . . . The Combined Offering consists of an offering of up to


600,000,000 New Shares in the Institutional Offering and the
Egyptian Public Offering. THIS OFFERING
MEMORANDUM RELATES SOLELY TO THE
INSTITUTIONAL OFFERING.

Institutional Offering . . . . . . . . . . . . The Institutional Offering consists of an offering of 510,000,000


Institutional Offering Shares by the Company (a) outside the
United States in ‘‘offshore transactions’’ in reliance on
Regulation S under the Securities Act to institutional investors
in a number of countries, including Egypt and (ii) in the United
States only to QIBs as defined in Rule 144A under the Securities
Act, in reliance on Rule 144A or another exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act. The Institutional Offering Shares are not being
offered to retail investors in Egypt.

Egyptian Public Offering . . . . . . . . . The Egyptian Public Offering consists of a domestic offering by
the Company of up to 90,000,000 Public Offering Shares to the
public in Egypt, subject to the Capital Market Law its Executive
Regulations as amended, the provisions of the EGX Listing
Rules and the regulations of the EFSA. THE EGYPTIAN
PUBLIC OFFERING IS EXPECTED TO BE OPEN FROM
16 JUNE 2015 TO 25 JUNE 2015 AND IS BEING MADE
PURSUANT TO THE PUBLIC SUBSCRIPTION NOTICE.
EGYPTIAN INVESTORS SHOULD REFER TO AND WILL
BE PURCHASING PUBLIC OFFERING SHARES SOLELY
IN RELIANCE ON THE PUBLIC SUBSCRIPTION NOTICE
AND MAY NOT RELY ON THIS OFFERING
MEMORANDUM.

Re-allocation of New Shares . . . . . . . The Company, in consultation with the Managers, may
re-allocate New Shares from either the Institutional Offering to
the Egyptian Public Offering or from the Egyptian Public
Offering to the Institutional Offering depending on the level of
subscription for each tranche. Any re-allocation of New Shares
from the Institutional Offering to the Egyptian Public Offering
will take place at least three business days prior to the closing of
the Egyptian Public Offering which is scheduled for 25 June
2015. Any re-allocation from the Egyptian Public Offering to the
Institutional Offering will take place on the day following the
closing of the Egyptian Public Offering which is scheduled for
25 June 2015.

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

Ordinary Shares Outstanding


Immediately Prior to the Combined
Offering . . . . . . . . . . . . . . . . . . . . 4,019,338,000 Ordinary Shares.

Ordinary Shares Held by the


Principal Shareholder Immediately
Prior to the Combined Offering . . . 4,019,338,000 Ordinary Shares.

Ordinary Shares Outstanding


Immediately After the Combined

8
Offering . . . . . . . . . . . . . . . . . . . . 4,619,338,000 (assuming all Public Offering Shares are offered
and sold in the Egyptian Public Offering).

Ordinary Shares Held by the


Principal Shareholder Immediately
After the Combined Offering . . . . . 4,019,338,000 (representing 87.01% of the total outstanding
Ordinary Shares after the Combined Offering and assuming all
Public Offering Shares are offered and sold in the Egyptian
Public Offering).

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

Managers . . . . . . . . . . . . . . . . . . . . . EFG Hermes and J.P. Morgan have been appointed Joint Global
Coordinators and Joint Bookrunners for the Institutional
Offering. Emirates Financial Services PSC has been appointed
Lead Manager for the Institutional Offering. Emirates Financial
Services PSC is acting as a manager in connection with the
Institutional Offering but not as an underwriter. Emirates NBD
Bank PJSC, an affiliate of Emirates Financial Services PSC, is
acting only as an underwriter in connection with the Institutional
Offering and will have the obligation to purchase Institutional
Offering Shares for which Emirates Financial Services PSC fails
to procure purchasers. References to the Managers in this
Offering Memorandum should be construed accordingly.

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

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

The trading in the New Shares is conditional upon the


satisfaction of the following conditions: (i) at least 10% of the
Company’s issued capital is owned by shareholders (other than

9
the founders of the Company), (ii) 5% of the Company’s total
outstanding shares is free float (as defined in the EGX Listing
Rules) having a market value of not less than EGP 10 million,
and (iii) the New Shares are being subscribed for by a minimum
of 300 investors.

Settlement . . . . . . . . . . . . . . . . . . . . The Institutional Offering Shares are expected to be delivered


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

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

The Principal Shareholder has agreed that, without the prior


written consent of the Joint Global Coordinators, it will not
offer, pledge, sell, contract to sell or otherwise dispose of any
Ordinary Shares or securities convertible into Ordinary Shares
for a period of 180 days from the date of the Underwriting
Agreement, subject to certain exceptions. In addition, at least
51% of the aggregate number of Ordinary Shares held by the
Principal Shareholder (measured immediately prior to the
Combined Offering) will be subject to a lock-up restriction for a
period of two years following the commencement of trading of
the shares on the EGX. The Ordinary Shares locked-up in
accordance with the EGX Listing Rules may be transferred
during the lock-up period, subject to EFSA approval and the
fulfilment of certain other requirements of the EGX Listing
Rules. See ‘‘Plan of Distribution—Lock-up Arrangements’’.

Transfer Restrictions . . . . . . . . . . . . The Institutional Offering Shares are subject to transfer


restrictions in certain jurisdictions. Prospective purchasers
should read the restrictions described under ‘‘Transfer
Restrictions’’ and ‘‘Plan of Distribution—Selling Restrictions’’.

Stabilisation . . . . . . . . . . . . . . . . . . . In connection with the Combined Offering, the Stabilisation


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

10
available to the Stabilisation Manager prior to commencement
of trading. Starting on the commencement of trading, the
Stabilisation Manager will place an open purchase order at the
Offer Price, which will remain open until the end of the
Stabilisation Period. At the end of the Stabilisation Period this
open purchase order will be matched with open sale orders and
executed on the EGX. If the purchase order submitted by the
Stabilisation Manager exceeds the amount deposited in the
Stabilisation Fund, such purchase orders will be executed on a
pro rata basis up to the amount of the Stabilisation Fund and all
Ordinary Shares purchased will be placed in the Stabilisation
Fund. The Stabilisation Manager will remit to the Company, at
the end of the Stabilisation Period, any proceeds of the
Combined Offering then remaining in the Stabilisation Fund
and any remaining Ordinary Shares purchased during the
Stabilisation Period using the Stabilisation Fund. The
Stabilisation Manager will disclose the stabilisation transactions
to the EGX at the end of the Stabilisation Period.

Voting Rights and Ownership


Limitations . . . . . . . . . . . . . . . . . . Holders of Institutional Offering Shares will be entitled to
receive notice of and attend general meetings of shareholders of
the Company. Holders of Institutional Offering Shares are
entitled to one vote per Institutional Offering Share. See
‘‘Description of Share Capital and Applicable Egyptian Law’’.

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

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

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

Risk Factors . . . . . . . . . . . . . . . . . . . Prospective investors should read the information discussed


under the heading ‘‘Risk Factors’’ and other information in this
Offering Memorandum prior to making an investment decision
with respect to the Institutional Offering Shares.

11
SUMMARY HISTORICAL AND OTHER FINANCIAL INFORMATION
The following selected financial information as of and for the three months ended 31 March 2015 and 2014
has been extracted from the Interim Financial Statements, and the financial information as of and for the
financial years ended 31 December 2014, 2013 and 2012 has been extracted from the Annual Financial
Statements. The selected financial information is qualified by, and should be read in conjunction with, the
section entitled ‘‘Operating and Financial Review’’ and the Financial Statements, including the notes
thereto, appearing elsewhere in this Offering Memorandum. This financial information is historical and
not necessarily indicative of results to be expected in any future period. In addition, the Company’s results
for the three months ended 31 March 2015 are not necessarily indicative of results to be expected for the
full year.

Summary Statement of Profit or Loss and Other Comprehensive Income

Three months ended 31 March Year ended 31 December


2015 2014 2014 2013 2012
EGP US$(1) EGP EGP US$(1) EGP EGP
Revenue . . . . . . . . . . . . . . 751,457,041 98,435,557 357,675,325 2,603,926,691 341,095,977 1,188,328,131 756,968,701
Cost of revenue . . . . . . . . . (526,349,414) (68,948,050) (233,479,833) (1,826,867,902) (239,306,773) (777,782,195) (543,918,072)
Gross profit . . . . . . . . . . . . 225,107,627 29,487,507 124,195,492 777,058,789 101,789,205 410,545,936 213,050,629
Selling, general and
administrative expenses . . . (86,138,235) (11,283,449) (52,947,905) (325,819,863) (42,680,097) (284,965,694) (204,380,360)
Finance income . . . . . . . . . 17,428,943 2,283,068 2,504,757 29,946,133 3,922,732 3,698,614 2,024,187
Finance costs . . . . . . . . . . . (1,729,235) (226,518) (21,434,044) (111,908,022) (14,659,159) (209,990,965) (113,515,995)
Other expenses . . . . . . . . . . (6,478,785) (848,675) (6,011,461) (3,500,837) (458,585) (6,949,477) (5,537,734)
Other income . . . . . . . . . . . 12,800,101 1,676,723 5,789,564 35,294,227 4,623,294 27,320,069 9,627,715
Provisions no longer required . 1,760,489 230,612 — — — — —
Provisions . . . . . . . . . . . . . (157,156) (20,586) — (3,538,485) (463,517) — —
Profit/(loss) before tax . . . . . 162,593,749 21,298,631 52,096,403 397,531,942 52,073,872 (60,341,517) (98,731,558)
Income tax . . . . . . . . . . . . (1,166,996) (152,868) (18,481,238) 26,515,980 3,473,406 69,808,354 —
Profit/(loss) for the period/
year . . . . . . . . . . . . . . . 161,426,753 21,145,763 33,615,165 424,047,922 55,547,278 9,466,837 (98,731,558)

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

12
Summary Statement of Financial Position

As of 31 March As of 31 December
2015 2014 2013 2012
EGP US$(1) EGP US$(1) EGP EGP
ASSETS
Non-current assets . . . . . . . . . . . 762,974,761 99,944,297 767,296,094 100,510,361 651,358,196 535,709,173
Current assets . . . . . . . . . . . . . . 12,728,040,181 1,667,283,230 12,326,966,819 1,614,745,457 10,791,342,932 9,559,201,268
TOTAL ASSETS . . . . . . . . . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441
EQUITY AND LIABILITIES
Equity
Share capital . . . . . . . . . . . . . . . 4,019,338,000 526,504,847 878,338,000 115,056,065 878,338,000 699,269,000
Amounts paid under capital
increase . . . . . . . . . . . . . . . . . — — 3,141,000,000 411,448,782 119,544,000 179,069,000
Legal reserve . . . . . . . . . . . . . . . 21,145,120 2,769,861 247,803 32,460 196,491 196,491
Retained earnings/(accumulated
losses) . . . . . . . . . . . . . . . . . . 160,485,144 21,022,419 19,955,708 2,614,057 (404,040,902) (413,507,739)
TOTAL EQUITY . . . . . . . . . . . . 4,200,968,264 550,297,127 4,039,541,511 529,151,364 594,037,589 465,026,752
Liabilities
Interest-bearing loans and
borrowings . . . . . . . . . . . . . . . — — 475,020 62,224 171,290,093 231,977,713
Land purchase liabilities . . . . . . . . 525,812,458 68,877,713 635,340,594 83,225,124 574,511,035 360,745,187
Provision for employees’
end-of-service benefits . . . . . . . 12,837,160 1,681,577 8,852,688 1,159,640 6,768,775 7,409,228
Non-current liabilities . . . . . . . . . 538,649,618 70,559,290 644,668,302 84,446,987 752,569,903 600,132,128
Current liabilities . . . . . . . . . . . . 8,751,397,060 1,146,371,111 8,410,053,100 1,101,657,467 10,096,093,636 9,029,751,561
TOTAL LIABILITIES . . . . . . . . . 9,290,046,678 1,216,930,401 9,054,721,402 1,186,104,454 10,848,663,539 9,629,883,689
TOTAL LIABILITIES AND
EQUITY . . . . . . . . . . . . . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441

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

Summary Statement of Cash Flows

Three months ended 31 March Year ended 31 December


2015 2014 2014 2013 2012
EGP US$(1) EGP EGP US$(1) EGP EGP
Net cash from/(used in)
operating activities . . . . . . . 468,712,974 61,398,084 205,843,139 1,083,396,675 141,917,301 (303,041,678) (610,162,821)
Thereof working capital
changes . . . . . . . . . . . . 303,897,007 39,808,358 118,023,442 481,246,469 63,039,883 (501,610,447) (673,663,031)
Net cash (used in) investing
activities . . . . . . . . . . . . . (1,127,109) (147,643) (27,840,615) (40,168,397) (5,261,776) (84,791,516) (72,980,164)
Net cash from/(used in)
financing activities . . . . . . . (202,734,954) (26,556,845) (123,495,715) (376,935,042) (49,375,824) 477,004,030 672,274,616
Cash and cash equivalent at
the end of the period/year . . 1,113,328,630 145,838,175 232,346,221 844,974,315 110,685,658 177,707,978 85,552,567

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

13
RISK FACTORS
An investment in the Company involves a high degree of risk. Potential investors should carefully consider the
risks described below, together with the information contained in this Offering Memorandum, before deciding to
purchase Institutional Offering Shares. Emaar Misr’s business, financial condition, results of operations and
prospects, and the actual outcomes of matters as to which forward-looking statements are made in this Offering
Memorandum, could be adversely affected by any of the risks described below individually or collectively. In
such case, the trading price of the Ordinary Shares could decline and purchasers of Institutional Offering Shares
could lose all or part of their investment.
The risks and uncertainties that Management currently believes are material are described below. However, these
risks and uncertainties may not be the only ones faced by Emaar Misr. Additional risks and uncertainties,
including those currently unknown to Management, or that Management currently deems immaterial, could
have an adverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.
The risks and uncertainties presented below are subject to contingencies which may or may not occur. The order
in which the risk and uncertainties are presented below does not reflect order of importance, likelihood of
occurrence or materiality. Prospective investors should carefully review the entire Offering Memorandum and
should form their own views before making any investment decision.

Risks Relating to Emaar Misr’s Business and Industry


Emaar Misr’s real estate assets and projects are subject to certain significant risks relating to real property.
There are a number of factors that commonly affect the real estate development industry, many of which
are beyond Emaar Misr’s control, and which could adversely affect the economic performance and value of
Emaar Misr’s real estate assets and projects. Such factors include, among others:
• Changes in political, social and economic conditions in Egypt and the MENA region (see ‘‘—Risks
Relating to Egypt and the MENA Region’’ below).
• General industry trends, including the cyclical nature of the real estate market.
• Changes in local market conditions, such as a reduction in demand for real estate or changes in local
tastes and perceptions as to the attractiveness, quality, comfort, safety and location of particular
projects.
• The quality and proximity of competition presented by other residential, retail, commercial and
hospitality real estate developers, which may diminish opportunities for acquiring desired properties
or sites on favourable terms or at all, as well as diminish sales increasing or decreasing land property
prices.
• The attractiveness of the properties to residential purchasers, commercial tenants, tourists and retail
customers.
• Constraints on growth in demand for new housing due to changes in interest rates and inflation, and
the limited availability of financing, including the underdeveloped status of the mortgage lending
market in Egypt.
• Government actions and administrative decisions against Emaar Misr’s properties, including
renegotiations of, or challenges to, the validity of certain clauses in agreements entered into with the
Egyptian government.
• Covenants, conditions, restrictions and easements relating to the properties or their use.
• Changes in laws, regulations or government policies (including those relating to financing,
environmental usage, health and safety, tax (including property tax) and insurance), which increase
the costs of complying with such laws, regulations or policies and changes in town planning and zoning
regulations or the interpretation or application thereof.
• Energy supply shortages and disruptions, utility supply shortages and delays in connecting to national
utility grids.
• Force majeure and acts of nature, such as earthquakes or rock slides that may damage the properties
or delay their development and have a negative reputational effect.
• Failure of Emaar Misr’s operational and technology systems.

14
These factors could cause fluctuations in the value of real estate assets, rental income or operating
expenses, causing a negative effect on the operating returns derived from, and the value of, real estate
investments. Any adverse change in one or more of these general factors or in any of the factors described
in further detail below could have a material adverse effect on Emaar Misr’s business, financial condition,
results of operations and prospects.

Emaar Misr’s real estate assets and projects are subject to additional development, planning and construction risks.
Real estate development, construction and acquisition activities are subject to additional risks, many of
which are beyond Emaar Misr’s control, including delay, ability to complete projects within the required
timeframe and financial loss, and which could adversely affect the economic performance and value of
Emaar Misr’s real estate assets. These risks are due to, among others:
• Failure to generate a sufficient level of pre-sales to finance project construction and costs overruns
that exceed original estimates due to increased costs of materials, labour, other construction inputs
and other factors. Such cost increases could make the completion of a project uneconomical as Emaar
Misr may not be able to increase sales prices of units or rental rates for pre-sold or pre-let units to
mitigate increases in construction costs.
• Inability to timely complete construction, sales or leasing of a property, particularly given the relative
size and complexity of the projects. Such inability may result in the breach or termination of the
Company’s existing preliminary sales contracts with the Egyptian government, the termination of
Emaar Misr’s ownership rights in respect of the land or claims for damages.
• Inability to adapt project phases to cater to changes in market tastes and preferences.
• Risks relating to project delays due to defaults by customers on post-dated cheques delivered at the
time of unit purchases in the event that Emaar Misr is not then able to vacate the units (if already
delivered) and re-sell such units and Emaar Misr’s credit facilities are unavailable or insufficient to
cover any shortfall in funding of project costs.
• Risks relating to construction activity at properties, including shortages of materials and other
construction inputs (including, among others, cement, steel, energy and other utilities), the imposition
of liens on materials, defects in materials or poor workmanship of third-party contractors.
• Potential title or other defects in acquired land plots, including latent defects that may not be revealed
until many years after a property is developed and legal proceedings relating thereto.
• Potential delays in obtaining, or failure to obtain, all necessary land use, environmental, building,
occupancy and other required governmental permits and authorisations, including investment
contracts with local and regional authorities.
• Fluctuation in occupancy rates and rents at newly completed properties due to a number of factors,
including market and economic conditions.
• Potential liabilities and proceedings relating to acquired land, properties or entities owning properties
for which a company may have limited recourse.
• Limited availability of energy and other utilities, adequate transportation and utility infrastructure.
• Obligations relating to the preservation and protection of the environment and the historic and
cultural heritage of Egypt.
• Bankruptcy or insolvency of contractors, suppliers and other counterparties.
• Failure to sell or lease properties within budgeted limits, reducing the profitability of a project.
• Potential liabilities and proceedings relating to materials used, warranties and guarantees given for the
quality of construction work performed subsequent to the date on which the project was transferred to
the customer.
Any adverse change in one or more of these factors could have a material adverse effect on Emaar Misr’s
reputation, business, financial condition, results of operations and prospects.

15
Developers, including Emaar Misr, face legal complexities and uncertainties in obtaining, retaining and enforcing
title to land in Egypt.
Emaar Misr has historically acquired the majority of its land from the Egyptian government and State-
owned enterprises.
Land acquisition from the government typically includes an initial grace period followed by regular interim
payments until the full purchase price has been paid. Pending payment of the full purchase price, the land
is allocated to a developer by the Egyptian government pursuant to a land allocation decree and
preliminary sales contract. Under the preliminary sales contract, the developer agrees to develop the land
in accordance with a development plan, certain project specifications and other conditions specified under
the preliminary sales contract and land allocation decree. The Egyptian government only transfers title to
the land when the developer has completed development in accordance with the foregoing.
A failure by Emaar Misr to comply with the development conditions or other terms of the land allocation
decree and preliminary sales contract could result in the Egyptian government or State-owned companies
reducing the size of the land allocated to Emaar Misr or rescinding the preliminary sales contract. Emaar
Misr, as is the case with other real estate developers in Egypt, is often subject to additional obligations in
the form of administrative fees or development requirements that are imposed arbitrarily by the State or
relevant regulatory authorities beyond those contractual obligations initially stipulated in the preliminary
sales contract or allocation decree, which could result in higher than expected costs for any particular
project.
The process to register title in Egypt is bureaucratic, lengthy and complicated and normally faces
administrative challenges and conflicting governmental decrees or orders that may result in delaying or
suspending the registration of title process. These challenges usually increase with large scale development
projects due to the size of the land. Moreover, due to the complexity of recording historical changes to the
legal status of land in the relevant Egyptian land registries, data in these registries is commonly not
updated upon the purchase or sale of land. Although registration of title in Egypt is not presently required
in order to transfer personal rights or possession rights, it is essential to confer title to land in order to be
enforceable vis-à-vis third parties. As a result of inconsistencies and inaccuracies in the land registration
system, transferring title to either Emaar Misr or the purchasers of residential units in its developments
may be delayed or suspended.
A number of recent court judgments have been passed ordering the State to reverse privatisation
transactions and, in some cases, agreements entered into between the State and private companies or
administrative decisions issued by the State. This resulted in certain cases of renegotiation by the State of
the relevant contracts or administrative decision. However, a new law was passed in 2014 regulating the
right of third parties to challenge contracts signed between the State or State-owned entities and private
persons or entities. This new law restricts the right of third parties to challenge such contracts before the
courts unless corruption has been established by a criminal court judgment. This law has been challenged
as unconstitutional on the basis that it restricts the right to sue. If the Egyptian supreme court upholds the
constitutionality of this law, the risk of reversing privatisation transactions will be reduced. However, if the
Egyptian supreme court finds this law to be unconstitutional, there is no guarantee that the courts will not
accept claims seeking to reverse such privatisation transactions or that the State will not as a result seek to
renegotiate the related contracts.
As of the date of this Offering Memorandum, Emaar Misr is in the process of registering title to the land
on which Project Uptown and Project Marassi are located. Management will seek to register title for
Project Mivida once the last land instalments have been fully paid and will seek to register title for the land
on which Cairo Gate is planned once it has resolved change of ownership approvals, change of object fees
and registration fees with Egyptian authorities. For more information, see ‘‘Material Contracts—Land and
Property Contracts’’ and ‘‘Description of Emaar Misr—Legal Proceedings’’.
These legal complexities and uncertainties regarding the right of Emaar Misr to obtain title to the land
underlying its projects could have a material adverse effect on Emaar Misr’s business, financial condition,
results of operations and prospects.

Construction operations and properties are subject to extensive laws, regulations, standards and licences.
Emaar Misr’s construction operations and properties are subject to regulation by various governmental
entities and agencies in connection with obtaining and renewing various licences, permits, approvals and
authorisations as well as with on-going compliance with existing, amended and new laws, regulations and

16
standards relating to fire and safety requirements, building codes, environmental regulations, land use
restrictions, social housing and property taxes and to certain conditions in place under various land
allocation decrees and preliminary sale contracts. Because of the complexities involved in procuring and
maintaining numerous licences and permits, there can be no assurance that Emaar Misr will at all times be
in compliance with all of the requirements imposed on its properties.
The planning and approval process for new real estate development projects involves uncertainty. For any
project being developed in Egypt, the architectural and detailed project design must be approved by
several administrative bodies within the appropriate government agency. In addition, each project must
receive administrative approvals from various governmental agencies, including the fire, health and safety,
environmental protection and sanitary departments, as well as technical approvals from various utility
providers, including electricity, gas and sewage services. Construction without a valid construction permit is
a violation of law and, currently, the Egyptian government is taking steps to enhance monitoring in this
field. The Egyptian government often attaches, and may in the future attach additional, conditions and
requirements to the award of sales contracts or to the sale and transfer of land or may enact new or amend
existing laws and regulations, which may affect Emaar Misr’s properties. For example, virtually all
developers, including Emaar Misr, advertise projects located on land purchased from the Egyptian New
Urban Communities Authority (‘‘NUCA’’) prior to completion of construction of such projects, which may
not comply with the terms of NUCA decrees allocating such land.
A failure to comply with applicable laws and regulations or to obtain and maintain requisite approvals,
certifications, permits and licences, whether intentional or unintentional, could lead to significant
governmental fines, penalties, injunctions, formal decrees or orders and adverse private damages awards,
and negative publicity. In addition, any adverse publicity resulting from any such non-compliance,
particularly as regards the safety of the leisure and entertainment venues located in Emaar Misr’s
properties, could have a material adverse effect on its business, financial condition, results of operations
and prospects.

Emaar Misr operates in a highly competitive environment and competition may intensify in the local market.
The real estate industry and the retail real estate market in Egypt are highly competitive. Emaar Misr faces
intense competition from other developers and operators of residential, retail, commercial and hospitality
properties in Egypt, many of whom own properties similar to and located near Emaar Misr’s properties. In
addition, Emaar Misr’s projects may face increased competition due to the movement of tenants to new
satellite cities, such as Egypt’s planned new Capital City, where Emaar Misr may not be as successful as
other developers in acquiring attractive locations on favourable terms or at all. Some of Emaar Misr’s
competitors are well capitalised and have significant financial, marketing and other resources that may be
greater than Emaar Misr’s. Some also have larger land banks and a longer track record, as Emaar Misr is a
relatively new entrant into Egypt and is the only non-domestic developer among the major real estate
developers in Egypt.
Competition among property developers and retail operators may result in increased costs for the
acquisition of land for development, increased costs for raw materials, shortages of skilled contractors,
oversupply of properties and/or saturation of certain market segments, reduced rental rates for commercial
use or discounted stay rates for hospitality accommodations, decrease in property prices, a slowdown in the
rate at which new property developments will be approved and/or reviewed by the relevant government
authorities and an increase in administrative costs for hiring or retaining qualified personnel, any of which
may adversely affect Emaar Misr’s business, financial condition, results of operations and prospects.
Furthermore, property developers or retail operators that are better capitalised than Emaar Misr may be
more competitive in acquiring land through the auction process. Emaar Misr may lose existing or potential
customers and tenants and may be pressured to reduce sales prices or stay and rental rates or to offer other
incentives, including rent abatements, early termination rights, below-market renewal, additional amenities
and expanded hospitality services. New entrants into the Egyptian real estate development market or the
retail market, including non-Egyptian entrants, may be successful in acquiring prime real estate and may
vigorously compete with Emaar Misr in developing properties in Egypt. If Emaar Misr fails to respond to
changes in market conditions as promptly and effectively as its competitors, any of these factors could have
a material adverse effect on Emaar Misr’s business, financial condition, results of operations and
prospects.

17
Emaar Misr’s future rental revenues will depend upon its ability to successfully implement its business strategy to
find tenants for its investment properties.
Historically, Emaar Misr’s business activity has been focused on real estate development in Egypt and its
revenues have been almost entirely derived from the sale of residential properties developed by it. As part
of its strategy, going forward Emaar Misr intends to diversify its revenue streams through the retention of
investment properties. These will primarily consist of retail properties as well as office and hospitality
properties and will largely be located in Emaar Misr’s landmark developments in its fully-integrated
master-planned lifestyle communities. The total GLA of retail properties across all projects is expected to
be more than 250,000 square metres. The total GLA of office properties across all projects is expected to
be more than 150,000 square metres. The total number of hotels across all projects is expected to be 15
with approximately 4,000 hotel room keys (including serviced and branded apartments).
Emaar Misr’s ability to successfully implement this strategy is subject to a variety of factors, many of which
are beyond its control. Emaar Misr’s business strategy is based on certain assumptions, including an
anticipated increase in demand for high-quality retail and office space in Cairo reflecting an improving
economic environment and greater corporate confidence. If the assumptions regarding these trends prove
to be incorrect or the overall Egyptian economy worsens or does not recover in the future, Emaar Misr
may not successfully implement this strategy and may fail to collect anticipated rental and operating
revenues from those investment properties. For example, there can be no assurance that Emaar Misr will
be able to find suitable tenants, including anchor tenants and major retail groups, under the terms and
conditions it seeks, that it will be able to maintain satisfactory relationships with its tenants or that it will be
able to secure adequate occupancy rates at its properties on favourable terms or at all. Furthermore,
Emaar Misr’s results of operations and cash flows will be dependent on the tenants’ liquidity and financial
condition and their ability to meet financial obligations under their leases. The ability of the tenants to
operate their businesses and fulfil their obligations under the leases will depend, in part, upon the overall
profitability of their operations, which could be adversely impacted by a number of factors, many of which
will be beyond their control, including:
• A downturn in global, national or regional, political, social and economic conditions which may
generally affect consumer behaviour or tenants’ ability to pay rental rates.
• A change in the purchasing habits of consumers in the region surrounding a development or from
tourists visiting the region.
• A shift to a preference for online shopping.
• A change in market conditions such as an oversupply of retail or commercial space, including
available space for sublease or construction.
• An increase in competition from other properties.
• A change in laws, regulations or controls affecting rental rates, prices of goods, interest rates and fuel
or energy consumption.
In order to retain tenants and attract new tenants, Emaar Misr may also be required to offer rent
concessions, lease incentives and other terms in its lease contracts that make such leases less favourable. In
addition, anchor tenants and large retail groups often have significant bargaining power when negotiating
rent and other lease terms. Emaar Misr may not be successful in maintaining or increasing occupancy rates
or successfully negotiating favourable terms and conditions in its leases. In addition, Emaar Misr may incur
costs in enforcing rights under the lease of a defaulting tenant, including eviction and re-leasing costs.
Furthermore, if the tenants decide not to renew their leases upon expiration, Emaar Misr may not be able
to re-let their space on terms as favourable as those contained in the previous lease, if at all. If tenants do
not renew their leases, Emaar Misr may need to expend significant time and money in attracting
replacement tenants. Any of the foregoing factors may reduce Emaar Misr’s cash flow and have a material
adverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

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

18
beyond Emaar Misr’s control, could adversely affect the economic performance and value of Emaar Misr’s
hotels in the future. Such factors include, among others:
• Dependence on levels of business, commercial and leisure travellers and tourism in Egypt.
• Dependence on group and meeting/conference business.
• The impact of acts of war or increased tensions between certain countries, increased terrorism threats,
terrorist events, impediments to means of transportation (including airline strikes, road closures and
border closures), extreme weather conditions, natural disasters, outbreaks of diseases and health
concerns, rising fuel costs or other factors that may affect travel patterns and reduce the number of
business and leisure travellers;
• Adverse effects of international market conditions, which may diminish the demand for first class and
luxury leisure travel or the need for business travel, as well as national, regional and local political,
economic and market conditions where Emaar Misr’s hotels and resorts operate and where its
customers live;
• Increases in operating costs due to inflation, labour costs, utility costs (including energy costs),
increased taxes and insurance costs, as well as unanticipated costs such as acts of nature and their
consequences and other factors that may not be offset by increased room rates;
• Seasonality, in that hotels and resorts located in Egypt may operate at reduced levels of revenue
during varying seasons;
• Changes in interest rates and in the availability, cost and terms of debt financing;
• Changes in governmental laws and regulations (including trade restrictions), fiscal policies and zoning
ordinances and the related costs of compliance; and
• Risks relating to project delays due to defaults by customers on post-dated cheques delivered at the
time of serviced apartment purchases in the event that Emaar Misr is not then able to vacate the units
(if already delivered) and re-sell such serviced apartments and Emaar Misr’s credit facilities are
unavailable or insufficient to cover any shortfall in funding of project costs.
These factors could have a material adverse effect on Emaar Misr’s business, results of operations,
financial conditions and prospects.

Emaar Misr has relied in the past, and will continue to rely, on third parties to design, complete and manage its
projects.
Emaar Misr relies on third parties, including designers, planners, consultants, managers and contractors, at
all stages of the project development life cycle. In particular, Emaar Misr does not maintain an in-house
construction team and relies on third-party contractors to undertake all construction works. In addition,
Emaar Misr intends to outsource some services relating to the retail, commercial and hospitality properties
to third-party contractors, including housekeeping, general building maintenance, pest control, lift and
elevator maintenance, fire and smoke detection, curtain system and fire-fighting management, and security
service and waste management.
The third-party contractors providing these services must be appropriately skilled and knowledgeable to
provide a high-quality service and may require licences or permits to carry out these services. In particular,
a failure of building contractors to construct development projects on schedule or a failure of suppliers to
deliver defect-free construction materials could delay completion of projects or negatively affect the
quality of those projects. If Emaar Misr’s relationship with a contractor deteriorates, or if a contractor
becomes insolvent or is otherwise unable to satisfy its contractual obligations, Emaar Misr would have to
appoint new contractors. There can be no assurance that a successor contractor could be found with the
requisite skills, knowledge, approvals, licences, resources and willingness to perform the services for a
commercially reasonable fee or at all. If this occurs, Emaar Misr’s business, results of operations, financial
conditions and prospects could be materially adversely affected.

19
Emaar Misr’s future cash flows and revenue will be influenced by the schedule of launches, pre-sale, sale and
delivery of residential properties which may fluctuate over time.
Historically, substantially all of Emaar Misr’s revenue has been derived from the sale and delivery of
residential properties. The properties are developed in multiple phases over several years and the sale of
properties typically starts a few years ahead of the delivery date and is not concurrent with the completion
of construction works. See ‘‘Description of Emaar Misr—Project Life Cycle—Sales and Leasing Terms and
Financing Arrangements’’. Although the delivery of residential units at all three projects under development
has already started, the expected construction completion dates are 2021 for Project Mivida, 2024 for
Project Marassi and 2026 for Project Uptown Cairo. As a result, Emaar Misr’s future cash flows and
revenue will be influenced by the schedule of launches, pre-sale, sale and delivery of Emaar Misr’s
residential properties. However, actual sales and revenue may vary due to various factors, including the
political, social and economic conditions, general market conditions, competition, the level of acceptance
of the properties by the customers, the timing of pre-sales and sales and Emaar Misr’s revenue recognition
policies.
According to Emaar Misr’s revenue recognition policy, revenue from sales of residential properties is
recognised at the time of delivery of the property to the purchaser. Since pre-sales of residential properties
are not concurrent with the completion of construction works, Emaar Misr’s revenue and GFA sales may
not be recognised in the same period. Consequently, Emaar Misr’s financial results of operations for a
given period may be neither indicative of the actual demand for its properties nor the total sales it achieved
during such period.

Emaar Misr is dependent upon its Board of Directors, senior management team and certain key employees.
Emaar Misr’s business model and the execution of its business strategy is dependent upon the efforts,
skills, reputation and business contacts of the members of its Board of Directors, senior management team
and other key employees, the information and deal flow they and others generate during the normal course
of their activities and the synergies among the diverse fields of expertise and knowledge held by its
professionals. These individuals are not obligated to remain employed with Emaar Misr. The loss of the
services of any of the senior executives or key employees could delay or prevent Emaar Misr from
executing its business strategy. In addition, Emaar Misr does not maintain key employee life insurance
policies on its key employees. As a result, Emaar Misr may not be able to cover the financial loss it may
incur in losing the services of any members of the Board of Directors or senior management. Furthermore,
the Managing Director also serves as the chief executive officer of Emaar Saudi Arabia and Emaar Syria,
as discussed in ‘‘Certain Relationships and Related Party Transactions—Cross Charges’’, and may face
conflicting demands on his time as Emaar Misr’s business grows.
Emaar Misr’s future business will also depend, in part, on its ability to retain, hire, motivate and develop
key personnel with relevant technical and industry expertise. Experienced technical, marketing and support
personnel in the real estate development industry are in high demand and competition for their talent is
intense. To attract and retain key personnel, Emaar Misr must ensure that all members of its staff are
sufficiently compensated, trained and integrated into its business. If Emaar Misr is unsuccessful in its
recruiting efforts or if it is unable to train, integrate or retain new and existing key personnel, it may be
unable to operate at current levels or grow its business. The loss of any of these key personnel may
materially adversely affect Emaar Misr’s business, financial condition, results of operations and prospects.

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


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

20
Rapid growth and expansion may strain Emaar Misr’s managerial, financial and operational control systems.
The rapid development and establishment of Emaar Misr’s projects may raise unanticipated operational or
control risks going forward. Emaar Misr has experienced substantial growth since 2005 and Management
believes that its business will continue to grow at a relatively rapid rate for the foreseeable future.
As of the date of this Offering Memorandum, Emaar Misr has three projects under development in
addition to a parcel of undeveloped land at Cairo Gate. The projects are developed in multiple phases over
several years and the sale of properties typically starts a few years ahead of the delivery date and is not
concurrent with the completion of construction works. The expected construction completion dates are
2021 for Project Mivida, 2024 for Project Marassi and 2026 for Project Uptown Cairo. See ‘‘Description of
Emaar Misr—Description of Projects’’. As a result, Emaar Misr will have to react and adapt to potentially
changing market demands as well as to potential changes in the Egyptian political, social and economic
climate during the periods over which these projects are developed. Succesful management of the growth
necessary to effectively execute these projects will require, among other things:
• development of financial and management controls and information technology systems and their
implementation in newly established or acquired assets;
• development of best practices and policies;
• development of logistical operations and supply chain management; and
• strong marketing activities.
Moreover, Emaar Misr has historically operated as a privately owned company. The operating complexities
of its business and the responsibilities of its Management have increased. As Emaar Misr expands its
operations and seeks additional growth opportunities, its internal controls will need to be adapted to allow
Emaar Misr to respond to the growing demands of its business. Although Emaar Misr currently has an
internal structure designed to deal with the complexities of its business and operations, it will need to
continue improving its financial controls and procedures to keep pace with its growth, to maintain robust
coordination between its business segments and personnel, and, as growth dictates, to hire additional
qualified personnel. Effective internal controls are necessary for Emaar Misr to produce reliable financial
reports and are important to help prevent fraud. As a result, if Emaar Misr fails to achieve and maintain
effective internal controls over financial reporting as its business grows, it could result in the loss of
investor confidence in the reliability of its financial statements.
Should Emaar Misr be unable to successfully manage the impact of rapid growth on its managerial,
financial and operational resources and control systems, this could have a material adverse effect on its
business, financial condition, results of operations and prospects.

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

Property valuation is inherently subjective and uncertain.


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

21
DTZ, an independent real estate appraiser, has valued certain of Emaar Misr’s properties and projects
using certain methodologies and assumptions. While Emaar Misr believes that the methodologies and
assumptions used by DTZ are reasonable and that there has been no material change to the aggregate
market value of its properties, the assumptions used may not be accurate. Accordingly, valuations based on
inaccurate assumptions may negatively affect the valuation of Emaar Misr’s properties. Moreover, the use
of different methodologies and assumptions would likely produce different valuation results. The valuation
report of DTZ included in this Offering Memorandum estimates the market value of Emaar Misr’s
projects as of 31 December 2014. However, since market movements after the date of any such valuations
and over the longer term may cause significant fluctuations in the value of the real estate, there can be no
assurance that a valuation report dated any other date would not produce different valuation results.
Details of the valuation methodologies used and the assumptions made by DTZ are described in Annex A
titled ‘‘Valuation Report’’ in this Offering Memorandum. Valuation methodologies and assumptions used,
which may result in valuations different from the market value of Emaar Misr’s properties, include (but are
not limited to) assumptions regarding the discount rates, market selling prices per square metre, exit
multiples, development timetable and phasing for each project, land, infrastructure and construction costs,
selling prices and cost escalation, rental prices and inflation thereof, costs of borrowing and taxation,
alongside assumptions on the condition of the properties, environmental matters, planning, title deeds and
other information. Therefore, the market values ascribed to the properties should not be taken as an
indication of the proceeds that Emaar Misr could achieve following the sale of any of its properties. To the
extent that valuations of Emaar Misr’s properties do not accurately reflect their market value, due to the
factors listed above and/or any other factors, this may have a material adverse effect on Emaar Misr’s
business, financial condition, results of operations and prospects.

There can be no assurance that any targets, including Emaar Misr’s target levered project investment rates of
return, will be achieved.
Emaar Misr’s target levered project investment rates of return set out in this Offering Memorandum are
targets only (and for the avoidance of doubt are not profit forecasts). The target levered project investment
rates of return are intended primarily as a basis for recommending investments to the Board of Directors.
These targets reflect subjective judgments in many respects and thus are susceptible to multiple
interpretations and periodic revisions based on actual experience and business, economic, regulatory,
financial and other developments. There can be no assurance that such targets will be met or that Emaar
Misr will achieve or successfully implement its investment strategy. The actual results achieved by Emaar
Misr and its investments may vary from these targets, and these variations may be material and are subject
to risks and uncertainties described elsewhere in this Offering Memorandum.
Prospective investors should note that Emaar Misr’s target levered project investment rates of return are
target returns for Emaar Misr’s investments and not for Emaar Misr itself or for any investment in the
Institutional Offering Shares. Prospective investors should not place undue reliance on such target rates in
deciding whether to invest in the Institutional Offering Shares.

Emaar Misr’s insurance coverage may be inadequate to cover all potential losses it could suffer.
All of Emaar Misr’s current operations are conducted, and its assets are located, in Egypt, and accordingly
may be subject to higher political, social, economic and market risks when compared to similar operations
in countries in the European Union, the United States and other parts of the world. See ‘‘—Risks Relating
to Egypt and the MENA Region’’. While Emaar Misr maintains comprehensive coverage for general
liability, property, business interruption and other risks with respect to its properties and while its policies
offer features and limits which Management considers customary, no assurance can be given that coverage
will be available at reasonable rates.
Moreover, various types of catastrophic losses, like earthquakes, hurricanes, floods, nationalisations or
certain types of terrorism, may not be insurable or may not be economically insurable. Even when
insurable, these policies may have high deductibles, high premiums or may be deemed to fall outside of
coverage. In the event of a substantial loss, Emaar Misr’s insurance coverage may not be sufficient to cover
the full current market value or replacement cost of its lost investment. Should an uninsured loss or a loss
in excess of insured limits occur, Emaar Misr could lose all or a portion of the capital it has invested in one
of its projects as well as some anticipated future revenues. In that event, contractual obligations relating to
the project may remain. Inflation, changes in building codes and ordinances, environmental considerations
and other factors might also prevent Emaar Misr from using insurance proceeds to replace or renovate a
property after it has been damaged or destroyed.

22
Emaar Misr may also face an insurance provider which challenges Management’s belief that a certain
claim is covered by an insurance policy. Under these circumstances, the insurance proceeds may be
inadequate to restore the former economic position on the damaged or destroyed property, which could
have a material adverse effect on Emaar Misr. Accordingly, any of these factors may have a material
adverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

Insufficient local infrastructure and utilities may result in delays in the completion of projects.
The timely construction, completion and sustained viability of Emaar Misr’s projects is dependent upon
and may be adversely impacted by insufficient levels of local infrastructure and utilities. Along with
increased development and growth of the Egyptian real estate market and overall economy, the existing
infrastructure and utilities may experience excessive demand. The establishment of new communities and
commercial projects, such as those in development by Emaar Misr, may require the expansion of water,
electricity and sanitation networks into new geographic areas. Similarly, the construction of new
developments requires road and transportation networks with sufficient capacity to handle the transit of
construction inputs. If the existing infrastructure and utilities are inadequate or non-existent, this may
result in delays in the completion of a project or may result in a completed project not achieving its
expected potential.
While Emaar Misr develops and constructs local infrastructure and utilities in its projects, the existing
public infrastructure to which it connects is beyond Emaar Misr’s control. Consequently, no assurance can
be given that improvements to or the establishment of infrastructure in and around Emaar Misr’s projects
will occur prior to completion of the projects, that any such improvement will be sufficient to support the
completed projects or that the infrastructure will be maintained to an appropriate standard. If the required
utilities and infrastructure are not developed or improved, Emaar Misr’s ability to develop and the
commercial viability of its completed projects could be negatively impacted, which may have a material
adverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

Emaar Misr is part of the Emaar Group and has in the past engaged in, and will continue to rely on, related party
transactions with members of the Emaar Group.
Emaar Misr has entered into and may continue to enter into transactions with certain members and
affiliates of the Emaar Group, including the Emaar Hospitality Group, the Emaar Retail Group, the
Emaar Malls Group, Emaar Saudi Arabia, Emaar Syria and Turner among others. Some of these
transactions are important for Emaar Misr’s development plans and business strategy, in particular the
development of Emaar Misr’s retail, commercial and hospitality segments.
Transactions entered into with related parties have in the past been entered into on an arm’s-length basis
pursuant to market terms. However, there can be no assurance that Emaar Misr will be able to enter into
transactions on market terms with its related parties in the future, particularly in circumstances where no
unrelated third parties are able to offer comparable services. In the event such related party transactions
shift excessive benefits to Emaar Misr’s related parties, the transactions Emaar Misr enters into could have
a material adverse effect on its business, financial conditions, results of operations and prospects. For
further details relating to Emaar Misr’s transactions with certain members and affiliates of the Emaar
Group, see ‘‘Certain Relationships and Related Party Transactions’’.

The Principal Shareholder may take actions that are not in line with, or may conflict with, its public shareholders’
best interests.
Emaar Misr is currently a wholly-owned subsidiary of the Principal Shareholder. Upon completion of the
Combined Offering and assuming all Public Offering Shares are offered and sold in the Egyptian Public
Offering, the Principal Shareholder will hold 87.01% of Emaar Misr’s Ordinary Shares and voting rights,
giving it the ability to designate a majority of the members of the Board of Directors and, as such, the
ability to control Emaar Misr’s business direction and strategy. For further details relating to Emaar Misr’s
transactions with certain affiliates and members of the Principal Shareholder and the Emaar Group prior
to and after the Combined Offering, see ‘‘Certain Relationships and Related Party Transactions’’. The
interests of the Principal Shareholder may differ from Emaar Misr’s interests or those of other
shareholders of Emaar Misr. For example, the Principal Shareholder may pursue transactions that, in its
judgment, could enhance its equity investment, even though the transaction may involve risks to the other
shareholders. Moreover, the Principal Shareholder and Emaar Misr may compete in the real estate
market. There can be no assurance that the interests of the Principal Shareholder will coincide with the

23
interests of the other shareholders or that the Principal Shareholder will act in a manner that is in Emaar
Misr’s best interests.

Emaar Misr is subject to extensive environmental regulation, which creates uncertainty regarding future
environmental expenditures and liabilities.
Environmental laws and regulations in Egypt have evolved over time and are continuing to evolve. An
owner or occupier of Egyptian real estate must investigate and clean up hazardous or toxic substances or
petroleum products released at or affecting such real estate. Even if more than one person may have been
responsible for the contamination of the land, each person covered by the environmental laws may be held
jointly and severally responsible for all of the clean-up costs incurred. In addition, third parties or the
owners of neighbouring properties may sue the owner or occupier of a site for damages and costs resulting
from environmental contamination emanating from that site. As Emaar Misr’s real estate business grows
and expands and, as Egyptian environmental laws continue to evolve, Emaar Misr may face increased risks
relating to environmental contamination and protection in the future.
Under Egyptian law, environmental liabilities that occurred while land was owned by the State, that is,
prior to the execution of a preliminary sales contract, remain the responsibility of the State. However,
there can be no assurance that the law will not change or that it will prove possible to delineate and
allocate responsibility for environmental contamination to the periods before and after the dates of land
allocation contracts. If Emaar Misr were to be found liable for any environmental contamination that
occurred prior to the land being allocated to it, the allocation of responsibility for such contamination may
be costly and time-consuming and, accordingly, Emaar Misr’s business, financial condition, results of
operations and prospects could be adversely affected.

Emaar Misr and certain of its executives and directors are and may continue to be party to civil and criminal legal
proceedings, the outcome of which is uncertain.
Emaar Misr and certain of its executives and directors are currently party to a number of legal and
arbitration proceedings in the ordinary course of business, including in relation to the title to land. In
addition, pursuant to Egyptian law, criminal proceedings may be initiated directly by an individual plaintiff
(without any prosecutorial investigation) in connection with certain types of misdemeanours for which the
law permits settlement or conciliation pursuant to the Egyptian Code of Criminal Procedures. Emaar
Misr’s Chairman and Managing Director, as legal representatives of Emaar Misr, have been and may
continue to be subject to such criminal proceedings. For a description of such proceedings, see ‘‘Description
of Emaar Misr—Legal Proceedings’’. In the future, Emaar Misr and certain of its executives and directors
may become involved in litigation or other proceedings.
Court proceedings and judicial decisions in Egypt are not always predictable. If any proceedings are
resolved adversely against Emaar Misr or such executives or directors, such litigation or proceedings may
significantly harm Emaar Misr’s future results of operations or financial condition due to the imposition of
penalties or other damages which may not be covered by insurance, and may result in criminal convictions
of certain of its executives, which would have a material adverse impact on Emaar Misr’s reputation,
results of operations and ability to execute its business plan.

Emaar Misr requires significant capital investments in connection with its current development projects and may be
required to make further capital investments in the future; there is no guarantee that Emaar Misr will be able to
secure such funding at favourable terms or at all.
Emaar Misr’s strategy contemplates significant capital investments in a relatively short period of time and
it expects to make significant capital investments in the near future in its existing projects. Emaar Misr
intends to use the net proceeds from the Combined Offering, together with its existing cash resources,
principally to further the development of the non-residential areas of its projects under development,
including primarily Emaar Square in Project Uptown Cairo, the marina and hotels in Project Marassi and
the downtown area in Project Mivida (comprising both retail and office space). Emaar Misr also intends to
use a part of the net proceeds from the Combined Offering to fund pre-launch expenditures and costs in
relation to the development of Cairo Gate as well as selectively growing its land bank through the potential
acquisition of select land plots that meet the investment criteria of Emaar Misr. See ‘‘Use of Proceeds’’ and
‘‘Description of Emaar Misr—Description of Projects’’.
In the future, while Emaar Misr expects to be in a position to finance its capital investment requirements
from operating cash flows and existing or new debt facilities, it may consider other means of financing its

24
future plans, such as by further accessing the capital markets or incurring additional debt. However, there
can be no guarantee that Emaar Misr will be able to generate sufficient cash flows to fund capital
investments for existing and future development projects. In addition, Emaar Misr may also face
difficulties in obtaining debt financing, refinancing existing debt or raising capital from the capital markets
due to reasons beyond its control, such as general political, social and economic conditions or due to
covenants under existing or future financing agreements. Should Emaar Misr be able to obtain and use a
higher amount of debt financing for future developments than it has historically required, the risks
normally associated with debt financing, such as fluctuations in interest rates and increased interest
expense, may affect Emaar Misr’s business, financial condition, results of operations and prospects.
Emaar Misr’s failure to generate sufficient cash flows or to obtain the capital required to finance
investments in, or other liquidity requirements of, its existing development projects or its future growth
plans could have an adverse effect on its business, financial condition, results of operations and prospects.

Risks Relating to Egypt and the MENA Region


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

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


Egypt has been subject to political upheavals and multiple changes of government in recent years. Political
unrest in Egypt led to demonstrations and protests in Egypt’s principal cities, leading to the January 2011
revolution which resulted in the resignation of President Hosni Mubarak. Presidential elections were held
in June 2012, resulting in the election of Mohammed Morsi. In July 2013, in the face of popular
demonstrations against the government, the Egyptian armed forces deposed President Morsi and his
government and installed an interim government, pending new elections. The subsequent months were
characterised by widespread civil unrest and violent clashes between supporters of the deposed president
and the new interim government. In January 2014, a new constitution was overwhelmingly approved in a
referendum. Presidential elections were held in May 2014 and Abdel Fattah Al-Sisi was sworn in as
President of Egypt on 8 June 2014. In light of the sustained political uncertainty and instability, including
the adoption of two constitutions, business activity in Egypt has been negatively affected.
The current government is likely to continue to face socio-economic challenges and risks of instability that
often accompany political transition. These challenges, together with the incidents of social and political
unrest and violence in Egypt, have historically had a significant adverse effect on the Egyptian economy.
Furthermore, there is limited visibility as to the timing of new parliamentary elections, which are required
under the new constitution and form a part of the political transition plan. New parliamentary elections
may lead to the formation of a new government. The political make-up of the new government and its
priorities and policies are unknown.
Egypt’s economic challenges, including in particular low growth rates, high unemployment and high
inflation, place considerable burdens on the population. While the current government has been
implementing economic reforms aiming to increase foreign investment, drive economic growth and tackle
high unemployment, there can be no assurance that these reforms will be successful or that they will be
sufficient to improve the quality of life of Egyptians. Any failure by the government to adequately address
Egypt’s challenges may result in political and social instability.
There can be no assurance that further incidents of political or social instability, protests or violence in
Egypt will not directly or indirectly affect Egypt and its economy, which, in turn, could have a material
adverse effect on Emaar Misr’s business, financial condition, results of operations and prospects.

25
Egypt faces significant economic challenges.
The significant political instability and subsequent transition beginning in January 2011 and, to a lesser
extent, the recent global economic crisis, have had material negative consequences for the Egyptian
economy. Egypt’s real GDP growth has slowed from 5.1% in 2009-2010 to 1.8% in 2010-2011, 2.2% in
2011-2012, 2.1% in 2012-2013 and 2.2% in 2013-2014 (source: Economist Intelligence Unit, February
2015). Total net foreign direct investment has decreased by 69% from the fiscal year ending in June 2008 to
the fiscal year ending in June 2013, with a significant part of that decline occurring since 2011. Inflation, as
measured by the Egyptian consumer price index, decreased from 11.8% in 2009 to 9.5% in 2013, inflation
was expected to reach 10.1% in 2014 (source: Economist Intelligence Unit, February 2015). Moreover, the
Egyptian economy is subject to the risk of increasing inflation due to the devaluation of the Egyptian
pound and any recovery in GDP growth rates as the economic reforms begin to be implemented. Although
price stability is at the centre of the Central Bank of Egypt’s monetary policy, there can be no assurance
that the Central Bank of Egypt will be able to achieve or maintain price stability and thus control inflation.
Egypt’s budget deficit has increased from 6.9% of GDP in 2009 to 10.8% of GDP in 2012 and 13.7% of
GDP in 2013, but subsequently declined slightly to reach 12.8% of GDP in 2014. Egyptian public debt has
also increased from 72.5% of GDP in 2009 to 89.3% of GDP in 2014 (source: Central Bank of Egypt). The
stabilisation and slight decrease in the budget deficit has resulted in large part due to lower energy
subsidies and substantial grants and other budgetary support from Gulf Cooperation Council member
states.
Net international reserves of the Central Bank of Egypt decreased by 52.3% since 30 June 2009 to
$14.9 billion as of 30 June 2013. In the absence of robust tourism revenue, Egypt’s net international
reserves have been heavily supported by supplies of energy on concessionary terms and new deposits with
the CBE, in each case, by Gulf Cooperation Council member states. In January 2014, the Egyptian
Minister for Tourism announced that Egypt’s revenue from tourism increased by 124.7% from June 2014
to September 2014 compared to the same period in 2013 and by 102.8% from October 2014 to December
2014 compared to the same period in 2013 (source: Ministry of Tourism).
There can be no assurance that Egypt will not continue to experience further economic difficulties or that
it will be able to adequately address these difficulties and stabilise or improve the macroeconomic
environment. In particular, any failure to address Egypt’s fiscal and current account deficits may lead to an
unsustainable macroeconomic environment and precipitate a fiscal or balance of payments crisis. There
can be no assurance that Egypt will continue to benefit from fiscal or foreign exchange support from the
member states of the Gulf Cooperation Council. Any reduction or cessation of such support could lead to
a significant deterioration of the macroeconomic environment. Any deterioration of such conditions may
have a material adverse effect on Emaar Misr’s business, financial condition, results of operations and
prospects.

Egypt has experienced and continues to experience terrorist events and occasional civil disorder.
Egypt has experienced and continues to experience terrorist attacks and occasional civil disorder. Terrorist
attacks have largely targeted security and military personnel, tourists, religious minorities, local offices of
foreign companies and political figures across the country. The terrorist campaign in Sinai by an affiliate of
the Islamic State has been particularly deadly since 2011 and has claimed the lives of hundreds of
Egyptians, including security and military personnel, as well disrupted exports of natural gas by pipelines.
Similarly, Libya has experienced severe political instability and the country has descended into civil war
with lawlessness allowing another affiliate of the Islamic State to establish a base, with serious implications
for Egypt, including violence against Egyptians in Libya and cross-border military strikes by the Egyptian
armed forces. More recently, cities in Egypt’s Nile valley and delta (including Cairo) have witnessed
incidents involving improvised explosive devices, although material and human losses from these incidents
have, to date, been largely limited. There can be no assurance that extremists or terrorist groups in the
region will not escalate or continue these violent activities in Egypt, or expand their operations to include
more targets.
Since 2011, Egypt has also witnessed periods of civil disorder such as demonstrations, protests and sit-ins.
Recent examples include demonstrations by banned political groups, football-related violence and sit-ins
by opposition parties. Many of these events have resulted in violence and, in many cases, loss of life. Any
continuation or escalation of these events may discourage tourists from visiting Egypt and deter
investments in Egypt, which would lead to a deterioration of the macroeconomic climate, a further strain
on net international reserves and, in turn, a worsening of the political and social environment. The effects

26
of any such terrorist activities and security concerns could have a material adverse effect on Emaar Misr’s
business, financial condition, results of operations and prospects as well as investor confidence in investing
in Egypt.

The Egyptian legal system and new legislation can create an uncertain environment for investment and business
activity.
The Egyptian legal system is still developing the framework to support a market economy. As a result, this
creates uncertainties, which may not exist in countries with more developed market economies, with
respect to the legal and business decisions that real estate companies make. The evolution of Egypt’s legal
system, particularly with respect to tax laws during the current transitional period, may adversely affect
relevant market developments resulting in certain cases of ambiguities, inconsistencies or anomalies in the
law, its implementation and judicial practice. Enforcement of contractual rights through the courts may
also face difficulties and delays. The foregoing may have an adverse effect on Emaar Misr’s ability to
protect certain contractual rights, or to defend itself against certain claims by others, including challenges
by regulatory and governmental authorities in relation to its compliance with applicable laws and
regulations and could have a material adverse effect on its business, financial condition, results of
operations and prospects.

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


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

Official statistics and market data published in Egypt may not be complete or reliable.
Although a number of ministries, agencies and entities of the Egyptian government, including the Egyptian
Ministry of Economic Development, the Central Agency for Public Mobilisation and Statistics and the
Central Bank of Egypt, produce statistics on Egypt and other data on its economy, there can be no
assurance that such information is as accurate or reliable as that compiled in more developed countries.
Management has not independently verified such official statistics or other data, and any discussion of
matters relating to Egypt in this Offering Memorandum is therefore subject to uncertainty due to
questions regarding the completeness and/or reliability of such information. Moreover, the real estate
market in Egypt is characterised by a limited amount of publicly available data and independent research
compared to, for example, Western Europe. As a result, it may be difficult to assess the market value of
real estate assets in Egypt and to analyse market trends and conditions over time or at all. This restricts the
ability to forecast market prices, property-related costs and property values.

Emerging markets, such as Egypt, are generally subject to greater risks than more developed markets.
Investing in securities involving emerging market countries generally involves a higher degree of risk than
investments in securities of issuers from more developed countries. These higher risks include, but are not
limited to, rapid and significant changes in the political, social and economic environment, changes in
government policy, arbitrary actions of governmental authorities adversely affecting business and trade,
corruption, changes in the relations between countries, lack of consistent law enforcement, higher volatility
in the financial markets, limited liquidity, high rates of inflation, currency fluctuation and country default.
In Egypt, some of these risks have been exacerbated by the events and the challenges that Egypt has faced
over the past few years. Moreover, international investors’ reactions to events occurring in one emerging
market country or region may sometimes demonstrate a ‘‘contagion’’ effect, in which an entire region or
class of investment is disfavoured by such investors. If such a ‘‘contagion’’ effect occurs, Egypt could be
adversely affected by negative developments in other countries in the region. Any of the above risks could

27
have a material adverse effect on Emaar Misr’s business, financial condition, results of operations and
prospects.

Disclosure obligations, financial controls and corporate governance requirements and protections for minority
shareholders or investors in publicly traded companies in Egypt may be less extensive than those of jurisdictions
with more established securities markets.
There is generally less information available about Emaar Misr and other Egyptian companies than is
regularly available for listed companies in the United States, the United Kingdom or certain other
jurisdictions, particularly those with more established securities markets. Regulations concerning reporting
requirements and auditing standards for Egyptian companies may not afford the same degree of investor
protection as is available in the United States or European markets.
In recent years, the corporate governance and accounting, financial and other disclosure standards
applicable to Egyptian companies and publicly listed companies in particular, have been subject to
significant amendments including most recently, the amendment and restatement of the EGX Listing
Rules as of 1 February 2014. The corporate affairs of Emaar Misr are governed by the Egyptian
Companies Law, the Egyptian Investment Law, the Capital Market Law, the EGX Listing Rules, the
statutes of Emaar Misr and other laws governing companies incorporated in Egypt. The rights of
shareholders of Emaar Misr and the responsibilities of members of the Board of Directors under Egyptian
law are different in certain respects from those applicable to corporations organised in the United States,
the United Kingdom and other jurisdictions. In particular, Egyptian law significantly limits the
circumstances under which shareholders of an Egyptian company may bring shareholder derivative actions.
Regulations governing the Egyptian securities market are not as extensive as those in the United States,
the United Kingdom and major securities markets in other jurisdictions. In addition, although Egyptian
law imposes restrictions and penalties on insider trading and share price manipulation, the Egyptian
securities market is not as highly regulated or supervised as more established securities markets such as
those in the United States and certain Western European countries. Moreover, many provisions of Egypt’s
securities laws have not yet received judicial or regulatory interpretation or review and are therefore less
developed than comparable provisions of laws of certain other countries. For a description of certain
matters relating to ownership of Ordinary Shares, see ‘‘Description of Share Capital and Applicable Egyptian
Law’’ below.

Risks Relating to the Shares


The EGX is smaller and less liquid than other major exchanges and may be more volatile, which may adversely
affect investors’ ability to trade the Ordinary Shares and the price at which trades may occur.
Currently, there is no public market for the Ordinary Shares and there can be no assurance that an active
trading market for the Ordinary Shares will develop or be sustained after the Combined Offering. The only
trading market for the Ordinary Shares will be the EGX, and the Company has no plans in the near future
to seek a listing on any other stock exchange. The EGX is considerably smaller and consequently less
liquid than more developed securities markets, including, for example, those in the United States or the
United Kingdom. As of 31 March 2015, the total market capitalisation of all the companies listed on the
EGX was approximately EGP 497.8 billion and a disproportionately large percentage of the market
capitalisation and trading volume of the EGX is represented by a small number of listed companies. As of
31 March 2015, the shares of 219 companies were traded on the EGX and the combined market
capitalisation of the 10 companies with the greatest market capitalisations was approximately 50.1% of the
market capitalisation of all companies trading on the EGX. As of 31 March 2015, the combined market
capitalisation of the 10 companies with the greatest market capitalisations on the EGX was approximately
EGP 249.5 billion. The average daily trading value in the shares of the 10 most traded companies on the
EGX was approximately EGP 405.0 million during 2014, which represented approximately 51.3% of the
average daily trading value of all stocks traded on the EGX in 2014, which was EGP 788.9 million.
The EGX is also a volatile market, which is illustrated by EGX30 index figures that have ranged between
3586.6 and 9811.4 from 1 January 2011 to 31 December 2014. Trading on the EGX has traditionally been
characterised by a high degree of short-term speculative trading, which is at least partially attributable to
the relatively underdeveloped institutional investor base and the dominant retail activity in Egypt and the
relatively small size of the retail investor base. Furthermore, trading on the EGX was suspended from
27 January 2011 to 22 March 2011 and there can be no assurance that a suspension will not happen again
in the future. The EGX30 Index’s market capitalisation was EGP 216.0 billion as of 31 March 2015 and

28
EGP 215.2 billion as of 31 December 2014, EGP 155.5 billion as of 31 December 2013 and EGP
117.9 billion as of 31 December 2012, respectively.
The market value of the Ordinary Shares may also be subject to significant fluctuation, which may not
necessarily be related to the Company’s financial performance. The relatively small size and low liquidity
of the EGX in general and the limited public market for the shares in particular may impair the ability of
holders of the Institutional Offering Shares to sell them in the amount and at the price and time the holder
may wish to do so, and may increase the volatility of the price of the Ordinary Shares. Please see ‘‘Securities
Market Information—Egyptian Securities Market’’.
Although the EGX has a book-entry system for trading dematerialised shares, settlement procedures in
Egypt remain less developed and reliable than those in more established securities markets. Accordingly,
while the official settlement period for trades effected on the EGX is up to two business days, settlement
delays and administrative problems do occur.

Sales of substantial numbers of the Ordinary Shares in the public markets following the Combined Offering could
have an adverse effect on the market for, and the prices of, the Ordinary Shares.
Emaar Misr and the Principal Shareholder, which, after completion of the Combined Offering and
assuming all Public Offering Shares are offered and sold in the Egyptian Public Offering, will own 87.01%
of the Ordinary Shares, have agreed that, without the prior written consent of the Managers, they will not
issue (in respect of the Company), offer, pledge, sell, contract to sell or otherwise dispose of any Ordinary
Shares or securities convertible into Ordinary Shares for a period of 180 days from the date of the
Underwriting Agreement, subject to certain exceptions. In accordance with the EGX Listing Rules, the
Principal Shareholder is also subject to a lock-up requirement which requires it to maintain at least 51%
(as measured prior to the Combined Offering) of its Ordinary Shares in Emaar Misr for a period of two
years following the commencement of trading of the Ordinary Shares on the EGX. See ‘‘Plan of
Distribution—Lock-up Arrangements’’.
Despite these lock-up restrictions on the Principal Shareholder and Emaar Misr, sales of substantial
numbers of Ordinary Shares in the public market following the Combined Offering by the Principal
Shareholder or Emaar Misr, or the perception that such sales may occur, could have a material adverse
effect on the market for and the prices of the Ordinary Shares.

The market price of the Ordinary Shares may fluctuate significantly.


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

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

29
Shareholders may have limited recourse against Emaar Misr’s assets and its Board of Directors and members of
management.
Emaar Misr’s presence outside the United States and the United Kingdom may limit the legal recourse of
shareholders against Emaar Misr and its Board of Directors and executive officers. Emaar Misr is
incorporated under the laws of Egypt and all of the members of its Board of Directors and executive
officers reside in the United Arab Emirates or Egypt. All of Emaar Misr’s assets and a substantial portion
of the assets of the members of the Board of Directors and executive officers are located outside the
United States and the United Kingdom, principally in Egypt and the United Arab Emirates. As a result,
investors may not be able to serve process within the United States and the United Kingdom on Emaar
Misr, members of its Board of Directors and executive officers or to enforce United States and United
Kingdom court judgments obtained against Emaar Misr, Board of Directors and executive officers in
jurisdictions outside the United States and the United Kingdom. See ‘‘Enforcement of Arbitral Decisions
and Civil Liabilities’’.

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

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

Egypt’s tax legislation may continue to change.


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

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

30
USE OF PROCEEDS
The net proceeds from the sale of the New Shares in the Combined Offering (assuming all Public Offering
Shares are offered and sold in the Egyptian Public Offering) are expected to amount to approximately
EGP 2,180,000,000 (US$285.6 million), after deducting underwriting commissions, discretionary fees and
expected expenses of approximately EGP 100,000,000 (US$13.1 million) attributed to the Combined
Offering, and assuming no Ordinary Shares are purchased during the Stabilisation Period using the
Stabilisation Fund. All expenses of the Combined Offering will be borne by the Company.
The Company intends to use the net proceeds from the Combined Offering to partially fund existing and
future developments of its projects and selectively expand its land bank. This includes primarily the
following:
• Approximately 70% of the net proceeds raised in the Combined Offering are planned to be used to
fund in part the near-term investment and capital expenditure in relation to the non-residential
components of the Company’s projects under development (including primarily Emaar Square in
Project Uptown Cairo, in addition to Mivida Downtown in Project Mivida and the marina and hotels
in Project Marassi);
• Approximately 15% of the net proceeds are planned to be used to fund the pre-launch expenditures
and costs in relation to the development of Cairo Gate; and
• Approximately 15% of the net proceeds raised in the Combined Offering are planned to be used to
grow the Company’s land bank, through potential acquisitions of select land plots, with a focus solely
on opportunities that are expected to achieve a target levered investment rate of return of 16% and an
achievable minimum gross margin of 25%.
To the extent that the net proceeds are not applied to the above purposes fully or partially, the Company
intends to deposit such amounts into short-term deposits and may re-allocate that funding to other existing
projects or new projects, and will make any related required disclosure.

31
DIVIDEND POLICY
Dividend Policy
The Company may pay dividends only as permitted by law and subject to consideration of its investment
requirements, financial condition, including its level of indebtedness and liquidity requirements, and its
results of operations. See ‘‘—Payment of Dividends and Legal Reserve’’. The Board of Directors expects to
maintain a flexible dividend policy with a view to balance between growth opportunities and availability of
funds for dividend distribution. The Board of Directors currently expects that in the next few years,
reinvestment of cash surpluses in the business might be considered to have a better impact on long-term
shareholder value than their distribution as dividends.
There can be no assurance that any dividends will be paid in the future or as to the level of any such
dividends. Because the year ended 31 December 2013 was the first year in which Emaar Misr made a
profit, there is no meaningful information available to show the Company’s historical dividend policy. The
declaration, amount and payment of dividends is determined, subject to the limitations set forth above, by
an absolute majority vote of the shareholders represented at an ordinary general meeting (‘‘Ordinary
General Meeting’’) of the Company, generally, but not necessarily, on the recommendation of the Board of
Directors. Future dividends will depend on the Company’s results of operations, financial position,
dividends received from its subsidiaries and affiliates, cash requirements, legal reserve and minimum
capital requirements, future prospects and other factors deemed relevant by the Board of Directors and
the shareholders. Currently, the Company does not plan to pay dividends in the near-term but may
consider adopting a dividend policy in the future that would aim to provide investors with a dividend
without compromising the Company’s growth strategy. After the Combined Offering, the Principal
Shareholder will control the outcome of any shareholder vote regarding dividends. See ‘‘Risk Factors—
Risks Relating to Emaar Misr’s Business and Industry—The Principal Shareholder may take actions that are
not in line with, or may conflict with, its public shareholders’ best interests’’.

Payment of Dividends and Legal Reserve


The Company has not paid any dividends since its formation.
The after-tax earnings of the Company, after deducting all general expenses and other expenses in each
fiscal year for the Company, as increased or reduced, as the case may be, by any profit or loss of the
Company carried forward from prior years, is available for distribution in accordance with the
requirements of Egyptian law and the Company’s statutes (the ‘‘Statutes’’), pursuant to a shareholders’
resolution in an Ordinary General Meeting.
1. The Company is required to establish and maintain a legal reserve (the ‘‘Legal Reserve’’) to which an
amount equal to 5% of the after-tax earnings must be allocated each year unless the legal reserve is
equivalent to 50% or more of the issued capital of Emaar Misr. As of 31 March 2015, the balance of the
Company’s Legal Reserve was EGP 21,145,120, representing 0.5% of the Company’s issued share capital
as of such date.
2. After funding the Legal Reserve, if required as described above, the balance of the after-tax earnings
(the ‘‘Distributable Profits’’) may be distributed in the following order of priority:
• The Company is legally required to distribute to its employees an amount equal to a minimum of
10% of the Distributable Profits but not exceeding the aggregate annual salaries of its employees,
to be distributed as recommended by the Board of Directors and approved by the Ordinary
General Meeting.
• An initial profit share of an amount equal to a minimum of 5% of the Distributable Profits to be
distributed to the shareholders, to be calculated on the basis of the paid in percentage of their
Ordinary Shares.
• An amount equal to 10% of the remaining Distributable Profits to be allocated to members of
the Board of Directors as remuneration.
• The balance of the Distributable Profits, if any, may be (i) paid to the shareholders as additional
dividends, (ii) carried forward to the following year as retained earnings upon the proposal of the
Board of Directors or (iii) allocated to an extraordinary depreciation fund to be used as
determined by resolution of the shareholders at an Ordinary General Meeting, on the
recommendation of the Board of Directors.

32
• In all cases, the shareholders may decide at an Ordinary General Meeting to distribute all or part
of the profits disclosed by the periodic financial statements prepared by the Company to be
accompanied by a report from the Company’s auditor.
Payment of dividends is made to the shareholder, based on the shareholders’ ledger or a statement of
account from a registered bookkeeper, if the Ordinary Shares are deposited with the MCDR.
The Statutes provide that dividends are paid annually based on the generated net profits according to the
Company’s financial statements. Subject to the Ordinary General Meeting approval and Egyptian law
requirements, the Company must convene an Ordinary General Meeting no later than three months after
the end of the fiscal year to review the audited financial statements and determine dividends, if any, to be
distributed. Dividends declared by resolution of the shareholders at an Ordinary General Meeting must be
distributed within one month from the date of the Ordinary General Meeting. Dividends are payable to
the shareholders of record whose names are recorded in the shareholders’ ledger, or the MCDR records if
the Company’s Ordinary Shares are deposited with the MCDR.
In kind (bonus shares) dividends paid with respect to the shares are not currently subject to Egyptian
income or withholding taxes under the new amendments of the Egyptian income tax law that was issued in
June 2014. See ‘‘Taxation—Certain Egyptian Tax Considerations’’. The Company does not assume
responsibility for any withholding taxes on dividends.

33
EXCHANGE RATE INFORMATION
The Egyptian pound, the official currency of Egypt, is the functional currency of the Company. As of the
date of this Offering Memorandum, all of the Company’s assets and operations are located in Egypt. The
table below sets forth for the periods and dates indicated certain information concerning the exchange rate
for the Egyptian pound against the U.S. dollar. All references to ‘‘Exchange Rate’’ mean the actual market
rate from the Central Bank of Egypt (the ‘‘CBE’’), as quoted by Bloomberg, for any given day of the year
during which banks were open for business in Egypt.

Year Low High Average Period end

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.416 5.808 5.635 5.805


2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.792 6.032 5.945 6.032
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.027 6.364 6.071 6.364
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.370 7.029 6.875 6.948
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.954 7.159 7.085 7.153
Month Low High Average Period end

January 2015 . . . . . . . .... ..... . . . . . . . . . . . . . . . . . . . . . . . . 7.141 7.593 7.269 7.590


February 2015 . . . . . . .... ..... . . . . . . . . . . . . . . . . . . . . . . . . 7.577 7.634 7.592 7.631
March 2015 . . . . . . . . .... ..... . . . . . . . . . . . . . . . . . . . . . . . . 7.530 7.638 7.602 7.634
April 2015 . . . . . . . . . .... ..... . . . . . . . . . . . . . . . . . . . . . . . . 7.578 7.632 7.599 7.624
May 2015 . . . . . . . . . .... ..... . . . . . . . . . . . . . . . . . . . . . . . . 7.578 7.639 7.617 7.624
June 2015 (through 16 June 2015) . . . . . . . . . . . . . . . . . . . . . . . . 7.626 7.634 7.629 7.629
On 16 June 2015, the latest practicable date prior to the date of this Offering Memorandum, the Exchange
Rate was EGP 7.629 = US$ 1.00. The CBE publishes the Exchange Rate in accordance with the supply
and demand in the foreign exchange market and principles set by a decree of the Prime Minster upon the
recommendation of the CBE board of directors. Such rules have consistently aimed to stabilise the value of
the EGP and avoid sharp fluctuations in the Exchange Rate.
Pursuant to Egypt’s Banking and Money Law No. 88 of 2003, the CBE, registered banks, and other
authorised foreign exchange dealers are free to determine the applicable exchange rate for the EGP
against foreign currency. Pursuant to the CBE’s internal circulars, the applicable exchange rate is
determined according to the rules and principles of the foreign exchange market provided it does not
exceed a band of 4 piasters (1/100th of one Egyptian pound) above the CBE Exchange Rate. Recently, the
CBE announced implementation of a new U.S. dollar auctions mechanism to stabilise the exchange market
and to obtain the best value for U.S. dollar reserves. Currently no restrictions on remittances apply to
securities listed on the EGX which are purchased by foreign investors and funds and remittances are made
through the CBE mechanism (subject to the applicable CBE directives).

34
CAPITALISATION
The following table sets forth the bank balances and cash, the current and non-current portions of certain
long-term debt, shareholders’ equity and capitalisation of the Company (i) as of 31 March 2015 and (ii) on
an as adjusted basis to give effect to the sale of 600,000,000 New Shares in the Combined Offering
(assuming all Public Offering Shares are sold in the Egyptian Public Offering) at the Offer Price after
deducting underwriting commissions, discretionary fees and expected expenses relating to the Combined
Offering in the amount of EGP 100,000,000. As of 31 March 2015, the Company paid EGP 3,929,027 of
the total expected expenses relating to the Combined Offering. The ‘‘As Adjusted’’ column below assumes
that no Ordinary Shares are purchased during the Stabilisation Period using the Stabilisation Fund and,
accordingly, no Ordinary Shares are remitted to the Company at the end of the Stabilisation Period. This
table should be read in conjunction with ‘‘Selected Financial Information’’, ‘‘Operating and Financial
Review’’, ‘‘Stabilisation’’, ‘‘Use of Proceeds’’ and the Financial Statements, including the notes thereto,
included elsewhere in this Offering Memorandum.

As of 31 March 2015 As Adjusted


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

Current portion of interest-bearing loans


and borrowings . . . . . . . . . . . . . . . . . . 611,530,032 80,106,108 611,530,032 80,106,108
Current portion of land purchase
liabilities . . . . . . . . . . . . . . . . . . . . . . . 301,363,930 39,476,543 301,363,930 39,476,543
Total . . . . . . . . . . . . . . . . . . . . . . . . . 912,893,962 119,582,652 912,893,962 119,582,652
Interest-bearing loans and borrowings
(excluding current portion) . . . . . . . . . — — — —
Land purchase liabilities (excluding
current portion) . . . . . . . . . . . . . . . . . 525,812,458 68,877,713 525,812,458 68,877,713
Total . . . . . . . . . . . . . . . . . . . . . . . . . 1,438,706,420 188,460,364 1,438,706,420 188,460,364
Share capital . . . . . . . . . . . . . . . . . . . . . 4,019,338,000 526,504,847 4,619,338,000 605,100,603
Share premium . . . . . . . . . . . . . . . . . . . . — — 1,580,000,000 206,968,824
Legal reserve . . . . . . . . . . . . . . . . . . . . . 21,145,120 2,769,861 21,145,120 2,769,861
Retained earnings . . . . . . . . . . . . . . . . . . 160,485,144 21,022,419 160,485,144 21,022,419
Shareholder’s equity . . . . . . . . . . . . . . 4,200,968,264 550,297,127 6,380,968,264 835,861,706
TOTAL CAPITALISATION . . . . . . . . . . . 5,639,674,684 738,757,491 7,819,674,684 1,024,322,070
BANK BALANCES AND CASH . . . . . . . 1,113,328,630 145,838,175 3,297,257,657 431,917,430

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

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

35
SELECTED FINANCIAL INFORMATION
The following selected financial information as of and for the three months ended 31 March 2015 and 2014
has been extracted from the Interim Financial Statements, and the financial information as of and for the
years ended 31 December 2014, 2013 and 2012 has been extracted from the Annual Financial Statements.
The selected financial information is qualified by, and should be read in conjunction with, the section
entitled ‘‘Operating and Financial Review’’ and the Financial Statements, including the notes thereto,
appearing elsewhere in this Offering Memorandum. This financial information is historical and not
necessarily indicative of results to be expected in any future period. In addition, the Company’s results for
the three months ended 31 March 2015 are not necessarily indicative of results to be expected for the full
year.

Summary Statement of Profit or Loss and Other Comprehensive Income

Three months ended 31 March Year ended 31 December


2015 2014 2014 2013 2012
EGP US$(1) EGP EGP US$(1) EGP EGP
Revenue . . . . . . . . . . . . . . . . . . 751,457,041 98,435,557 357,675,325 2,603,926,691 341,095,977 1,188,328,131 756,968,701
Cost of revenue . . . . . . . . . . . . . . (526,349,414) (68,948,050) (233,479,833) (1,826,867,902) (239,306,773) (777,782,195) (543,918,072)
Gross profit . . . . . . . . . . . . . . . . 225,107,627 29,487,507 124,195,492 777,058,789 101,789,205 410,545,936 213,050,629
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . (86,138,235) (11,283,449) (52,947,905) (325,819,863) (42,680,097) (284,965,694) (204,380,360)
Finance income . . . . . . . . . . . . . . 17,428,943 2,283,068 2,504,757 29,946,133 3,922,732 3,698,614 2,024,187
Finance costs . . . . . . . . . . . . . . . (1,729,235) (226,518) (21,434,044) (111,908,022) (14,659,159) (209,990,965) (113,515,995)
Other expenses . . . . . . . . . . . . . . (6,478,785) (848,675) (6,011,461) (3,500,837) (458,585) (6,949,477) (5,537,734)
Other income . . . . . . . . . . . . . . . 12,800,101 1,676,723 5,789,564 35,294,227 4,623,294 27,320,069 9,627,715
Provisions no longer required . . . . . 1,760,489 230,612 — — — — —
Provisions . . . . . . . . . . . . . . . . . (157,156) (20,586) — (3,538,485) (463,517) — —
Profit/(loss) before tax . . . . . . . . . . 162,593,749 21,298,631 52,096,403 397,531,942 52,073,872 (60,341,517) (98,731,558)
Income tax . . . . . . . . . . . . . . . . . (1,166,996) (152,868) (18,481,238) 26,515,980 3,473,406 69,808,354 —
Profit/(loss) for the period/year . . . . 161,426,753 21,145,763 33,615,165 424,047,922 55,547,278 9,466,837 (98,731,558)

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

36
Summary Statement of Financial Position

As of 31 March As of 31 December
2015 2014 2013 2012
EGP US$(1) EGP US$(1) EGP EGP
ASSETS
Non-current assets . . . . . . . . . . . . . . . . 762,974,761 99,944,297 767,296,094 100,510,361 651,358,196 535,709,173
Current assets . . . . . . . . . . . . . . . . . . 12,728,040,181 1,667,283,230 12,326,966,819 1,614,745,457 10,791,342,932 9,559,201,268
TOTAL ASSETS . . . . . . . . . . . . . . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441
EQUITY AND LIABILITIES
Equity
Share capital . . . . . . . . . . . . . . . . . . . 4,019,338,000 526,504,847 878,338,000 115,056,065 878,338,000 699,269,000
Amounts paid under capital increase . . . . . — — 3,141,000,000 411,448,782 119,544,000 179,069,000
Legal reserve . . . . . . . . . . . . . . . . . . . 21,145,120 2,769,861 247,803 32,460 196,491 196,491
Retained earnings/(accumulated losses) . . . 160,485,144 21,022,419 19,955,708 2,614,057 (404,040,902) (413,507,739)
TOTAL EQUITY . . . . . . . . . . . . . . . . . 4,200,968,264 550,297,127 4,039,541,511 529,151,364 594,037,589 465,026,752
Liabilities
Interest-bearing loans and borrowings . . . . — — 475,020 62,224 171,290,093 231,977,713
Land purchase liabilities . . . . . . . . . . . . 525,812,458 68,877,713 635,340,594 83,225,124 574,511,035 360,745,187
Provision for employees’ end-of-service
benefits . . . . . . . . . . . . . . . . . . . . . 12,837,160 1,681,577 8,852,688 1,159,640 6,768,775 7,409,228
Non-current liabilities . . . . . . . . . . . . . . 538,649,618 70,559,290 644,668,302 84,446,987 752,569,903 600,132,128
Current liabilities . . . . . . . . . . . . . . . . 8,751,397,060 1,146,371,111 8,410,053,100 1,101,657,467 10,096,093,636 9,029,751,561
TOTAL LIABILITIES . . . . . . . . . . . . . . 9,290,046,678 1,216,930,401 9,054,721,402 1,186,104,454 10,848,663,539 9,629,883,689
TOTAL LIABILITIES AND EQUITY . . . . 13,491,014,942 1,767,227,527 13,094,262,913 1,715,255,818 11,442,701,128 10,094,910,441

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

Summary Statement of Cash Flows

Three months ended 31 March Year ended 31 December


2015 2014 2014 2013 2012
EGP US$(1) EGP EGP US$(1) EGP EGP
Net cash from/(used in) operating
activities . . . . . . . . . . . . . . . . . . 468,712,974 61,398,084 205,843,139 1,083,396,675 141,917,301 (303,041,678) (610,162,821)
Thereof working capital changes . . . 303,897,007 39,808,358 118,023,442 481,246,469 63,039,883 (501,610,447) (673,663,031)
Net cash (used in) investing activities . . (1,127,109) (147,643) (27,840,615) (40,168,397) (5,261,776) (84,791,516) (72,980,164)
Net cash from/(used in) financing
activities . . . . . . . . . . . . . . . . . . (202,734,954) (26,556,845) (123,495,715) (376,935,042) (49,375,824) 477,004,030 672,274,616
Cash and cash equivalent at the end of
the period/year . . . . . . . . . . . . . . 1,113,328,630 145,838,175 232,346,221 844,974,315 110,685,658 177,707,978 85,552,567

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

37
OPERATING AND FINANCIAL REVIEW
The following discussion and analysis should be read in conjunction with the Financial Statements, including
the notes thereto, included elsewhere in this Offering Memorandum, the Selected Financial Information and the
information relating to Emaar Misr’s business in the sections titled ‘‘Description of Emaar Misr’’ and ‘‘Risk
Factors’’, and other information about Emaar Misr included elsewhere in this Offering Memorandum. This
discussion and analysis contains forward-looking statements that involve risks and uncertainties. Emaar Misr’s
actual results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors including, but not limited to, those discussed in ‘‘Risk Factors’’ and in ‘‘Forward-Looking
Statements’’.

Overview
Emaar Misr is a leading real estate developer in Egypt focusing on premium-quality master-planned
lifestyle communities in prime locations that are anchored by landmark developments.
Emaar Misr has a strong portfolio of developments distributed among three projects under development
and a plot of undeveloped land in prime locations in East, West and Central Cairo as well as the North
Coast:
• Project Uptown Cairo is a 4.5 million square metre project under development designed to be a
mixed-use development in Central Cairo situated at the highest point in the city, built 200 metres
above sea level with easy accessibility from East, West and Central Cairo. Project Uptown Cairo has
the potential to become a new iconic city centre in Cairo. The project has been designed by world-
class architects and designers and is expected to be the first gated, integrated community project in
Central Cairo offering a wide range of amenities, including world-class shopping centres, business
park, hotels, spa, an 18-hole golf course and club house. Project Uptown Cairo will be home to Emaar
Misr’s flagship development, Emaar Square, a world-class shopping, residential, leisure and
entertainment complex comprising an open-air retail mall and office space designed to attract global
brands and leading local and international companies, a five star and a five-plus-star hotel, including
the first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art entertainment and leisure
centre.
• Project Marassi is a 6.5 million square metre project under development that is expected to become a
year-round resort situated in a prime location in one of the most attractive stretches of the North
Coast with easy accessibility from local and international airports. Project Marassi is designed to
feature a fully-integrated resort community, retail space, twelve anchor hotels, including three
boutique hotels, an 18-hole golf course with a golf academy and clubhouse and a 250 slip yacht
international marina inspired by the French Riviera which, due to its unique location and features, is
difficult to replicate in the region and is therefore expected to transform the area into a premier
international tourist destination. The Marassi Marina is designed to be integrated with customs and
immigration approvals for ease of access and benefits from a unique location and unmatched climate
along one of the most beautiful coastlines in the Mediterranean.
• Project Mivida is a 3.7 million square metre project under development designed to be a fully-
integrated ecologically friendly and energy-efficient community with lush landscapes in a strategic
location in New Cairo City. It is strategically located on New Cairo’s main road and is in close
proximity to the American University in Cairo and Cairo International Airport. Designed by world-
class architects and designers, Project Mivida is expected to be a fully-fledged family-oriented, leisure
and work destination featuring a range of amenities, including a business park, educational, sports and
leisure facilities and a 33-acre central park. Project Mivida will feature Mivida Downtown, a boulevard
shopping area featuring international and local brands strategically located in the centre of New Cairo
City. Mivida Downtown was designed to comprise wide pedestrian streets, water features, full
spectrum dining and easy accessibility to the town centre with multiple access points combining to
provide an unrivalled experience to visitors.
• Cairo Gate is a plot of land of approximately 0.6 million square metres in 6th of October City with a
with frontage of the Cairo—Alexandria Desert highway, an area with limited land offerings, which
makes Cairo Gate a strong value proposition.
As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number of
residential units delivered amounted to 4,676 and 1,850 (including serviced and branded apartments),
respectively. Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion

38
compared to EGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014
amounted to EGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013, which in turn was
an increase of 27% compared to EGP 3.3 billion in 2012. Emaar Misr’s total revenue amounted to
EGP 751.5 million for the three months ended 31 March 2015, EGP 2.6 billion for the year ended
31 December 2014, EGP 1.2 billion for the year ended 31 December 2013 and EGP 0.8 billion for the year
ended 31 December 2012.
In a market sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’s
share of total new net sales in Egypt increased from 10% in 2010 to 36% in 2014, which represents an
EGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew by
EGP 8.7 billion. Emaar Misr’s increase in sales during that period was partially the result of the brand’s
strength and Management’s confidence in continuing to invest, construct and deliver residential units
despite the unprecedented market conditions.

Factors Affecting Results of Operations


Political, Social and Economic Environment
All of Emaar Misr’s projects and properties are located in Egypt. Consequently, broader political, social
and economic trends in Egypt have considerable influence on the Egyptian real estate market as a whole,
and accordingly, on Emaar Misr’s results of operations. The real estate industry is particularly sensitive to
such trends, as demand for housing is closely related to GDP per capita levels, while housing development
costs are affected by inflation and borrowing costs.
The following table sets forth certain macroeconomic and demographic data for Egypt for the periods
indicated below:

2014 2013 2012 2011 2010


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

Source:
(1) Source: CAPMAS, January 2015.
(2) Information provided is as of June for the given year.
(3) Source: Economist Intelligence Unit, February 2015.

Development Costs
Development costs constitute a significant portion of Emaar Misr’s operating costs. Development costs
include purchase price for land, infrastructure costs, contractors’ fees and expenses and costs of
construction materials, master planners, project managers, financing costs and other consultants and
designer costs. In particular, Emaar Misr does not maintain an in-house construction team and relies on
third-party contractors to undertake all construction works. Under the terms of the contracts with third-
party contractors, Emaar Misr is required to make contractual payments, some of which are subject to
inflation and foreign currency related adjustments above certain amounts for costs relating to cement, steel
and energy. As such, these costs are particularly sensitive to factors affecting the macro-economic
environment of Egypt, such as the rate of inflation and GDP, and movements in foreign exchange rates.
Development costs increased between 2012 and 2015, primarily as a consequence of increases in
construction and real estate activity in Egypt and corresponding increases in the cost of land and
construction materials. The total development costs amounted to EGP 0.4 billion in the three months
ended 31 March 2015, EGP 1.5 billion in the year ended 31 December 2014, EGP 0.7 billion in the year
ended 31 December 2013 and EGP 0.4 billion in the year ended 31 December 2012. The total amount of
investments as of 31 March 2015 amounted to EGP 13.4 billion.
To the extent that Emaar Misr has experienced increases in development costs, Management has mitigated
in the past, and intends to continue to mitigate in the future, such increases through a number of actions,
including hiring professional surveyors and pricing consultants to better reflect construction cost in the
feasibility study, incorporating a minimum of 5% contingency buffer above the estimated construction cost
for any unforeseen costs, reviewing annually the total infrastructure cost (indirect cost) at different stages

39
of a project to ensure proper cost allocation, reviewing and increasing prices on a monthly basis to ensure
units are sold at market rates, phasing launches of a relatively small number of units to allow for price
adjustments based on market demand in subsequent launches as various amenities are completed over
time, shortening the time between launch of a project and the award of construction contracts to mitigate
price escalation in the construction market and using a majority of lump sum contracts that only allow for
price fluctuation of a limited number of items.

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

Residential properties. Emaar Misr’s revenue recognition policy has a significant impact on its results of
operations. All contracts with customers relating to the residential properties are classified as contracts for
the sale of completed properties. In line with IFRS, Emaar Misr follows the delivery for sold residential
properties in accordance with IAS 18 Revenue and International Financial Reporting Interpretations
Committee 15 Agreements for the Construction of Real Estate, which require capitalisation of expenditure in
the development properties account until the delivery of the units. After completion of the unit, at the
point in time when Emaar Misr transfers the risks and rewards of ownership of the property in its entirety
to the customer, revenue and the associated costs are recognised by delivery in accordance with IAS 18
Revenue and International Financial Reporting Interpretations Committee 15. Hence, the point of
recognition where operating revenue is realised and settled with operating costs related to the unit sold is
the time at which the contracts are exchanged and the buyer takes possession of the property. In
conditional exchanges, revenue is recognised when all significant conditions are satisfied and at the fair
value of the consideration received or receivable, taking into consideration defined terms of payment and
excluding taxes or duty. Therefore, revenue recognised on the statement of profit or loss for any given year
does not reflect the contractual sales entered into during that year but is rather related to completed and
delivered units sold. Sale discounts granted to purchasers of units are netted against sales revenue when
sales revenues are recognised in the statement of profit or loss. Discounting of future receivables in respect
of units is netted against revenue recognised for such delivered units.
Revenue recognition in Project Uptown Cairo started in 2012, and the majority of the delivered units are
attributed to the Platinum Launch event in 2006, in which Emaar Misr was contractually committed to sale
prices ranging from EGP 4500 to EGP 5000 per unit in certain villages. The prices were based on
assumptions made by the Principal Shareholder’s former joint venture partner and are different from
Emaar Misr’s current standards. After the full acquisition, Emaar Misr respected the commitments with
the customers. Future expected losses were recognised in the year ended 31 December 2014 in accordance
with applicable accounting standards.
Commercial, retail and hospitality properties. Emaar Misr does not yet realise material levels of revenue
from leasing of commercial, retail and hospitality properties. Rental income from investment properties is
recognised, net of any discounts to tenants, in accordance with the terms of the lease contracts over the
lease term on a straight-line basis. Revenue from hotel accommodation, food and beverages and other
related services is recognised, net of discount and municipality fees, at the point at which the services are
rendered, and is included in the other income line item of Emaar Misr’s statement of profit or loss.

Interest income. Emaar Misr receives interest income on financial assets which comprise bank balances,
cash and accounts receivable. Interest income is recognised as interest accrues using the effective interest
method under which the rate used discounts estimated future cash receipts through the expected life of the
financial asset to the net carrying amount of the financial asset.
For a discussion of new IFRS accounting standards relating to revenue recognition that will apply to
Emaar Misr in the future, see ‘‘—Future Accounting Changes’’.

40
Cost of Revenue Recognition
Emaar Misr’s recognition of cost of revenue significantly impacts its results of operations. Cost of revenue
relating to a real estate property that is sold includes costs that are related directly to the specific contract
of the unit sold and delivered (such as the cost of land purchased and the costs of construction and
construction inputs) as well as indirect costs that are attributable to the activity in general and can be
allocated to the unit sold and delivered (such as infrastructure costs).
These costs are allocated as direct and indirect costs. Direct costs are land and development costs related
and allocable directly to a unit or group of units. Indirect costs are land and development costs relating to
common areas, facilities or services in respect of a development project or a phase thereof. Direct and
indirect costs are recognised at the time a unit is delivered, which is also when revenues are recognised.
Upon recognition of revenue when a unit is delivered, an allocable portion of indirect costs is recognised at
that time for a development project or phase thereof, which takes into account total estimated indirect
costs for the development project or phase thereof and the state of completion at the time the unit is
delivered.

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

Contract Sales and Delivery Schedules


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

Tax Holidays
Emaar Misr benefits from a tax holiday for the activities of planning and establishing urban regions and
furnishing such regions with required utilities and services until 31 December 2018. The tax holiday does
not apply to certain other income, including interest income on deposits. Taxable income from other
activities or projects that do not benefit from the tax holiday are taxable at a corporate tax rate of 25% on
annual taxable income plus 5% additional tax on the annual taxable income exceeding EGP 1 million. The
addition is due to be implemented starting from year 2014 until the end of 2016. Furthermore, during the
period from 8 June 2008 until 31 December 2013, Emaar Misr benefitted from a tax holiday in relation to a
finance lease with Turner relating to a portion of office space at the Uptown Cairo sales centre, which was
terminated in 2013.
The following table sets forth the total amount of tax benefits:

Total Exempted
Period Corporate Tax
(EGP)
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,259,203
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,859,580
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235,090,593
Q1 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,015,593

41
Explanation of Certain Line Items in Statement of Profit or Loss
Revenue. Historically, Emaar Misr has generated substantially all of its revenues from the sales of
residential units and, to a lesser extent, sales of office units. Revenue in the statement of profit or loss
reflects the total amount of revenue recognised during that period in respect of delivered properties. See
‘‘—Factors Affecting Results of Operations—Revenue Recognition’’.

Cost of revenue. Cost of revenue corresponding to units sold and delivered represents costs that are
directly related to the specific contract of the unit delivered, costs that are generally attributable to
activities related to revenue generation and can be allocated to the unit sold. Cost of revenue comprises
the cost of the land plot of a parcel, infrastructure costs (site grading, slot stabilisation, utilities, roads,
traffic solutions, community centres and others), hard costs (direct building construction costs excluding
infrastructure costs), soft costs (costs related to the design, supervision, project management and
consultant fees) and finance costs (capitalised borrowing costs directly attributable to the acquisition and
construction) and other costs (expected infrastructure cost that are expected to be incurred in the future in
relation to the delivered units and impairment losses relating to the Aurora village in Project Uptown
Cairo). See ‘‘—Factors Affecting Results of Operations—Cost of Revenue Recognition’’.
Selling, general and administrative expenses. Selling, general and administrative expenses represent all
sales, general and administrative expenses incurred during the year or period, as applicable, pertaining to
the properties sold (regardless of the number of properties delivered during that year or period). These
expenses can be categorised under the one of the following categories: advertisement, depreciation
expenses of plant, property and equipment, depreciation expenses of investment property, marketing
production and material, events and exhibition, sales commission, other marketing expenses, salaries and
benefits, professional fees, information technology expenses, travel and entertainment, cleaning and
maintenance, communication, facility management expenses, other bank charges and other expenses.

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

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

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

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

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

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

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

42
segments will meet the criteria and be identified as separate reporting segments in accordance with IFRS 8
in addition to the residential segment.

Results of Operations
The following table sets forth information from Emaar Misr’s statement of profit or loss for the three
months ended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:
Three months ended 31 March Year ended 31 December
2015 2014 2014 2013 2012
(1) (1)
EGP US$ EGP EGP US$ EGP EGP
Revenue . . . . . . . . . . . . . . . . . . 751,457,041 98,435,557 357,675,325 2,603,926,691 341,095,977 1,188,328,131 756,968,701
Cost of revenue . . . . . . . . . . . . . . (526,349,414) (68,948,050) (233,479,833) (1,826,867,902) (239,306,773) (777,782,195) (543,918,072)
Gross profit . . . . . . . . . . . . . . . . 225,107,627 29,487,507 124,195,492 777,058,789 101,789,205 410,545,936 213,050,629
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . (86,138,235) (11,283,449) (52,947,905) (325,819,863) (42,680,097) (284,965,694) (204,380,360)
Finance income . . . . . . . . . . . . . . 17,428,943 2,283,068 2,504,757 29,946,133 3,922,732 3,698,614 2,024,187
Finance costs . . . . . . . . . . . . . . . (1,729,235) (226,518) (21,434,044) (111,908,022) (14,659,159) (209,990,965) (113,515,995)
Other expenses . . . . . . . . . . . . . . (6,478,785) (848,675) (6,011,461) (3,500,837) (458,585) (6,949,477) (5,537,734)
Other income . . . . . . . . . . . . . . . 12,800,101 1,676,723 5,789,564 35,294,227 4,623,294 27,320,069 9,627,715
Provisions no longer required . . . . . 1,760,489 230,612 — — — — —
Provisions . . . . . . . . . . . . . . . . . (157,156) (20,586) — (3,538,485) (463,517) — —
Profit/(loss) before tax . . . . . . . . . . 162,593,749 21,298,631 52,096,403 397,531,942 52,073,872 (60,341,517) (98,731,558)
Income tax . . . . . . . . . . . . . . . . . (1,166,996) (152,868) (18,481,238) 26,515,980 3,473,406 69,808,354 —
Profit/(loss) for the period/year . . . . 161,426,753 21,145,763 33,615,165 424,047,922 55,547,278 9,466,837 (98,731,558)

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

43
The following table sets forth the total revenue and the number of delivered properties for the three
months ended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:
Three months Three months Year ended 31 December
ended ended
31 March 2015 31 March 2014 2014 2013 2012

PROJECT UPTOWN
CAIRO
Number of residential units
delivered . . . . . . . . . . . . 58 12 105 82 75
Villas . . . . . . . . . . . . . . . 6 3 19 15 14
Townhouses . . . . . . . . . . 1 8 31 67 61
Apartments . . . . . . . . . . . 51 1 55 — —
Mixed . . . . . . . . . . . . . . . — — — — —
Revenue (EGP) . . . . . . . . . 98,226,537 63,345,749 311,385,612 307,967,431 234,502,538
PROJECT MARASSI
Number of residential units
delivered . . . . . . . . . . . . 59 41 308 175 209
Villas . . . . . . . . . . . . . . . 6 6 78 49 21
Townhouses . . . . . . . . . . 12 2 34 1 —
Apartments . . . . . . . . . . . 11 10 60 36 168
Mixed . . . . . . . . . . . . . . . 30 23 136 89 20
Revenue (EGP) . . . . . . . . . 290,633,612 215,582,724 1,560,671,751 880,360,700 461,008,576
PROJECT MIVIDA
Number of residential units
delivered(1) . . . . . . . . . . . 146 41 315 — 1
Villas . . . . . . . . . . . . . . . 63 41 206 — —
Townhouses . . . . . . . . . . 83 — 108 — —
Apartments . . . . . . . . . . . — — — — —
Mixed . . . . . . . . . . . . . . . — — — — —
Revenue (EGP) . . . . . . . . . 362,596,892 78,743,852 731,869,328 — 61,457,587
Total number of residential
units delivered . . . . . . . . 263 94 728 257 285
Total cumulative number of
residential units
delivered(1)(2) . . . . . . . . . . 1,852 955 1,589 861 604
Total revenue (EGP) . . . . . . 751,457,041 357,675,325 2,603,926,691 1,188,328,131 756,968,701

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

(2) At the end of the period.

Three Months Ended 31 March 2015 Compared to Three Months Ended 31 March 2014
Revenue. Revenue increased by 110.1% to EGP 751.5 million during the three months ended 31 March
2015 from EGP 357.7 million during the three months ended 31 March 2014. The increase was due
primarily to a higher number of residential units delivered in Project Mivida during the three months
ended 31 March 2015.
• In Project Uptown Cairo, Emaar Misr delivered 6 villas, 1 townhouse and 51 apartments with a total
value of EGP 98.2 million (corresponding to 11,100 square metres of GFA) during the three months
ended 31 March 2015 compared to 3 villas, 8 townhouses and 1 apartment with a total value of
EGP 63.3 million (corresponding to 4,513 square metres of GFA) delivered during the three months
ended 31 March 2014.
• In Project Marassi, Emaar Misr delivered 6 villas, 12 townhouses, 11 apartments and 30 mixed units
with a total value of EGP 290.6 million (corresponding to 17,406 square metres of GFA) during the
three months ended 31 March 2015 compared to 6 villas, 2 townhouses, 10 apartments and 23 mixed
units with a total value of EGP 215.6 million (corresponding to 12,933 square metres of GFA)
delivered during the three months ended 31 March 2014.

44
• In Project Mivida, Emaar Misr delivered 63 villas and 83 townhouses with a total value of
EGP 362.6 million (corresponding to 32,939 square metres of GFA) during the three months ended
31 March 2015 compared to 41 villas with a total value of EGP 78.7 million (corresponding to 9,059
square metres of GFA) delivered during the three months ended 31 March 2014.

Cost of revenue. Cost of revenue increased by 125.4% to EGP 526.3 million during the three months
ended 31 March 2015 compared to EGP 233.5 million during the three months ended 31 March 2014. The
increase reflects primarily the increase in the number of residential units delivered during the three
months ended 31 March 2015 and a reversal of an impairment loss amounting to EGP 5.9 million for
impaired units sold.
The following table sets forth the split of cost of revenue for the three months ended 31 March 2015 and
2014:
Three months ended
31 March
2015 2014
EGP US$(1) EGP
(millions)
PROJECT UPTOWN CAIRO
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 0.5 2.7
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.0 1.4 8.5
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64.9 8.5 29.0
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7 1.1 2.8
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6 0.3 1.6
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6 0.7 9.1
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97.4 12.8 53.7

PROJECT MARASSI
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.0 2.0 11.4
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.3 2.3 7.9
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.6 12.3 78.8
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.0 1.2 4.5
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.8 1.3 6.0
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.7 3.5 13.8
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171.3 22.4 122.1

PROJECT MIVIDA
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.3 7.0 15.8
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.6 5.1 1.8
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.0 15.6 27.3
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1 2.0 2.0
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8 0.1 0.2
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.9 4.0 10.3
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257.7 33.8 57.4
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526.3 68.9 233.5

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

Gross profit. As a result of revenue and cost of revenue, total gross profit increased by 81.3% to
EGP 225.1 million during the three months ended 31 March 2015 compared to EGP 124.2 million during
the three months ended 31 March 2014. Total gross profit margin decreased by 4.7% to 30.0% during the
three months ended 31 March 2015 compared to 34.7% during the three months ended 31 March 2014.
• Project Uptown Cairo. Gross profit during the three months ended 31 March 2015 decreased to
EGP 0.8 million compared to EGP 9.6 million during the three months ended 31 March 2014. The
gross margin during the three months ended 31 March 2015 decreased to 0.8% compared to 15.2%
during the three months ended 31 March 2014.

45
• Project Marassi. Gross profit during the three months ended 31 March 2015 increased to
EGP 119.4 million compared to EGP 93.2 million during the three months ended 31 March 2014. The
gross margin during the three months ended 31 March 2015 was 41.1% compared to 43.2% during the
three months ended 31 March 2014.
• Project Mivida. Gross profit during the three months ended 31 March 2015 amounted to
EGP 104.9 million compared to EGP 21.4 million during the three months ended 31 March 2014. The
gross margin during the three months ended 31 March 2015 was 28.9% compared to 27.2% during the
three months ended 31 March 2014.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by
62.7% to EGP 86.1 million during the three months ended 31 March 2015 compared to EGP 52.9 million
during the three months ended 31 March 2014. Selling, general and administrative expenses are recorded
in respect of the units sold during that year (regardless of the number of units delivered during that
period).
The increase in selling, general and administrative expenses during the three months ended 31 March 2015
compared to the three months ended 31 March 2014 was due primarily to an increase in salaries and
benefits of EGP 14.3 million, an increase in sales commission of EGP 10.7 million, an increase in facility
management expenses of EGP 3.1 million, an increase in professional fees of EGP 1.5 million and an
increase in advertisement of EGP 1.2 million.
As a percentage of net sales, selling, general and administrative expenses decreased to 4.3% during the
three months ended 31 March 2015 compared to 5.3% during the three months ended 31 March 2014 due
to an increase in sales over time, a progressive increase in the leveragability of the operating platform and
increased brand awareness.

Finance income. Finance income increased to EGP 17.4 million during the three months ended 31 March
2015 compared to EGP 2.5 million during the three months ended 31 March 2014 due primarily to an
increase in cash collection from customers which is used to settle payments with the balance being placed
as time deposits.

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

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

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

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

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

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

46
Profit/(loss) for the period. As a result of the foregoing, profit for the quarter increased to
EGP 161.4 million during the three months ended 31 March 2015 compared to a profit of
EGP 33.6 million during the three months ended 31 March 2014.

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


Revenue. Revenue increased by 119.1% to EGP 2,603.9 million during the year ended 31 December 2014
from EGP 1,188.3 million during the year ended 31 December 2013. The increase was due primarily to a
higher number of residential units delivered during the year ended 31 December 2014.
• In Project Uptown Cairo, Emaar Misr delivered 19 villas, 31 townhouses and 55 apartments with a
total value of EGP 311.4 million (corresponding to 26,519 square metres of GFA) during the year
ended 31 December 2014 compared to 15 villas and 67 townhouses with a total value of
EGP 307.9 million (corresponding to 23,250 square metres of GFA) delivered during the year ended
31 December 2013.
• In Project Marassi, Emaar Misr delivered 78 villas, 34 townhouses, 60 apartments and 136 mixed units
with a total value of EGP 1,560.7 million (corresponding to 94,000 square metres of GFA) during the
year ended 31 December 2014 compared to 49 villas, 1 townhouse, 36 apartments and 89 mixed units
with a total value of EGP 880.4 million (corresponding to 54,508 square metres of GFA) delivered
during the year ended 31 December 2013. During the year ended 31 December 2014, the majority of
units offered as part of the Platinum Launch were delivered.
• In Project Mivida, Emaar Misr recorded EGP 644.9 million of revenue during the year ended
31 December 2014 relating to the delivery of 206 villas and 108 townhouses (corresponding to 68,874
square metres of GFA) as well as one office building in the amount of EGP 87.0 million. Delivery of
residential properties in Project Mivida started during the year ended 31 December 2014.

Cost of revenue. Cost of revenue increased by 134.9% to EGP 1,826.9 million during the year ended
31 December 2014 compared to EGP 777.8 million during the year ended 31 December 2013. The increase
reflects primarily the increase in the number of residential units delivered during the year ended
31 December 2014.
The following table sets forth the split of cost of revenue for the years ended 31 December 2014 and 2013:
Year ended 31 December
2014 2013
EGP US$(1) EGP
(millions)
PROJECT UPTOWN CAIRO
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.8 1.9 15.1
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.6 5.4 33.4
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154.5 20.2 152.0
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.2 2.0 14.1
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7 0.6 8.1
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71.7 9.4 49.3
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302.5 39.6 272.0

PROJECT MARASSI
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.5 15.5 52.3
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158.0 20.7 23.6
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366.5 48.0 380.6
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.4 5.4 15.7
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.2 6.6 23.6
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220.3 28.9 9.9
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954.9 125.1 505.7

47
Year ended 31 December
2014 2013
EGP US$(1) EGP
(millions)
PROJECT MIVIDA
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116.1 15.2 —
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.7 11.4 —
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254.0 33.3 —
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.9 3.5 —
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 0.3 —
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83.7 11.0 —
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 569.5 74.6 —
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,826.9 239.3 777.7

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

Gross profit. As a result of revenue and cost of revenue, total gross profit increased by 89.3% to
EGP 777.1 million during the year ended 31 December 2014 compared to EGP 410.5 million during the
year ended 31 December 2013. Total gross profit margin decreased by 4.7% to 29.8% during the year
ended 31 December 2014 compared to 34.5% during the year ended 31 December 2013.
• Project Uptown Cairo. Gross profit during the year ended 31 December 2014 decreased to
EGP 9.0 million compared to EGP 36.0 million during the year ended 31 December 2013. The gross
margin during the year ended 31 December 2014 decreased to 2.9% compared to 11.7% during the
year ended 31 December 2013. While the total number of units delivered during the year ended
31 December 2014 increased to 105 compared to 82 units delivered during the year ended
31 December 2013, the gross margin during the year ended 31 December 2014 was negatively
impacted by the loss relating to the Aurora village launched in 2006 fully booked in 2014, which was
only offset by the booked revenue from the delivery in 2014 of 55 units out of the 155 units sold in
2006.
• Project Marassi. Gross profit during the year ended 31 December 2014 increased to
EGP 606.0 million compared to EGP 375.0 million during the year ended 31 December 2013. The
gross margin during the year ended 31 December 2014 remained relatively stable at 38.8% compared
to 42.6% during the year ended 31 December 2013 due primarily to a higher proportion of villas
delivered during the year ended 31 December 2014, which have a higher profit margin which was
partly offset by an increase in infrastructure costs due to the addition of a power plant for a total
estimated cost of EGP 300 million.
• Project Mivida. Gross profit during the year ended 31 December 2014 amounted to
EGP 162.0 million compared to nil during the year ended 31 December 2013. The gross margin during
the year ended 31 December 2014 was 22.2% reflecting the commencement of delivery of residential
units during the year.

Selling general and administrative expenses. Selling, general and administrative expenses increased by
14.3% to EGP 325.8 million during the year ended 31 December 2014 compared to EGP 284.9 million
during the year ended 31 December 2013. Selling, general and administrative expenses are recorded in
respect of the units sold during that year (regardless of the number of units delivered during that period).
The increase in selling, general and administrative expenses during the year ended 31 December 2014 was
due primarily to an increase of EGP 19.1 million in facility management expenses relating to Emaar Misr’s
share in the community facility management expenses in addition to its own asset facility management
expenses, an increase in salaries and benefits of EGP 10.0 million, an increase in marketing production and
material of EGP 2.8 million, an increase in events and exhibition of EGP 3.6 million, an increase in
professional fees of EGP 4.0 million relating to the increase in audit fees, legal fees and tax advisor fees
and an increase in other expenses of EGP 3.6 million relating to the increase in rent expenses and office
related expenses.
As a percentage of net sales, selling, general and administrative expenses decreased to 4.6% during the
year ended 31 December 2014 compared to 6.8% during the year ended 31 December 2013 due to an

48
increase in sales over time, a progressive increase in the leveragability of the operating platform and
increased brand awareness.

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

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

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

Other income. Other income increased by 29.2% to EGP 35.3 million during the year ended 31 December
2014 compared to EGP 27.3 million during the year ended 31 December 2013 due primarily to an
EGP 14.0 million increase in customer service charges relating mainly to the increase in water
consumption charges in Project Marassi, an increase in profit related to Emaar Plus services and rental
income from leasing of commercial areas in Project Marassi and an office floor in Project Mivida.
Provisions. Provisions for the year ended 31 December 2014 were EGP 3.5 million in respect of legal
claims raised by customers.

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

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

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


Revenue. Revenue increased by 57.0% to EGP 1,188.3 million during the year ended 31 December 2013
from EGP 757.0 million during the year ended 31 December 2012. The increase was due primarily to a
higher number of residential units delivered during the year ended 31 December 2013.
• In Project Uptown Cairo, Emaar Misr delivered 15 villas and 67 townhouses with a total value of
EGP 308.0 million (corresponding to approximately 23,250 square metres of GFA during the year
ended 31 December 2013 compared to 14 villas and 61 townhouses with a total value of
EGP 234.5 million (corresponding to approximately 18,262 square metres of GFA) delivered during
the year ended 31 December 2012.
• In Project Marassi, Emaar Misr delivered 49 villas, 1 townhouses, 36 apartments and 89 mixed-use
units with a total value of EGP 880.4 million (corresponding to approximately 54,508 square metres of
GFA) during the year ended 31 December 2013 compared to 21 villas, 168 apartments and 20
mixed-use units with a total value of EGP 461.0 million (corresponding to approximately 35,356
square metres of GFA) delivered during the year ended 31 December 2012.
• In Project Mivida, Emaar Misr recorded no revenue during the year ended 31 December 2013
compared to EGP 61.5 million of revenue relating to the delivery of an office building during the year
ended 31 December 2012.

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

49
reflects primarily the increase in the number of residential units delivered during the year ended
31 December 2013.
The following table sets forth the split of cost of revenue split for the years ended 31 December 2013 and
2012:
Year ended
31 December
2013 2012
EGP EGP
(millions)
PROJECT UPTOWN CAIRO
Land Cost . . . . . . ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1 13.0
Infrastructure Cost ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.4 29.5
Hard Cost . . . . . . ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152.0 116.2
Soft Cost . . . . . . . ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.1 10.4
Finance Cost . . . . ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1 5.2
Other Cost . . . . . . ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.3 36.0
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272.0 210.2

PROJECT MARASSI
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.3 18.5
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.6 12.5
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380.6 189.2
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.7 8.3
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.6 10.3
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.9 47.8
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 505.7 286.5

PROJECT MIVIDA
Land Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5.8
Infrastructure Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.4
Hard Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 33.4
Soft Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1.7
Finance Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 0.1
Other Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5.9
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 47.2
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 777.7 543.9

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

Gross profit. As a result of revenue and cost of revenue, gross profit increased by 92.7% to
EGP 410.5 million during the year ended 31 December 2013 compared to EGP 213.1 million during the
year ended 31 December 2012. Total gross profit margin increased by 6.4% to 34.5% during the year ended
31 December 2013 compared to 28.1% during the year ended 31 December 2012.
• Project Uptown Cairo. Gross profit during the year ended 31 December 2013 increased to
EGP 36.0 million compared to EGP 24.0 million during the year ended 31 December 2012. The gross
margin during the year ended 31 December 2013 increased to 11.7% compared to 10.4% during the
year ended 31 December 2012.
• Project Marassi. Gross profit during the year ended 31 December 2013 increased to
EGP 375.0 million compared to EGP 175.0 million during the year ended 31 December 2012. The
gross margin during the year ended 31 December 2013 increased to 42.6% compared to 37.9% during
the year ended 31 December 2012 due primarily to a higher proportion of villas delivered during the
year ended 31 December 2013 which have a higher profit margin.

50
• Project Mivida. Emaar Misr did not record any gross profit during the year ended 31 December
2013 compared to EGP 14.0 million of gross profit recorded during the year ended 31 December
2012. The gross margin during the year ended 31 December 2012 was 23.1%.

Selling, general and administrative expenses. Selling, general and administrative expenses increased by
39.4% to EGP 285.0 million during the year ended 31 December 2013 compared to EGP 204.4 million
during the year ended 31 December 2012.
Selling, general and administrative expenses are recorded in respect of the units sold during that year
(regardless of the number of units delivered during that period). The increase in selling, general and
administrative expenses during the year ended 31 December 2013 was due primarily to an
EGP 49.8 million increase in sales commissions corresponding to higher levels of sales of residential units
in Project Marassi and Project Uptown Cairo, an increase of EGP 11.7 million relating to advertising
expenses for Project Marassi, Project Uptown Cairo and Project Mivida and an increase of EGP 5.1 million
relating to general marketing expenses.
As a percentage of net sales, selling, general and administrative expenses increased to 6.8% during the year
ended 31 December 2013 compared to 6.2% during the year ended 31 December 2012.

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

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

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

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

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

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

Liquidity and Capital Resources


Emaar Misr’s principal sources of funds have historically been payments resulting from contract sales in
respect of its residential and office units, capital increases, bank loans and credit facilities, including intra-
group financing from Emaar Properties. Emaar Misr’s principal uses of funds are expenditures in
connection with the acquisition of land and development of real estate and to a lesser extent debt servicing
requirements.
Emaar Misr’s aims to maintain a conservative capital structure with sufficient flexibility to execute its
growth strategy. Emaar Misr uses mainly discounted checks and general loan facilities with limited use of
project financing. In utilising discounted checks, Emaar Misr seeks attractive terms to monetise residential
receivables after handover of units and to optimise its working capital. Emaar Misr uses general loan

51
facilities to fund development activities with a focus on mid- to long-term financing of investment
properties to maximise returns on capital, with a long-term target ratio of up to one-third debt to total
capital for commercial properties. Reliance on project financing is generally limited given market
conditions and the comparably higher cost of funding. Project financing loans are used to finance
disbursements for the projects. The interest expense, fees and other charges due under the project
financing agreements are capitalised over the development period and reflected in the statement of profit
or loss upon delivery of units.

Cash flows
The following table sets forth a summary of Emaar Misr’s net cash flow statement for the three months
ended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:
Three months ended 31 March Year ended 31 December
2015 2014 2014 2013 2012
EGP US$(1) EGP EGP US$(1) EGP EGP
Net cash from/(used in)
operating activities . . . . . . . 468,712,974 61,398,084 205,843,139 1,083,396,675 141,917,301 (303,041,678) (610,162,821)
Thereof working capital
changes . . . . . . . . . . . . 303,897,007 39,808,358 118,023,442 481,246,469 63,039,883 (501,610,447) (673,663,031)
Net cash (used in) investing
activities . . . . . . . . . . . . . (1,127,109) (147,643) (27,840,615) (40,168,397) (5,261,776) (84,791,516) (72,980,164)
Net cash from/(used in)
financing activities . . . . . . . (202,734,954) (26,556,845) (123,495,715) (376,935,042) (49,375,824) 477,004,030 672,274,616
Cash and cash equivalent at
the end of the period/year . . 1,113,328,630 145,838,175 232,346,221 844,974,315 110,685,658 177,707,978 85,552,567

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

Cash flows from operating activities


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

Three months ended 31 March 2015


Net cash from operating activities was EGP 468.7 million during the three months ended 31 March 2015.
The factors resulting in this positive net cash inflow were the positive net changes to working capital of
EGP 303.9 million and positive cash from operations before working capital changes of EGP 164.8 million.
The positive changes in working capital were due primarily to:
• change in advances from customers of EGP 282.2 million relating to an increase in customer
collections for Project Mivida, Project Marassi and Project Uptown Cairo net of revenue recognised of
EGP 771 million,
• change in development properties of EGP 126.6 million mainly relating to EGP 352 million of work
done for Project Mivida, Project Marassi and Project Uptown Cairo net of cost recognised in respect
of units delivered of EGP 460 million, and
• change in trade and other payables of EGP 121.8 million relating to a charge to consultants and
contractors for Project Mivida, Project Marassi and Project Uptown Cairo,
which was offset by:
• change in accounts and notes receivables of EGP 162.3 million relating to new delivered units net of
collection of previous units delivered, and
• change in other receivables, deposits and prepayments of EGP 65.8 million relating to advance
payments to consultants and contractors for Project Mivida, Project Marassi and Project Uptown
Cairo in addition to collection of maintenance deposits related to delivered units.

52
Year ended 31 December 2014
Net cash from operating activities was EGP 1,083.4 million during the year ended 31 December 2014. The
factors resulting in this positive net cash inflow were the positive net changes to working capital of
EGP 481.2 million and positive cash from operations before working capital changes of EGP 602.2 million.
The positive changes in working capital were due primarily to:
• change in advances from customers of EGP 921.2 million relating to an increase in customer
collections for Project Mivida, Project Marassi, and Project Uptown Cairo net of revenue recognised
of EGP 2,771 million, and
• change in trade and other payables of EGP 423.0 million relating to a charge to consultants and
contractors for Project Mivida, Project Marassi and Project Uptown Cairo,
which was offset by:
• change in accounts and notes receivables of EGP 468.7 million relating to new delivered units net of
collection of previous units delivered, and
• change in other receivables, deposits and prepayments of EGP 405.7 million relating to advance
payments to consultants and contractors for Project Mivida, Project Marassi and Project Uptown
Cairo in addition to collection of maintenance deposits related to delivered units.

Year ended 31 December 2013


Net cash used in operating activities was EGP 303.0 million during the year ended 31 December 2013. The
factors resulting in this negative net cash flow were the negative net changes to working capital of
EGP 501.6 million partly offset by positive cash from operations before working capital changes of
EGP 198.6 million.
The negative changes in working capital were due primarily to:
• change in development properties of EGP 979.5 million relating to EGP 1,743.0 million of work done
for Project Mivida, Project Marassi and Project Uptown Cairo net of cost recognised in respect of
units delivered of EGP 718.6 million, and
• change in trade receivables of EGP 173.9 million relating to new delivered units net of collection of
previous units delivered,
which was partly offset by:
• change in advances from customers of EGP 562.1 million relating to customer collections for Project
Mivida, Project Marassi and Project Uptown Cairo net of revenue recognised of EGP 1,248 million,
and
• change in other receivables, deposits and prepayments of EGP 47.5 million relating to advance
payments to consultants and contractors for Project Mivida, Project Marassi and Project Uptown
Cairo in addition to collection of maintenance deposits related to delivered units.

Year ended 31 December 2012


Net cash used in operating activities was EGP 610.2 million in the year ended 31 December 2012. The
factors resulting in this negative net cash flow were the negative net changes to working capital of
EGP 673.7 million, partly offset by positive cash from operations before working capital changes of
EGP 63.5 million.
The negative changes in working capital were due primarily to:
• change in development properties of EGP 1,268.9 million relating to EGP 1,809.0 million of
construction work completed for Project Mivida, Project Marassi and Project Uptown Cairo net of
cost recognised for units delivered in the year ended 31 December 2012 of EGP 432.5 million, and
• change in accounts and notes receivables of EGP 76.4 million relating to new delivered units net of
collection of previous units delivered,

53
which was partly offset by:
• change in advances from customers of EGP 333.5 million relating to customer collection for Project
Mivida, Project Marassi and Project Uptown Cairo net of revenue recognised in 2012 of
EGP 783 million, and
• change in trade and other payables of EGP 248.2 million relating to payments to consultants and
contractors for Project Mivida, Project Marassi and Project Uptown Cairo.

Cash flows used in investing activities


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

Year ended 31 December 2014


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

Year ended 31 December 2013


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

Year ended 31 December 2012


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

54
Cash flows from/used in financing activities
Three months ended 31 March 2015
Net cash used in financing activities amounted to a cash outflow of EGP 202.7 million during the three
months ended 31 March 2015. The factors resulting in the negative net cash flow were primarily the
repayment of interest-bearing loans and borrowings relating to a credit facility from Mashreq Bank (in the
amount of EGP 171.2 million), a credit facility from Ahli United Bank (in the amount of
EGP 42.6 million) and a credit facility from Emirates NBD (in the amount of EGP 1.4 million) and the
finance costs paid of EGP 1.3 million, partly offset by proceeds from interest-bearing loans and borrowings
of EGP 10.5 million.

Year ended 31 December 2014


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

Year ended 31 December 2013


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

Year ended 31 December 2012


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

55
Credit Facilities
As of 31 March 2015, Emaar Misr’s total outstanding indebtedness was EGP 616.2 million. The following
table sets forth a summary of the key terms of Emaar Misr’s credit facilities.

As of 31 March 2015
Total amount
Interest rate drawn Maturity(2)
EGP US$(1)
(millions)
Current borrowings
Commercial International Bank EGP 272 million credit facility . . . . 2.25% + CBE 271.3 35.5 May 15(3)
corridor offered
rate
Mashreq Bank USD 30 million credit facility . . . . . . . . . . . . . . . 2.5% + CBE 62.9 8.2 September 15
corridor
average rate
Emirates NBD EGP 100 million discounted cheques facility . . . . . . 2.25% + CBE — — June 16
mid corridor
rate
Ahli United Bank EGP 300 million credit facility . . . . . . . . . . . . . 2.25% + CBE 223.2 29.2 December 17
corridor offered
rate
Commercial International Bank EGP 234 million credit facility . . . . 2.25% + CBE 54.1 7.1 May 15(4)
corridor offered
rate
HSBC EGP 425 million discounted cheques facility . . . . . . . . . . . 1.5% + CBE — — Based on maturity
mid corridor of post-dated
offered rate cheques (subject to
discounting) up to
December 2018
Emaar Properties promissory note . . . . . . . . . . . . . . . . . . . . . . 1% + LIBOR 4.7 0.6 —
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 616.2 80.7

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

(2) Auto renewal on yearly basis.

(3) Facility has been renewed until May 2016.

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

Emaar Misr’s net cash position (defined as bank balances and cash less outstanding debt) amounted to
EGP 0.5 billion as of 31 March 2015.
The majority of Emaar Misr’s credit facilities include change of control restrictions which require Emaar
Properties to not decrease its shareholding in Emaar Misr below 51%, failing which Emaar Misr may be
considered in default under the relevant credit facility.

56
The following table sets Emaar Misr’s finance costs for the three months ended 31 March 2015 and 2014
and the years ended 31 December 2014, 2013 and 2012:

Three months Year ended


ended 31 March 31 December2012
2015 2014 2014 2013
EGP US$(1) EGP EGP EGP EGP
(millions)
Interest on bank credit facilities and loans . . . . . . . . . . . . . . . . . . 2.7 0.4 6.4 22.0 28.5 25.4
Loan arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1 0.0 3.9 3.6
Bank charges related to borrowings . . . . . . . . . . . . . . . . . . . . . . . 0.5 0.1 1.9 5.0 6.9 6.6
Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 0.2 0.5 0.7 0.5
Net foreign exchange (gains)/losses . . . . . . . . . . . . . . . . . . . . . . . (1.5) (0.2) 11.9 84.4 170.0 77.4
Finance cost expensed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7 0.2 21.4 111.9 210.0 113.5
Finance cost capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.6 5.7 80.3 218.2 351.3 319.6

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

Other Capital Expenditures


Other capital expenditures are expenditures that result in the acquisition of or addition to investments in
property, plant and equipment. See Note 14 to the Annual Financial Statements and Note 13 to the
Interim Financial Statements included elsewhere in this Offering Memorandum.
Other capital expenditures during the three months ended 31 March 2015 amounted to EGP 12.4 million
reflecting primarily assets that were not completed (capital work in progress) of EGP 8.8 million and the
purchase of computers and office equipment of EGP 2.2 million, motor vehicles of EGP 0.5 million and
furniture and fixtures of EGP 0.5 million.
Other capital expenditures during the year ended 31 December 2014 amounted to EGP 70.9 million
reflecting primarily assets that were not completed (capital work in progress) of EGP 41.5 million and the
purchase of computers and office equipment of EGP 10.4 million, model homes, sales centres, mockup and
other assets of EGP 6.6 million and motor vehicles of EGP 5.5 million.
Other capital expenditures during the year ended 31 December 2013 amounted to EGP 91.2 million
reflecting primarily assets that were not completed (capital work in progress) of EGP 64.3 million and the
purchase of additional computers and office equipment of EGP 8.1 million, the purchase of motor vehicles
of EGP 5.6 million and expenditure relating to model homes, sales centres, model furniture and other
assets EGP 5.6 million.
Other capital expenditures during the year ended 31 December 2012 amounted to EGP 74.9 million
reflecting primarily assets that were not completed (capital work in progress) of EGP 29.6 million and the
purchase of additional computers and office equipment EGP 9.8 million and motor vehicles of
EGP 9.2 million, expenditures relating to the acquisition of land and buildings of EGP 8.2 million, plant,
machinery and heavy equipment of EGP 7.7 million and expenditure relating to model homes, sales
centres, model furniture and other assets of EGP 7.4 million.

57
Contractual Commitments
The following table sets forth Emaar Misr’s contractual obligations and commercial commitments as of
31 March 2015 that are expected to have an impact on liquidity and cash flow in future periods.

Payments due by period


Less than one One to five More than
year years five years Total
EGP US$(1) EGP US$(1) EGP US$(1) EGP US$(1)
(millions)
Credit facilities . . . . . . . . . . . . . . . . . . . . . . . . 611.5 80.1 — — — — 611.5 80.1
Accounts payable and accruals . . . . . . . . . . . . . 1,551.7 203.3 — — — — 1,551.7 203.3
Land purchase liabilities . . . . . . . . . . . . . . . . . 314.4 41.2 643.3 84.3 — — 957.7 125.5
Retention payable . . . . . . . . . . . . . . . . . . . . . . 144.7 19.0 63.5 8.3 — — 208.2 27.3
Borrowings from related parties . . . . . . . . . . . . 4.7 0.6 — — — — 4.7 0.6
Due to related parties . . . . . . . . . . . . . . . . . . . 6.7 0.9 — — — — 6.7 0.9
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,633.7 345.0 706.8 92.6 — — 3,340.5 437.6

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

Delivery commitments and backlog


The following table sets forth certain information relating to delivery commitments of residential units and
serviced and branded apartments in the future as of 31 March 2015.
As of 31 March 2015
Project Uptown Project Project
Cairo Marassi Mivida

Villas . . . . . . .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25% 7% 31%


Townhouses . .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1% 3% 29%
Apartments . .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55% 4% 35%
Mixed . . . . . .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20% 86% 5%
Total Units to Be Delivered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 896 1,188 2,592
Total GFA of Units to Be Delivered(1) (m2) . . . . . . . . . . . . . . . . . . . 286,339 420,276 749,874

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

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

Contingent Obligations and Contingent Liabilities


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

Off-Balance Sheet Arrangements


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

58
Emaar Misr has two letters of guarantee with a fully cash-covered margin recorded under other
receivables.

Quantitative and Qualitative Disclosures about Market Risk


Credit risk
Credit risk is the risk of financial loss to Emaar Misr if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. Emaar Misr is exposed to credit risk principally from its
receivables from customers, other receivables and from its financing activities, including deposits with
banks and financial institutions.
Emaar Misr’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. The demographics of Emaar Misr’s customer base, including the default risk of the industry and
country, in which customers operate, has less influence on credit risk. Emaar Misr earns its revenues from
a large number of customers.
Emaar Misr has entered into contracts for the sale of residential and commercial units on an instalment
basis. The instalments are specified in the contracts. Emaar Misr is exposed to credit risk in respect of
instalments due. However, the legal ownership of residential and commercial units is transferred to the
buyer only after all the instalments are recovered. In addition, instalment dues are monitored on an
on-going basis with the result that Emaar Misr’s risk of bad debt is not significant.
With respect to credit risk arising from the other financial assets of Emaar Misr, which comprise bank
balances and cash, financial assets at amortised cost, Emaar Misr’s exposure to credit risk arises from
default of the counterparty, with a maximum exposure equal to the carrying amount of these assets. Credit
risk from balances with banks and financial institutions is managed by Emaar Misr’s treasury in accordance
with Emaar Misr’s policy. Emaar Misr limits its exposure to credit risk by only placing balances with banks
of good repute. Given the profile of its bankers, management does not expect any counterparty to fail in
meeting its obligations.
Concentrations arise when a number of counterparties are engaged in similar business activities, or
activities in the same geographical region, or have economic features that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic, political or other conditions.
Concentrations indicate the relative sensitivity of Emaar Misr’s performance to developments affecting a
particular industry. In order to avoid excessive concentration of risk, Emaar Misr’s policies and procedures
include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations
of credit risks are controlled and managed accordingly.

Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Emaar Misr’s exposure to the risk of changes in market
interest rates relates primarily to Emaar Misr’s long-term debt obligations with floating interest rates and
interest bearing time deposits.
Interest on financial instruments having floating rates is re-priced at intervals of less than one year. Emaar
Misr manages its interest rate risk by having a balanced portfolio of variable rate loans and borrowings.
The following table sets forth the sensitivity to a reasonably possible change in interest rates with all other
variables held constant, of Emaar Misr’s profit before tax (through impact on floating rate borrowings).
There is no impact on Emaar Misr’s equity other than the profit impact stated below.

Year ended 31 December


2014 2013 2012
Effect on profit Effect on profit Effect on profit
Change before tax Change before tax Change before tax
in rate EGP in rate EGP in rate EGP

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


ᎈ1% (5,130,000) ǁ1% (818,000) ǁ1% —
Financial liability . . . . . . . . . . . +1% (1,435,933) +1% (3,122,392) +1% (2,826,095)
ᎈ1% 1,435,933 ǁ1% 3,122,392 ǁ1% 2,826,095

59
Foreign currency risk
The following table sets forth the sensitivity to a reasonably possible change in US$, EGP and euro
exchange rates, with all other variables held constant. The impact on Emaar Misr’s profit before tax is due
to changes in the value of monetary assets and liabilities. Emaar Misr’s exposure to foreign currency
changes for all other currencies is not material.

Effect on Effect on Effect on


Change in profit before Change in profit before Change in profit before
Year ended 31 December US$ rate tax EGP AED rate tax EGP EUR rate tax EGP

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


ᎈ10% 2,035,914 ᎈ10% 789,778 ᎈ10% 135,129
2013 . . . . . . . . . . . . . . . . . . +10% (7,787,817) +10% (179,890,839) +10% —
ǁ10% 7,787,817 ǁ10% 179,890,839 ǁ10% —
2012 . . . . . . . . . . . . . . . . . . +10% (19,080,635) +10% (140,866,123) +10% —
ǁ10% 19,080,635 ǁ10% 140,866,123 ǁ10% —
Emaar Misr is also exposed to foreign exchange loss relating to a shareholder account currently in United
Arab Emirates Dirham and converted to equity.

Liquidity risk
Liquidity risk is the risk that Emaar Misr will not be able to meet its financial obligations as they fall due.
Emaar Misr monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool
considers the maturity of its financial assets (such as trade receivables, other financial assets) and projected
cash flows from operations.
The cash flows, funding requirements and liquidity of Emaar Misr are monitored by local company
management supported by the Principal Shareholder. Emaar Misr’s objective is to maintain a balance
between continuity of funding and flexibility through the use of bank overdrafts, bank borrowings and
finance lease contracts. Emaar Misr manages liquidity risk by maintaining adequate reserves, banking
facilities and borrowing facilities, by continuously monitoring forecasted and actual cash flows and
matching the maturity profiles of financial assets and liabilities. As of 31 March 2015, Emaar Misr had
sufficient cash on demand to meet expected operational expenses, including the servicing of financial
obligations.

Critical Accounting Policies


The Financial Statements have been prepared in accordance with IFRS. Emaar Misr has identified its
revenue recognition policy and costs of sales recognition policy, as discussed above in ‘‘—Factors Affecting
Results of Operations’’, as critical to its business and results of operations. These accounting policies are
both important to the portrayal of the reported performance and financial position and require
Management’s most subjective or complex judgments, often as a result of the need to estimate the effects
of matters that are inherently uncertain. The impact and risks associated with these critical accounting
policies on Emaar Misr’s business operations are discussed throughout this discussion and analysis where
such policies affect the reported and expected financial results. For a detailed discussion of the application
of these and other significant accounting policies, see Notes 2.4 and 2.5 to the Annual Financial
Statements included elsewhere in this Offering Memorandum.
The preparation of the Financial Statements requires Management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date
of the Financial Statements, and the reported amounts of revenues and expenses during each reporting
period. Management bases its estimates and assumptions on historical experience where applicable and
other factors believed to be reasonable under the circumstances. Management cannot offer any assurance
that the actual results will be consistent with these estimates and assumptions.

Future Accounting Changes


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

60
IFRS 15, Revenue from Contracts with Customers
New standard on revenue recognition, superseding IAS 18 Revenue, IAS 11 Construction Contracts and
related interpretations.
IFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers.
Under IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entity
expects to be entitled in exchange for transferring goods or services to a customer. The principles in
IFRS 15 provide a more structured approach to measuring and recognising revenue. The new standard is
applicable to all entities and will supersede all current revenue recognition requirements under IFRS.
Either a full or modified retrospective application is required for annual periods beginning on or after
1 January 2017 with early adoption permitted.
Emaar Misr has elected to start applying IFRS 15 from 1 January 2016. Under IFRS 15, Emaar Misr will
use a ‘percentage-of-completion method’ to determine the appropriate amount of revenue to be
recognised over the period of the contract rather than at the time of delivery of sold units.

IFRS 8 Operating Segments


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

IAS 24 Related Party Disclosures


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

IFRS 3 Business Combinations


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

IFRS 13 Fair Value Measurement


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

IAS 40 Investment Properties


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

IFRS 14 Regulatory Deferral Accounts


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

61
DESCRIPTION OF EMAAR MISR
The following discussion of the Company should be read in conjunction with the information relating to Emaar
Misr’s business in the sections titled ‘‘Operating and Financial Review’’, ‘‘Risk Factors’’, ‘‘Material Contracts’’,
‘‘Certain Relationships and Related Party Transactions’’ and other information about Emaar Misr included
elsewhere in this Offering Memorandum. This description contains forward-looking statements that involve risks
and uncertainties. Emaar Misr’s actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors including, but not limited to, those discussed in ‘‘Forward-
Looking Statements’’, ‘‘Presentation of Operating and Other Information’’ and ‘‘Risk Factors’’.

Overview
Emaar Misr is a leading real estate developer in Egypt focusing on premium-quality master-planned
lifestyle communities in prime locations that are anchored by landmark developments.
Emaar Misr has a strong portfolio of developments distributed among three projects under development
and a plot of undeveloped land in prime locations in East, West and Central Cairo as well as the North
Coast:
• Project Uptown Cairo is a 4.5 million square metre project under development designed to be a
mixed-use development in Central Cairo situated at the highest point in the city, built 200 metres
above sea level with easy accessibility from East, West and Central Cairo. Project Uptown Cairo has
the potential to become a new iconic city centre in Cairo. The project has been designed by world-
class architects and designers and is expected to be the first gated, integrated community project in
Central Cairo offering a wide range of amenities, including world-class shopping centres, a business
park, hotels, a spa, an 18-hole golf course and club house. Project Uptown Cairo will be home to
Emaar Misr’s flagship development, Emaar Square, a world-class shopping, residential, leisure and
entertainment complex comprising an open-air retail mall and office space designed to attract global
brands and leading local and international companies, a five star and a five-plus-star hotel, including
the first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art entertainment and leisure
centre.
• Project Marassi is a 6.5 million square metre project under development that is expected to become a
year-round resort situated in a prime location in one of the most attractive stretches of the North
Coast with easy accessibility from local and international airports. Project Marassi is designed to
feature a fully-integrated resort community, retail space, twelve anchor hotels, including three
boutique hotels, an 18-hole golf course with a golf academy and clubhouse and a 250 slip yacht
international marina inspired by the French Riviera which, due to its unique location and features, is
difficult to replicate in the region and is therefore expected to transform the area into a premier
international tourist destination. The Marassi Marina is designed to be integrated with customs and
immigration approvals for ease of access and benefits from a unique location and unmatched climate
along one of the most beautiful coastlines in the Mediterranean.
• Project Mivida is a 3.7 million square metre project under development designed to be a fully-
integrated ecologically friendly and energy-efficient community with lush landscapes in a strategic
location in New Cairo City. It is strategically located on New Cairo’s main road and is in close
proximity to the American University in Cairo and Cairo International Airport. Designed by world-
class architects and designers, Project Mivida is expected to be a fully-fledged family-oriented, leisure
and work destination featuring a range of amenities, including a business park, educational, sports and
leisure facilities and a 33-acre central park. Project Mivida will feature Mivida Downtown, a boulevard
shopping area featuring international and local brands strategically located in the centre of New Cairo
City. Mivida Downtown was designed to comprise wide pedestrian streets, water features, full
spectrum dining and easy accessibility to the town centre with multiple access points combining to
provide an unrivalled experience to visitors.
• Cairo Gate is a plot of land of approximately 0.6 million square metres in 6th of October City with
frontage of the Cairo-Alexandria Desert highway, an area with limited land offerings, which makes
Cairo Gate a strong value proposition.
As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number of
residential units delivered amounted to 4,676 and 1,850 (including serviced and branded apartments),
respectively. Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion
compared to EGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014

62
amounted to EGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013, which in turn was
an increase of 27% compared to EGP 3.3 billion in 2012. Emaar Misr’s total revenue amounted to
EGP 751.5 million for the three months ended 31 March 2015, EGP 2.6 billion for the year ended
31 December 2014, EGP 1.2 billion for the year ended 31 December 2013 and EGP 0.8 billion for the year
ended 31 December 2012.
In a market sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’s
share of total new net sales in Egypt increased from 10% in 2010 to 36% in 2014, which represents an
EGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew by
EGP 8.7 billion. Emaar Misr’s increase in sales during that period was partially the result of the brand’s
strength and Management’s confidence in continuing to invest, construct and deliver residential units
despite the unprecedented market conditions.

History
Emaar Properties PJSC, a premier Middle Eastern developer, founded Emaar Misr in 2005 as a joint
venture with a local partner, Artoc Group for Investment and Development S.A.E. In 2007, Emaar
Properties acquired the local partner’s 60% stake in Emaar Misr, thereby acquiring full ownership in the
company. Because Emaar Misr was not a party to the transaction, it did not record a cost for the
acquisition.
In order to implement Emaar Misr’s business strategy of creating master-planned lifestyle communities,
Emaar Misr acquired its first property, Uptown Cairo, in August 2005. In February 2006, it acquired the
land (through a tender process) that would later become Project Marassi. In 2006, Emaar Misr acquired
the Cairo Gate land plot in West Cairo. In September 2006, it acquired the Mivida land plot. In June 2007,
a platinum launch event (Marassi and Uptown Cairo), the first launch for Emaar Misr’s projects in Egypt,
took place. In February 2009, the initial launch of Project Mivida took place.

Corporate Structure
Emaar Misr has no subsidiaries.

Competitive Strengths
Emaar Misr believes it differentiates itself from its competition through the strength of the internationally
recognised Emaar brand, its strategically located land bank acquired at attractive rates, its offer of fully
integrated lifestyle communities of premium quality standards, its strong expertise across asset classes
leveraging Emaar Properties’ proven expertise and capabilities, and its retention of revenue generating
commercial assets.

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


Management believes that Emaar Misr operates in an attractive market with robust fundamentals
supporting further sustainable growth.
• Attractive demographic characteristics. All of Emaar Misr’s projects are located in Egypt, whose
population of 88 million is the largest in the MENA region and grew at a compound annual growth
rate of 2.5% between 2009 and 2014 (sources: Central Agency for Public Mobilisation and Statistics,
June 2014; Business Monitor International, March 2015). Cairo, which is Emaar Misr’s principal
target city for residential, retail and office projects, is the most populous city in the MENA region,
with more than 15.6 million people as of January 2015 (source: Demographia World Urban Areas:
11th Annual Edition, 2015) and one of the most densely populated metropolitan areas in the world.
According to Egypt’s Central Agency for Public Mobilisation and Statistics, as of January 2014, 60.9%
of the Egyptian population was below the age of thirty. These attractive demographics are expected to
be complemented by government initiatives to attract major foreign direct investment and to support
domestic confidence and purchasing power, which are expected to aid Egypt’s return to long-term
growth after a period of stagnation.
• Attractive economic environment. Management believes that the economic environment in Egypt will
lead to continued growth in demand for premium quality properties in Egypt. Egypt’s real GDP grew
at a rate of 2.2% and 2.1% in 2012 and 2013, respectively, with real GDP expected to further increase
by 2.2% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, the real GDP
growth rate is expected to further increase to 4.0% in 2015, 4.2% in 2016 and 4.4% in 2017 (source:

63
Economist Intelligence Unit, February 2015). Moreover, Egypt has experienced relatively high
inflation, with consumer prices increasing by 7.8% in 2012, 9.5% in 2013 and expected to increase by
10.1% in 2014 (source: Economist Intelligence Unit, February 2015). Going forward, high inflation in
Egypt is expected to continue in the following three years, with estimates of 9.5% in 2015, 8.7% in
2016 and 9.0% in 2017 (source: Economist Intelligence Unit, February 2015). Management believes
that high inflation rates combined with the relative absence of other investment opportunities should
encourage investment in quality real estate properties as a hedge against inflation.
• Increasing demand for premium residential properties. Management believes that Egypt’s attractive
demographic characteristics combined with increasing levels of disposable income will drive demand
for premium quality housing in and around Cairo as well as secondary homes located in attractive
locations on the North Coast, a segment that Emaar Misr targets through Project Marassi. Personal
disposable income (after taxes and deductions) in Egypt is expected to grow at a compound annual
growth rate of 13% between 2015 and 2017 compared to 10% from 2009 to 2014 (source: Economist
Intelligence Unit, February 2015). The favourable prospects for residential development are further
supported by the gradual increase in mortgage finance availability, which may increase the
accessibility of residential housing.
• Underserved retail market coupled with limited quality of offerings. The supply of high-quality retail
space in Cairo remains considerably limited with only 0.07 square metres of retail space per capita in
2013 and is significantly lower than other major cities in the MENA region (source: DTZ as of 2013).
By 2018, the GLA per capita in Cairo is expected to increase to 0.15 square metres per capita
reflecting an increase in purchasing power of the local population (source: DTZ, March 2015). Emaar
Misr intends to increase its presence in the retail segment going forward in an attempt to capitalise on
unmet demand for high-quality retail space. Management’s development plans encompass a target of
more than 250,000 square metres of retail GLA.
• Attractive prospects for office space. Although Management believes that office space has historically
been undersupplied in Egypt, economic growth in the country is expected to support long-term tenant
demand. According to Jones Lang LaSalle, Cairo’s office stock GLA in the fourth quarter of 2014 was
0.9 million square metres which is lower than in most other countries in the MENA region. The
market for office space has historically been concentrated in downtown Cairo with no recognised
central business district. Furthermore, the lack of office supply has led to the transformation of
previously residential properties into office space. Management believes that Emaar Misr is well
positioned to capture growth opportunities in this sector due to the strategic location of its projects in
and around Cairo where companies continue to search for new land plots to develop adjacent to
major transportation hubs. Management’s development plans encompass a target of more than
150,000 square metres of office GLA.
• Growing hospitality segment. Leveraging on the expected increase in demand for premium quality
hotels, secondary homes and growth of the internal and external tourism industry, Management’s
development plans include a target of 15 hotels, comprising approximately 4,000 hotel room keys and
serviced and branded apartments, most of which are expected to be part of Project Marassi located on
the North Coast. Emaar Misr intends to increase its investments in this segment where Management
believes there are significant growth opportunities.

Business model focused on integrated master plans supported by robust project development processes
Emaar Misr’s business model is to develop premium-quality master-planned lifestyle communities in prime
locations that are anchored by landmark developments. Management believes that Emaar Misr’s product
offering is differentiated by the quality and design of its projects combined with the flexibility under its
master plans to modify its projects, including the mix of properties, on an on-going basis in order to adapt
to prevailing and changing market trends and customers’ preferences.
• Rare offer of a dynamic portfolio of premium-quality move-in ready residential properties. Emaar Misr
offers premium-quality, fully-finished and move-in ready residential units (including apartments, twin
houses, town houses and villas) that cater to differing needs and various consumer price levels.
Management believes that this is a rare offer in the Egyptian real estate market currently dominated
by semi-finished residential properties.
• Anchored by landmark developments. Each project is designed to be anchored by a landmark
development comprising a wide range of amenities, such as golf courses, golf club houses, community

64
centres, central parks, sports and leisure centres, schools and medical centres, thereby creating
self-contained, fully-integrated master-planned lifestyle communities.
• Combined with robust project development processes across all stages of a project life cycle. Emaar Misr
relies on a well-proven and efficient development process from the initial stages of opportunity
identification to the delivery and completion of a project that is underpinned by an internal
operational structure designed to emphasise accountability and quality control. Throughout the
master planning phase, Emaar Misr focuses on delivering premium quality products consistent with
the Emaar brand name. As part of this process, Emaar Misr centralises the design and tender phases
with the aim of creating economies of scale that improve value across all of its projects. Emaar Misr
coordinates the launch of residential units with retail and office space, gradually increasing the supply
of residential properties to allow for the appreciation of home values and residential areas through
heightened visibility and availability of amenities. Following the delivery of residential units, Emaar
Misr retains control of the community and facility management function in order to manage the
customer experience and preserve the community environment.

Clearly differentiated portfolio of premium quality developments


Emaar Misr has a clearly differentiated portfolio of developments distributed among three projects under
development and a plot of undeveloped land.
• Project Uptown Cairo has the potential to become a new iconic city centre in Cairo. The project has
been designed by world-class architects and designers and is expected to be the only gated, integrated
community project in Central Cairo offering a wide range of amenities, including world-class shopping
centres, a business park, hotels, a spa, an 18-hole golf course and a club house. Project Uptown Cairo
will be home to Emaar Misr’s flagship development, Emaar Square, a world-class shopping,
residential, leisure and entertainment complex comprising an open-air retail mall and office space
designed to attract global brands and leading local and international companies, a five star and a
five-plus-star hotel, including the first ‘‘The Address’’ branded hotel in Cairo and a state-of-the-art
entertainment and leisure centre. See ‘‘—Projects under Development—Project Uptown Cairo’’.
• Project Marassi is designed to feature a fully-integrated, exclusive resort community, retail space,
twelve anchor hotels, including three boutique hotels, an 18-hole golf course with a golf academy and
clubhouse and a 250 slip yacht international Marina inspired by the French Riviera which, due to its
unique location and features, is difficult to replicate in the region and is therefore expected to
transform the area into a premier international tourist destination. The Marassi Marina is designed to
be integrated with customs and immigration approvals for ease of access and benefits from a unique
location and unmatched climate along one of the most beautiful coastlines in the Mediterranean. See
‘‘—Projects under Development—Project Marassi’’.
• Project Mivida is designed as a community development with environmentally friendly components
and green landscapes and amenities that are planned to cover more than 80% of the project’s land.
Project Mivida is designed to feature Mivida Downtown, a boulevard shopping area featuring
international and local brands strategically located in the centre of New Cairo City. Mivida Downtown
is designed to comprise wide pedestrian streets, water features, full spectrum dining and easy
accessibility to the town centre with multiple access points combining to provide an unrivalled
experience to visitors. See ‘‘—Projects under Development—Project Mivida’’.

Retain most commercial assets to optimise future revenue streams and cash flows
Emaar Misr’s business model is to continue to build a portfolio of residential properties for sale while
growing its presence in the premium retail, hospitality and office segments through ownership of
investment properties that are leased to tenants. Premium quality retail and hospitality properties are
planned across all projects while office properties are planned for Project Uptown Cairo and Project
Mivida. As of the date of this Offering Memorandum, Emaar Misr has launched its first shopping mall
(MPorium in Project Marassi) and has sold serviced and branded apartments in Project Marassi.
Emaar Misr’s business model is designed to allow it to capture growth opportunities in different market
segments and, by retaining control over its commercial properties, to enable it to manage the mix of
occupants and retailers to better reflect consumer preferences and adapt to changes in the market.
Management believes that this strategy will improve the breadth and stability of Emaar Misr’s revenue

65
streams and cash flow in the medium term by including sustainable rental income, therefore allowing
Emaar Misr to achieve a more diversified revenue profile over the medium to long term.

Resilient and cash generative financial model


As of 31 March 2015, the cumulative number of residential units sold for future delivery and the number of
residential units delivered amounted to 4,676 and 1,850 (including serviced apartments), respectively. As of
31 March 2015, cumulative net sales since inception amounted to EGP 23.9 billion, the cumulative amount
of collections amounted to EGP 11.0 billion and the cumulative amount of revenue amounted to
EGP 6.1 billion. Emaar Misr’s net sales, revenue and collections increased in 2012, 2013 and 2014 despite
recent political and economic changes in Egypt. Management believes that the decision to continue
construction and development across all projects during that time further enhanced Emaar Misr’s
credibility in the local market and reinforced its position as a leading real estate developer in Egypt while
providing it with the ability to achieve favourable pricing of its properties.
Emaar Misr’s net sales for the three months ended 31 March 2015 were EGP 2.0 billion compared to
EGP 1.0 billion for the three months ended 31 March 2014. Emaar Misr’s net sales for 2014 amounted to
EGP 7.1 billion, an increase of 71% compared to EGP 4.2 billion in 2013 and EGP 3.3 billion in 2012. In a
market sample comparing Emaar Misr to certain listed Egyptian real estate developers, Emaar Misr’s
share of total new net sales in Egypt grew from 10% in 2010 to 36% in 2014, which represents an
EGP 6.0 billion increase in Emaar Misr’s total new net sales in a market sample that grew by
EGP 8.7 billion. The strength and resilience of Emaar Misr’s brand is shown by the low number of
cancellations relative to annual net sales, with only EGP 32.4 million in cancellations compared to
EGP 2.0 billion in net sales for the three months ended 31 March 2015.
Emaar Misr’s total revenue amounted to EGP 751.5 million for the three months ended 31 March 2015,
EGP 2.6 billion for the year ended 31 December 2014, EGP 1.2 billion for the year ended 31 December
2013 and EGP 0.8 billion for the year ended 31 December 2012. Gross margin was 30.0% for the three
months ended 31 March 2015 and 29.8%, 34.5% and 28.1%, for the years ended 31 December 2014, 2013
and 2012 respectively.
Emaar Misr’s cash flow management supports residential development funding in an efficient manner. It is
based on an off-plan sales model that is designed to provide Emaar Misr with cash inflow prior to the
commencement of construction combined with a coordinated phasing strategy aimed at timing the launch
and completion of its residential properties with the roll-out of retail, office and hospitality properties and
other amenities. As part of this business model, Emaar Misr develops infrastructure as an initial step in
development, including site grading, roads and utility networks, and combines it with the launch of certain
amenities at an early stage, which are designed to have a positive impact on the demand for and value of
the residential properties over time. For example, the beach club in Project Marassi and the golf clubhouse
in Project Uptown Cairo were completed prior to the delivery of the first residential units, allowing
prospective buyers to experience the quality of those amenities. Management believes that this approach
had a positive impact on the demand for residential units in those projects.

Dedicated and experienced management team


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

66
Benefit from ownership by the premier Middle Eastern developer
Management believes that Emaar Misr’s association with Emaar Properties, its controlling shareholder
and a leading real estate developer with cross-asset class expertise in the MENA region, is one of Emaar
Misr’s competitive advantages. Emaar Properties has led Emaar Misr through significant growth since 2005
during which time it provided Emaar Misr with highly valuable support, know-how, expertise and business
planning at each level of the project development life cycle, including distinctive development concepts,
premium quality properties, sophisticated planning and quality controls from the design phase through the
property management and maintenance phases. Emaar Properties’ reputation and experience are based on
its development of some of the most significant master-planned projects in the UAE, including Downtown
Dubai, Burj Khalifa, BLVD Heights, ‘‘The Address Dubai’’, Armani Hotel in Dubai, Arabian Ranches,
Emirates Living and Dubai Marina. These successful urban and resort destinations each contribute to
Emaar Properties’ status as one of the largest real estate developers globally by market capitalisation.
Following the Combined Offering, Emaar Misr expects to continue to benefit from the support and
expertise of Emaar Properties, which will remain Emaar Misr’s controlling shareholder. Furthermore,
Management believes that the long-standing experience and know-how of Emaar Malls Group (owner and
operator of Dubai Mall, the world’s largest shopping and entertainment destination and a member of the
Emaar Group) and Emaar Retail Group will be instrumental in developing and operating Emaar Misr’s
retail properties in Project Uptown Cairo and Mivida. Management also believes that the track record,
experience, brand name and operational excellence of Emaar Hospitality Group will provide strategic
value to the development and operations of ‘‘The Address’’ and ‘‘Vida’’ hotels across Emaar Misr’s
projects.

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

Customer centric strategy


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

Introducing innovative products and concepts


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

67
Maximising value from its property portfolio through dynamic phasing of launches
Emaar Misr intends to continue to implement a coordinated phasing strategy aimed at timing the launch
and completion of its residential properties with the roll-out of retail, office and hospitality properties and
other amenities, thereby allowing for a faster creation of thriving, fully integrated and self-contained
lifestyle communities. As part of this strategy, Emaar Misr intends to continue to sell fully-finished,
move-in ready residential properties in small units comprising completed villages and parcels within its
projects which are expected to act as a catalyst for incremental leasing demand through increased property
foot traffic in the projects. Furthermore, Emaar Misr plans to continue to launch certain amenities at an
early stage with the aim of having a positive impact on the demand for and value of the residential
properties over time while also building sales momentum. Management believes that the phasing strategy
will provide Emaar Misr with the flexibility needed to respond efficiently to changes in the Egyptian real
estate market and changing consumer preferences by allowing Emaar Misr to tailor its products.

Adherence to premium quality standards


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

Retaining control of commercial assets


While historically the residential segment has been the core and primary focus of Emaar Misr, in the future
Emaar Misr intends to retain the ownership and lease the majority of its retail, office and hospitality assets,
including schools and hospitals while preserving flexibility to sell selected commercial assets depending on
prevailing market conditions. This strategy is designed to allow Emaar Misr to diversify its income streams
and improve cash flows by generating recurring rental income from commercial properties while retaining
quality control over its amenities. Emaar Misr’s target contribution from rental income is approximately
30-40% of total revenue. Emaar Misr expects that its effective management of commercial properties may
further appreciate residential property values.
In the medium to long term, Emaar Misr intends to develop more than:
• 6.2 million square metres of total GFA across all of its projects,
• 250,000 square metres of retail GLA across all of its projects,
• 150,000 square metres of office GLA in Project Uptown Cairo and Project Mivida, and
• 15 hotels, representing approximately 4,000 hotel room keys and branded and serviced apartments
across all of its projects.
In order to implement this strategy, Emaar Misr intends to rely on its strong market position, brand image,
execution capabilities, skills and a track record of successful sales as well as expertise and know-how of
Emaar Malls and Emaar Hospitality Group to seek leading global brands as anchor tenants for its projects.

Disciplined and highly selective approach to additional land bank acquisitions


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

68
return of approximately 16% and an achievable minimum gross margin of approximately 25%, with
particular attention to the availability of Cairo-based land plots. See ‘‘Important Note Regarding the Target
Rates of Return’’. For such acquisitions, Emaar Misr may selectively consider entering into joint ventures or
revenue sharing projects, while maintaining full management control over the projects.
Management believes that Emaar Misr has developed a rigorous, disciplined and highly selective land
acquisition methodology. Rooted in an analytical approach to decision making, the methodology
emphasises risk identification and mitigation, and screens for fundamental asset value with a high
risk-adjusted return potential. It is designed to enable Management to identify, evaluate and act upon land
acquisition and development opportunities based on a variety of indicators, including demand for
residential housing that exceeds available and expected supply, home affordability, and areas with
well-regarded educational systems and institutions, high educational attainment levels, accommodative
transportation infrastructure, proximity to major trade corridors, positive employment trends and diverse
employment bases.

Project Life Cycle


Emaar Misr manages in-house all stages of the development of its projects, from land acquisition to the
maintenance of completed properties.
The process begins with the identification and assessment of potential land plots for purchase. Land
determined to be suitable for acquisition must first pass through legal evaluations, marketing and sales
analyses and financial viability projections which are reviewed by multiple teams at Emaar Misr. In the
next step, the land enters the master planning phase where the theme and initial plans for the project are
outlined. If approved by the development division, the land enters the design phase where the overall
vision for the project is determined. If Management and the Board of Directors approve the design,
marketing and sales of units begin and construction and development contracts are awarded.
Emaar Misr has implemented a scalable management structure to execute its business model and manage
its projects. As of 31 March 2015, Emaar Misr employs approximately 426 employees. Where deemed
necessary, Emaar Misr selectively accesses supplemental input from outside professionals to benefit from
the input of third parties, some of whom are leaders in their respective fields. See ‘‘Management—
Management Structure’’ for a chart that sets forth the management structure and divisions of Emaar Misr.
The overall process can be broken down into the following key stages:

Project Assessment and Land Acquisition Strategy


Historically, Emaar Misr sought out potential opportunities in marketable regions in Egypt with a specific
focus on East and West Cairo. The initial stages of project development begin with the idea generation and
assessment of potential land acquisition opportunities. The general strategy for the land acquisition is
determined by the Managing Director of Emaar Misr after consultation with the Board of Directors.
Management seeks to identify and purchase land plots to either expand current projects or launch new
developments. To do this, Management relies on a number of channels to identify market opportunities,
including participating in government auctions and obtaining market intelligence developed through senior
management’s relationships and contacts. Historically, Emaar Misr has acquired land from the State,
State-owned companies and private parties.
The decision to invest in a particular land plot is guided by several factors. First, Management seeks large
plots suitable for master planning with individual exceptions for smaller high-quality locations. Emaar
Misr’s management, finance, legal and development teams perform the initial assessment of a property.
Initial assessment includes analysing a number of factors, such as the location of the land, potential
consumer demand, proximity to main development areas, accessibility and infrastructure availability, with a
particular focus on codes, limitations and regulations set by relevant government authorities. Subsequently,
the teams conduct preliminary due diligence on the land, including a conceptual planning, soil
investigation, land efficiency and usage, construction risk assessment and a feasibility study. In the
conceptual planning stage, the development division plans, creates and evaluates a development profile of
the planned project. The development division, in coordination with finance and business analysis
departments, undertakes a detailed analysis to determine the viability of the project and expected returns,
taking into consideration the respective acquisition cost, payment terms, hard and soft cost estimates and
the ability of the land to generate cash flow. Management targets projects that achieve an expected levered
internal rate of return of about 16% with minimum gross margin of about 25%. See ‘‘Important Note

69
Regarding the Target Rates of Return’’ and ‘‘Risk Factors—Risks Relating to Emaar Misr’s Business and
Industry—There can be no assurance that any targets, including Emaar Misr’s target levered project investment
rates of return, will be achieved’’. In the risk assessment stage, the management, finance, legal and
marketing departments evaluate the conceptual plan with a focus on potential barriers in the development
process. The conceptual plan and risk assessment ultimately lead to a detailed project viability analysis
which is designed to assess the likely returns of the project, the acquisition costs and payment terms in light
of the risk involved. Emaar Misr may also engage external market consultants, planning and design firms if
the initial assessment signals viability of the project from a financial and legal perspective.
The Board of Directors approve the final proposal for acquiring the land based on certain criteria,
including a minimum expected return on investment, the tax efficiency of the development, the legal
position with regard to the title and all necessary governmental authorisations. Upon approval by the
Board of Directors, the legal director coordinates and attempts to resolve any land ownership issues, with
the assistance of the legal and governmental relations department as needed. Emaar Misr then proceeds to
submit a bid in a tender process or otherwise seeks to acquire the land.
Depending on the available tax exemptions granted by law, Emaar Misr may enjoy certain tax exemptions
or moratoriums on payments for a set period of time. As of the date of this Offering Memorandum, the
Company’s activity of planning and establishment of urban communities and furnishing such communities
with the required utilities and services is tax exempt until 2018.

Master Planning
The master planning phase begins once the land is acquired. This stage of the process is designed to ensure
that the project will reflect the Emaar Misr brand and quality standards, which are checked on an on-going
basis by quality assurance and control teams at each stage in the development process. Emaar Misr
organises the master planning of its properties through a team of experienced in-house professionals who
strategically coordinate the process by outsourcing to external consultants and integrating their designs.
These professionals work directly with select external master planners, which have included Wimberly
Allison Tong & Goo and JZMK Partners. Additional external advisers consulted throughout the process
have included MVE & Partners, Inc, RTKL Associates, MACRO Consulting Group, AECOM Technology
Corporation, SB Architects, Genseler & Associates, Inc., Harradine Golf and Burton Architecture. The
master planning phase is led by the development department, chaired by the Chief Development Officer.
The department consists of development directors, senior managers and technical design directors,
together tasked with producing the master plan.
Emaar Misr also leverages its network and seeks advice from external consultants, design firms and others.
Typically, this involves consultation with various stakeholders, including relevant governmental bodies and
agencies (handling traffic, infrastructure), potential independent utility providers as well as architects and
designers. Management believes that this network helps Emaar Misr maintain and reinforce its brand
image of building high-quality fully-integrated master-planned lifestyle communities that conform to
international standards.
During this stage, the development team coordinates the process of planning out the property with the
finance, business analysis, sales and marketing divisions. The team creates a preliminary land development
strategy and vision which sets out key assumptions and the theme of the project including in relation to
land usage, density, infrastructure expenditures, potential amenities and utilisation of the land as well as
the overall concept, target market, architectural design and the expected timetable for development. The
strategy emphasises key features of the project, in accordance with the internal requirements for different
types of developments. Business analysis teams, in reliance on market research along with the sales team,
are consulted during this process to provide views with respect to the targeted segment, product mix and a
product brief, which includes descriptions of the amenities, style and finishes to the design. A preliminary
financial feasibility study and business plan further outline cash flow assumptions, cost estimates and
expected returns of the project. In the next step, the team creates a development brief that defines key
objectives of the development project in terms of scope, quality, cost and schedule.
The master plan requires approval from the respective executive design boards before the design stage
starts. Emaar Misr has three internal executive design boards responsible for (i) residential, (ii) retail and
commercial and (iii) hospitality properties, with specific standards for completing the design for each type
of property.

70
After receiving the approved master plan, the development director is responsible for the project master
schedule and the project master feasibility study. The governmental relations department, together with
the legal department, then submits the master plan to the relevant Egyptian legislative body to obtain
approvals of the master plan transportation, engineering and other stages.
The competent authority must approve the master plan and future amendments thereto, for any lands sold
to Emaar Misr. The competent authority for Project Mivida is NUCA, for Project Uptown Cairo is the
Governorate of Cairo, for Project Marassi is the Governorate of Matrouh together with the General
Authority for Tourism Development, and for Cairo Gate is the 6th of October City Authority. Generally,
the competent authority does not withhold approval unless the construction would violate building codes
or regulations and no legal exceptions are available. Under certain circumstances, the competent authority
may assess additional fees for amendments to the permitted use of land. For example, Emaar Misr paid
EGP 60 million to amend the utilisation purpose of certain areas of the Uptown Cairo master plan.

Design and Tender Process


Once the master plan is approved, the process enters into the design and tender phase. More detailed
feasibility studies are conducted during this phase and a revised budget for each project is prepared. A
design consultant and a cost consultant are hired to develop (in coordination with and under the guidance
of Emaar Misr’s development director) the concept design and cost plans, the schematic design and cost
plans and detailed design and early works plans.
Development designs include the number of residential phases, the number of residential units to be built
in each phase, the projected square metres for the project, cost projections and a projected timeline for
completion of the project with important milestones.
The tender process is based on a centralised approach with regard to tendering, procurement and contracts
related issues. It involves distribution of work across different contractors, suppliers, subcontractors and
service providers which allows Emaar Misr to strengthen its negotiating power through centralising the
procurement of materials and tendering of packages required for on-going works across the projects and
therefore to benefit from economies of scale.
Emaar Misr relies on leading regional and local contractors in the execution of its works for all business
segments. It also relies on international construction services companies, consultants and project managers
that are involved in the design and construction process including Turner, an internationally renowned
construction company and consultant and an affiliate of Emaar Misr. Once preliminary terms of the tender
are set out, Emaar Misr’s management approves contractors and a contract is prepared by the project
manager. The tender process for facility management and certain other tenders is conducted in-house.
The commercial department of Emaar Misr handles all procurement related tasks. Potential contractors
and consultants are chosen based on their previous experience with Emaar Misr and other firms, financial
and technical proposals submitted by them and feedback reports from third parties. Additionally, the
commercial department negotiates and procures materials for the construction teams, while also
monitoring the market for goods that could replace current supply streams or improve the quality or price
of deliverables.

Infrastructure Construction
Infrastructure construction is the initial step in the overall development of a project. It involves liaising
with the relevant government authorities and independent utility providers, undertaking works related to
site grading, utility networks (water and sewage), road construction, building water treatment plants,
pumping stations and electrical generation facilities. All works in this stage are planned and carried out in
accordance with applicable regulatory requirements and partially financed through residential pre-sales.
This stage is aimed at improving accessibility to the project, developing high-quality infrastructure,
planning and overall construction spending. In certain circumstances, Emaar Misr may elect to develop
certain amenities in early stages of a project in order to attract traffic to the site and help generate
demand. The infrastructure is usually developed in accordance with the development requirements and
can be amended during the construction phase based on actual sales patterns.

71
Marketing, Sales and Leasing
A marketing campaign begins with the preparation of marketing materials which are designed to
strengthen brand awareness and recognition of Emaar Misr’s properties. Emaar Misr has devoted in-house
public relations, media relations, marketing communications, digital marketing, customer relationship
management, event management and corporate social responsibility teams in charge of marketing
activities. According to AC Nielsen, Emaar Misr’s brand recognition and awareness was valued 3.5 on the
2013 Brand Equity Index, which was higher than many of its competitors in Egypt, and 98 on Total Brand
Awareness as of February 2014 (source: Emaar Misr Brand Health Tracker, February 2014).
Prices of units are determined by the development team, following input from the sales, business analysis,
marketing and finance departments and additional advice from external consultants. Price setting is based
on an analysis of the master plan, unit and phase location, survey of the surrounding areas and review of
competitor projects and pricing amongst other factors. Further reviews of prices are conducted prior to the
launch based on demand reports produced by the sales and marketing team. Unlike most real estate
developers in Egypt, Emaar Misr offers primarily fully finished units, which Management believes provides
Emaar Misr with a competitive advantage.
Senior management determines the size of the launch in terms of number and value of units released
based in part on precedent inventory levels from previous launches. Launch events for the residential
projects have historically been successful and positively impacted the demand for the properties. In the
past, approximately 80% of sales were generated at the launch events. As of 31 March 2015, Emaar Misr
has launched 41 residential villages with a 90% ratio of launched units to sold units. Once a project
launches, Emaar Misr uses an ‘‘off-plan’’ sales model that follows a phased approach to build sales
momentum and increase the value of the project. Approximately 90 representatives work full time on the
sale of units for Emaar Misr. They are located across Emaar Misr’s offices in Project Uptown Cairo,
Project Marassi, Project Mivida, Heliopolis and Mohandessin as well as Dubai to allow it to reach potential
clients outside of Egypt. Management incentivises these sales people with commissions based on source of
the sales, payment terms and stagnant inventory targets, among others.
Emaar Misr attempts to avoid excessive reliance on third parties, such as brokers, to conduct sales and
instead focuses on its capacity to manage the sales and leasing processes in-house. Emaar Misr’s sales in
2014 were completed through the following channels: marketing activities (approximately 32%), online
sales (approximately 33%), sales centres and teams (approximately 26%) and brokers and similar parties
(approximately 9%). The leasing department is responsible for the leasing of retail properties, and the
sales team is responsible for the sales of residential properties and the leasing of commercial properties.
Given Emaar Misr’s planned focus on retail and commercial properties going forward, these two business
segments are expected to become a core function in the future. Emaar Misr uses standardised policies and
procedures, standard lease contracts and criteria selection parameters that are developed by the Emaar
Malls Group to control risk in retail leases.
Emaar Misr has implemented a marketing system designed to increase sales and brand awareness by using
innovative promotional programmes. Emaar Misr markets itself through a variety of channels, including
community events, trade shows, formal programming, online companies, sales books and other print,
digital and televised media. Its Choose Your Neighbour programme allows existing customers to refer their
friends and family for the purchase of extended payment plan units in Emaar Misr’s various projects in
return for financial incentives. It also organises luxury community events with the aim of helping engage
target audiences and stimulate word of mouth and indirect sales. Emaar Misr has made presentations at
major local and international real estate developers’ trade shows as well. Emaar Misr also uses its online
presence and social media for marketing and has been recognised as a leader in online media. Emaar Misr
received the Pan Arab award for the most interactive real estate social media page and best developed real
estate website in the Middle East and Gulf Region for 2012 and 2013, respectively.
Emaar Misr uses a lead management system that is strictly monitored and controlled. Prospective
customers that indicate interest in the company through the internet or call centres typically receive
responses within hours. Furthermore, Emaar Misr polls current and prospective customers with surveys to
improve its marketing strategy with customer feedback.
Emaar Misr’s marketing strategy extends beyond the initial sale or lease of units and includes the entire
customer relationship cycle. Employees monitor customer satisfaction and service quality through
customer relationship management programmes. There is a strong focus on customer retention through

72
innovative programs like the ‘‘Emaar Privilege’’ rewards program and ‘‘We Care’’ communication channel
for existing and potential customers.

Sales and Leasing Terms and Financing Arrangements


Residential Sales
The majority of residential unit sales take place off-plan, typically following a phased approach once initial
construction work has commenced. Typically, at the time the contract is signed a 5% down payment is paid
with submission of post-dated cheques with an additional 10% down payment to follow. Residential
purchasers may choose between two instalment schedules to finance unit purchases. The first option allows
purchasers to pay the purchase price in full by the delivery date. The second option allows purchasers to
choose an extended payment schedule that continues after delivery of the unit, requiring 70-80% payment
prior to delivery with the remainder paid over one to three years. Extended options include an 18% annual
interest rate on the remaining portion, approximately equal to a 12% premium on the initial purchase
price. When a tenant is unable to meet its obligations under the contract, Emaar Misr may assess interest
charges on the amount due and, if further delay occurs, may terminate the contract with fees up to 20% of
the value of the contract. The rates of default by the purchasers were 1.48% during the three months
ended 31 March 2015, 1.27% during the year ended 31 December 2014, 2.17% during the year ended
31 December 2013 and 3.82% during the year ended 31 December 2012. Where customers transfer
ownership or resell units, Emaar Misr is entitled to a portion of the purchase price of the unit if it is not
fully paid or 2% if the unit is fully paid. Additionally, for semi-furnished units, Emaar Misr requires
residents to pay insurance deposits for timely completion of their furnishings.
The off-plan sales model allows Emaar Misr to pre-finance a significant portion of the cost of its projects,
which may include sales prior to the commencement of construction works. This allows Emaar Misr to
compensate for any unexpected shortfalls in profits by increasing the purchase price for the remaining
units.
Following completion of construction, Emaar Misr retains management of the day-to-day operations of the
common areas and infrastructure of its residential developments in order to assure on-going quality of
maintenance.

Customers
As of 31 March 2015, over 90% of Emaar Misr’s customers were Egyptian nationals, with the remainder
coming from Saudi Arabia, the UAE, Kuwait, the United States of America and other countries. Across
Emaar Misr’s properties, approximately 31% of customers were between ages 40 to 50, 23% of customers
were between ages 50 to 60 and 22% of customers were between ages 30 to 40. In terms of gender,
approximately 79% of customers were male and 21% were female. Approximately 86% of customers were
married with 13% single and the remaining widowed. Of the customers with children, approximately 40%
have two children, 32% have three children, 12% have four children and 11% have one child.
Approximately 47% of customers at Emaar Misr’s properties were self-employed, with 42% employed,
5% working as homemakers, 4% students and 1% retired. Only about 1% of customers were unemployed.
Furthermore, approximately 43% of customers earn a monthly income in the range of EGP 45,000 to
EGP 65,000 and 30% of customers earn a monthly income exceeding EGP 65,000.

Retail and Commercial Leases


As of 31 March 2015, Emaar Misr has leased 5,961 square metres of GLA in Projects Uptown Cairo,
Mivida and Marassi. The lease terms for retail shops and food and beverage outlets are expected to be
between three and five years, and anchor tenants may sign leases for periods up to nine years or longer
with registration of the lease. Comparatively, commercial leases are expected to be for 10 years with rent
escalation clauses included. Emaar Misr aims to use standardised lease agreements for tenants which may
be negotiated further on an individual basis.
The terms of lease agreements will require its retail tenants to pay a security deposit of up to 25% of the
basic rent and common areas and facilities fees, payable by the date of move-in. Commercial tenants will
be required to pay a security deposit of three months’ rental value and administrative and general
expenses. For long-term tenancies, cheques are required to be handed over to Emaar Misr at the beginning
of each subsequent year of tenancy. To pay leases, tenants in Egypt typically use a post-dated cheque
system under which payments are made quarterly. Lease agreements typically contain additional standard
terms and conditions defining the operational scope, rules and regulations associated with the premises,
grace periods for moving in and furnishing the occupancy, applicable law and franchise and agency rights
with appropriate approvals. In some instances, rent may be combined with a revenue sharing arrangement
with Emaar Misr.

73
Construction
Emaar Misr awards tenders and the construction of a project typically commences within six to 18 months
following the launch of a project. The projects department is managed by the Director of Projects and
overseen by the Managing Director. The projects department, together with the external project
management consultant and supervision consultant, are responsible for the supervision of the construction
process. The construction of all types of properties is outsourced to third parties and monitored by daily
and monthly reports highlighting progress and development. Compiled reports with critical issues are
reported to the Managing Director and Chief Development Officer on a monthly basis.
Standard payment terms for construction contracts include a 10-20% advance payment against bank
guarantees with monthly interim payments according to progress of works and payable within 40 days. A
5% deposit is released in two equal payments at substantial and final completion stages, with another 10%
revised contract sum as performance guarantees. Liquidated damages and penalties of up to 10% of the
contract value are assessed for contractor delays in meeting handover dates. Additionally, construction
contracts allow for a one year warranty on defects from handover dates, in which contractors must attend
to requests by Emaar Misr to correct any defects. Alternatively, Emaar Misr may correct defects and bill
this to contractor or deduct it from retained accounts with the contractor.

Delivery and Facility and Community Management


Once delivered to purchasers, the residential units are managed by Emaar Misr’s facility management
department. Its responsibilities include landscaping, irrigation and health and safety. The facility
management department seeks to ensure that Emaar Misr adheres to local regulations at all times. The
department also monitors incident and accident reporting and identifies hazards through internal risk and
environmental assessments. Facility and community management personnel inspect facilities for hazards
and safety compliance, and conduct internal audits to review quality, health, safety and environmental
measures.
Most community facilities are outsourced by Emaar Misr to facility and community management providers
which outsources those services to third-party service providers. The scope of those operations includes
maintenance of public areas and infrastructure which is primarily done through outsourcing engineering,
housekeeping, security and maintenance roles. Residential properties are managed by asset and facility
management whose responsibilities include maintaining the communities’ infrastructure networks. Office
and commercial properties are managed by Emaar Misr. Going forward, some of Emaar Misr’s retail
properties will be managed by Emaar Malls Group. Emaar Misr expects to contract experienced hospitality
companies for the operations of certain Emaar Misr hotels across all projects. The selection of a hospitality
operator is based on the development requirements and the envisaged hospitality offering style. Emaar
Misr Hospitality, a department of Emaar Misr, manages and maintains certain hospitality facilities,
including the club houses in Marassi and Uptown Cairo.
For sold properties (residential and offices), Emaar Misr collects a non-refundable maintenance deposit
placed into an interest bearing account. Interest realised on this deposit is used to pay maintenance
charges. For residential units, the deposit is based on a percentage of the unit price, and this percentage
fee varies depending on the type of property, ranging from 4% to 8%. Fees for leased property are based
on a fixed fee and a variable fee per square metre. When maintenance charges exceed the amount of a
client’s interest realised on their account, Emaar Misr may collect directly from the deposit and invoice
owners accordingly.

Business Lines
All of Emaar Misr’s projects under development include residential units, retail properties and hospitality
areas. Uptown Cairo and Mivida will also contain commercial spaces.

Residential
Residential properties comprise villas, townhouses and apartments forming high-quality fully integrated
master-planned communities. Emaar Misr aims to develop approximately 26,400 residential units
representing approximately 5.0 million square metres of the planned total Gross Floor Area by 2026.

74
The following table sets forth the total number of units sold, total sales of residential units and the amount
of collections and cancellations (excluding non-residential units) for the three months ended 31 March
2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:

Three months ended 31 March Year ended 31 December


2015 2014 2014 2013 2012

Total number of
residential units sold . 320 237 1,649 1,335 1,072
Total cumulative
number of residential
units sold(1) . . . . . . . . 6,526 4,794 6,206 4,557 3,222
Total net sales of
residential units
(EGP)(1) . . . . . . . . . . 2,013,094,481 990,247,155 6,942,275,258 4,077,454,376 3,197,951,752
Collections
Annual (EGP billion) 0.8 0.5 3.0 1.6 1.0
Cumulative (EGP
billion) . . . . . . . . . 11.0 7.6 10.1 7.1 5.5
Cancellations(2)
(EGP million) . . . . . . 32.4 19.2 215 136 128

Notes:
(1) For the period. Excludes serviced apartments.

(2) Excludes terminations.

Retail
Retail properties will comprise shopping malls and retail stores. Emaar Square in Uptown Cairo is
designed to be Emaar Misr’s first major retail development, followed by major retail centres in Downtown
Mivida and Marassi Marina. In an attempt to increase income-generating assets and recurring income,
Emaar Misr intends to maintain ownership of those properties and lease the space to tenants. In 2014,
Emaar Misr launched its first shopping mall (MPorium) in Project Marassi. Retail properties are expected
to comprise approximately 0.35 million square metres of the planned total GFA. Management expects
certain tenants to anchor the retail areas. The term ‘‘anchor tenant’’ is not strictly defined by Emaar Misr,
but factors that determine whether a tenant anchors an area include size of occupancy, brand, function and
products or services sold.

Office
Office properties will comprise multi-tenant office properties in Uptown Cairo and Mivida that are
expected to cater to a range of local and multinational corporations. In an attempt to increase income-
generating assets and recurring income, Emaar Misr intends to maintain ownership of the properties and
lease the space to tenants. Office properties are expected to comprise approximately 0.21 million square
metres of the planned total GFA.

Hospitality
Emaar Misr aims for hospitality properties to comprise a target of 15 hotels across Emaar Misr’s three
projects: 12 anchor hotels, three of which will be boutique hotels and one associated with a golf course, in
Project Marassi, two hotels are planned for Project Uptown Cairo and one hotel is planned for Project
Mivida. Emaar Misr intends to sell the plot of land of 13,980 square metres in Project Mivida on which the
hotel is planned to be located. Hotels are designed to comprise serviced apartments, located within the
premises of the hotel, furnished and finished according to the guidelines of the hotel operator.
Hospitality developments are expected to comprise approximately 4,000 keys consisting of hotel rooms and
serviced and branded apartments. Hotels are designed to comprise a total of 2,720 rooms (Project Uptown
Cairo: 280 rooms, Project Mivida: 180 rooms and Project Marassi: 2,260 rooms).
As of the date of this Offering Memorandum, Emaar Misr operates one hotel (El Alamein) at Marassi
with 130 keys and 14 villas. In summer 2014, Emaar Misr launched serviced and branded apartments at

75
‘‘The Address’’ hotel, with a target 49 hotel room keys, 68 serviced apartments and 20 branded apartments
(of which 44 serviced and branded apartments have been sold).
In addition, Emaar Misr expects to develop golf courses, educational and medical centres in some of its
fully integrated master-planned communities. These additions are expected to further enhance the value of
the properties and to improve the overall marketability to customers.
As of the date of this Offering Memorandum, Emaar Misr’s business lines of retail, commercial and
hospitality do not meet the criteria under IFRS 8 required for reporting segments, and as such, are not
separately disclosed in the Financial Statements. Consequently, all revenues of Emaar Misr in the three
months ended 31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012 were
reported under one segment in the Financial Statements and related primarily to revenue from sales of
residential properties. Management expects that in the future the retail, commercial and hospitality
segments will meet the criteria and be identified as separate reporting segments in accordance with IFRS 8
in addition to the residential segment.

Description of Projects
Emaar Misr currently has three property developments under construction and a plot of undeveloped land.
Emaar Misr’s properties are strategically located in East, West and Central Cairo as well as on the North
Coast.
The following table sets forth certain key information and metrics relating to Emaar Misr’s projects as of
31 March 2015:
Projects under Development Undeveloped Land
Uptown Cairo Marassi* Mivida Cairo Gate
Location . . . . . . . . . . . . . . . . . . . . Mokattam in North Coast on New Cairo City in 6th of October City
Central Cairo the Mediterranean East Cairo on Cairo’s West
Sea Axis
Primary Use . . . . . . . . . . . . . . . . . . Residential and Resort Residential and Mixed-Use
Mixed-Use Mixed-Use
Total Land Area(1) (million m2) . . . . . . 4.5 6.5 3.7 0.6
Target GFA(2)(3) (million m2) . . . . . . . . 2.0 2.4 1.8 —
Residential GFA (million m2)(2)(3) . . . 1.6 2.0 1.5 —
Retail GFA (m2)(2)(3) . . . . . . . . . . . 209,000(4) 43,300 96,000 —
Office GFA (m2)(2)(3) . . . . . . . . . . . 98,000 — 116,000 —
Hospitality GFA (m2)(2)(3) . . . . . . . . 79,000 393,000 10,000 —
Other GFA (m2)(2)(3) . . . . . . . . . . . 26,000 25,000 106,000 —
GFA Sold as a Percentage of Target
GFA(2) . . . . . . . . . . . . . . . . . . . . 19% 28% 48% —
Residential
Target Number of Residential
Units(3)(5) . . . . . . . . . . . . . . . . . 7,994 13,097(6) 5,357 —
Number of Residential Units
Launched(5) . . . . . . . . . . . . . . . 1,367 2,672 3,095
Number of Residential Units Sold as
Percentage of Total Launched
Units(5) . . . . . . . . . . . . . . . . . . 89.0% 82.8% 98.6% —
Sold Residential GFA (million m2)(2) . 0.4 0.7 0.9 —
Cumulative net sales since inception
(EGP billion) . . . . . . . . . . . . . . 5.0 9.5 9.5 —
Retail
Target Retail GLA (m2)(3)(7) . . . . . . . 156,504 32,318 78,037 —
Launched Retail GLA (m2)(7) . . . . . . — 4,686 —
Office
Target Office GLA (m2)(3)(7) . . . . . . . 83,102 — 88,040(8) —
Launched Office GLA (m2)(7) . . . . . . — — 19,810
Hospitality
Target Number of Hotels(3) . . . . . . . 2(9) 12(10) 1(11) —
Target Number of Keys(3) . . . . . . . . c.600 c.3,250 —
Amenities . . . . . . . . . . . . . . . . . . . Golf course, club Golf course and Clubhouse, —
house, sports club, beach clubhouse, Downtown Mall
school and Emaar Marina and Central Park
Square

76
Projects under Development Undeveloped Land
Uptown Cairo Marassi* Mivida Cairo Gate
Landmark Development . . . . . . . . . . Emaar Square Marassi Marina Mivida Downtown —
Construction Commencement Date . . . 2007 2008 2009 Master Planning
Phase
Expected Construction Completion Date 2026 2024 2021 —
Percentage owned (%) . . . . . . . . . . . . 100% 100% 100% —
Tax Holidays . . . . . . . . . . . . . . . . . No Exempt until 2018 Exempt until 2018 —
DTZ Valuation(12) . . . . . . . . . . . . . . . EGP 6,897,630,000 EGP 8,916,800,000 EGP 6,650,650,000 EGP 962,940,000
Total Remaining Estimated
Investment(13) (EGP) . . . . . . . . . . . 28.4 billion 26.2 billion 10.5 billion —
Investment(14) (EGP) . . . . . . . . . . . . 3.6 billion 5.8 billion 3.7 billion 0.2 billion

Notes:
* Excluding the South Land plot in Project Marassi comprising a residential area (gross land area of approximately 29,678 square
metres, target GFA of 50,064 square metres and planned to include 616 apartments) and a commercial area (gross land area of
approximately 38,456 square metres, target GFA of 53,573 square metres and target GLA of 44,307 square metres (serviced
apartments)).
(1) Land area acquired.
(2) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floor
level, including terraces and roof terraces.
(3) Approximations based on management plans. Hospitality segments include GFA of serviced apartments. Development plans
are subject to changes within the limit imposed by each ministerial decree. No assurance can be given that current plans will be
consistent with product mix actually being launched in the future.
(4) Excludes Project Uptown Cairo clubhouses of approximately 5,100 square metres.
(5) Excludes serviced and branded apartments.
(6) Number subject to approval on height extension.
(7) Gross Leasable Area (GLA) is defined as the gross surface area available for leasing, expressed in thousands of square metres.
(8) 870,526 square metres have been launched and 851,686 square metres have been sold (excluding offices).
(9) Excludes no build zone and spa land hotels that are still in early planning stages.
(10) Excludes three boutique hotels and serviced apartments. Includes El Alamein hotel which is the only operational hotel of
Emaar Misr as of the date of this Offering Memorandum.
(11) Emaar Misr intends to sell the plot of land of 13,980 square metres on which the hotel is planned to be located.
(12) Valuation is based on DTZ’s estimates as of 31 December 2014. Cairo Gate valuation is based on the assumption that a portion
of the land area will not be expropriated for public use. For more information on project valuation, see ‘‘Valuation Report’’.
(13) Defined as sum of estimated hard cost, estimated soft cost, estimated land cost, finance cost and estimated infrastructure costs
less investment to date.
(14) As of 31 March 2015. Defined as sum of development properties and cost of sales less infrastructure provision.

Projects under Development


Project Uptown Cairo
Emaar Misr is in the process of developing Uptown Cairo, designed as the first integrated community
development in Central Cairo. Uptown Cairo’s master plan features Emaar Square, which is expected to
be the first outdoor retail and lifestyle venue of its kind in Egypt and one of the largest open air malls in
the Middle East.
Uptown Cairo is located in Mokattam, Central Cairo across 4.5 million square metres of land. The project
is located on scarce land at the highest point in Central Cairo, approximately 200 metres above sea level,
overlooking Cairo and providing a panoramic view of the city. Project Uptown Cairo has the potential to
become a new iconic city centre in Cairo. Wimberly Allison Tong & Goo developed the master plan for the
project. Uptown Cairo features residential areas, a school, medical centres, a business park, hotels, retail
stores, leisure developments and an 18-hole golf course. Emaar Drive, a three-lane highway, facilitates easy
access to Uptown Cairo from East, West and Central Cairo, and a network of new roads under
construction are expected to increase accessibility to and within Uptown Cairo.
Emaar Misr acquired the land from El Nasr Company for Housing and Development (‘‘El Nasr
Company’’) in August 2005 and construction commenced in 2007. Subject to the payment of an additional
EGP 19 million for an increase in the land area as per a survey report, Emaar Misr has paid the purchase
price in full. Title to the land has not yet been registered to Emaar Misr and Emaar Misr is in the process
of registering the land in coordination with the seller and the Governorate of Cairo. See ‘‘Risk Factors—

77
Risks Relating to Emaar Misr’s Business and Industry—Developers, including Emaar Misr, face legal
complexities and uncertainties in obtaining, retaining and enforcing title to land in Egypt’’ and ‘‘Material
Contracts—Land and Property Contracts—Uptown Cairo: Preliminary Sale Agreement’’. The master plan for
the project was approved in 2008.
In June 2007, the Uptown Cairo sales centre opened along with the Street of Dreams, featuring fully
furnished model homes. Sales of residential units began in 2007 during the Platinum Launch of Uptown
Cairo and Marassi. The award-winning Golf Club-House opened in 2011. Management expects the first
nine holes of the golf course to be operating in 2016 with the remainder to open by the end of 2019.
Delivery of residential units began at the end of 2012. As of 31 March 2015, Emaar Misr has delivered 320
residential units, representing approximately 79,131 GFA.
The following table sets forth certain key information about residential, retail, office and hospitality area in
Project Uptown Cairo as of 31 March 2015:

Residential Retail Office Hospitality Other(1)


(2)
Target GFA Split (%) . . . . . . . . . . . . . . . . . . . 79% 11% 4% 5% 1%
Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . 1.6 million 209,000 98,000 84,000 26,000
Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . . . — 156,504 83,102 79,000(4) —
Target Number of Keys . . . . . . . . . . . . . . . . . . . . — — — 594(5) —
Target Start of Construction . . . . . . . . . . . . . . . . 2007 2016 2016 2016 2016
Target End of Construction . . . . . . . . . . . . . . . . . 2026 2023 2021 2024 2018
Expected Launch Date . . . . . . . . . . . . . . . . . . . . 2007 2021 2021 2021 2018
Expected Completion Date . . . . . . . . . . . . . . . . . 2026 2023 2021 2024 2018

Notes:
(1) Includes a school with GFA of 25,500 square metres. The school is expected to be based on a revenue share agreement with
American International Schools.

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

(3) Gross Leasable Area (GLA) is defined as the gross surface area available for leasing, expressed in thousands of square metres.

(4) Including target GFA for serviced apartments of 58,912 square metres.

(5) Including 314 keys for serviced apartments.

Residential Developments
The following table sets forth an overview of the target residential plan for Project Uptown Cairo as of
31 March 2015:

Villas Townhouses Apartments Mixed


(1)
Total Target Units . . . . . . . . . . . . . . . . . . . . . . . . 1,016 172 6,513 293
Total Launched Units . . . . . . . . . . . . . . . . . . . . . 282 172 663 250
Average Period to Complete . . . . . . . . . . . . . . . . . 3 - 4 years 3 - 4 years 3 - 4 years 3 - 4 years
Average Unit Size (m2) . . . . . . . . . . . . . . . . . . . . . c. 480 c. 270 c. 225 c. 400

Note:
(1) Includes approximately 3,300 Emaar Square units expected to launch in 2016.

Project Uptown Cairo is expected to feature 16 residential villages, of which 10 were launched as of
31 March 2015.

78
The following table sets forth the target GFA of residential units in Project Uptown Cairo as of 31 March
2015:

Total target Delivered


GFA Sold GFA(1) GFA(1)

Villas (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349,647 132,868 25,116


Apartments (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,031,219 122,070 19,023
Townhouses (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,997 46,314 34,992
Mixed (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,303 64,218 —
Note:
(1) Cumulative GFA as of 31 March 2015.

The following table sets forth the number of residential units sold and the total net sales in Project Uptown
Cairo for the three months ended 31 March 2015 and 2014 and for the years ended 31 December 2014,
2013 and 2012:

Three months Three months


ended ended Year ended 31 December
31 March 31 March
2015 2014 2014 2013 2012

Number of residential units


sold . . . . . . . . . . . . . . . . . . 89 113 341 202 175
Villas . . . . . . . . . . . . . . . . . 1 12 22 50 55
Townhouses . . . . . . . . . . . . . — 11 12 34 28
Apartments . . . . . . . . . . . . . 39 82 177 118 92
Mixed . . . . . . . . . . . . . . . . . 49 28 130 — —
Net sales of residential units
(EGP) . . . . . . . . . . . . . . . .. 582,776,882 501,048,745 1,579,058,322 818,785,855 551,062,703
As of 31 March 2015, Emaar Misr sold 276 villas, 595 apartments, 179 mixed-use units and 166
townhouses. Total cumulative net sales of residential units as of 31 March 2015 amounted to
EGP 4.9 billion, of which EGP 952.1 million has been recognised so far as revenue.
The following table sets forth the GFA of units sold and units delivered in Project Uptown Cairo (net of
cancellations, terminations, upgrades and downgrades) for the three months ended 31 March 2015 and
2014 and the years ended 31 December 2014, 2013 and 2012:
Three months ended 31 March Year ended 31 December
2015 2014 2014 2013 2012
Sold Delivered Sold Delivered Sold Delivered Sold Delivered Sold Delivered

Villas (‘000 m2) . . . . . . . . . . . . 1.6 2.4 6.7 2.5 12.3 9.2 25.4 8.6 19.2 4.9
Apartments (‘000 m2) . . . . . . . . 7.3 8.5 13.8 0.2 37.0 10.6 25.3 — 17.1 —
Townhouses (‘000 m2) . . . . . . . . — 0.2 3.6 1.8 3.3 6.8 9.5 14.7 7.8 13.3
Mixed (‘000 m2) . . . . . . . . . . . . 19.1 — 9.3 — 45.1 10.6 — — — —
Net GFA(1) (‘000 m2) . . . . . . . . . 28.0 11.1 33.5 4.5 97.7 26.5 60.2 23.3 44.1 18.2

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

Cumulative net sales amounted to EGP 5.0 billion as of 31 March 2015, EGP 4.4 billion as of 31 December
2014, EGP 2.8 billion as of 31 December 2013 and EGP 2.0 billion as of 31 December 2012.

79
The following table sets for the average sales price per square metre by residential unit type in Project
Uptown Cairo for the three months ended 31 March 2015 and 2014 and the years ended 31 December
2014, 2013 and 2012 and:
Three months
ended 31 March Year ended 31 December
2015 2014 2014 2013 2012
EGP EGP EGP EGP EGP
Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,248 17,714 20,164 16,458 14,461
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . . 26% 8% 23% 14% —
Apartments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,155 10,313 11,186 10,004 8,406
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . . 28% 7% 12% 19% —
Townhouses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,974 15,126 16,373 13,882 12,364
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . . 52% 14% 18% 13% —

Retail Developments
Emaar Misr plans to construct approximately 209,000 square metres of retail GFA, with an emphasis on
open air retail centres featuring luxury and fashion brands. Retail space is expected to be located primarily
at Emaar Square, the landmark development of Project Uptown Cairo. See ‘‘—Emaar Square’’ below.

Office Developments
Emaar Misr plans to construct approximately 98,000 square metres of GFA for commercial space,
consisting of an office park for large and small businesses that is expected to be located at Emaar Square.
See ‘‘—Emaar Square’’ below. Emaar Misr’s strategy is to sell 30% of the office space and lease the
remaining 70% of the office space. The majority of the total office portfolio is expected to be financed
through office sales.

Hospitality Developments
Emaar Misr plans to construct approximately 84,000 square metres of hospitality area in Uptown Cairo,
including a five star and a five-plus star hotel, including the first ‘‘The Address’’ branded hotel in Cairo.
See ‘‘—Emaar Square’’ below. Emaar Misr expects to build boutique hotels in villages, as well, for local
use.

Emaar Square
Emaar Misr is in the concept design stage of developing Emaar Square, a project developed with the vision
to become an iconic city centre catering to domestic and tourist demand for retail and lifestyle venues. It is
expected to be the first outdoor retail and lifestyle venue of its kind in Egypt and one of the largest open
air malls in the Middle East. With a GFA of over 850,000 square metres, Emaar Square’s master plan
features hospitality centres, residential areas, office space and an open air retail area intended to attract
numerous global brands and leading local and international companies. RTKL Associates and
Dar Al-Handasah designed Emaar Square as part of a consortium of designers with input from the Emaar
Malls Group. Emaar Square is planned to be strategically located in the North Eastern area of Uptown
Cairo for ease of accessibility, and is expected to open in 2021 with a tentative completion of 2024.
The following table sets forth certain key metrics and milestones of Emaar Square as of 31 March 2015:
Residential Retail Office Hospitality
(1)
Target GFA Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54% 25% 11% 9%
Target GFA(1) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461,439 209,000 98,000 84,000
Target GLA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 156,504 83,102 —
Target Number of Keys . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 600(3)
Target Start of Construction . . . . . . . . . . . . . . . . . . . . . . . . 2016 2016 2016 2018
Target End of Construction . . . . . . . . . . . . . . . . . . . . . . . . . 2024 2021 2021 2024
Expected Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 2021 2021 2021
Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024 2024
Notes:
(1) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floor
level, including terraces and roof terraces.

80
(2) Gross Leasable Area (GLA) is defined as the gross surface area available for renting.

(3) Includes hotels and serviced apartments.

Emaar Misr expects the retail area to include luxury and fashion brand tenants, world-class shopping, and
a state-of-the-art leisure and entertainment complex designed to international standards. Emaar Malls
Group, a subsidiary of the Principal Shareholder, is expected to operate the retail areas. See ‘‘Certain
Relationships and Related Party Transactions—Service Agreements—Mall Services’’.
Emaar Square’s master plan features one five-star hotel (‘‘Vida’’) and one five-plus-star hotel (‘‘The
Address’’). Hotels at Emaar Square are expected to have 280 keys in addition to 314 serviced apartments
being part of the hotel.
Management expects its total estimated investment in Emaar Square to amount to approximately
EGP 17.9 billion. A significant portion of the net proceeds from the Combined Offering are currently
expected to finance the development of Emaar Square, including the necessary infrastructure. See ‘‘Use of
Proceeds’’.

Overview of Project Uptown Cairo’s Cost Structure


The total expected cost of Project Uptown Cairo is currently estimated to amount to EGP 32.0 billion of
which EGP 3.6 billion has been invested as of 31 March 2015. Hard costs are expected to amount to EGP
24.0 billion of total expected cost, of which EGP 0.9 billion were incurred as of 31 March 2015. As of
31 March 2015, awarded construction contracts for the project amounted to approximately EGP
4.4 billion, with executed works onsite amounting to EGP 2.7 billion.
The first phase of Emaar Drive was completed at a cost of approximately EGP 45 million, and the second
phase of Emaar Drive is expected to be completed by the end of 2018 at an approximate cost of
EGP 400 million. Remaining fees related to the land (in addition to the EGP 19 million relating to the
increase in the land area) include approximately EGP 137 million of costs related to permits, infrastructure
and site grading to be paid in 2015.
The following table sets forth the breakdown of the total expected investment over the lifetime of Project
Uptown Cairo and total investment incurred as of 31 March 2015:

Direct(5) Indirect(5)
Hard Soft Finance Land infrastructure infrastructure
costs(1) costs(2) costs(3) costs(4) costs costs

Total Expected Investment . . . . . . . . 75% 7% 2% 2% 5% 8%


Total Incurred Investment . . . . . . . . . 26% 15% 12% 13% 4% 30%

Notes:
(1) Hard costs are the direct building construction costs excluding the infrastructure costs.

(2) Soft costs are the costs related to design, supervision, project management and cost consultant.

(3) Finance costs are the capitalised borrowing costs directly attributable to the acquisition and construction.

(4) Land costs are the costs of the land plots and parcels comprising the project.

(5) Infrastructure costs are site grading, slope stabilisation, utilities, roads, traffic solutions, community centres and similar costs.

The following table sets forth the breakdown of the total expected hard cost over the lifetime of Project
Uptown Cairo and the total hard cost incurred as of 31 March 2015:
Villas Apartments Townhouses Mixed Retail Office Hospitality Other

Total Expected Hard Cost . . . . 11% 52% 1% 4% 14% 5% 12% 1%


Total Incurred Hard Cost . . . . 49% 25% 25% <1% <1% <1% <1% <1%

Project Marassi
Inspired by Europe’s renowned marinas and the French Riviera, Emaar Misr is in the process of
developing Marassi as a premium year-round international tourism destination located in the moderate
climate of the North Coast. Marassi’s master plan features Marassi Marina, a port designed to be an
international yacht marina.

81
Marassi stretches across approximately 6.5 million square metres of land along a 6.25 kilometre
Mediterranean Sea coastline. The architectural styles of the Mediterranean inspired the design of the
Marassi development, reflected in the design’s backdrops of beaches, greenery, waterways and lagoons.
Wimberly Alison Tong & Goo designed Marassi’s master plan in cooperation with other globally renowned
architects and designers. Marassi’s master plan features a premium beach resort, residential units
(including plans for 52 Armani-designed villas), a 250 slip yacht marina, a town centre, a wellness centre,
an entertainment centre, an 18-hole golf course (designed by Harradine Golf) and spas. The project is
easily accessible from nearby airports, with Al Alamein Airport approximately 20 minutes away and Borg
El Arab Airport about 55 minutes away.
Emaar Misr won the tender for the property in an auction in August 2006 held by the Egyptian General
Company for Tourism and Hotels, Egypt’s sponsored tourism division, and construction commenced in
2008. Emaar Misr paid full consideration for the land but title to the land has not yet been registered to
Emaar Misr. Emaar Misr is in the process of registering title to the land. See ‘‘Risk Factors—Risks Relating
to Emaar Misr’s Business and Industry—Developers, including Emaar Misr, face legal complexities and
uncertainties in obtaining, retaining and enforcing title to land in Egypt’’ and ‘‘Material Contracts—Land and
Property Contracts—Marassi: Preliminary Sale Agreement’’. The master plan for the project was approved by
the Engineering Department of El Alamein District, Governorate of Matrouh in 2013.
Sales for the project began in 2007 during the Platinum Launch of Marassi and Uptown Cairo. In June
2009, the Marassi Beach Club opened. In 2012, the golf course and golf academy became operational and
in 2013 Emaar Misr introduced a floating restaurant to the development.
Delivery of units began at the end of 2010. As of 31 March 2015, Emaar Misr has delivered 1,070 units,
representing approximately 261,378 square metres of GFA. In July 2014, Emaar Misr launched the first
retail centre in Marassi, the Marassi MPorium. Emaar Misr currently operates 130 keys and 14 villas at the
historic El Alamein hotel located in Marassi. Management expects that the property will be exempt from
taxes until 2018.
On 26 June 2014, Emaar Misr acquired the South Land plot which is divided into a residential area (gross
land area of approximately 29,678 square metres, target GFA of 50,064 square metres and planned to
include 616 apartments) and a commercial area (gross land area approximately 38,456 square metres,
target GFA of 53,573 square metres and target GLA of 44,307 square metres (serviced apartments) (the
‘‘Marassi South Land’’).
The following table sets certain key information about residential, retail and hospitality area of Project
Marassi (excluding the Marassi South Land) as of 31 March 2015:
Residential Retail Hospitality(3) Other(4)
(1)
Target GFA Split (%) . . . . . . . . . . . . . . . . . . . . . . . . . 81% 2% 16% 1%
Target GFA(1) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 million 45,000 393,000 25,000
Target GLA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 32,318 — —
Target Number of Keys . . . . . . . . . . . . . . . . . . . . . . . . . — — 3,382(5) —
Target Start of Construction . . . . . . . . . . . . . . . . . . . . . . 2008 2018(6) 2015 2015
Target End of Construction . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024 2022
Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 2014 2014(7) 2009
Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024 2022
Notes:
(1) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floor
level, including terraces and roof terraces.
(2) Gross Leasable Area (GLA) is defined as the gross surface area available for renting.
(3) Includes community clubs.
(4) Includes beach club, golf academy, golf club house and other amenities.
(5) Including 978 keys for serviced and branded apartments.
(6) Construction of MPorium mall began in 2013.
(7) Launch of ‘‘The Address’’ hotel.

82
Residential Developments
The following table sets forth an overview of the target residential plan for Project Marassi (excluding the
Marassi South Land) as of 31 March 2015:

Villas Townhouses Apartments Mixed


(1)
Total Target Units . . . . . . . . . . . . . . . . . . . . . . . . 449 80 10,226 2,958
Total Launched Units . . . . . . . . . . . . . . . . . . . . . 302 80 536 1,754
Average Period to Complete . . . . . . . . . . . . . . . . . 3 - 4 years 3 - 4 years 3 - 4 years 3 - 4 years
Average Unit Size (m2) . . . . . . . . . . . . . . . . . . . . . c. 530 c. 330 c. 100 c. 360

Note:
(1) Excluding serviced and branded apartments.

Project Marassi is expected to feature 22 residential villages, of which 11 were launched as of 31 March
2015.
The following table sets forth the target GFA of residential units in Project Marassi (excluding the Marassi
South Land) as of 31 March 2015:

Total target GFA Sold GFA(1) Delivered GFA(1)


Villas (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,231 152,622 71,139
Apartments (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,307(2) 78,888 62,363
Townhouses (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,437 28,599 12,370
Mixed (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,481 421,545 115,506

Notes:
(1) Cumulative GFA as of 31 March 2015.

(2) Excluding serviced and branded apartments.

The following table sets forth the number of residential units sold (excluding serviced apartments) and the
total amount of net sales of residential units in Project Marassi (excluding the Marassi South Land) for the
three months ended 31 March 2015 and 2014 and for the years ended 31 December 2014, 2013 and 2012:

Three months Three months Year ended 31 December


ended ended
31 March 2015 31 March 2014 2014 2013 2012
(1)
Number of residential units sold 70 25 511 320 251
Villas . . . . . . . . . . . . . . . . . . . . 8 — 35 27 14
Townhouses . . . . . . . . . . . . . . . — 2 13 11 (1)
Apartments . . . . . . . . . . . . . . . . 2 (2) 58 35 20
Mixed . . . . . . . . . . . . . . . . . . . . 60 25 405 247 218
Net sales of residential units
(EGP)(1) . . . . . . . . . . . . . . . . . . 433,980,785 82,394,229 2,411,081,545 1,176,245,187 964,753,659

Note:
(1) Excluding serviced apartments.

As of 31 March 2015, Emaar Misr sold 255 villas, 80 townhouses, 1,371 mixed-use units, 45 serviced
apartments and 507 apartments. Total cumulative net sales of residential units, excluding serviced
apartments, as of 31 March 2015 amounted to EGP 9.3 billion, of which EGP 4.0 billion have been
recognised so far as revenue.
The following table sets forth the GFA of units sold and units delivered (excluding serviced apartments) in
Project Marassi, excluding the Marassi South Land (net of cancellations, terminations, upgrades and

83
downgrades) for the years ended 31 December 2014, 2013 and 2012 and the three months ended 31 March
2015 and 2014:

Three months ended 31 March Year ended 31 December


2015 2014 2014 2013 2012
Sold Delivered Sold Delivered Sold Delivered Sold Delivered Sold Delivered
Villas (‘000 m2) . . . . . . . . . . 6.9 2.5 — 2.9 22.8 34.4 16.6 20.6 9.1 7.9
Apartments (‘000 m2) . . . . . . 0.4 1.4 0.5 1.4 7.6 6.9 5.1 4.6 3.5 21.5
Townhouses (‘000 m2) . . . . . — 3.1 0.6 0.5 3.9 9.0 3.3 0.2 (0.5) —
Mixed (‘000 m2) . . . . . . . . . . 12.8 10.3 7.5 8.0 106.9 43.7 53.2 29.1 56.0 6.0
Total Net GFA(1) (‘000 m2) . . 19.9 17.4 8.6 12.9 141.0 94.0 78.1 54.5 68.2 35.4

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

Cumulative net sales amounted to EGP 9.5 billion as of 31 March 2015, EGP 9.0 billion as of 31 December
2014, EGP 6.5 billion as of 31 December 2013 and EGP 5.3 billion as of 31 December 2012.
The following table sets for the average sales price per square metre by residential unit type in Project
Marassi (excluding the Marassi South Land) for the three months ended 31 March 2015 and 2014 and the
years ended 31 December 2014, 2013 and 2012:

Three months
ended 31 March Year ended 31 December
2015 2014 2014 2013 2012
EGP EGP EGP EGP EGP
Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,933 14,332 18,865 16,828 16,623
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . 67% 8% 12% 1% —
Apartments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,934 15,737 17,113 14,368 —
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . 20% 5% 19% — —
Townhouses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,226 11,189 12,777 11,291 10,638
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . . 45% (2.0)% 13% 6% —

Retail Developments
Emaar Misr plans to construct approximately 32,318 square metres of retail GLA in Project Marassi. An
estimated 4,686 square metres of retail space was operational as of 31 March 2015. As of 31 March 2015,
phase 1 of the Marassi MPorium has been fully occupied and leased since summer 2014 with an average
rate of EGP 2400 per square metre per year for the whole mall.

Hospitality Developments
According to the master plan, the hospitality area is expected to feature 12 hotels, including a golf hotel,
three boutique hotels and serviced apartments for a total of 3,350 keys, of which three hotels and one
boutique hotel are expected to be located in the Marassi Marina. See ‘‘—Marassi Marina’’ below. The
hospitality area is expected to comprise different types and tiers of hotels in order to accommodate
different age groups as well as income brackets. The Emaar Hospitality Group and subsidiary of the
Principal Shareholder is expected to operate ‘‘The Address’’ hotel.
Emaar Misr currently operates 130 keys and 14 villas at the historic El Alamein hotel located in Marassi
which it acquired with the land and renovated subsequently. An additional minor renovation is expected at
the hotel during 2015. In 2024, Management plans to renovate the El Alamein hotel into a five star hotel
with approximately 260 keys, including serviced apartments. Management expects the cost of developing
hospitality segments in Project Marassi to amount to approximately EGP 9.5 billion, including land cost,
infrastructure costs, hard and soft costs and finance cost.
In summer 2014, Emaar Misr launched serviced and branded apartments at ‘‘The Address’’ hotel, with a
target 49 hotel room keys, 68 serviced apartments and 20 branded apartments (of which 44 serviced and
branded apartments have been sold).

84
Marassi Marina
Emaar Misr is in the initial design stages for developing a 250-slip yacht marina on the North Coast which
is designed to make Project Marassi a year-round destination. The Marassi Marina’s master plan features a
wide range of dining venues, cafes and retail outlets in addition to residential units with marina views.
Marassi is expected to be Egypt’s first private development on the North Coast with an international
marina, which Management believes will allow international tourism inflows unmatched by any other
developments in Egypt as the marina’s location is expected to be difficult to replicate in the region. The
marina is designed to be integrated with customs and immigration approvals for ease of access and benefits
from a unique location and unmatched climate along one of the most beautiful coastlines in the
Mediterranean. The total expected GFA of the marina is anticipated to be approximately 859,000 square
metres. Emaar Misr is seeking approval for the Marassi Marina to be used as an international port and
expects to complete the construction by the end of 2024. Once the final design of the marina is completed,
Emaar Misr will seek all required licences and permits, which will be required prior to commencing
construction.
The following table sets forth certain key metrics and milestones of Marassi Marina as of 31 March 2015:
Residential Retail Hospitality(1)
(2)
Target GFA Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77% 4% 19%
Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 668,000 36,351 163,592
Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 27,263 —
Target Number of Keys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,492(3)
Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2018 2018
Expected Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 2020 2022
Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 2024 2024
Notes:
(1) Includes 4 hotels with 1,022 keys.
(2) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floor
level, including terraces and roof terraces. Estimate excludes the hospitality segment.
(3) Gross Leasable Area (GLA) is defined as the gross surface area available for renting.
(4) Includes 470 keys for serviced apartments.

Construction of desalination plants and the main road have largely been completed. Additionally, Emaar
Misr has begun site grading after obtaining approvals from the relevant authorities. The opening of the full
golf course is expected to be completed by the end of 2016 along with the launch of the Armani residential
units. Emaar Misr aims for Marassi Marina and retail areas to begin operating in 2019.
Management expects total investment costs of the Marassi Marina to amount to approximately EGP
13.5 billion. A significant portion of the net proceeds from the Combined Offering is expected to finance
the roll-out of the retail and hospitality areas at Marassi Marina, including the necessary infrastructure.
See ‘‘Use of Proceeds’’.

Overview of Project Marassi’s Cost Structure


The total expected cost of Project Marassi is currently estimated to amount to EGP 32.0 billion of which
EGP 5.8 billion has been invested as of 31 March 2015. Hard costs are expected to amount to
EGP 21.3 billion, of which EGP 2.2 billion were incurred as of 31 March 2015. As of 31 March 2015,
awarded construction contracts for the project amounted to approximately EGP 5.5 billion, with executed
works onsite amounting to EGP 3.9 billion.
The following table sets forth the breakdown of the total expected investment over the lifetime of Project
Marassi and total investment incurred as of 31 March 2015:
Direct Indirect
Hard Soft Finance Land infrastructure infrastructure
costs(1) costs(2) costs(3) costs(4) costs(5) costs(5)

Total Expected Investment . . . . . . . . . . 67% 9% 2% 4% 8% 10%


Total Incurred Investment . . . . . . . . . . 38% 11% 14% 19% 6% 11%
Notes:
(1) Hard costs are the direct building construction costs excluding the infrastructure costs.

85
(2) Soft costs are the costs related to design, supervision, project management and cost consultant.

(3) Finance costs are the capitalised borrowing costs directly attributable to the acquisition and construction.

(4) Land costs are the costs of the land plots and parcels comprising the project.

(5) Infrastructure costs are site grading, slope stabilisation, utilities, roads, traffic solutions, community centres and similar costs.

The following table sets forth the breakdown of the total expected hard cost by the type of property over
the lifetime of Project Marassi and the total hard cost incurred as of 31 March 2015:

Villas Apartments Townhouses Mixed Retail Hospitality Other

Total Expected Hard Cost . . . . . . . . . 10% 17% 1% 38% 1% 31% 3%


Total Incurred Hard Cost . . . . . . . . . 30% 19% 4% 45% 1% — 2%

Project Mivida
Emaar Misr is in the process of developing Mivida, a community development with environmentally
friendly components and green landscapes and amenities that are planned to cover more than 80% of the
project’s 3.7 million square metres of land. Project Mivida’s master plan includes Mivida Downtown, a
centrally located hub in East Cairo that is expected to include a wide spectrum of amenities, a business
park, a business hotel and a town centre with a boulevard-style shopping area.
Located in the centre of New Cairo City, Project Mivida is situated on approximately 3.7 million square
metres of land along a central road in New Cairo City and features a range of international architectural
styles. JZMK Partners created the master plan. Project Mivida’s master plan features residential, leisure,
retail and office space as well as a medical campus and educational campuses managed by elite schools.
The master plan also comprises other facilities designed for the project, such as a community centre, a
33-acre central park, a business park, a downtown retail development with boulevard shopping, a spa,
sports, leisure facilities. Project Mivida’s master plan includes green walkways connecting various parcels
of land, greenery and landscape views, solar powered lighting for common areas and a green pedestrian
ring road connecting the different parcels. The development is located close to American University in
Cairo and approximately 20 minutes from Cairo International Airport. The project is strategically located
in the centre of New Cairo City, is easily accessible to the town centre through multiple access points
through Road 90, Suez and Sokhna Roads. The project is 30 kilometres from Zamalek/Downtown,
25 kilometres from Maadi, eight kilometres from New Cairo, 12 kilometres from Nasr City and 18
kilometres from Heliopolis.
Emaar Misr acquired the land from NUCA in June 2006, but title to the land may not be registered to
Emaar Misr until full payment is made. Emaar Misr paid an advance payment on the land in February
2006 and the remainder of the purchase price is scheduled to be made over seven annual instalments. As of
the date of this Offering Memorandum, the outstanding amount is approximately EGP 931 million. Of this
outstanding amount, 15% is expected to be paid in 2015, 26% is expected to be paid in 2016 and the
remainder in 2017 (including interest). See ‘‘Risk Factors—Risks Relating to Emaar Misr’s Business and
Industry—Developers, including Emaar Misr, face legal complexities and uncertainties in obtaining, retaining
and enforcing title to land in Egypt’’ and ‘‘Material Contracts—Land and Property Contracts—Mivida:
Preliminary Sale Agreement’’. As of the date of this Offering Memorandum, Emaar Misr is awaiting
approval in the form of a ministerial decree regarding a revised master plan for the project.
Sales for the project began in 2009. Delivery of the first office building was in 2012. Delivery of residential
units began in 2014. As of 31 March 2015, Emaar Misr has delivered 460 residential units, representing
approximately 111,195 square metres of residential GFA.

86
The following table sets forth certain key information about residential, retail, office and hospitality area in
Project Mivida as of 31 March 2015:

Residential Retail Office Hospitality(1) Other


(2)
Target GFA Split (%) . . . . . . . . . . . . . . . . . 82% 5% 6% 1% 6%
Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . 1.5 million 96,000 116,000 10,000 106,000
Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . — 78,000 88,000 — —
Target Number of Keys . . . . . . . . . . . . . . . . . . — — — — —
Target Start of Construction . . . . . . . . . . . . . . 2009 2016 2009 — —(4)
Target End of Construction . . . . . . . . . . . . . . . 2021 2020 2020 — —(4)
Target Launch Date . . . . . . . . . . . . . . . . . . . . 2009 2018 2012 — —(4)
Expected Completion Date . . . . . . . . . . . . . . . 2021 2021 2021 — —(4)

Notes:
(1) Emaar Misr intends to sell the plot of land of 13,980 square metres on which the hotel is planned to be located.

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

(3) Gross Leasable Area (GLA) is defined as the gross surface area available for renting.

(4) Includes community clubs (target construction start date: 2012, target construction end date: 2021, target launch date: 2015,
target completion date: 2021), medical centre (located on the plot of land that will be sold), school (target construction start
date: 2016, target construction end date: 2018, target launch date: 2016 (kindergarten), target completion date: 2018), facility
management building (target construction start date: 2015, target construction end date: 2018) and mosque (target construction
start date: 2016, target construction end date: 2018).

Residential Developments
The following table sets forth an overview of the target residential plan for Project Mivida as of 31 March
2015:

Villas Townhouses Apartments Mixed

Total Target Units . . . . . . . . . . . . . . . . . . . . . . . . 1,481 1,238 2,400 238


Total Launched Units . . . . . . . . . . . . . . . . . . . . . 1,093 948 912 142
Average Period to Complete . . . . . . . . . . . . . . . . . 3 - 4 years 3 - 4 years 3 - 4 years 3 - 4 years
Average Unit Size (m2) . . . . . . . . . . . . . . . . . . . . . c. 350 c. 290 c. 190 c. 25
Project Mivida is expected to feature 32 residential villages, of which 20 were launched as of 31 March
2015.
The following table sets forth the target GFA for residential units and the cumulative GFA of units sold
and delivered in Project Mivida:

Total target GFA Sold GFA(1) Delivered GFA(1)

Villas (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 573,314 384,768 65,153


Apartments (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 448,080 158,144 —
Townhouses (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,065 262,312 36,659
Mixed (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,598 46,462 —

Note:
(1) Cumulative GFA as of 31 March 2015.

87
The following table sets forth the number of residential units sold and the total amount of net sales in
Project Mivida for the three months ended 31 March 2015 and 2014 and for the years ended December
2014, 2013 and 2012:

Three months ended


31 March Year ended 31 December
2015 2014 2014 2013 2012

Number of residential units sold . 160 79 753 813 644


Villas . . . . . . . . . . . . . . . . . . . . 86 64 214 139 248
Townhouses . . . . . . . . . . . . . . . 56 3 14 270 305
Apartments . . . . . . . . . . . . . . . 12 12 397 404 91
Mixed . . . . . . . . . . . . . . . . . . . 6 — 128 — —
Net sales of residential units
(EGP) . . . . . . . . . . . . . . . . . . . 996,336,812 406,804,180 2,952,135,391 2,082,423,333 1,682,135,389
Sales of residential units began in 2009. As of 31 March 2015, Emaar Misr sold 1,082 villas, 932
townhouses, 134 mixed-use units and 904 apartments. Total cumulative net sales of residential units
amounted to EGP 9.3 billion as of 31 March 2015, of which EGP 974.5 million (excluding offices) have
been recognised as revenue.
The following table sets forth the GFA of units (excluding offices) sold and units delivered in Project
Mivida (net of cancellations, terminations, upgrades and downgrades) for the three months ended
31 March 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012:

Three months ended 31 March Year ended 31 December


2015 2014 2014 2013 2012
Sold Delivered Sold Delivered Sold Delivered Sold Delivered Sold Delivered

Villas (‘000 m2) . . . . . . . . . . 39.6 17.4 26.6 9.1 86.0 47.8 53.4 — 93.1 —
Apartments (‘000 m2) . . . . . . 3.0 — 2.1 — 68.3 — 70.5 — 16.4 —
Townhouses (‘000 m2) . . . . . 22.7 15.6 1.3 — 4.4 21.1 85.1 — 89.1 —
Mixed (‘000 m2) . . . . . . . . . . 1.7 — — — 44.7 — — — — —
Net GFA(1) (‘000 m2) . . . . . . 67.0 33.0 30.0 9.1 203.4 68.8 209.0 — 198.6 —

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

Cumulative net sales, including office area, amounted to EGP 9.5 billion as of 31 March 2015,
EGP 8.5 billion as of 31 December 2014, EGP 5.5 billion as of 31 December 2013 and EGP 3.3 billion as of
31 December 2012.
The following table sets for the average sales price per square metre by residential unit type in Project
Mivida for the years ended 31 December 2014, 2013 and 2012 and the three months ended 31 March 2015
and 2014:
Three months
ended 31 March Year ended 31 December
2015 2014 2014 2013 2012
EGP EGP EGP EGP EGP
Unfinished Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,322 10,352 10,352 9,771 8,041
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 67.3% 11.3% 5% 22% —
Finished Villas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,051 15,014 16,726 12,836 11,923
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 33.5% 22% 30% 8% —
Apartments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,218 9,256 11,861 8,673 7,301
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 42.8% 19.8% 37% 19% —
Unfinished Townhouses . . . . . . . . . . . . . . . . . . . . . . . . 14,178 11,104 12,458 9,372 6,797
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 27.7% 41.5% 35% 37.9% —
Finished Townhouses . . . . . . . . . . . . . . . . . . . . . . . . . 17,762 12,458 12,621 9,860 9,100
Year-over-year growth . . . . . . . . . . . . . . . . . . . . . . . 42.58% 38.14% 26% 8% —

88
Retail Developments
Emaar Misr plans to construct approximately 96,000 square metres of GFA (78,000 of GLA), which is
expected to be located exclusively in Mivida Downtown, the landmark development of Project Mivida. See
‘‘—Mivida Downtown’’ below. Management expects the retail segment in Project Mivida to cost
approximately EGP 1.1 billion, including land cost, infrastructure cost, hard and soft costs and finance cost.
Management expects to open its central park retail centre in 2017, the Mivida Mall in 2018 and the Mivida
Downtown retail centres in 2019. Management estimates that approximately 90% of GLA is expected to be
added in 2018 and 2019.

Office Developments
Emaar Misr plans to construct approximately 116,000 square metres of commercial GFA (88,000 of GLA)
that is expected to be located exclusively in Mivida Downtown and of which approximately one-third has
already been leased. See ‘‘—Mivida Downtown’’ below. Emaar Misr’s intends to sell 30% of office space
and lease the remaining 70%.
In 2012 and again in 2014, Emaar Misr delivered two buildings of approximately 4,700 square metres each.
Management expects to open the second phase of Project Mivida’s office park in 2018. As of 31 March
2015, tenants in the business park included major local and multinational companies, with the full first
floor (1,215 square metres) leased at a 100% occupancy rate.

Hospitality Developments
Management intends to sell the plot of land on which the hotel would be located.

Mivida Downtown
Emaar Misr is in the final design stages of developing the master plan for Mivida Downtown, a 376,000
square metre development strategically located in the centre of New Cairo City in East Cairo. Office space
at Mivida Downtown is expected to comprise 116,000 square metres of GFA and apartment space is
expected to comprise 154,000 square metres of GFA across 870 apartments. Mivida Downtown is designed
as a mixed-use project that is expected to feature a shopping boulevard, a business park, outdoor dining,
medical and educational facilities and a hotel. Mivida Downtown’s master plan also features a school and
medical campuses to occupy over 50,500 square metres of land each. The school is expected to have a seat
capacity of approximately 2,000, although seat capacity is not expected to affect revenues as the land is
expected to be sold rather than retained as investment property. Mivida Downtown was designed by JZMK
with an expected GFA of 366,000 square metres. Mivida Downtown is expected to be completed by the end
of 2021.
The following table sets forth certain key metrics and milestones of Mivida Downtown:

Residential Retail Office Hospitality(1)

Target GFA(2) Split . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41% 26% 31% 3%


Target GFA(2) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,000 96,000 116,000 10,000
Target GLA(3) (m2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 78,000 88,000 —
Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2017 2009 —(1)
Expected Launch Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2017 2012 —(1)
Expected Completion Date . . . . . . . . . . . . . . . . . . . . . . . . 2021 2021 2012 —(1)

Notes:
(1) Emaar Misr intends to sell the plot of land of 13,980 square metres on which the hotel is planned to be located.

(2) Gross Floor Area (GFA) is defined as the area of a building measured to the external face of the perimeter walls at each floor
level, including terraces and roof terraces. Excluding medical centre, school and community club.

(3) Gross Leasable Area (GLA) is defined as the gross surface area available for renting.

Management expects the total investment in Mivida Downtown to amount to approximately


EGP 4.8 billion. A significant portion of the net proceeds from the Combined Offering is expected to be
used to finance the roll-out of those areas, including the necessary infrastructure. See ‘‘Use of Proceeds’’.

89
Overview of Project Mivida’s Cost Structure
The total expected cost of Project Mivida is currently estimated to amount to EGP 14.2 billion, of which
EGP 3.7 billion has been invested as of 31 March 2015. Hard costs are expected to amount to
EGP 8.1 billion, of which EGP 1.0 billion were incurred as of 31 March 2015. As of 31 March 2015,
awarded construction contracts for the project amounted to EGP 3.3 billion, with executed works onsite
amounting to EGP 1.9 billion.
The following table sets forth the breakdown of the total expected investment over the lifetime of Project
Mivida and total investment incurred as of 31 March 2015:

Direct Indirect
Hard Soft Finance Land infrastructure infrastructure
costs(1) costs(2) costs(3) costs(4) costs(5) costs(5)
Total Expected Investment . . . . . . . . 57% 7% 0.2% 14% 11% 11%
Total Incurred Investment . . . . . . . . . 26% 9% 1% 49% 7% 8%

Notes:
(1) Hard costs are the direct building construction costs excluding the infrastructure costs.

(2) Soft costs are the costs related to design, supervision, project management and cost consultant.

(3) Finance costs are the capitalised borrowing costs directly attributable to the acquisition and construction.

(4) Land costs are the costs of the land plots and parcels comprising the project.

(5) Infrastructure costs are site grading, slope stabilisation, utilities, roads, traffic solutions, community centres and similar costs.

The following table sets forth the breakdown of the total expected hard cost by the type of property over
the lifetime of Project Mivida and the total hard cost incurred as of 31 March 2015:

Villas Apartments Townhouses Mixed Retail Office Hospitality Other

Total Expected Hard Cost . . . 24% 12% 35% 4% 8% 13% — 3%


Total Incurred Hard Cost . . . 51% 2% 30% <1% <1% 16% <1% 1%

Undeveloped Land
Cairo Gate: 6th of October City
Cairo Gate is a land plot of approximately 0.6 million square metres in 6th of October City with frontage of
the Cairo—Alexandria Desert highway, an area with limited land offerings, which makes Cairo Gate a
strong value proposition.
The master planning of the Cairo Gate development is still in progress. Please see ‘‘Material Contracts—
Land and Property Contracts—Cairo Gate: Preliminary Sale Agreements’’ for a description of the status of
the land upon which Cairo Gate is planned to be developed. In addition, this land is subject to general
usage restrictions on all land connected to the Cairo—Alexandria Desert highway. These restrictions
prohibit construction on land that is within 50 metres of the highway. However, this 50-metre wide strip is
designated as ‘‘open space’’ for purposes of the overall master plan to be approved by 6th of October City
Authority, thereby limiting any loss to overall land available for construction. In addition, approximately
18,550 square metres of land intended for the Cairo Gate project is subject to prime minister decree
no 1702/2010. This decree, which calls for expropriation of land to allow additional road works required to
convert the Cairo—Alexandria road to a freeway, has not been enforced against Emaar Misr. Emaar Misr
has been verbally informed by the Roads and Bridges Authority that the expropriation plan has been
amended. Upon amendment of this decree, these 18,550 square metres of land will not be subject to
expropriation. However, this amendment has not taken place yet and there is no guarantee that the decree
will be amended as indicated. Emaar Misr is obliged to pay change of activities fees in order to obtain a
permit to carry out construction and development activities on the land comprising Cairo Gate. As of the
date of this Offering Memorandum, Emaar Misr is further considering whether to pay the change of
activities fees in addition to obtaining the relevant approvals for the change of ownership. See ‘‘Risk
Factors—Risks Relating to Emaar Misr’s Business and Industry—Developers, including Emaar Misr, face legal
complexities and uncertainties in obtaining, retaining and enforcing title to land in Egypt’’ and ‘‘Material
Contracts—Land and Property Contracts—Cairo Gate: Preliminary Sale Agreement’’ and ‘‘—Legal
Proceedings—Cairo Gate Land Disputes’’.

90
Management expects the master plan to be finalised by the second quarter of 2016. As of 31 March 2015,
the total amount invested was EGP 225.2 million.

Competition
Competition in Egypt’s real estate development industry and the retail segment is highly fragmented and
varies based on region and sector. In Cairo, Emaar Misr developments face competition from several
developments in the Cairo area including those constructed by Palm Hills Developments, SODIC, AMER
Group, Madinet Nasr and TMG. Emaar Misr may also face competition from new entrants and established
developers that seek opportunities in the Egyptian property market given that the local market is
underserved with GLA per capita of 0.9 million square metres of office stock available as of fourth quarter
2014 and 0.07 square metres per capita of retail space as of 2013. Despite the fast growing retail market
and continuously increasing demand, supply of retail space still remains limited, when comparing the retail
space per capita for Cairo to that of other regional cities. Management considers geographic location
important in assessing competition for Emaar Misr’s operations.
Additionally, competition affects Emaar Misr differently depending on the relevant business segment.
Residential developments hold the greatest brand equity due to the visible and tangible progress made in
construction, large customer base and proven track record in the Egyptian market. Retail developments
are expected to benefit from the Emaar Group’s brand, brand recognition of The Dubai Mall and
notability of Emaar Group’s operations in the United Arab Emirates. However, the retail developments
nonetheless require a footing in the Egyptian market. Within hospitality segments, management expects to
face significant competition, as the market for hospitality is more saturated.
The table below sets forth a comparison to other publicly listed developers in Egypt, as based on
Management research and competitors’ reported financial information:

TMG Palm Hills SODIC

Majority Shareholder . . Family Owned Family and Diversified Shareholding


Institutionally Owned
Target Segment . . . . . . Medium-High Medium-High Medium-High
Estimated Land Bank
(million m2) . . . . . . . 43.2 23.2(1) 9.7
Land bank
Concentration . . . . . . Predominantly East East and West Cairo East and West Cairo,
Cairo and North Coast and North Coast
Business Segments
Residential . . . . . . . . Yes Yes Yes
Office . . . . . . . . . . . . No No Yes
Retail . . . . . . . . . . . . Yes No Yes
Hospitality . . . . . . . . Yes No No

Note:
(1) Includes land held for sale.

Human Resources
Emaar Misr’s human resources department oversees the recruitment, training and retention of employees.
Emaar Misr focuses on assisting its employees to achieve a high standard of work performance by studying
factors affecting employee performance, providing incentives for employees, developing professional
growth opportunities, building strong and effective teams, sharing ideas and disseminating best practices.
Since 2010, the number of employees at Emaar Misr has nearly doubled to approximately 426 full-time
employees as of 31 March 2015. Additionally, most key employees have been with Emaar Misr for more
than five years. Management seeks to employ talent from both domestic and international markets. In
addition, the human resources department offers development programmes to employees to supplement
their job training and expertise. Programmes are offered both in-house and through external training
programmes to further develop talent. Emaar Misr plans to implement a stock option plan to motivate and
retain management and offers various benefits to employees including medical and life insurance, school
allowance, discounts, transportation, bonuses, internal loans and gratuity systems.

91
Employees
As of 31 March 2015, Emaar Misr had 426 full-time employees. The following table sets for the general
categories and corresponding number of employees:

As of As of 31 December
31 March
2015 2014 2013 2012

Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 13 16
Design/Engineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 41 38 24
Sales and Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 89 88 75
Finance/Controls/Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237 234 202 182
Construction Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 33 32 30
Total number of employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 426 414 376 338
See ‘‘—Legal Proceedings—Employment Disputes’’.

Property, Facilities and Offices


Emaar Misr’s land bank amounts to approximately 15.4 million square metres as of the date of this
Offering Memorandum. See ‘‘—Description of Projects’’.
Emaar Misr’s corporate headquarters are located at the Cairo, Mokattam 11571, Egypt. Emaar Misr
maintains a number of sales offices at strategic locations including a sales headquarters in Uptown Cairo,
complete with the Street of Dreams, offering fully furnished residential units. Other sales offices are in
Heliopolis (located on a strategic main street known for its high traffic rates and serving the East Cairo
market which represents a major part of Emaar Misr’s target customers), Mohandessin (aimed at servicing
the West Cairo market and located on a busy and well known street), Marassi (located in Marassi’s popular
beach clubhouse), Mivida (a sales centre planned to be opened in Midiva’s business park to cater to the
New Cairo market, a market with growing demand for Mivida) and Dubai (increasing the reach of Emaar
Misr’s sales).

Regulatory Matters
Emaar Misr’s operations are subject to national and local laws, some of which require that Emaar Misr
maintains certain governmental permits and licences. Regulatory approval and permits are generally
required and issued during two stages of the development of a project. Emaar Misr seeks to obtain all
regulatory approvals at the relevant stages of the projects. Approval of a project’s master plan is required
to ensure compliance with building regulations of the relevant authority, and permits are required during
the construction phase to ensure structural integrity as well as compliance with building regulations.
Construction laws in Egypt are evolving with the growth in the construction sector. Currently, the
Construction Law requires, among other things, that design plans be approved by a licenced engineer to be
submitted to the competent administrative authority (NUCA for new urban communities and the General
Authority for Tourism Development for touristic areas) for obtaining the building licence and that the
licencee under each project obtains insurance covering its statutory liability. Violations of the Construction
Law are subject to criminal sanctions ranging from fines to imprisonment (depending on the gravity of the
violations). Management believes that Emaar Misr’s operations conform to Egyptian industry safety
standards applicable to its construction operations through the implementation of what Management
believes are appropriate safety measures on its construction sites.
Presidential Decree No. 339 of 2000 established EGYPTERA. EGYPTERA is mandated to grant licences
relating to, among other things, electricity distribution. Emaar Misr currently holds a valid electricity
distribution licence for one of its developments, namely, Project Marassi.
Emaar Misr’s operations are also subject to various environmental laws and regulations. For example,
Environmental Law No. 4 of 1994 (the ‘‘Environmental Law’’) requires developers to submit an
environmental impact assessment (study) and obtain environmental approval thereof prior to proceeding
with the project. The developer is also required to abide by all Environmental Law provisions relating to
environmental protection that are relevant to the developer’s activity all through the life of the project. A
developer who causes environmental damage is required to compensate those injured for damages. The
Environmental Law also provides for detailed restrictions on the use, transportation, handling and disposal
of hazardous wastes and materials and sets forth regulations concerning emission control standards, zoning

92
restrictions and use of pesticides. The Egyptian Environmental Affairs Agency (the ‘‘EEAA’’), which
enforces the Environmental Law, is authorised to issue fines for violations, and, in extreme cases, seek
prosecution of violators. Management believes that its environmental compliance records and procedures
are in line with those of real estate developers in Egypt.
Additional environmental regulations must be complied with and specific approval obtained for
construction within 200 metres of the coast line. Construction that could affect the natural coast line must
be approved by the Egyptian General Authority for Coasts Preservation and the EEAA. Any
environmental issue that may arise during the course of development of a project is addressed with the
appropriate environmental authority. To date, approval for the environmental impact assessment for
Project Marassi has not been obtained. Management believes that the development is in line with market
practices for real estate developers in the North Coast.

Intellectual Property Rights


Emaar Misr entered into a trademark licence agreement with Emaar Properties on 31 May 2015 (the
‘‘Licence Agreement’’) pursuant to which Emaar Properties granted to Emaar Misr a royalty-free,
non-exclusive licence to use certain intellectual property rights owned by Emaar Properties in Egypt,
including the following trademarks: the words ‘‘Emaar’’, ‘‘Marassi’’ and ‘‘Mivida’’ in Latin and Arabic
letters, the word ‘‘Egypt Mall’’ in English letters, the ‘‘Emaar’’ and ‘‘CA’’ logos, and the ‘‘Uptown Cairo’’
logo in English and Arabic, copyrights, designs (whether registered or not), utility models, business
methods, marketing and sales know-how, corporate name and logo, goodwill, and trade dress and design
for, as well as any proprietary rights related to the use, marketing and sale of, products and services by
Emaar Misr in Egypt. For further details relating to the Licence Agreement, see ‘‘Material Contracts—
Licence Agreement with Emaar Properties’’.

Information Technology
Emaar Misr operates an information technology network designed and constructed by Emaar Properties
for use by companies in the Emaar Group. The network serves corporate operations, development and
customer interface systems. Using a customised intranet and extranet portal, the information technology
network improves product services through delivering a convenient, easy-to-use interface to corporate
users, customers and prospective buyers.

Legal Proceedings
Emaar Misr and certain of its executives and directors are subject to a number of legal, regulatory and
administrative proceedings arising in the ordinary course of Emaar Misr’s business. Although Management
does not believe that any one existing or threatened judicial proceeding or arbitration could have a
material adverse effect on Emaar Misr, because of the nature of these matters (and in particular
misdemeanour criminal proceedings), Emaar Misr is not able to predict their final outcomes, some of
which may be unfavourable to Emaar Misr. As of 31 March 2015, Emaar Misr recorded EGP 1,685,775 in
provisions for litigation and legal claims. As of the date of this Offering Memorandum, the aggregate
impact of the legal proceedings to which Emaar Misr is a party is estimated to be EGP 4.9 million. The
primary existing disputes, litigation and arbitration proceedings involving Emaar Misr are described below.
See ‘‘Risk Factors—Risks Related to Emaar Misr’s Business and Industry—Emaar Misr would be affected by
any damage to the ‘‘Emaar’’ brand’’ and ‘‘Risk Factors—Risks Related to Emaar Misr’s Business and
Industry—Emaar Misr and certain of its executives and directors are and may continue to be party to civil and
criminal misdemeanour legal proceedings, the outcome of which is uncertain’’.

Misdemeanour Criminal Cases


Under Egyptian law, criminal proceedings may be initiated directly by an individual plaintiff in connection
with certain types of misdemeanours for which the law permits settlement or conciliation pursuant to the
Code of Criminal Procedures. These proceedings may be initiated without any investigation or
recommendation to prosecute by any state investigative or prosecutorial body. When brought against a
corporate entity, the proceedings are instituted against the chairman or chief executive of the entity as the
entity’s legal representative. Direct misdemeanour criminal proceedings may be brought before the first
instance criminal courts and can result in a conviction in absentia under certain circumstances. Conviction
may result in a prison sentence in addition to monetary penalties.

93
According to Egyptian Law, once the accused objects to a judgment rendered in absentia during the
applicable time frame for such objection, the accused is granted the right to a retrial by the first instance
court, and the judgment rendered in absentia is cancelled and replaced by the judgment rendered in the
retrial in the presence of the accused.
Like many businesses operating in Egypt, Emaar Misr and its senior management team has been the
subject of direct misdemeanour criminal cases. In Emaar Misr’s case, these cases have alleged fraud under
Article 336 of the Penal Code and/or breach of trust in connection with the termination of contracts to
purchase units in various Emaar Misr projects. In May 2015, Emaar Misr settled one such case and as of
the date of this Offering Memorandum Emaar Misr and its senior executives are currently contesting two
additional cases. These three cases are described below. Because criminal proceedings may be initiated in
absentia, there may be other cases in process of which the Company and its senior executives are unaware.
• Appeal of misdemeanour No. 59899 for the year 2014 was filed before the Nasr City Misdemeanour
Court of Appeal appealing the judgment rendered in misdemeanour no. 59899 for the year 2014, Nasr
City (misdemeanour) in favour of Ossama El Nagar as claimant against Emaar Misr’s Chairman and
Emaar Misr’s Managing Director. The Chairman was declared innocent but the Managing Director
was sentenced to imprisonment of one year.
This case, which is currently on appeal, arises from a dispute between Ossama El Nagar and Emaar
Misr over the purchase of a residential unit in Project Mivida. According to Management, the
claimant wrote payment checks from his account on behalf of two buyers, whom he represented.
When one of the cheques bounced (which is a misdemeanour under Egyptian law) and the buyers did
not pay the required amount Emaar Misr cancelled the purchase application.
Ossama El Nagar considered Emaar Misr’s cancellation to constitute ‘fraud’ and commenced a direct
misdemeanour case against the Chairman and the Managing Director of Emaar Misr. According to
Emaar Misr’s management, Ossama El Nagar commenced this case without using proper notice
procedures and in a court that did not have jurisdiction over the case. Nonetheless, the court rendered
an in absentia judgment in favour of Ossama El Nagar and sentenced both the Chairman and the
Managing Director to one year of imprisonment. When Emaar Misr objected to this judgment, the
same court held the retrial, and acquitted the Chairman and sentenced the Managing Director to one
year of imprisonment. The Managing Director appealed the judgment.
While the appeal was pending, Emaar Misr settled this dispute on behalf of the Managing Director
without making any monetary payments but rather by rescheduling the customer’s instalment
payments. This settlement will be notified to the court in the next court session scheduled to take
place on 2 June 2015. It is expected that the case will be dismissed as a result.
• Objection No. 17717 for the year 2015 was filed before the Nasr City Misdemeanour Court
challenging the judgment rendered in absentia in favour of Essam Kamal as claimant against the
Managing Director of Emaar Misr. The Managing Director was sentenced to imprisonment for two
years and a bail of EGP 10,000.
According to Management, Essam Kamal purchased a unit in Project Marassi and paid the down
payment. The remainder of the price was to be paid in instalments. Five instalments were not paid
when they fell due. The cheques corresponding to the instalments bounced. Emaar Misr notified
Essam Kamal to pay the due amounts within a week of the notification. Essam Kamal did not pay such
amounts, and Emaar Misr terminated the sale agreement.
Essam Kamal considered Emaar Misr’s termination as ‘fraud’ and commenced a direct misdemeanour
case against the Managing Director of Emaar Misr without using proper notice procedures and in a
court that did not have jurisdiction over the case. Nonetheless, the court rendered an in absentia
judgment of two years of imprisonment against the Managing Director.
This judgment is subject to objection and a retrial has been scheduled for 24 June 2015 to hear the
objection.
• Objection No. 17718 for the year 2015 was filed before the Nasr City Misdemeanour Court
challenging the judgment rendered in absentia in favour of Mohamed Yasser Lotfy as claimant against
the Managing Director. The Managing Director was sentenced to imprisonment of two years and a
bail of EGP 10,000.
According to Management, Mohamed Yasser Lotfy purchased a unit in Project Marassi and paid the

94
down payment. The remainder of the price was to be paid in instalments. Mohamed Yasser Lotfy did
not pay the remainder of the instalments. Therefore, Emaar Misr terminated the sale agreement and
repossessed the unit. Subsequently, Mohamed Yasser Lotfy repurchased the same unit from Emaar
Misr. However, the price of the unit was higher than under the first sale agreement. In addition to the
above, Mohamed Yasser Lotfy purchased another residential unit from Emaar Misr and there was a
difference of 140 square metres between the area set forth in the sale agreement and the actual area
of the purchased unit.
Mohamed Yasser Lotfy considered the above as ‘fraud’ and commenced a direct misdemeanour case
against the Managing Director without using proper notice procedures and in a court that did not
have jurisdiction over the case. Nonetheless, the court rendered an in absentia judgment of two years
of imprisonment against the chief executive officer.
This judgment is subject to objection and a retrial has been scheduled for 25 June 2015 to hear the
objection.

Project Marassi Land Disputes


Various individuals and entities claim title over the land owned by Emaar Misr located on Project Marassi
and have filed lawsuits to enforce their claims. The main lawsuits are discussed below, including those
which have been rejected by the courts and those which are still being adjudicated:

Dispute with the Matrouh Governorate


On 18 February 2007, Emaar Misr purchased the Sidi Abdul Rahman hotel and its surrounding land from
the HOTAC and EGOTH. Emaar Misr commenced the development of Project Marassi on the purchased
land and submitted an application to register the title to the land in its name. In 2009, the Matrouh
Governorate objected to the registration of title on the basis that the land was owned by the Matrouh
Governorate and not HOTAC. Subsequently, Emaar Misr challenged the Matrouh Governorate’s decision
before the Ministerial Committee for Settlement of Investment Disputes. Following a hearing on
30 August 2014, the committee issued a decision in favour of Emaar Misr and ordered the Matrouh
Governorate to approve the land sale to Emaar Misr. On 24 December 2014, the Matrouh Governorate
submitted a letter to the relevant land registry confirming its non-objection to Emaar Misr’s proceeding
with the registration procedures for the land. As of the date of this Offering Memorandum, Emaar Misr is
in the process of registering the title to the land.

Lawsuits filed by Waleed Tawfeek Sadek


• Case number 20 for the year 2012 was filed before the Summary Civil Matrouh court by Waleed
Tawfeek Sadek who requested to appoint a judicial sequestrator on the Sidi Abdul Rahman land. On
31 January 2013, the court rejected the claim and ordered the claimant to pay the proceedings’
expenses. This case was appealed under appeal number 14 for the year 2013 and was ultimately
rejected by the appellate court on 31 March 2014. The judgment is final and non-appealable and, to
date, no challenge has been filed with the court of cassation.
• Case number 78 for the year 2011 was filed before the Civil Matrouh court by Waleed Tawfeek Sadek
who sought to cancel the land deeds n. 130/1976 and n. 183/1988 whose subject matter is the
presidential decree n. 215 for the year 1976 allocating the Sidi Abdul Rahman land to EGOTH and
requested to hand over the plot of land and all buildings constructed thereon to the claimant. On
25 November 2013, the court dismissed the claim and ordered the claimant to pay the proceedings’
expenses. The claimant later filed an appeal under appeal number 20 for the judicial year 70 (2014).
On 29 December 2014, the appellate court rejected the appeal and confirmed the judgment of the
court of first instance. The judgment is final and non-appealable and, to date, no challenge has been
filed with the court of cassation.
• Case number 16 for the year 2011 was filed before the Summary Matrouh court by Waleed Tawfeek
Sadek who sought to suspend the development of Project Marassi. On 27 December 2012, the court
rejected the claim on jurisdictional grounds and ordered the claimant to pay the proceedings’
expenses. Waleed Tawfeek Sadek appealed the judgment under appeal number 10 for the year 2013.
On 25 January 2013, the appellate court rejected the appeal. The judgment is final and
non-appealable and, to date, no challenge has been filed with the court of cassation.

95
• Case number 154 for the year 2012 was filed before the Civil Matrouh first instance court by Waleed
Tawfeek Sadek who sought the validity and enforceability of the contract dated 1 April 2004. The
Court rejected the claim. This judgment was appealed under appeal number 163 for the judicial year
70 (2014). On 23 February 2015, the appellate court rejected the appeal. The judgment is final and
non-appealable and, to date, no challenge has been filed with the court of cassation.

Lawsuits filed by El Safa Company for Commercial Investments


• Case number 24 for the year 2010 was filed by El Safa Company before the first instance civil court of
Matrouh who sought to cancel the land deeds n. 130/1976 and n. 183/1988 and requested to return the
ownership of the land to the claimant. A hearing is scheduled for 26 October 2015 for the expert to
submit his report. The case is pending before the court of first instance.
• Summary case number 1 for the year 2010 was filed by El Safa Company before the Summary
Matrouh court who sought to suspend the development of Project Marassi on the same grounds as
case number 24 for the year 2010. The Court has rejected the claim.

Lawsuits filed by Abdel Gawwad Younes


• Case number 363 for the year 2011 was filed by Abdel Gawwad Younes before the civil Matrouh court
who sought to suspend the development of the works on the land and to cancel the registration of the
land deed n. 130/1976 in relation to presidential decree number 215 for the year 1976 allocating the
Sidi Abdul Rahman land to EGOTH. On 28 December 2014, the court rejected the claim. Abdel
Gawwad Younes filed appeal number 82 for the judicial year 71 before the Alexandria Court of
Appeal. The next session will be held on 26 July 2015 for notifying of the appeal writ.
• Case number 8580 for the judicial year 66 (2012) filed by Abdel Gawwad Younes before the State
Council (Alexandria administrative court) challenging the decision not to prevent development works
in relation to Project Marassi and the cancellation of the decision not to stop reliance on land deed
no. 130/1976 and any consequential actions or contracts. A session was scheduled on 24 January 2015
for submission of the commissioner’s report. The case is pending.

Lawsuits filed by Allam Abdel Rahman


• Case number 8151 for the judicial year 60 (2005) was filed by Allam Abdel Rahman before the State
Council (Cairo administrative court) who sought to cancel the presidential decree number 215 for the
year 1976, pursuant to which the title to the land was transferred to EGOTH. The case is still pending
and, as of the date of this Offering Memorandum, no hearing has been scheduled.
• Case number 43522 for the judicial year 66 (2012) was filed by Allam Abdel Rahman before the
administrative court who sought to cancel the land sale agreement between Emaar Misr and EGOTH
and the presidential decree number 215 for the year 1976 allocating the Sidi Abdul Rahman land to
EGOTH. On 27 January 2015, the court found that it lacked jurisdiction and referred the matter to
the South of Cairo Court. The case has not yet been enrolled with the South of Cairo Court.

Lawsuits filed by Nadia Fouad Mohamed Ahmed


Case number 4224 for the judicial 54 (1998) was filed by Nadia Fouad Mohamed Ahmed before the
Alexandria’s Supreme Appeal Court who sought to obtain the ownership over 60 feddans (approximately
252,000 square metres) of the Sidi Abdel Rahman land and the cancelation of the registered deeds
number 130 for the year 1976 and 183 for the year 1988 and any consequential actions thereto. A hearing is
scheduled for 12 September 2015 for the expert to submit his report. The case is still pending.

Lawsuits filed by Hashem Hamed


Case number 12200 for the judicial year 65 (2011) was filed by Hashem Hamed before the State Council
(Alexandria administrative court) who sought to challenge the decision of not handing over the Sidi Abdel
Rahman land to the Matrouh Governorate based on the non-legality of the Sidi Abdul Rahman land by
Emaar Misr from EGOTH and the cancelation of any consequential actions thereto. The case is pending
and, as of the date of this Offering Memorandum, no hearing has been scheduled.

96
Lawsuits filed by Gadallah Mahmoud
Case number 104 for the year 2014 was filed by Gadallah Mahmoud before the Matrouh First Instance
Civil Court who claimed the title to the land and transfer of 200 feddans (approximately 840,000 square
metres) of the Sidi Abdel Rahman land plot and the cancellation of other ownerships at the notary public.
On 30 May 2015, a favourable judgment was rendered rejecting the case.

Cairo Gate Land Disputes


On 16 November 2006, certain members of Aida Abdel Nasser’s family along with Aida Abdel Nasser and
Emaar Misr entered into preliminary sale agreements comprising approximately 109,200 square metres of
land that is intended for the Cairo Gate project. Emaar Misr paid half of the purchase price on the date of
signing and the remaining balance will be paid upon registration of the sale agreement. However, the sold
land includes approximately 46,200 square metres of land that were subsequently determined to be owned
by a third-party. Emaar Misr filed judicial misdemeanour claims number 3548 for the year 2009 and 16557
for the year 2009 against the sellers of the land for the sale of third-party property and withheld payment of
the balance of the sale price. Emaar Misr is in the process of negotiating with the sellers to replace this
disputed land with alternate land that is adjacent to the rest of the proposed Cairo Gate project. Emaar
Misr plans to pay the balance of the purchase price into an escrow account, from which it will only be
released upon registration of title to the net area of 63,000 square metres.

Disputes Relating to Sales of Residential Units


Approximately 33 legal proceedings have been initiated since 2010 either by or against Emaar Misr in
relation to alleged breaches of contractual obligations under the purchase agreements relating to the sale
of residential units. The disputes are pending before the civil courts of the districts of South and North
Cairo and Matrouh and the Khalifa Partial Court. As a defendant in those proceedings, Emaar Misr is
generally facing claims by customers for failure or delay to deliver residential units and requests for courts
to order payment of compensatory damages, specific performance and/or contract rescission. As a plaintiff
in those proceedings, Emaar Misr generally seeks contract rescissions and retention of 20% of the
purchase price of units due to alleged failure or payment delay by customers.

Employment Disputes
As of the date of this Offering Memorandum, Emaar Misr is party to approximately eight legal
proceedings in the ordinary course of business before civil courts of the districts of South and North Cairo
and Matrouh for unfair or wrongful dismissal or transfer by Emaar Misr of its employees and related
payment of compensatory damages.

Arbitration Dispute
Emaar Misr is a party to an ad-hoc arbitration proceeding initiated on 29 May 2014, by Premix for Ready
Mix Concrete. The tribunal is constituted of three arbitrators, and the parties agreed on the procedural
hearing that all hearings shall be held at the Cairo Regional Center for Commercial International
Arbitration (venue of arbitration) and the dispute shall be governed by the Egyptian law. The claimant in
those proceedings alleges a breach of contractual obligations by Emaar Misr under a memorandum of
understanding dated 18 March 2008 and another contract for land use installation of concrete batching
plants on sites without specifying any monetary claims. The claimant did not quantify the alleged damages,
and requested the tribunal to appoint an expert to perform this exercise. The arbitral tribunal was
constituted on 13 August 2013. The arbitral tribunal held its first session on 29 May 2014 (first procedural
hearing). On 11 December 2014, Emaar Misr submitted its response to the claim and its counterclaim for
an amount of EGP 13,461,430. The claimant’s response to Emaar Misr’s counterclaim was submitted.
Emaar Misr will submit its rejoinder in September 2015.

Insurance
Management believes that Emaar Misr’s insurance coverage for all material aspects of its operations is
comparable to or in excess of that of Egyptian companies in the sector in which Emaar Misr operates.
Insurance for each project under development is provided by Emaar Misr, as required by Egyptian law.
Under Egyptian law, both the construction contractor and the architect of a project are jointly liable for
any harm or loss caused by any defect in construction for 10 years from the date construction is completed.
The coverage that Emaar Misr maintains insures Emaar Misr against this liability, and also covers Emaar

97
Misr for harm or loss caused by natural disasters while a project is under development. The third-party
sub-contractors employed by Emaar Misr are responsible for insuring their construction employees against
injury. Emaar Misr also maintains insurance coverage for the leisure clubs and other infrastructure that are
part of its developments.

Employee Share Option Plan


On 26 January 2015, an Extraordinary General Meeting of Emaar Misr approved amendments to the
Statutes allowing the Board of Directors, subject to an approval of the shareholders, to create an employee
share option plan (‘‘ESOP’’) as provided in the Egyptian Companies Law by way of (i) granting free
Ordinary Shares; (ii) sale of Ordinary Shares under preferable conditions; or (iii) a promise to sell
Ordinary Shares upon the lapse of a certain period of time and the fulfilment of certain conditions. Emaar
Misr intends to create the ESOP by way of granting free shares.

98
MATERIAL CONTRACTS
The following are contracts that have been entered into by the Company that contain provisions under
which the Company has an obligation or entitlement that is material to the Company as of the date of this
Offering Memorandum.

Land and Property Contracts


Uptown Cairo: Preliminary Sale Agreement
On 10 August 2005, Emaar Misr and El Nasr Company entered into a preliminary sale agreement for the
acquisition by Emaar Misr of a plot of land at the Zahraa El Mokattam hill, comprising a total area of
approximately 4,000,000 square metres. In accordance with the Cairo governorate decree No. 501 for 2008
approving the master plan for Project Uptown Cairo, the area of the land subject to the master plan was
4,531,029 square metres.
The preliminary sale agreement permits Emaar Misr to develop the land after obtaining the necessary
approvals of a proposed master plan. The Cairo Governorate approved the Uptown Cairo master plan in
March 2008 and approved further amendments in October 2014. As of the date of this Offering
Memorandum, Emaar Misr has submitted certain changes to the master plan that are still pending
approval. The Uptown Cairo master plan provides for residential, retail, commercial and hospitality areas
that will include a school and medical centre, a business park, hotels, retail stores, leisure developments
and an 18-hole golf course, in addition to Emaar Square, an outdoor retail and lifestyle venue. Under the
terms of the agreement, Emaar Misr is required to construct infrastructure and road networks for the
project. See ‘‘Description of Emaar Misr—Projects under Development—Project Uptown Cairo’’. Any
amendments to Uptown Cairo’s master plan must be approved by the Cairo Governorate. Under the
preliminary sale agreement, Emaar Misr may dispose of the land or any part thereof, provided the
purchase price is paid in full and that Emaar shall remain liable to El Nasr Company with respect to the
development obligations. Both El Nasr Company and the Egyptian government retain a right of inspection
on the land, to ensure Emaar Misr meets its development obligations. Emaar Misr is obliged to complete
the project within approximately six years from the date of obtaining all required building permits and
connection of main utilities.
Subject to the payment of an additional EGP 19 million for an increase in the land area as per a survey
report which have not been claimed by the seller, Emaar Misr has paid the purchase price for the land in
full. El Nasr Company has not yet transferred the land title to Emaar Misr. Emaar Misr is in the process of
registering title to the land in coordination with the seller and the Governorate of Cairo.

Marassi: Preliminary Sale Agreement


On 18 February 2007, Emaar Misr as acquirer, HOTAC as seller and EGOTH as endorsing party and
previous owner of the land entered into a preliminary sale agreement for Emaar Misr’s acquisition of the
Sidi Abdel Rahman land plot and Al Alamein Hotel located at Sidi Abdul Rahman, North Coast,
Matrouh. The total area of the land is 6,244,431 square metres. On 26 September 2011, HOTAC and
EGOTH entered into an addendum to the preliminary sale agreement for the acquisition of an additional
land of an area of approximately 217,115 square metres.
The preliminary sale agreement permits Emaar Misr to develop the land after obtaining the necessary
approvals of a proposed master plan. The preliminary approvals on the project were obtained from the
Governorate of Matrouh, the Ministry of Tourism and the prime minister of Egypt in the last quarter of
2007. The Marassi master plan provides for the development of a beach resort, residential units, a town
centre, a medical centre, an entertainment centre, an 18-hole golf course and spas as well as a marina.
Under the terms of the agreement, Emaar Misr is required to retain the existing hotel on the land and its
employees and establish and manage at least 3,000 hotel keys on the property. See ‘‘Description of Emaar
Misr—Projects under Development—Project Marassi’’. The Engineering department of Alalamein District,
Governorate of Matrouh approved Marassi’s master plan in 2013 and any amendments to it must be
approved by the Governorate of Matrouh, the Ministry of Tourism and the prime minister of Egypt. Under
the preliminary sale agreement, Emaar Misr may dispose of the land or any part thereof, provided that the
successor shall assume all of Emaar Misr’s development obligations, which Emaar Misr will continue to
remain liable for after disposal of the land. Both HOTAC and the Egyptian government retain a right of
inspection on the land, to ensure Emaar Misr meets its development obligations. Emaar Misr is obliged to
complete the project within approximately 5.5 years from conducting all the required land studies and

99
obtaining required building permits. Outstanding approvals on the land include the authorisations related
to the marina, the maximum height reference point and environmental approvals.
Emaar Misr has paid the purchase price in full when it obtained the rights to the land in 2006, but HOTAC
has not yet transferred land title to Emaar Misr. Emaar Misr is in the process of registering title to the
land, see ‘‘Description of Emaar Misr—Projects under Development—Project Marassi’’. Remaining fees
related to the land include approximately EGP 13 million of costs related to the Marassi Southland asset to
be paid upon registration of the land.

Mivida: Preliminary Sale Agreement


On 3 September 2006, Emaar Misr and NUCA entered into a preliminary sale agreement for the
acquisition of land plot number 16 East Louts section—New Cairo, the Mivida land development project.
The area of the plot of land was amended through a letter dated 14 April 2009, bringing Project Mivida to
a total area of 3,745,854.59 square metres.
The preliminary sale agreement permits Emaar Misr to develop the land after submitting a master plan for
approval to the Egyptian Ministry of Housing, Utilities and Urban Development (the ‘‘Ministry of
Housing’’). The Mivida master plan, as approved by the Ministry of Housing on May 2008, provides for the
development of residential, retail, commercial and hospitality areas that will include amenities, a business
park, a hotel and a town centre with boulevard-style shopping, in addition to Mivida Downtown which will
feature retail, office space, medical and educational facilities and a hotel. See ‘‘Description of Emaar Misr—
Projects under Development—Project Mivida’’. Amendments to the master plan were approved by the
Ministry of Housing in February 2009 and any further amendments must be approved by the Ministry of
Housing. Under the preliminary sale agreement, Emaar Misr is prohibited from offering any units for sale
without obtaining NUCA’s approval (provided that the preliminary sale agreement entered into between
NUCA and Emaar Misr is signed and NUCA issues the master plan decree) or disposing of the land prior
to the payment of the full purchase price and completion of the project.
Emaar Misr paid an advance payment on the land in February 2006 and the remainder of the purchase
price is scheduled to be made over seven instalments. As of the date of this Offering Memorandum, Emaar
Misr has paid four instalments and the outstanding amount is approximately EGP 931 million. Of this
outstanding amount, 15% is expected to be paid in 2015, 26% is expected to be paid in 2016 and the
remainder in 2017 (excluding interest). Any delay in payment will result in interest rate charges applied by
the National Investment Bank and if the subsequent instalment is not paid, all instalments automatically
become due. If Emaar Misr defaults on the payments, NUCA is entitled to rescind the agreement.
NUCA is entitled to monitor the construction of Project Mivida by making periodic inspection visits. If
Emaar Misr violates any of its development obligations, NUCA is entitled to suspend construction works
and instruct Emaar Misr to rectify the violations within a certain timeframe, which is enforceable through
administrative means. Additionally, if NUCA determines that Emaar Misr’s resources are inadequate to
complete the project, it is entitled to amend the land allocation and the preliminary sale agreement or
withdraw the land allocation entirely. The project is expected to be completed in 2019, see ‘‘Risk Factors—
Risks Relating to Egypt and the MENA Region’’.
As of the date of this Offering Memorandum, the land has been handed over to Emaar Misr. NUCA has a
lien over the land until the purchase price is fully paid. If Emaar Misr completes the development of a
particular stage of the master plan and has paid the corresponding price for that stage, NUCA may
transfer title to Emaar Misr for that part of the land upon request from Emaar Misr. If Emaar Misr fails to
acquire title to the land, perform its development obligations or make payment on the land, NUCA may
claim right to the land. Under the preliminary sale agreement, Emaar Misr has waived its legal
pre-emption right to NUCA’s sales of any land adjacent to Project Mivida. Outstanding required approvals
include a ministerial decree regarding the revised master plan. Title to the land has not yet been registered
to Emaar Misr and Emaar Misr may not begin the registration process until full payment is made, see
‘‘Description of Emaar Misr—Projects under Development—Project Mivida’’.

Cairo Gate: Preliminary Sale Agreements


Emaar Misr acquired the land that is intended for the Cairo Gate development project through the
following preliminary sale agreements:
On 30 August 2005, Emaar Misr and Arab Contractors for Investments SAE entered into a preliminary
sale agreement comprising 244,790 square metres of land that is intended for the Cairo Gate project. The

100
sold land includes 18,750 square metres of land that was expropriated by Prime Minister decree No. 1142
of 1994. Emaar Misr was assigned the right to receive any compensation arising from the area and paid the
purchase price in full. The net area in Emaar Misr’s possession under this preliminary sale agreement is
226,040 square metres.
On 11 April 2006, Emaar Misr and Commercial International Bank entered into a preliminary sale
agreement comprising approximately 327,950 square metres of land that is intended for the Cairo Gate
project. The sold land includes a part of the Cairo—Alexandria desert road with an area of approximately
6,750 square metres under the possession of the government. Emaar Misr was assigned the right to receive
any compensation arising from the expropriation of the said area and paid the purchase price in full. In
addition, Emaar Misr has disposed of approximately 8,400 square metres of this land. The net area in
Emaar Misr’s possession under this preliminary sale agreement is 313,000 square metres.
On 16 November 2006, Aida Abdel Nasser, members of her family and Emaar Misr entered into
preliminary sale agreements comprising approximately 109,200 square metres of land that is intended for
the Cairo Gate project. Emaar Misr paid half of the purchase price on the date of signing and the
remaining balance will be paid upon registration of the sale agreement. However, the sold land includes
approximately 46,200 square metres of land that were subsequently determined to be owned by a third-
party, see ‘‘Description of Emaar Misr—Legal Proceedings—Cairo Gate Land Disputes’’. Emaar Misr is in
the process of negotiating with the sellers to replace this disputed land with alternate land that is adjacent
to the rest of the proposed Cairo Gate project. Emaar Misr plans to pay the balance of the purchase price
into an escrow account, from which it will only be released upon registration of title to the net area of
63,000 square metres.
Emaar Misr is obliged to pay change of activities fees in order to obtain a permit to carry out construction
and development activities on the land comprising Cairo Gate. Emaar Misr has currently suspended the
registration of title process until a decision is made with regard to payment of the change of activities fees.
On 15 June 2010, Prime Minister Decree No. 1702/2010 expropriated an additional 18,550 square metres
of the land.

Licence Agreement with Emaar Properties


Pursuant to the Licence Agreement with Emaar Properties, Emaar Properties granted to Emaar Misr a
perpetual, royalty-free, non-exclusive licence to use intellectual property rights owned by Emaar Properties
in Egypt, including the following trademarks: the words ‘‘Emaar’’, ‘‘Marassi’’ and ‘‘Mivida’’ in Latin and
Arabic letters, the word ‘‘Egypt Mall’’ in English letters, the ‘‘Emaar’’ and ‘‘CA’’ logos, and the ‘‘Uptown
Cairo’’ logo in English and Arabic (collectively, the ‘‘Trademarks’’), copyrights, designs (whether
registered or not), utility models, business methods, marketing and sales know-how, corporate name and
logo, goodwill, and trade dress and design for, as well as any proprietary rights related to the use,
marketing and sale of, products and services by Emaar Misr in Egypt (collectively, with the Trademarks,
the ‘‘IP Rights’’).
Pursuant to the Licence Agreement, Emaar Misr will not pay any royalty or fee, in any form, in
consideration for the grant by Emaar Properties of the licence to use the IP Rights, provided that Emaar
Properties remains, whether directly or indirectly, a 51% shareholder of Emaar Misr. Under the Licence
Agreement, Emaar Misr may not grant any sub-licence for the use of the IP Rights, or assign the Licence
Agreement or any part of it, without the prior written consent of Emaar Properties. Emaar Misr may not
acquire any interest, title or ownership right with respect to the IP Rights, which shall be the exclusive
property of Emaar Properties.
During the course of the Licence Agreement, Emaar Misr is required to ensure that the marketing of its
products and services is consistent with the global brand of, and the marketing strategies employed by,
Emaar Properties, and the use of IP Rights is consistent with any form laid down or method prescribed by
Emaar Properties.
Emaar Misr will bear all costs related to the marketing and advertising of its services and products,
including with respect to media advertisement, publicity and sales promotion, and advertising production
as well as all costs incurred for registering, maintaining, enforcing and protecting the IP Rights in Egypt,
including against third-party claims as directed by Emaar Properties in its sole direction. Emaar Misr will
also bear all costs and expenses related to the registration, enforcement or eventual cancellation of the
Licence Agreement in Egypt, and Emaar Misr’s compliance with all legal requirements arising out of the
grant of the licence to use the IP Rights in Egypt.

101
Upon Emaar Properties’ instructions, Emaar Misr will take or assist Emaar Properties with any legal
action to protect the Trademarks against any infringement, unlawful registration or unfair competition, and
will notify Emaar Properties immediately upon becoming aware of any act involving such practices by third
parties. Any damages awarded as a result of the foregoing legal action shall vest in and accrue for the
benefit of Emaar Properties.
The Licence Agreement may be terminated by mutual agreement between Emaar Misr and Emaar
Properties. Additionally, Emaar Properties may terminate the Licence Agreement at any time and
effective immediately upon the occurrence of one of the following events: (i) Emaar Properties ceases to
hold 51% of Emaar Misr’s share capital, (ii) Emaar Properties becomes wound up, through voluntary
action or otherwise, (iii) the introduction of any legislation or regulation in Egypt limiting the rights of
Emaar Properties to appoint Emaar Misr’s directors or such directors’ rights to fully participate in the
decision making of Emaar Misr’s Board of Directors, or depriving any shareholder of Emaar Misr of any of
their shares therein or the voting rights attached thereto and (iv) Emaar Misr committing a breach of the
Licence Agreement without remedying such breach within one month of being informed thereof or being
stripped of any of its businesses or undertakings.

Facility Agreements
Emaar Misr is a party to certain credit facility agreements. For a description of the main terms of those
agreements, see ‘‘Operating and Financial Review—Credit Facilities’’. Several of Emaar Misr’s credit
facilities include change of control restrictions which require Emaar Properties PJSC not to decrease its
shareholding in Emaar Misr, failing which Emaar Misr may be considered in default under the relevant
credit facility. Emaar Misr has obtained the relevant bank’s approval where such bank’s approval is
required prior to a change in Emaar Misr’s shareholding structure.

Related Party Agreements


Emaar Misr has entered into certain agreements with certain members and affiliates of the Emaar Group
which are material to Emaar Misr. For a description of those related party arrangements, see ‘‘Certain
Relationships and Related Party Transactions’’.

Agreements Relating to the Institutional Offering


For a description of the Underwriting Agreement entered into among Emaar Misr, the Principal
Shareholder and the Managers in connection with the Institutional Offering, see ‘‘Plan of Distribution—
Underwriting Agreement’’.

102
MANAGEMENT
Board of Directors
Emaar Misr is governed by its Board of Directors. Directors are generally elected for a term of three years
or until their successors are elected and qualified. The Board of Directors is committed to practices of
corporate governance in line with international best practices. The Board of Directors consists of eight
members who have initially been appointed by Emaar Misr and subsequently will be elected by Emaar
Misr’s shareholders. The Board of Directors is comprised of three independent non-executive directors,
four Emaar Properties non-executive directors and one executive director. The Board of Directors will
meet at least once every three months.
The following table sets forth the current members of the Board of Directors of Emaar Misr:

Name Age Position Member since

Mohamed Ali Rashed Alabbar . . . . . . . 59 Non-executive Chairman representing 2007


Emaar Properties PJSC
Mohamed El Dahan . . . . . . . . . . . . . . . 47 Managing Director, Executive Board 2015
Member
Jamal Majid Bin Thaniah . . . . . . . . . . . 55 Non-executive Board member 2013
representing Emaar Properties PJSC
Ahmed Jawa . . . . . . . . . . . . . . . . . . . . 58 Non-executive Board member 2011
representing Emaar Properties PJSC
Fadel Abdulbaqi Al Ali . . . . . . . . . . . . . 51 Non-executive Board member 2013
representing Emaar Properties PJSC
Dr Ziad Ahmed Bahaa-Eldin . . . . . . . . 51 Non-executive Independent Board 2015
member
Heba El Gabaly . . . . . . . . . . . . . . . . . . 40 Non-executive Independent Board 2015
member
Tarek Abdalla . . . . . . . . . . . . . . . . . . . 37 Non-executive Independent Board 2015
member
According to the Statutes and Egyptian Companies Law, the primary functions of the Board of Directors
are to manage Emaar Misr and undertake all matters not reserved by the Egyptian Companies Law and
the Statutes to the general meetings of the shareholders. The authority of the Board of Directors includes
the following:
• appoint the Chairman from among its members;
• appoint one or more managing directors from among its members;
• appoint one or more committees to undertake specific tasks from among its members;
• delegate powers to the Chairman, managing directors and/or committees;
• review and approve Emaar Misr’s financial statements for submission to the Ordinary General
Meeting of Emaar Misr; and
• ensure that the Board of Directors’ composition, structure, policies and processes meet all relevant
legal and regulatory requirements, including applicable corporate governance standards.
Egyptian Companies Law gives the Board of Directors broad powers to manage Emaar Misr, which powers
include the following:
• review and approve the multi-year business plan and annual budget of Emaar Misr;
• review and approve major company transactions and investment projects of Emaar Misr;
• ensure high standards of company leadership and executive management succession planning;
• approve the remuneration policy for Emaar Misr and all stock-related compensation schemes;
• ensure that Emaar Misr maintains an effective system of internal controls designed to insure the
integrity of all financial and non-financial disclosures based on the recommendations of the Audit
Committee; and

103
• ensure that the Board of Directors’ composition, structure, policies and processes meet all relevant
legal and regulatory requirements, including applicable corporate governance standards.

Biographies of the Members of the Board of Directors


Mohamed Ali Rashed Alabbar has served as Chairman of the Board of Directors of Emaar Misr since 2007.
He started his career in 1981 with the UAE Central Bank and later worked as Director and General
Manager of Al Khaleej Investments, Singapore, in 1987. He has held several senior positions in diverse
governmental organisations and businesses. Mr Alabbar was the founding Director General of the Dubai
Department of Economic Development and served as a member of the Dubai Executive Council and
Dubai Economic Council. He served as the Vice Chairman of Dubai Aluminium Company (DUBAL) for
over a decade from 1992 to 2003 contributing to the growth of Dubai’s non-oil sector, and was Executive
Chairman of the Dubai World Trade Centre from 1992 to 2002, positioning the city in an international
destination for trade events, exhibitions and conferences. The founder and chairman of Dubai Financial
Market, Mr Alabbar has served as Director on the Board of the Emirates Stock Exchange Authority,
Dubai Chamber of Commerce and National Bank of Dubai (now known as Emirates NBD). Further
underlining the deep expertise he brings in diverse business sectors, he was chairman of Dubai Bank,
Dubai Cable Company and Dubai Quality Board. He is currently the Chairman of Emaar Properties, a
leading developer of iconic real estate. Mr Alabbar has a wealth of experience in developing large real
estate developments that stimulate local economies and generate sustained economic growth. Mr Alabbar
graduated in Finance and Business Administration from the Seattle University in the United States, where
he holds an Honorary Doctorate and serves on the Board of Trustees.
Mohamed El Dahan has served on the Board of Directors since 2015, previously served as the Chief
Executive Officer of Emaar Misr and has been with Emaar Properties since 2005, previously as head of
internal audit, risk management and compliance. Mr El Dahan has experience in real estate, construction,
financial and banking industries worldwide. He is also the Executive Officer—Group Business
Development & Operations at Emaar Properties PJSC. Mr El Dahan serves as a member of the Board of
Directors of Emaar Industries and the Chairman of its Executive Committee. Prior to joining Emaar,
Mr El Dahan held various Internal and External Audit Management positions within H.H. The Ruler’s
Court—Financial Audit Department in the UAE and The Central Auditing Organisation (CAO) in Egypt.
Mr El Dahan holds a bachelor of arts in Accounting and a Post Graduate Diploma in Business and
Accounting from American University in Cairo. He also holds professional designations in the fields of
internal auditing, accounting, fraud and management. He has a CIA from the Institute of Internal
Auditors, a CFE from the Association of certified fraud examiners and a CPA designation, from Montana
Society of Certified Public Accountants in the USA. Additionally, he has completed the Advanced
Management Program for Senior Management by INSEAD in France.
Jamal Majid Bin Thaniah has served as a Director and Vice Chairman of the Company since 2013 after
previously serving as a Non-Executive Director from October 2009. He joined Dubai Ports in 1981 and,
from 2001, led Dubai Ports Authority. He also serves as a non-executive director of Etihad Rail (Abu
Dhabi) and as an independent non-executive director of Emaar Properties PJSC. He previously served as a
Director of Port & Free Zone World FZE and he remains one of the two representatives of Port Free
Zone World FZE on the Board of DP World and a member of the nominations and governance
committee. As vice chairman of global operator DP World, he plays a significant role in the development
of DP World, supporting both the board and the company. Mr Bin Thaniah also holds several other senior
positions, including group CEO of Ports & Free Zone World, the holding company of DP World,
Economic Zones World and P&O Ferries, Vice Chairman of Istithmar World Holdings LLC and Istithmar
World PJSC and Non-Executive Director of Union Railway Company (Abu Dhabi). Mr Bin Thaniah was
appointed as an independent non-executive director of Emaar Properties PJSC in April 2012. Mr Bin
Thaniah is a regular participant and speaker at annual conferences in Europe and Asia. Mr Bin Thaniah
was awarded the ‘‘Personality of the Year’’ by Lloyd’s List in 2006. He holds a bachelor degree in Business
Administration, and has completed extensive training in the United Kingdom and Europe.
Ahmed Jawa has served on the Board of Directors since 2011. Mr Jawa established Starling Holding
Limited, a global investment group that deals with private equity and direct investments worldwide. He
also established Contracting and Trading Company (CTC), which oversees investment opportunities and
options in the GCC region and the Middle East. His expertise, professionalism and contribution to
international business were underscored in 1996 at the World Economic Forum in Davos, Switzerland,
where he was honored as one of the Leaders of Tomorrow. Ahmed is credited with introducing a range of
Walt Disney licenced products to the Middle East markets through Disney-Jawa Enterprises, a joint

104
venture between the Walt Disney Company and the Jawa family. As chairman of the joint venture, he
supervised the sales and marketing of Disney computer software, interactive multimedia, toys, home
furnishing, personal care products, consumer electronics, publishing and English and Arabic videos in the
region. Ahmed served as board member of Tricon Group, a United States based oil and securities trading
firm from 1983 to 1991. He was also chairman of Stallions Home Video LLC, a video distribution company
in the Middle East, and spearheaded the anti-piracy initiative in the region. He is a board member of
Emaar Properties PJSC and chairman of its investment committee and a member of its nomination and
remuneration committee. He is a board member and chairman of the nomination and remuneration
committee of Emaar Economic City, a publically traded company listed on the Saudi Arabian stock
exchange and also involved in the development of the Middle East’s largest private sector real estate
development, King Abdullah Economic City. He is board member of Emaar Turkey and serves on the
board of Emaar MGF India. He is also board member of RAK Petroleum, a publicly traded company, and
chairman of its audit committee. Additionally, he served on the board of Mirapolice, an entertainment
company that builds theme parks in France. Mr Jawa served as chairman of Coflexip Saudi Arabia, a joint
venture with the French giant Elf Aquitaine, which was one of only two companies in the 1980s involved in
laying underwater pipes for crude oil transmission. Mr Jawa, born in Jeddah in 1956, holds a bachelor of
science in Business Administration and a masters in business administration (MBA) from the University of
San Francisco.
Fadel Abdulbaqi Al Ali has served on the Board of Directors since 2015. Mr Al Ali is the Chief Operating
Officer of Dubai Holding, a leading investment conglomerate with operations in 24 countries employing
over 22,000 people. Mr Al Ali plays a significant role in shaping Dubai Holding strategy that manages
AED 116 bn portfolio of assets, which supports the strong development of Dubai’s non-oil economy across
sectors including; tourism, hospitality, media, real estate, ICT, education and financial services. Mr Ali is
Chairman of Dubai International Capital and Dubai Group. He also serves on the Boards of Emirates
Integrated Telecommunications Company PJSC (DU), Dubai Financial Services Authority (DFSA), Dubai
Properties Group and Jumeirah Group. He has considerable experience in the finance industry which
includes several years at Citibank where he served in a number of roles. His last held position at Citibank
was UAE Distribution Head, prior to moving to Dubai Holding. Mr Al Ali holds a B.Sc. (Honours) in
Industrial and System Engineering from the University of Southern California, and holds a Certificate of
Finance from the American University of Sharjah. He has attended several professional development
programs.
Dr Ziad Ahmed Bahaa-Eldin has served as director of Emaar Misr since 2015. He is a non-executive member
of the board of directors of HSBC Bank Egypt and the National Bank of Egypt (UK), and a director of the
Egyptian Initiative for the Prevention of Corruption. From 2013 to 2014, Dr Bahaa-Eldin was the Deputy
Prime Minister for Economic Development and Minister of International Cooperation. He is also a former
Member of Parliament representing Assiut. In 2011, Dr Bahaa-Eldin was a Senior Legal Advisor to the
Central Bank of Egypt. From 2009 to 2011, he was the first Executive Chairman of the Egyptian Financial
Supervisory Authority (EFSA), which he helped found. From 2004 to 2007, he was Executive Chairman of
the Egyptian General Authority for Investment and Free Zones. He acted as a non-executive member of
the Board of Directors of the Central Bank of Egypt from 2004 to 2011 and of the National Bank of Egypt
from 2005 to 2010. As an attorney specializing in financial law, governance, compliance, and economic
legislation, Dr Bahaa-Eldin practiced law in Cairo and Washington, DC and acted from 1997 to 2000 as the
senior legal advisor to the Minister of Economy. Dr Bahaa-Eldin also was an adjunct lecturer at the
Faculty of Law at the Cairo University from 1998 to 2004. He is the founder and member of the Board of
Directors of the Ahmed Bahaa-Eldin Cultural Foundation, a charity promoting education, training, and
creative thinking among Egyptian youth in Upper Egypt, and is a member of the Board of Trustees of the
American University in Cairo. Dr Bahaa-Eldin received his Ph.D. in Financial Law from the London
School of Economics (1997), an LL.M. in International Business Law from King’s College London (1989),
a bachelor degree in Economics from the American University in Cairo (1987) and a Bachelor of Law
degree from Cairo University (1986).
Heba El Gabaly has served on the Board of Directors since 2015. Ms Heba El-Gabaly is currently a
managing partner of Eklego Design Ltd., managing the company’s retail operations, customer and
marketing strategy, and supply chain management. Prior to joining Eklego Design Ltd., Ms El-Gabaly
worked as an associate in the Dubai office of McKinsey & Company. Her experience at McKinsey &
Company includes, among other projects, the organisational transformation of a Middle Eastern
petroleum company to capture savings through the implementation of new organisational processes and
the structuring and developing of a performance management system, the development of a strategy for

105
the government of Dubai to attract investments in select manufacturing industries, and the support of a
leading Middle Eastern bank in the implementation of its retail banking strategy. Prior to joining
McKinsey & Company, Ms El-Gabaly worked at BP Egypt, where she was actively involved in
implementing the strategic business plan development of BP Egypt’s assets, as well as other organisational
tasks, including the development of a performance contract for Gulf of Suez Petroleum Co. Prior to joining
BP Egypt, Ms El-Gabaly worked as brand manager for Procter & Gamble Egypt. Ms El-Gabaly holds a
bachelor degree in Economics & Business Administration from the American University in Cairo and an
MBA from Harvard University.
Tarek Abdalla has served on the Board of Directors since 2015. Mr Abdalla is the Regional Head of
Marketing at Google and is responsible for the MENA region. His role is to build usage and penetration of
Google products in addition to leading commercialisation of products and services for businesses, creators
and publishers across the Arabic speaking world. Since joining Google in 2012, Mr Abdalla has worked, in
partnership with content creators, governments and large and small businesses across industries in the
MENA region, on the launches of YouTube, Google Street View, Google Maps, Google Cultural Institute
and Google Partners, with the aim of further developing the internet economy. With over 17 years of
experience in consumer marketing and strategy consulting in North America, the Middle East and
emerging markets, he has held numerous leadership positions in companies such as Mars Incorporated and
Booz & Company with extensive experience in new product development, brand strategy, life cycle
management, route to market, distributor setup, mergers and acquisitions, technology-based
transformation and emerging markets strategy. Mr Abdalla also serves as an advisory board member of the
CMO Council and is a frequent panellist and speaker in marketing and technology forums in the Middle
East. He holds an MBA from Sheffield Business School, a Post Graduate Diploma in Integrated
Marketing Communications from the International Advertising Association and a bachelor degree in
Business Administration from the American University in Cairo.

Board Committees
The Board of Directors has an Audit Committee.

Audit Committee
As required by the EGX Listing Rules, Emaar Misr has an Audit Committee composed of three
non-executive directors, with at least one of them a financial and accounting expert. The Audit Committee
is accountable to the Board of Directors of Emaar Misr. See ‘‘—Board of Directors’’. The Audit Committee
is chaired by Jamal Majid Bin Thaniah and also includes Ahmed Jawa as a member and Heba El Gabaly as
an expert independent member. Mr Bin Thaniah and Mr Jawa were appointed on 18 September 2014.
Ms El Gabaly was appointed on 18 May 2015.
The Audit Committee shall have at least three Board members all of which are non-executive Board
members with experience in Emaar Misr’s sector, at least one of which shall be independent (i.e., a
non-executive Board member who, during the last three years preceding his/her appointment as such, was
not an employee of, a party to an agreement with or board member of the relevant company, its holding
company, subsidiaries or affiliates or any of their related parties). According to the EGX Listing Rules, if
Emaar Misr does not have sufficient Board members to fulfil the above requirements, Emaar Misr may
appoint audit committee members from outside of it.
The main functions of the Audit Committee are as follows:
• Review and inspection of the internal control procedures of Emaar Misr and the extent of its
application.
• Study of the applicable accounting policies of Emaar Misr and the changes resulting from applying
new accounting policies.
• Review and inspection of the mechanics and tools of internal review, its procedures, plans and results,
in addition to studying the internal review reports and following up on implementing its
recommendations.
• Review the procedures of preparing and reviewing the periodic and annual financial statements,
offering memoranda for public offering and private placement and estimated balance sheets,
including the estimated cash flow sheets and provisional revenue sheets.

106
• Review the preliminary financial statements’ draft before presenting the same to the Board of
Directors with the view of sending the same to the auditor.
• Proposing the appointment of auditors, determining their remuneration and examining all issues
relating to their resignation or dismissal without prejudice to the law’s provisions.
• Provide an opinion with regard to (i) the authorisation to appoint the auditor(s) of Emaar Misr to
undertake services on behalf of Emaar Misr other than the review of the financial statements and
(ii) the estimated remuneration of the auditor(s), not in contradiction with their independence
requirements.
• Review of the auditor’s report with regard to the financial statements and discussing the auditor’s
remarks and reservations in this regard, in addition to working on resolving the differences in points
of view between Emaar Misr’s management and the auditor.
• Ensure that a report is submitted to the Board of Directors by a non-related specialised expert on the
nature of the transactions and operations which have been entered into with related parties and the
extent of harm, if any, such transactions and operations have on Emaar Misr or its shareholders.
The Audit Committee shall ensure that Emaar Misr’s Management comply with the auditor and EFSA’s
recommendations. The Audit Committee is further required to provide the Board with reports at least
once every quarter, meeting at least every three months. The Board of Directors may also delegate to the
Audit Committee any additional matters that they see in the benefit of Emaar Misr. The Board of
Directors is required to address the Audit Committee’s recommendations within 15 days from receiving
notice of such recommendations. If the Board does not follow the material recommendations, the
chairman of the Audit Committee must, within 60 days, notify both the EGX and EFSA.

Fiduciary Duties: Related Party Transactions


The following summarises principles of the Egyptian Companies Law concerning related party
transactions:
• Any bilateral contract between a company and any of its founding shareholders during the first five
years of the company’s existence and any bilateral contract between a company and any of its board
members at any time must be authorised by the ordinary general meeting before each individual
contract is entered, failing which the contract will be deemed to be null and void.
• No board member or manager may engage in the same business activities as those of the company or
any branch thereof without the prior authorisation of the ordinary general meeting, failing which the
company will be entitled to compensation or to treat such competitive transactions as having been
carried out for the account of the company.
• Where any matter to be considered by the board of a company involves or creates a conflict of interest
between that company and any of its board members or managers, each such board member or
manager must disclose such conflict to the board and refrain from voting on such matter. All such
matters must be reported to the ordinary general meeting before any resolution relating to such
matter is voted on by the ordinary general meeting.
• No board member or manager may enter into any bilateral contract on behalf of a company with
another entity of which the board member or manager is also a director, or in which a shareholder or
shareholders of the company own the majority of the Ordinary Shares if the consideration for such
contract is 20.0% or more below that which could be secured in an arm’s-length agreement, failing
which the company or any interested party will have a right to compensation.
A related party transaction that is presented to a company’s ordinary general meeting must be approved by
more than 50.0% of the shareholders attending the meeting.
Additionally, Article 39 of the EGX Listing Rules provides that insiders, founders and main shareholders
(i.e., shareholders and their related parties owning, directly or indirectly, 10% or more of the company’s
Ordinary Shares) and their related parties, may not be parties to any bilateral treaties to be entered into
with the company unless the transaction or contract is submitted to the approval of the ordinary general
meeting of the company with all its details and data including the quantity and price before undertaking
the transaction or executing the contract. Such insiders, founders, main shareholders and/or their related
parties cannot vote in such shareholders’ meeting.

107
For a description of related party transactions entered into by Emaar Misr, see ‘‘Certain Relationships and
Related Party Transactions’’. All of the transactions described in this Offering Memorandum have, where
appropriate, been executed in compliance with the provisions of the Egyptian Companies Law concerning
related party transactions.

Management Structure
Set forth below is a chart showing the management structure and divisions of Emaar Misr:

28MAY201508454505

Executive Officers
The following table sets forth the current principal executive officers of Emaar Misr, their positions and
years of appointment:

Year of
Name Age Position appointment

Mohamed El Dahan . . . . . . . . . . . . . . . 47 Managing Director 2015


Ayman Hamdy . . . . . . . . . . . . . . . . . . . 46 Executive Director, Legal 2006
Walid El-Hindi . . . . . . . . . . . . . . . . . . . 43 Chief Development Officer 2008
Ahmed Fathallah . . . . . . . . . . . . . . . . . . 39 Chief Investment Officer 2014
Nabil Amasha . . . . . . . . . . . . . . . . . . . . 46 Chief Marketing Officer 2008
Moataz Hassouna . . . . . . . . . . . . . . . . . 45 Chief Information Officer 2007
Mohamed Said . . . . . . . . . . . . . . . . . . . 45 Senior Projects Director 2010
Wael El-Menoufy . . . . . . . . . . . . . . . . . 49 Senior Director, Commercial 2008
Ahmed Gad . . . . . . . . . . . . . . . . . . . . . 41 Senior Director, Finance 2007

Biographies of the Executive Officers


Mohamed El Dahan has served on the Board of Directors since 2015, previously served as the Chief Executive
Officer of Emaar Misr and has been with Emaar Properties since 2005, previously as head of internal audit,
risk management and compliance. Mr El Dahan has experience in real estate, construction, financial and
banking industries worldwide. He is also the Executive Officer—Group Business Development &
Operations at Emaar Properties PJSC. Mr El Dahan serves as a member of the Board of Directors of
Emaar Industries and the Chairman of its Executive Committee. Prior to joining Emaar, Mr El Dahan
held various Internal and External Audit Management positions within H.H. The Ruler’s Court—Financial
Audit Department in the UAE and The Central Auditing Organisation (CAO) in Egypt. Mr El Dahan
holds a bachelor of arts in Accounting and a Post Graduate Diploma in Business and Accounting from the
American University in Cairo. He also holds professional designations in the fields of internal auditing,
accounting, fraud and management. He has a CIA from the institute of Internal Audit, a CFE from the

108
Association of Certified Fraud Examiners and a CPA designation, from Montana Society of Certified
Public Accountants in the United States. Additionally, he has completed the Advanced Management
Program for Senior Management by INSEAD in France.
Ayman Hamdy has served as the Executive Director, Legal since 2006. Mr Hamdy joined Emaar Properties
PJSC in 2006 and was appointed Company Secretary in 2007. He started his career with a large law firm in
Egypt, working on international business transactions and foreign investment matters. He served as a
public prosecutor for three years before joining Unilever in Dubai as their Regional Head of Legal. He was
also the Resident Partner of the Dubai office of a regional law firm, Shalakany Law Office. Mr Hamdy is a
board member of the Association of Corporate Counsel member of the Egyptian Bar Association, the
Egyptian Association of Judges, the Egyptian Association of Public Prosecutors and a fellow of the
International Bar Association. Mr Hamdy earned an LLB from Alexandria University and an LLM from
Cairo University and Université Paris Dauphine.
Walid El-Hindi has served as the Chief Development Officer since 2008. Eng. El-Hindi has over 20 years of
professional experience in the development, planning, design, and master planning of residential,
commercial and institutional project types. Prior to joining Emaar, Eng. El-Hindi was founder and CEO of
Room Inc., a development firm in the United States (Minneapolis, MN), which developed its own projects
starting from property evaluation, design, financing, marketing, sales and execution. His previous
experience in the United States includes working for AECOM Ellerbe Becket, a world leading consultancy
firm with several international offices. He started his career with Elness Swenson Graham Architects, a
leading design firm with expertise in the hospitality industry. From 2002 to 2008, Eng. El-Hindi was an
adjunct faculty Instructor at the College of Architecture and Landscape Architecture at the University of
Minnesota, where he taught Design with an emphasis on Development and Urban Planning. As a member
of the Executive Committee and the Minneapolis Planning Commission Board from 2006 to 2008, Eng.
El-Hindi served the city of Minneapolis to establish its comprehensive plan as well as approving major
developments within Minneapolis. Eng. El-Hindi holds a bachelor of architecture (B.Arch) degree from
the University of Minnesota. He is an associate member of the American Institute of Architects (AIA) and
the Urban Land Institute (ULI).
Ahmed Fathallah has served as the Chief Investment Officer and Head of Investor Relations since 2014.
Mr Fathallah has over 17 years of experience in the field of corporate finance, treasury and investor
relations. He was previously the Vice Chairman, Chief Investment Officer and Head of Treasury at Egypt
Post since October 2010. In his previous position, Mr Fathallah oversaw and managed Egypt Post’s
portfolio of EGP 140 billion, designing the investment process and organising asset management
best-practices. Previously, Mr Fathallah served for five years as Director of Corporate Finance, Investment
and Investor Relations at Telecom Egypt. He was responsible for overlooking and managing Telecom
Egypt’s portfolio of domestic and international investments as well as the company’s investor relations
activities. He was also a team member in Egypt’s largest initial public offering for the privatisation of
Telecom Egypt. Prior to joining Telecom Egypt, he was Senior Manager in HSBC Investment Banking,
Investment Manager at Al Ahly for Developments and Investments and Assistant Manager in EFG
Hermes Private Equity. Mr Fathallah holds a Bachelor of Commerce from Cairo University where he
majored in accounting. He has successfully completed the Certified Portfolio Manager (CPM) programme
as well as the EFG Hermes Credit and Investment course and he is a CFA Level I candidate.
Nabil Amasha has served as the Chief Marketing Officer since 2008. Mr Amasha is an entrepreneur with an
extensive experience of 20 years in business development, brand management and marketing
communications, covering a range of industries including food, retail and transportation. He was
previously Chief Marketing Officer of a global logistics and transportation company with communications
responsibilities spanning more than 37 countries. He is an avid believer in corporate social responsibility
and brand innovation and was a speaker and a panellist on the subjects in various marketing and real
estate industry conferences inside and outside of Egypt. Mr Amasha is a graduate of California State
University, receiving a degree in Construction Management in 1992.
Moataz Hassouna has served as the Chief Information Officer since 2007. Mr Hassouna is a senior executive
with 25 years of experience in information technology and telecommunications in major organisations.
Previously, Mr Hassouna served as Head of Information Technology and Data Communication SBU
General Manager. Moataz also served at DCT where he served as Manager, Operations. He spent around
15 years of his professional life leading various complex mega projects involving infrastructure and ERP.
Mr Hassouna holds a doctorate degree in Strategic Management, a Masters of Business Administration,

109
diploma in IT Management and a diploma in Marketing and Management from the American University
of Cairo and a bachelor degree in engineering from Cairo University.
Mohamed Said has served as the Senior Projects Director since 2010. Eng. Said has over 22 years of
professional experience in the project management field with various firms including Abu Dhabi General
Transport Co., Wade Adams contracting company in Dubai and Al Rajhi Construction in Dubai where he
was involved in a number of landmark developments. He joined Emaar Misr in 2010 as Head of Projects
and Handing Over, where his responsibilities cover all current and future construction and handing over
activities (including reviewing master plans, getting approvals from governmental and ministerial
authorities, reviewing and negotiating tender documents, monitoring on-site progress, etc.). Eng. Said
graduated with a bachelor of science in Civil Engineering from Cairo University in 1992.
Wael El-Menoufy has served as the Senior Director, Commercial since 2008. Eng. El-Menoufy has over
27 years of professional experience in the real estate development and construction industry. Joining
Emaar Misr as a Project Manager, he moved rapidly to Senior Project Manager and then to Commercial
Director in September 2009. Currently he manages all project related commercial activities including
tendering, packaging strategy, contracts management, material procurement and special attention to items
related to cost management and control. Eng. El-Menoufy has extensive experience in different
engineering fields such as construction, cost control, cost estimate, planning, procurement, contracts and
project management. Before joining Emaar, he held several construction and managerial positions with
some of the leading companies in the real estate development market in Egypt, including Degla for
Engineering & Contracting, Galalah for Touristic Investments, Sunset Hills for Reconstruction, Hacienda,
Ein Valley, as well as in industrial construction with Holderbank of Switzerland, the world’s leading cement
manufacturer. Eng. El-Menoufy graduated in 1988 from Civil Department in the Faculty of Engineering of
Cairo University.
Ahmed Gad has served as the Senior Director of Finance since 2007. Mr Gad has over 20 year of experience
in the field of finance, accounting and auditing. He has been with Emaar Misr for over seven years, having
joined Emaar Misr in May 2007 as Finance Manager for operations in Egypt at the time. Mr Gad has
rapidly moved up until he became the Director of Finance in December 2009. Prior to joining Emaar Misr,
Mr Gad held senior audit positions in KPMG (Egypt and UAE), was Internal Audit Manager in one of the
largest corporations in the UAE (Al Futtaim Group) and has previously held the position of Audit
Manager in Ernst & Young (Qatar). Mr Gad holds a bachelor of science in Commerce from Ain Shams
University. He obtained his post graduate certificate as a Certified Public Accountant (CPA) from the
USA in 1999.

Remuneration of Directors and Executive Officers


The annual maximum amount to be distributed to Emaar Misr’s directors as remuneration is determined
by shareholders at the general shareholders’ meetings while the remuneration of the executive officers is
determined by the Board of Directors. The following table sets forth the aggregate compensation paid to
Emaar Misr’s key management, including directors and executive officers.
Three months ended
31 March Year ended 31 December
2015 2014 2014 2013 2012

Short-term benefits (EGP) . . . . . . . . . . 9,403,683 7,101,889 18,365,717 17,598,247 14,568,644


End-of service benefits (EGP) . . . . . . . 1,096,274 841,988 1,075,582 — 1,212,602
Total . . . . . . . . . . . . . . . . . . . . . . . . . 10,499,957 7,943,877 19,441,299 17,598,247 15,781,246

110
OWNERSHIP
As of the date of this Offering Memorandum, Emaar Misr is wholly owned by the Principal Shareholder.
Following the Combined Offering and assuming all Public Offering shares are offered and sold in the
Egyptian Public Offering, the Principal Shareholder will own, directly or indirectly, 4,019,338,000 of the
Ordinary Shares, representing approximately 87.01% of Emaar Misr’s share capital.
The table below sets forth certain information regarding the shareholders of Emaar Misr, including the
identity and percentage ownership of each of the shareholders as of the date of this Offering
Memorandum and the expected ownership as of the date of completion of the Combined Offering.

Ordinary Shares Immediately prior to the Ordinary Shares Immediately after the
Combined Offering Combined Offering
Percentage of total Percentage of total
Number of ordinary ordinary shares Number of ordinary ordinary shares
shares outstanding shares outstanding

Emaar Properties PJSC(1) . . . 3,938,951,240 98% 3,938,951,240 85.27%


Emaar Properties LLC(2) . . . . 40,193,380 1% 40,193,380 0.87%
Emirates Hills Phase 1 Ltd(3) . 40,193,380 1% 40,193,380 0.87%
Free Float . . . . . . . . . . . . . . — — 600,000,000(4) 12.99%
Total . . . . . . . . . . . . . . . . . . 4,019,338,000 100% 4,619,338,000 100%

Notes:
(1) Emaar Properties PJSC is a public company listed on the Dubai Financial Market.

(2) Emaar Properties LLC is fully controlled by Emaar Properties PJSC.

(3) Emirates Hills Phase 1 Ltd is fully controlled by Emaar Properties PJSC.

(4) Assuming all Public Offering Shares are offered and sold in the Egyptian Public Offering.

111
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Emaar Misr has entered in the past, and will continue to enter, into transactions with certain shareholders,
directors, and affiliated companies. While Management believes that each of its related party transactions
has been entered into on arm’s-length terms in the ordinary course of business and in accordance with
normal business practice, there has been no formal process for the independent assessment of the
appropriateness of the terms of such transactions. The Egyptian Companies Law sets forth certain
guidelines for entering into related party transactions. See ‘‘Management—Fiduciary Duties: Related Party
Transactions’’.
All of the related party transactions described in this Offering Memorandum have been executed in
compliance with the provisions of the Egyptian Companies Law concerning related party transactions.

Relationship Agreement and Service Agreements


On 21 April 2015, Emaar Misr and Emaar Properties entered into a relationship agreement (the
‘‘Relationship Agreement’’) to regulate their on-going relationship. The shareholders’ meeting that
authorised the agreement was held on 20 April 2015. The effectiveness of the Relationship Agreement is
conditional on the completion of the Combined Offering.
Under the terms of the Relationship Agreement, the Principal Shareholder or a member of the Emaar
Group will provide, or cause to be provided, the services as set out in the several service agreements (the
‘‘Service Agreements’’), which are described below. The Relationship Agreement and the Service
Agreements are governed by the laws of the Emirate of Dubai.
The Relationship Agreement provides, among others:
• Conflict of Interest: Under the Relationship Agreement, Emaar Properties shall, and to the extent it is
legally able shall procure for each member of the Emaar Group to conduct all transactions with
Emaar Misr at arm’s-length on normal commercial terms and not take any actions which would either
preclude a member of the Emaar Group from operating its business independently or prevent Emaar
Misr from complying with its obligation under the EGX Listing Rules. Should such a transaction arise,
it must be approved and authorised by a majority of the independent non-executive directors of
Emaar Misr, with conflicts of interest among independent directors determined by a vote of the Board
of Directors. See ‘‘Management—Fiduciary Duties: Related Party Transactions’’.
• Non-solicitation: Emaar Properties undertakes to Emaar Misr that it shall not, and shall procure that
no other member of the Emaar Group shall, for a period of 24 months or until termination of the
agreement (whichever is later) after the Closing Date, induce or seek to induce any senior manager of
Emaar Misr to become engaged (whether as an employee, consultant or otherwise) by Emaar
Properties or any member of the Emaar Group. Likewise, Emaar Misr undertakes to Emaar
Properties that it shall not, and shall procure that no other member of Emaar Misr shall, for a period
of 24 months or until termination of the agreement (whichever is later) after the Closing Date, induce
or seek to induce any senior manager of the Emaar Group to become engaged (whether as an
employee, consultant or otherwise) by Emaar Misr.
• Consideration: As consideration for the provision of services by Emaar Properties or any member of
the Emaar Group pursuant to the Relationship Agreement and the Service Agreements, Emaar Misr
shall pay on behalf of itself to the relevant member of the Emaar Group specified in the Service
Agreements the fees set forth in the respective Service Agreements.
• Term: The Relationship Agreement shall have an initial term of one year from the Closing Date and
shall be automatically renewed thereafter for successive periods of one year each, unless the
Relationship Agreement is terminated by any party pursuant to the termination clause of the
Relationship Agreement (discussed below) or by mutual written consent of the parties.
• Termination: Notwithstanding anything contained to the contrary in the consideration provision of the
Relationship Agreement or in the Service Agreements, each of the parties shall be entitled, at any
time, by giving three months’ prior written notice to the other party, to terminate the Relationship
Agreement or the Service Agreements in any of the following events:
• if any party commits a material breach of any of the terms or conditions of the Relationship
Agreement or the relevant Service Agreement and fails to remedy the same within 30 days of
being required in writing by the non-breaching party/parties to do so; or

112
• if the shareholding of Emaar Properties, directly or indirectly, in Emaar Misr falls below
50.1%; or
• if any of the parties goes into voluntary or involuntary liquidation or where either of the
parties is declared insolvent either in bankruptcy proceedings or other legal proceedings.
• Neither the expiration nor termination of the Relationship Agreement or any Service Agreement
shall release any of the parties from the obligation to perform any other duty or to discharge any
other liability that had been incurred prior thereto.
The Relationship Agreement also contains other customary provisions and undertakings of both parties,
including those relating to the compliance with applicable laws and regulations.

Service Agreements
Hospitality Services and IP Licences
Emaar Misr has entered into a hospitality and intellectual property services agreement with Emaar
Hospitality Group. Emaar Hospitality Group is a subsidiary of Emaar Properties and manages hospitality
and leisure projects across the MENA region. The services under the agreement include the following:
• A licence of the general ‘‘Emaar’’ trademark to Emaar Misr for marketing and sale of any residential
units under the general ‘‘Emaar’’ brand. Emaar Hospitality Group is entitled to a general branding fee
to be agreed between the parties in good faith provided that the fee is within the range of 1.0% to
2.5% of the net revenue of residential units under the general licence.
• Hotel management services for Emaar Misr’s hotels under which Emaar Hospitality Group shall be
entitled to certain fees based on the annual gross revenue of any given hotel including: (i) a basic
management fee of 1.0% to 2.0% pro-rated for each operating term; (ii) an incentive management fee
of 0.0% to 12.0%; (iii) a fee equivalent of 0.5% to 1.0% as sales and marketing services fee for each
operating year during the term and (iv) working capital. The duration of the service will run for 10 to
20 years.
• A hospitality reservation system under which the Emaar Hospitality Group shall be entitled to a
reservation service fee varying from US$ 5 to US$ 12 per reservation.
• A non-exclusive, non-transferable licence to use certain hotel brands (including ‘‘The Address’’) in
Egypt under which Emaar Hospitality Group shall be entitled to a licence fee of US$ 1 per year.
• Technical advisory services related to Emaar Misr’s hotels under which Emaar Hospitality Group shall
be entitled to a fee varying from US$ 700 to US$ 1,500 per guestroom key, but no less than an
aggregate fee of US$ 100,000 for any hotel project.
• Feasibility studies for future projects under which Emaar Hospitality Group shall be entitled to actual
cost plus a 15% surcharge.

Retail Services
Emaar Misr has entered into a retail services agreement with the Emaar Retail Group. Emaar Retail
Group is a subsidiary of Emaar Properties and manages certain of Emaar Properties’ leisure attractions.
The services provided to Emaar Misr relate to edutainment, entertainment and education concept
implementation with ancillary consultancy services. The services under the agreement include the
following:
• A lease by Emaar Retail Group of one or more locations owned by the Company under a tenant
arrangement for the provision of the mentioned services. Under this tenant arrangement, Emaar
Retail Group will pay a monthly rent to the Company, in relation to each location, equivalent to the
greater of the following:
• (i) EGP 230 per square metre computed as the sum of the following:
• basic rent of EGP 160 per square metre;
• common area and facility charges of EGP 60 per square metre of the location; and
• promotion and marketing fee of EGP 10 per square metre of the location; or
• (ii) Revenue based remuneration amounting to 10% of the gross sales before deduction of
any taxes.

113
• The duration of this service shall be nine years. Either party may terminate the provision of the
service after providing 10 months’ notice.
• In consideration for the provision of the mentioned services under the management arrangement as
required by Emaar Misr, Emaar Retail Group shall be entitled to a management fee of 6% from the
profits realised from providing the mentioned services under the management arrangement and as
determined by the Company. The duration of this service shall be three years. Either party may
terminate the provision of this service after providing 10 months’ notice.
• The parties shall agree to the provision of the ancillary consultancy services as required by the
Company, the remuneration of which shall be a consultancy fee including the cost of providing the
ancillary consultancy services in addition to a 12% fee of the cost.

Cross Charges
Emaar Misr has entered into a technical support services agreement with Emaar Properties, Emaar Syria
and Emaar Saudi Arabia for the provision of technical support services by key personnel of such
companies for the other companies as outlined below. The services under the agreement include the
following:
• Emaar Properties shall provide technical support services to Emaar Misr for payment at an hourly
rate. Hourly rates shall be based on the actual cost per hour of the gross salary for each person
providing technical support services.
• Emaar Misr, through its Managing Director, shall provide technical support services to Emaar Saudi
Arabia for payment at an hourly rate. Hourly rates shall be based on the actual cost per hour of the
gross salary of the Managing Director.
• Emaar Misr, through its Managing Director, shall provide technical support services to Emaar Syria
for payment at an hourly rate. Hourly rates shall be based on the actual cost per hour of the gross
salary of the Managing Director.

Mall Services
Emaar Misr has entered into a mall services agreement with Emaar Malls Group and its affiliates. Emaar
Malls Group is a subsidiary of Emaar Properties with expertise in the management and development of
premium shopping malls and retail assets. The services under the agreement include the following:
• Advisory services for mall design, mall operating plans and retail delivery support services. Emaar
Malls Group shall be entitled to actual cost plus a 15% fee. Either party may terminate after providing
three months’ notice.
• Mall operations and management services for Emaar Misr’s malls as agreed with Emaar Malls Group.
Emaar Malls Group is entitled to a management fee of between 5% to 9% of the net operating
revenue of a given mall after deducting operation costs. Either party may terminate the provision after
providing six months’ notice.

Project Management Services


Emaar Misr has entered into a project management services agreement with Turner and its affiliates.
Turner is headquartered in Dubai and focuses on project and construction management in the MENA
region. The services under the agreement include the following:
• Project management services provided by Turner in relation to Project Uptown Cairo. Turner is
entitled to an amount of US$ 55,029,483 for project management services performed until the
completion of Project Uptown Cairo, including all current and future applicable taxes. The fees shall
be calculated and paid, as invoiced monthly, to Turner for the provision of the project management
services based on the actual assigned individuals per month (adjusted for inflation) as reflected in the
deployment schedule relating to the project. Either party may terminate this provision after providing
six months’ notice.
• Project management services by Turner in relation to Project Marassi. Turner is entitled to an amount
of US$ 51,453,994 for project management services performed until the completion of Project
Marassi, including all current and future applicable taxes. The fees shall be calculated and paid, as
invoiced monthly, to Turner for the provision of the project management services based on the actual

114
assigned individuals per month (adjusted for inflation) as reflected in the deployment schedule
relating to the project. Either party may terminate this provision after providing six months’ notice.
• Project management services by Turner in relation to Project Mivida. Turner is entitled to an amount
of US$ 29,600,945 for project management services performed until the completion of Project Mivida,
including all current and future applicable taxes. The fees shall be calculated and paid, as invoiced
monthly, to Turner for the provision of the project management services based on the actual assigned
individuals per month (adjusted for inflation) as reflected in the deployment schedule relating to the
project. Either party may terminate this provision after providing six months’ notice.
• Project management services by Turner in relation to future projects as instructed by Emaar Misr.
Emaar Misr shall pay fees, invoiced monthly, to Turner for project management services based on the
actual assigned individuals per month (adjusted for inflation) as reflected in the deployment schedule
relating to the future project. Either party may terminate this provision after providing six months’
notice.

Existing Relationships with the Principal Shareholder


In the past, Emaar Misr has entered into certain agreements with the Principal Shareholder. For further
details, see Note 27 to the Annual Financial Statements and Note 25 to the Interim Financial Statements.
In addition, Emaar Misr has entered into the Licence Agreement with the Principal Shareholder. See
‘‘Material Contracts—Licence Agreement with Emaar Properties’’.

Shareholders’ Loan Agreement


A loan agreement was entered into between the Principal Shareholder and Emaar Misr on 15 November
2009 under which Emaar Misr borrowed US$ 1,150,000 from the Principal Shareholder. The term was for
one year from disbursement of the loan. As of 31 March 2015, the outstanding amount under the loan was
EGP 4.7 million (US$0.6 million).

Current Account
There is a current account established between Emaar Misr and Emaar Properties. As of 31 March 2015,
the closing balance of payments due to Emaar Properties was EGP 6.8 million.

Technology Licence
A technology licence agreement was entered into between Emaar Misr and Emaar Properties dated
1 January 2008 under which Emaar Properties grants Emaar Misr a non-exclusive licence to use certain
intellectual property rights in Egypt. Emaar Misr was charged by Emaar Properties EGP 1,318,873 in
information technology expenses during the three months ended 31 March 2015 and EGP 4,724,572,
EGP 5,477,077 and EGP 3,181,308 during the years ended 31 December 2014, 2013 and 2012, respectively.

Existing Relationships with Turner


During the three months ended 31 March 2015 and years ended 31 December 2014, 2013 and 2012, Turner
provided certain services to Emaar Misr, including management, coordination and monitoring of all
activities performed by consultants, quantity surveyors, contractors, suppliers, utility providers and other
project participants with respect to the design, procurement, construction, testing, commissioning and
completion of Emaar Misr projects. Emaar Misr paid Turner EGP 18,899,327 in consulting fees during the
three months ended 31 March 2015, EGP 18,793,998 during the three months ended 31 March 2014 and
EGP 69,428,237, EGP 66,860,011 and EGP 54,541,720 during the years ended 31 December 2014, 2013
and 2012, respectively.

Transactions with Directors and Officers


During the three months ended 31 March 2015 and the years ended 31 December 2014, 2013 and 2012,
certain directors, officers and members of management purchased residential properties from Emaar Misr.
For further details, see Note 27 to the Annual Financial Statements and Note 25 to the Interim Financial
Statements.

115
THE EGYPTIAN REAL ESTATE MARKET
Certain information and statistics relating to the Egyptian economy, the Egyptian securities market and the
international and Egyptian real estate development industry included in this section have been extracted or
derived from official and other public sources that Management believes to be reliable, including Business
Monitor International, the Central Bank of Egypt, Demographia World Urban Areas Report, DTZ, Economist
Intelligence Unit, Egypt’s Central Agency for Public Mobilisation and Statistics, Jones Lang LaSalle and the
World Bank. Such information and statistics may be approximations or estimates or use rounded numbers. In
addition, in some cases Management has made rounding adjustments to some of this information and statistics
for consistency of presentation. Similar statistics may be obtainable from other sources, but the underlying
assumptions, methodology and, consequently, the resulting data may vary from source to source. Management
has not independently verified such information or statistics, and does not guarantee their accuracy and
completeness. However, Management confirms that such information has been accurately reproduced in this
Section and that as far as Management is aware and is able to ascertain from such information, no facts have
been omitted which would render the reproduced information inaccurate or misleading.
For information related to Egypt, annual information is presented based on periods from 1 July through
30 June, the fiscal year maintained by the government of Egypt for budgeting and official statistics.
In addition, certain statements are made in this section regarding the Company’s competitive position in its
industry based on statistical information published by certain bodies mentioned above and Management’s
experience and assessment of market conditions. While Management believes these statements to be reasonable
and fair approximations, to the extent that such statements are in part derived from Management’s estimates of
third-party information, individually and on an aggregate, industry-wide basis, these statements cannot and
have not been verified by Management, and independent sources have not verified such statements. Accordingly,
neither a prospective investor nor any other person, firm or company may rely on the accuracy and completeness
of that information. See ‘‘Market and Industry Data’’ and ‘‘Risk Factors—Risks Relating to Egypt and the
MENA Region—Official statistics and market data published in Egypt may not be complete or reliable.’’

Overview
With a population of approximately 88 million as of 1 January 2015, Egypt is the most populous country in
the MENA region (source: CAPMAS, United Nations Population Division). Domestic consumption is an
important driver for economic growth, contributing approximately 80% to GDP in Egypt’s fiscal years
ended 30 June 2012 and 2013 (source: Ministry of Planning, Egypt). This reflects private consumption to
GDP at current and constant prices.
While political unrest weighed down economic activity as reflected in Egypt’s real GDP growth
post-January 2011, the subsequent increase in economic and political stability has improved confidence
and investment appetite.
The following table sets forth the trend in certain economic indicators in Egypt from 2010 to 2014:

2010 2011 2012 2013 2014

Nominal GDP (EGP billions) . . . . . . . . . . . . . . . . . . . . . . . . . 1,207 1,371 1,576 1,753 1,998


Real GDP growth (constant prices) . . . . . . . . . . . . . . . . . . . . . 5.1% 1.8% 2.2% 2.1% 2.2%
Real GDP growth per capita . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4% 0.1% 0.5% 0.4% 0.4%
Inflation (period average) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1% 10.1% 7.1% 9.5% 10.1%
Foreign direct investment (EGP billions) . . . . . . . . . . . . . . . . . 49 16 29 27 30
Exchange rate (EGP per US$1.00) . . . . . . . . . . . . . . . . . . . . . . 5.52 5.82 6.01 6.46 6.97

Source: Economist Intelligence Unit, Bloomberg (June 2014)

(1) Land area acquired.

Egypt’s fundamentals remain on an upward trend with the State continuing to prioritise investment,
improve infrastructure and create jobs. Real GDP growth of 4.2% is expected in 2015 and 4.3% in 2016
according to the Economist Intelligence Unit as of April 2015. Additionally, multiple policy measures have
recently been undertaken to stimulate investments in Egypt. These policy measures include the following:
• Actions by the Central Bank of Egypt in 2015 to close the gap between the Egyptian pound and the
U.S. dollar parallel markets aimed at improving U.S. dollar liquidity and easing capital repatriation
for foreign based investors. The Central Bank of Egypt based this strategy on stimulating an estimated
7% weakening of the Egyptian pound, approximately where it was trading in the parallel market

116
before the adjustment, followed by imposing ceilings on the amount of U.S. dollar cash that can be
deposited in banks by companies and individuals at US$10,000 per day and US$50,000 per month,
unless proper documentation or source of funds is provided (source: EFG Hermes, March 2015).
• The Egyptian State is currently building a new Suez Canal to be completed in five years alongside the
existing 145-year-old waterway along with 3,600 kilometres of new roads, which is expected to improve
infrastructure and create jobs.
• The July 2014 energy subsidy reforms reduced energy subsidies by EGP 44 billion. The State also
raised electricity tariffs by an average of 30% for all classes of residential, commercial and industrial
consumers. These are the first steps of reform that will be carried out over the next five years aimed at
reducing Egypt’s fiscal deficit and diverting resources to sustainable projects.
The Egypt Economic Development Conference, held in Sharm El Sheikh from 13 March to 15 March
2015, resulted in the announcement of several major investment deals including the signing of contracts
worth over $30 billion, as well as new pledges of financial aid from the Gulf Cooperation Council (source:
EFG Hermes, March 2015). The State made a number of policy announcements aimed at preserving
confidence and encouraging investment and consumption. These announcements include:
• A new investment law aimed at tackling obstacles faced by businesses. This law would simplify
procedures for investors and significantly reduce the time needed for issuing licences, procuring land,
and obtaining utilities services by enabling the General Authority for Investments to conduct all
investment procedures and obtain all required licences from other State entities on behalf of the
investor.
• An update of the commercial register law in accordance with international standards and in line with
the State’s orientation towards enhancing the investment environment and encouraging foreign
investments.
• A plan to cut the maximum corporate and individual tax rate to 22.5%, to reduce the sales tax rate on
equipment for investment projects to 5% from 10% and to move to a fully-fledged VAT regime that
will strengthen the tax system and improve the conditions for doing business in Egypt.
According to the Economist Intelligence Unit as of April 2015, Egypt’s public finances are expected to
strengthen steadily but remain firmly in deficit over the forecast period. While inflation is expected to be
moderate in line with low oil projections, subsidy cuts and rising domestic demand are expected to increase
average inflation.

Inflation rate in Egypt Purchasing Managers’ Index in Egypt Budget deficit in Egypt (% of GDP)

% Change in consumer prices per annum in Egypt


13.7%
11.8% 12.0%
11.1%
10.1% 10.6% 10.7%
10.1% 9.5% 10.1% 9.7% 51.0
8.8% 9.0% 49.7 9.3% 9.1%
7.1% 7.7%
6.6%
47.1
45.5 46.0

2009 2010 2011 2012 2013 2014E2015E2016E2017E Q4 2012 H1 2013 H2 2013 H1 2014 H2 2014 2009 2010 2011 2012 2013 2014 2015E2016E2017E
Source: Economist Intelligence Unit as of Apr. 2015 Source: Bloomberg as of Mar. 2015 Source: Central Bank of Egypt; Economist Intelligence Unit
Note: Based on average per year 29MAY201511012442
Note (1): Economist Intelligence Unit estimates as of Apr. 2015

Favourable Demographic Trends in Egypt


Egypt’s strong demographic fundamentals underpin the population’s real demand for housing. Egypt has
the largest population in the MENA region, with an estimated 88 million inhabitants as of 1 January 2015,
increasing at an annual compounded growth rate of approximately 2.5% over the past 5 years (source:
CAPMAS). Across Egypt, more than 60% of the population is under age 30 (source: CAPMAS, January
2015). The increasing number of marriages and shrinking household sizes are expected to increase the
total numbers of households, and further increase housing demand (source: Business Monitor
International, April 2015). According to Business Monitor International, the total number of households in
Egypt is expected to grow between 2015 and 2019 by about 3.9 million. In addition, Egypt’s on-going

117
economic recovery is expected to increase disposable income at a compounded annual growth rate of
approximately 13% over the period from 2015 to 2017.

Age distribution Annual number of marriages (‘000) Average household sizes

Females Males
3.9
>70 2% 2% 3.8
922 3.7
60-70 4% 4% 913 3.6 3.6
898 3.5
50-60 8% 8% 865 3.4 3.4
3.3
40-50 10% 10%
30-40 14% 14%
20-30 20% 20%
10-20 19% 19%
<10 22% 22%
2010 2011 2012 2013 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E
25% 0% 25%

Source: CAPMAS as of Jan. 2015 Source: CAPMAS Source: Business Monitor International data
as of Apr. 2015 29MAY201509130824
Personal disposable income (U.S. dollar billion) Unemployment rates

15.6% 15.8% 15.6%


14.8%
12.7% 13.2%
12.0%
335 9.4%
295 9.0%
245 263
219 217
169 184
152

2009 2010 2011 2012 2013 2014E 2015E 2016E 2017E 2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E

Source: Economist Intelligence Unit as of Apr. 2015 Source: Economist Intelligence Unit as of Apr. 2015
Note: Personal disposable income after taxes and deductions 29MAY201509130952
Cairo
Egypt is characterised by large, sparsely populated areas interspersed with densely populated urban areas
such as Cairo, Alexandria, Port Said, Suez and Luxor. About half of Egypt’s residents live in urban areas,
with most people residing across major centres such as Greater Cairo, Alexandria and other major cities
along the Nile Delta.

Cairo - one of the largest cities by population


(mm)
Population Density (people/sqkm)
30 40,000

25
30,000
20

15 20,000

10
10,000
5

0 0
Delhi Shanghai Beijing New York Sao Paulo Mexico City Mumbai Moscow Cairo Los Angeles

Source: Demographia World Urban Areas Report, 2015 29MAY201511012311


Residential Real Estate in Cairo
With a population of over 15 million people, Greater Cairo (which includes Cairo and Giza) is the largest
urban city in Egypt and the Middle East. As downtown Cairo developed into a highly dense urban centre,
the State undertook to build new urban centres surrounding Cairo, including New Cairo, 6th of October
City and Sheikh Zayed City with new infrastructure connecting these areas to the centre of the city. With
high levels of housing demand, currently estimated at around 4.9 million units in the Greater Cairo area
according to DTZ, these new urban centres have experienced strong migration activity, particularly in the
areas of New Cairo, 6th of October City and Sheikh Zayed City. Many upcoming residential projects are
concentrated in these new urban centres. Some of the major real estate projects showcased at the Egypt
Economic Development Conference in March 2015 include:
• Planned US$ 45 billion development of the new capital city of Egypt to be located to the east of Cairo,
which will house government offices and provide homes for up to 5 million people.

118
• Memorandum of Understanding between the Ministry of Housing, Palm Hills Development and
Aabar to develop land in 6th of October City which include residential, commercial, retail and
hospitality components.
In addition, Egypt’s Ministry of Housing, Utilities and Urban Development announced in May 2015 that
Bombardier Inc., Orascom Construction and Arab Contractors will construct a 52 kilometre monorail
which will connect the Cairo metro system to areas west of the capital including 6th of October City and
Sheikh Zayed. The project is expected to be completed by 2018.
According to Jones Lang LaSalle’s first quarter 2015 report, residential sale prices continued to increase
across Cairo. Despite the increase in supply of 31,000 units in the first quarter of 2015, selling prices are
expected to increase due to the positive economic and political outlook over the coming years.

Price per sqm evolution - Y-o-Y growth in 2014 versus


Residential supply: no. of units (‘000) 2013

New Cairo 6th October

30%

22%
104 15%
85 14%
67 74

31 2
14
2011 2012 2013 2014 2015E 2016E 2017E Apartment Villa

Source: Jones Lang LaSalle as of Q4 2014 Source: Jones Lang LaSalle as of Q4 2014 29MAY201507554533

Retail Market in Cairo


Economic growth coupled with an increasingly consumer-oriented culture and improving conditions in the
tourism industry support robust retail demand. According to the Economist Intelligence Unit’s February
2015 report, annual sales of retail enterprises (excluding cash and carry) in Egypt are expected to increase
by 64% in 2018, up from 2014 levels of EGP 832 billion.
Egypt is significantly undersupplied in the retail sector with a shortage of high-quality modern malls.
According to DTZ, Cairo’s retail space per capita is estimated at 0.07 square metre of GLA per capita for
2015. By 2018, GLA per capita is expected to increase to 0.15 square metres per capita, remaining below
international and regional benchmarks.

Retail space per capita (sqm/capita)

2.20

0.98 Average excl.


0.68 0.65 Cairo: 0.62
0.45
0.23 0.21 0.09 0.07 0.07

USA UK Bahrain UAE Qatar Saudi Arabia Kuwait Oman India Egypt¹

Source: DTZ as of 2013


Note (1) Egypt numbers based on Cairo 29MAY201509131198
According to DTZ, the estimated current completed retail floor space in Cairo is approximately 1.1 million
square metres of GLA. Of this, approximately 610,000 square metres are in East Cairo and approximately
360,000 square metres are in West Cairo, while the remaining existing retail space is found in Downtown
Cairo with total GLA of 140,000 square metres (source: DTZ). Over the past decade the city’s retail
market has been dominated by competition from the Maadi City Centre, Citystars Centre and Dandy
Mega Mall. The city is also seeing rapid population growth on its outskirts, creating new potential for retail
space in these areas.
DTZ estimates that planned retail developments across Greater Cairo will boost the total GLA by 27%,
adding c.460,000 square metres to the market by the end of 2016.

119
Due to the lack of quality retail supply in the market, premium quality malls typically have robust
occupancy levels. Retail rental levels within Cairo’s key shopping malls have historically remained
insulated with retail demand largely driven by local spending.

Annual rental levels for major malls in Cairo as of 2014


Key retail malls in Cairo (US$/sqm
1200
Cairo Festival City 1000
13%
800
Other
Citystars 11% 600
38%
400
200
Arkadia Mall 11% 0
Cairo Suncity Citystars Mall of Maadi City Dandy Downtown Golf City Sky Plaza
Golf City Mall 5% Mall of Arabia 10% Festival Mall Arabia Centre Mega Mall Mall Mall
City
Suncity Mall 5% Dandy Mega Mall 7%
GLA
140 61 124 111 341 80 301 54 N.A.
(‘000 sqm)
Total existing GLA as of 2015: 1.1 mm sqm

Source: DTZ as of 2015 Source: DTZ as of 2015


Note (1) Jones Lang LaSalle report as of Q4 2013 29MAY201507553504

Office Real Estate Market in Cairo


Office space has for many years been concentrated within Downtown Cairo. Due to the general lack of
office stock or a recognised Central Business District, in the past many residential developments have been
used as office space. Over the last four to five years, New Cairo and 6th of October City have emerged as
the focus of business activity in Greater Cairo.

Office supply as of Q4 2014 (GLA mm sqm) compared to select MENA cities


7.6
3.1 2.3
0.9 0.8

Dubai Abu Dhabi Riyadh Cairo Jeddah

Relative national real GDP growth


2014E 4.6% 2.2% 3.6%
4.6% 3.6%

2015E 3.2% 3.2% 2.4% 4.2% 2.4%

Source: Jones Lang LaSalle Q4 2014, Economist Intelligence Unit as of Apr. 2015 29MAY201507553762
Total formal office stock stood at 1.1 million square metres in the fourth quarter of 2014 and varies widely
in efficiency, quality of finishing and general services. There is currently a shortfall in quality
accommodation, with critical mass established at Smart Village, Pyramids Heights and New Cairo.

Office supply in Greater Cairo Rental levels and service charges in Cairo
Annual rent Annual Service charge
US$ per sqm`
Other Smart Village
33% Pyramids Heights 180 36
38%
Polygon Business… 288 36 Cairo West
World Trade Smart Village 288 96
Centre
Maadi Contact… 132 36
2%
Cairo Festival City 396 57 Cairo East
Nile City Towers 7% Star Capital 360 36
Nile Tower 3% Star Capital 6% Nile Tower 250 25
Cairo Festival City 5% Katamey
World Trade Centre 282 36 Downtown
Downtown
6% Nile City Towers 333 96
Total existing GLA as of 2015: 1.1 mm sqm 0 100 200 300 400 500
Source: DTZ as of 2015 Source: DTZ as of 2015 29MAY201509131076
According to DTZ, Greater Cairo’s office supply is expected to increase by the end of 2017 by 76% to
1.96 million square metres compared to the current existing stock in the city of 1.12 million square metres.
New Cairo will accommodate up to 64% of the Greater Cairo new office supply with the remainder
distributed between 6th of October City and other districts.

120
Hospitality Market in Egypt
Egypt’s historic status as a tourist destination, offering holiday options from beach tourism to cultural
tourism, combined with the stabilising political situation, underlies the expectation of positive momentum
in the tourism sector over the next few years.
According to the 2015 World Travel and Tourism report on Egypt, the direct contribution of travel and
tourism to GDP in 2014 was EGP 117.2 billion (5.9% of GDP). This is forecasted to rise by 3.2% in 2015.
The direct contribution of travel and tourism to GDP is expected to grow by 4.5% per annum to
EGP 187.7 billion (5.6% of GDP) by 2025.
Domestic travel spending generated 64.1% of direct travel and tourism GDP in 2014 compared with 35.9%
for visitor exports (i.e., foreign visitor spending or international tourism receipts). Leisure travel spending
(inbound and domestic) generated 72.0% of direct travel and tourism GDP in 2014, compared with 28.0%
for business travel spending.
In 2014, travel and tourism investment (including the purchase of new aircraft and construction of new
hotels) amounted to EGP 30.6 billion, and is expected to rise by 1.4% in 2015, and 5.1% per annum over
the next ten years to EGP 50.8 billion in 2025.
Political and economic stability and Government efforts to promote Egyptian tourism overseas have
resulted in a more than 50% increase in the number of travellers in the second half of 2014 as compared to
the second half of 2013.

Tourist Arrivals in Egypt

2013 2014

886 884 898


998 1,003 782

565
765 559 678
673
301

July August September October November December

Source: CAPMAS as of 2015 29MAY201509131323


Greater Cairo can be segmented into three main tourism markets: Heliopolis (business), Downtown Cairo
(business/leisure) and the Pyramids (leisure/business). East Cairo is expected to include a number of
leisure and retail developments that are part of mixed-use projects such as Cairo Festival City, Emaar
Mivida, Barwa City, Hyde Park and Festival Centre.
The hospitality market within West Cairo includes business, leisure and entertainment tourism. The
catchment site is closely located near the most prominent point for leisure tourism in Giza, the pyramids
plateau, which attracts a large portion of visitors seeking to avoid the congested downtown district. The
area also is attractive for business tourism due to the proximity of 6th of October City’s industrial district,
Smart Village, Abou Rawash and Media City.
Significant recovery in hotel average daily rates reflects government initiatives to increase room rates on
the back of scrapping fuel subsidies. While occupancy levels have been hit by political instability over the
past few years, a gradual recovery is underway. In Cairo, occupancy levels in internationally branded hotels
(4 and 5 stars) are recovering from below 40% occupancy in most of 2013 to levels above 50% in the third
quarter of 2014.

121
According to DTZ, there are an estimated 4,689 keys within the development pipeline until 2018.
Downtown Cairo is expected to account for 43% of the development pipeline and East Cairo and West
Cairo are expected to account for 34% and 26%, respectively.

Hotel stock by category (by no of keys) as of 2015 in


Greater Cairo Average Daily Room Rate (U.S. $) in Cairo

Other
13% 105.0

78%
3 Star
16% 5 Star 59.0
56%

4 Star
15%
Nov-13 Nov-14
Total keys: 29,513

Source: DTZ as of 2015 Source: Jones Lang LaSalle as of Q4 2014 29MAY201507553259

122
SECURITIES MARKET INFORMATION
Egyptian Securities Market
The Capital Markets Authority (the ‘‘CMA’’) was established by the State in 1979 pursuant to Presidential
Decree No. 520 of 1979 to promote investment in the Egyptian securities market. The development of the
securities market in Egypt since 1992 has encouraged certain Egyptian banks and financial institutions to
begin to provide securities underwriting, brokerage and mutual funds services. Between 1979 and 2009, the
CMA was responsible for regulating the securities market in Egypt, issuing licences for financial
intermediary businesses (including brokerage, venture capital, mutual fund management and portfolio
management), monitoring the continuing obligations of listed companies, monitoring the central securities
depositary and protecting investors. Egyptian Law No. 10 for 2009, published on 1 March 2009, established
the Egyptian Financial Supervisory Authority which replaced the CMA, the Egyptian Insurance
Supervisory Authority and the Egyptian Financial Leasing Authority as of 1 July 2009. The President of the
EGX and the Chairman of EFSA have the right under the Capital Market Law to prohibit certain offers
and bids for shares of listed companies which are considered to be manipulative, distorting or in violation
of market rules.
The most important factor in the growth of the Egyptian securities market since 1992 has been the State’s
privatisation programme. The rate of privatisation in the early years was slow, but the process was
revitalised under the administration of Prime Minister El-Ganzouri from 4 January 1996 to 15 October
1999.
The Capital Market Law permitted the introduction of mutual funds to the Egyptian market.
Egyptian Companies Law permits companies to issue bonds and other tradable securities. The only
corporate bond issue listed on the EGX prior to the enactment of the Capital Market Law was the Credit
Foncier Egyptian bonds, issued in 1951. Recently, Orascom Construction Industries, Golden Pyramids
Plaza Company, Contact, GB Auto and Mobinil have issued bonds on the EGX.
In February 2007, the Minister of Investment issued a decree adding a new chapter to the Executive
Regulations of the Capital Market Law. The new chapter regulated tender offers and mandatory tender
offers by prohibiting acquisitions of securities through open market purchases of one-third or more of the
capital or voting rights of the target company. See ‘‘Description of Share Capital and Applicable Egyptian
Law—Voting Rights and Shareholders’ Meetings—Certificates, Registry and Transfer’’.
The EGX30 Index’s market capitalisation was EGP 219.9 billion (US$28.8 billion) as of 31 March 2015,
EGP 214 billion (US$ 28.0 billion) as of 31 December 2014, EGP 155 billion (US$ 20.3 billion) as of
31 December 2013 and EGP 117 billion (US$ 15.3 billion) as of 31 December 2012.
The Hermes Index’s level was 828.826 as of 31 March 2015, 833.853 as of 31 December 2014, 675.375 as of
31 December 2013 and 551.026 as of 31 December 2012. The EGX is characterised by a relative lack of
liquidity. As of 31 March 2015, there were 14 listed companies only with an average daily traded value
above EGP 10.0 million (US$1.3 million). The average daily trading value for the period from 1 January
2015 to 31 March 2015 was approximately EGP 562.0 million (US$73.6 million), from 1 January 2014 to
31 December 2014 was approximately EGP 788.9 million (US$ 103.3 million), from 1 January 2013 to
31 December 2013 was approximately EGP 368.5 million (US$ 48.3 million), and from January 2012 to
31 December 2012 was approximately EGP 459.8 million (US$ 60.2 million).

Stock Exchange Trading Mechanisms


Egypt’s trading and settlement mechanisms have been significantly improved over the past few years. A
computerised trading system at the EGX allows for automatic electronic matching for bids and offers. The
electronic trading system links the EGX and allows brokers remote access to the trading floor. It also links
all independent bookkeeping activities to the MCDR, which helps ensure greater speed and efficiency in
the settlement process. Trading on the EGX takes place between 10:00 a.m. and 2:30 p.m., Sunday through
Thursday, excluding official public holidays.
During each trading session, the price of the stocks is restricted to a 10% ceiling and floor from its previous
closing price. The EGX removes the price restrictions on the request of a broker who is willing to effect a
transaction above the ceiling or below the floor, provided the pricing committee of the EGX approves. The
closing price of traded shares is determined by calculating a volume-weighted average price of the traded
shares for the session. Cumulative transactions below 100 shares do not affect the closing price of the
relevant underlying security.
Brokerage commissions for transactions are not fixed by the EGX or other regulatory bodies, but instead
vary depending on the size of the transaction and the brokerage house executing the trade.

123
DESCRIPTION OF SHARE CAPITAL AND APPLICABLE EGYPTIAN LAW
Set out below is a summary of certain information relating to the Ordinary Shares, certain provisions of the
Statutes, the Capital Market Law, Egyptian Companies Law and certain related laws and regulations, all in
effect as of the date hereof. This summary does not purport to be complete.

General
Emaar Misr was established as an Egyptian joint stock company under the Egyptian Investment Law on
16 March 2005. As of the date of its incorporation, Emaar Misr’s authorised share capital was
EGP 100.0 million and the issued share capital was EGP 10.0 million consisting of 1.0 million Ordinary
Shares, each with a nominal value of EGP 10.
The split of the Ordinary Shares in issue prior to the Combined Offering and the change of the par value
of the Ordinary Shares from EGP 10 to EGP 1 was approved by an Extraordinary General Meeting of the
Company held on 31 March 2015, EFSA on 4 May 2015 and GAFI on 5 May 2015.
As of the date of this Offering Memorandum, Emaar Misr’s authorised share capital is EGP 4.5 billion and
the issued share capital is EGP 4,019,338,000 consisting of 4,019,338,000 Ordinary Shares, each with a
nominal value of EGP 1. On 11 May 2015, the Extraordinary Shareholders Meeting approved the increase
of the Company’s authorised capital from EGP 4,500,000,000 to EGP 10,000,000,000. The process of
finalising the capital increase and reflecting it on the Company’s commercial register will be completed
before the closing of the public subscription period in the Egyptian Public Offering which is scheduled to
occur on 25 June 2015. The issuance of the New Shares is subject to EFSA’s and GAFI’s approval which is
expected to be obtained prior to the Closing Date.
The legal objectives of Emaar Misr, as stated in Article 3 of the Statutes, are:
1. Financial leasing in accordance with Article 2 of law number 95 of the year 1995 and the conditions
set out in the law.
2. Design, construction, management, operation and maintenance of electric power stations of different
sources and distributions networks.
3. Design and construction of urban areas and furnishing them with all utilities and services.
4. Construction, operation, management and maintenance of potable water treatment stations and their
distribution networks.
5. Construction, operation, management and maintenance of sewage or industrial waste drainage,
purification stations and their networks.
6. Development of projects, investments and real estate.
7. Ownership, construction, management and touristic marketing of fixed and floating hotels, motels,
touristic apartments, resorts, safari yachts and the service, recreational, sports, commercial and
cultural activities relating to or complementing the aforementioned, as well as completion and
development of their constructions and integrated touristic development.
8. Construction and operation of yacht marinas, golf courses, diving centres and the activities relating to
or completing them.
9. Facility operation and maintenance.
10. The establishment and management of call centres.
11. General and specialised construction.
12. Real estate marketing, real estate and property management and leasing for residential, commercial
and administrative purposes.
13. Electricity distribution.

Limitation of Liability
Pursuant to the Egyptian Companies Law, a shareholder’s liability for an Egyptian joint stock company’s
losses is limited to the amount of his or her investment in the shares, unless the shares are not fully paid, in

124
which case the shareholder shall be liable for the rest of the unpaid portion of the nominal value of the
partly-paid shares.

Voting Rights and Shareholders’ Meetings


General
The Egyptian Companies Law provides for two types of shareholders’ meetings: ordinary and
extraordinary. Shareholders wishing to attend the Ordinary General Meetings or the Extraordinary
General Meetings are required to deposit their shares with the bookkeeping company holding their shares
to be blocked in advance of the Ordinary General Meeting and/or Extraordinary General Meeting and to
present evidence of such deposit in the form of a statement issued by MCDR at least three days prior to
the date of the Ordinary General Meeting. No transfer of ownership of such deposited/frozen shares may
be recorded in Emaar Misr’s/MCDR records until the date of the closing of the meeting.
According to the Statutes, Emaar Misr’s ordinary general meetings may take place in Cairo and upon the
request of the Board of Directors, Emaar Misr’s auditors, as appointed at Emaar Misr’s prior Ordinary
General Meeting, or shareholders together holding or representing at least 5.0% of Emaar Misr’s
outstanding share capital.
The quorum of the Ordinary General Meeting is constituted and the meeting is valid by the presence of
shareholders (or their representatives) representing at least 50.0% of the outstanding share capital and
resolutions passed therein are effective by an absolute majority vote of the shares represented at the
meeting. If a quorum is not met, the meeting is adjourned for a maximum of 30 days. Upon
recommencement of the adjourned meeting, there is no quorum requirement for the meeting to be valid.
An Ordinary General Meeting must be convened once a year within a maximum of three months from the
end of each fiscal year and an invitation must be sent to shareholders within a certain time period prior to
the date upon which the Ordinary General Meeting takes place. Matters that may be considered at these
meetings include, but are not limited to, the election, re-election or dismissal of directors, the approval of
annual financial statements, approval of the Board of Directors’ report, monitoring the Board of Directors’
activities and releasing them from liability, the appointment of statutory auditors, the determination of the
remuneration and allowance of the members of the Board of Directors and the approval of the distribution
of net profits.
Emaar Misr’s extraordinary general meetings are held at any time upon the request of the Board of
Directors or shareholders holding or representing at least 10.0% of Emaar Misr’s outstanding share
capital. The quorum of the Extraordinary General Meeting is constituted and the meeting is valid by the
presence of shareholders (or their representatives) representing at least 50.0% of the outstanding share
capital. The resolutions passed by a majority vote of 66.6% of the Ordinary Shares represented at the
meeting shall be effective. Resolutions pertaining to an increase or decrease of the share capital, mergers
of Emaar Misr and any other entity, amendments to Emaar Misr’s stated objectives or its dissolution
require a super-majority of 75.0% of the Ordinary Shares represented at the meeting. If a quorum is not
present, the meeting is adjourned for a maximum of 30 days. Upon recommencement of the adjourned
meeting, a quorum is constituted and the meeting is valid by the presence of shareholders (or their
representatives) representing at least 25.0% of the outstanding share capital. Certain matters are within
the exclusive scope of the Extraordinary General Meeting, including, without limitation, amendments to
the Statutes, approval of mergers, increases or decreases of the share capital and dissolution of Emaar
Misr.
The Board of Directors must be represented at any shareholders’ meeting by no less than the quorum
required for convening a meeting of the Board of Directors. In all cases the shareholders’ meeting will be
valid if attended by at least three directors, including the Chairman, the Vice Chairman or the Managing
Director, provided that all other conditions regarding the validity of the shareholders’ meeting are met.
A copy of any shareholders’ meeting notification must be sent to the EFSA and GAFI at the same time as
notification to shareholders is effected in order for their representatives to attend the general meeting. The
auditor of Emaar Misr must be invited by registered mail or hand-delivery to attend the meeting. The
auditors must attend the meeting for it to be valid. Pursuant to the EGX Listing Rules, a company must
disclose the resolutions of its shareholders’ meetings to the EGX and the EFSA immediately upon the
convention of such meeting or prior to the next trading session at the EGX at the latest. The executed
minutes of meeting must be submitted to the EGX one week after the convention of such meeting while

125
the ratified minutes by GAFI need to be submitted to the EGX at the most 3 days after receiving the
ratified minutes from GAFI.
The manner of voting in all shareholders’ meetings is by the means proposed by the meeting’s chairman
and approved by the shareholders represented at the meeting. If the resolution to be passed relates to;
(a) the appointment or removal of any director, (b) the filing of any allegations against any director or the
Chairman of the Board, or (c) if at least 10.0% of the shareholders attending the meeting so request, a
secret ballot must be held. No director may vote on any resolution relating to the determination of his
remuneration, fees, discharge of liability or relating to his management conduct. Corporate shareholders
represented on the Board must be represented at the shareholders level by a representative other than its
director on the Board, if relevant.
Any shareholder may attend shareholders’ meetings in person or by proxy. The proxy must be in writing
and must be given to a shareholder. Shareholders that are not represented by directors on the Board may
not give a proxy to a Board director in a shareholders’ meeting to represent them. A shareholder may not
represent by proxy more than 10.0% of the total number of shares in Emaar Misr or 20.0% of the shares
represented at the meeting.
The minutes of the shareholders’ meetings are ratified by GAFI, within a maximum of one month from the
date of convening the meeting and are recorded in a register held by Emaar Misr. Once Emaar Misr is
listed on the EGX, the minutes are required to be disclosed to the EFSA and the EGX immediately
following the meeting and before the following trading session. The minutes, executed by the Chairman,
are required to be delivered to the EGX within a maximum period of one week from the date of convening
the meeting. The ratified minutes are required to be delivered to the EGX within a maximum period of
three business days from the date of receipt from GAFI. The minutes registers are available for review and
inspection by the shareholders, Emaar Misr’s auditor and the competent administrative authorities, but are
not available to the public. However, as Emaar Misr is listed on the EGX, the resolutions will be required
to be disclosed to the EFSA and the EGX and material resolutions are published on the EGX’s website as
a reporting and transparency requirement.
Shareholders who have objected to any given resolution or who did not attend the meeting where the
resolution was passed, for a valid reason, are entitled to request the suspension or nullification of such
resolution if the resolution is found to be in favour or disfavour of a certain group of shareholders or
provides a special benefit to Emaar Misr’s Board of Directors or others without considering Emaar Misr’s
interests. GAFI may act on behalf of the shareholders if so requested.

Dividends
The Statutes provide that dividends, if any, are paid annually based on the net profits generated according
to Emaar Misr’s audited financial statements prepared in accordance with Egyptian Accounting Standards.
Pursuant to the Egyptian Companies Law, Emaar Misr must convene an Ordinary General Meeting no
later than three months after the end of the fiscal year to determine the dividends, if any, to be distributed.
Dividends declared by resolution of the shareholders at an Ordinary General Meeting must be distributed
within one month from the date of the Ordinary General Meeting. The Statutes provide that certain
portions of Emaar Misr’s profits should be allocated as legal reserves, distribution to employees,
shareholders’ dividends and remuneration of the Board of Directors. See ‘‘Dividend Policy’’.

Increases and Reductions in Capital


Emaar Misr’s share capital may be decreased or increased only by a resolution adopted at a duly convened
Extraordinary General Meeting by a 75.0% majority of the Ordinary Shares present or represented at the
meeting. The approval of the EFSA is required for the issuance of any new shares and also on the
reduction of the capital. Ratification by GAFI is required on the minutes of the Extraordinary General
Meeting or Board meeting, as applicable, approving the capital increase or decrease. Furthermore, any
amendment to Articles 6 and 7 of the Statues in connection with an increase or decrease of the authorised
and/or issued share capital of Emaar Misr requires the approval of the Chairman of GAFI as Emaar Misr
is incorporated pursuant to the Egyptian Investment Law. Changes in the share capital must also be
registered with the MCDR, and the issuance of new shares should be listed on the EGX within three
months of the date of the action that created the issuance. Capital decreases should be registered with the
EGX within three months of the date of the resolution of the Extraordinary General Meeting approving
the decrease. Moreover, changes in Emaar Misr’s share capital must be inscribed on the commercial
register extract of Emaar Misr.

126
Increases in the share capital must be made at fair value at the time of issuance of the shares in accordance
with a fair valuation report issued by an independent financial advisor (an ‘‘IFA’’), provided that the rights
issue allocated among existing shareholders of Emaar Misr may be made at par value subject to the
approval by the Extraordinary General Meeting. For all capital increases, approval at an Extraordinary
General Meeting is required. The decision of the Extraordinary General Meeting determines whether the
shares may be offered to a new investor or to existing shareholders. However, where the decision is to offer
shares to new investors, the Board of Directors must submit substantive reasons along with an auditor
report indicating the benefits the Company will achieve from offering the shares to new investors. The
Extraordinary General Meeting may approve the waiver of any pre-emption rights. An IFA report is
required if any new shares are offered to a new investor at fair value. In the case of rights’ issuance, the
subscription rights may be traded by the holders of the shares together with the Ordinary Shares before the
commencement of the subscription period and independently from the shares following the
commencement of the subscription period. If a rights issue is made above par value, an IFA report will be
required.
According to the EGX Listing Rules, Emaar Misr may not increase or decrease its share capital, publish
the invitation to any Extraordinary General Meeting to consider the same or carry out the required
procedures, without submitting a disclosure report in the prescribed form to the EGX together with the
relevant Board minutes approving the increase or decrease, the EGX’s approval of such report and its
publication on the EGX trading screens. The invitation of the Extraordinary General Meeting for the
commencement of capital increase or decrease procedures must be made within one week at most from
the date of EGX’s approval of the disclosure report and its publication on EGX trading screens. The
relevant Board minutes must include an authorisation to the Chairman to undertake the same.

Certificates, Registry and Transfer


The Ordinary Shares are registered on the MCDR system in a dematerialised form and cannot be held in
certificated form. The Ordinary Shares are eligible for clearing and settlement through the MCDR system.
Emaar Misr is entitled to request the MCDR at any time to issue a detailed statement of the registered
owners of the Ordinary Shares. As Emaar Misr is listed on the EGX, all transfers of Ordinary Shares will
be effected on the EGX in accordance with the EGX trading rules through EFSA-licenced brokers, and
are recorded on the electronic book-entry system of the MCDR and reflected in the statements of account
issued by the authorised custodians.
According to the EGX Listing Rules and the Capital Market Law, each shareholder acquiring, including
through its related parties, 5.0% or multiples thereof of the outstanding Ordinary Shares or subscription
rights of Emaar Misr must disclose the same, and shareholders must also disclose when their shareholdings
fall below 5.0% of the outstanding Ordinary Shares. The above threshold is 3.0% and its multiples for
Directors, employees and related parties thereof. In the event that the stake acquired by the shareholder,
including its related parties, represents 25.0% or more of the Ordinary Shares or voting rights, the
purchasing shareholder must disclose its future investment plan and intention with regard to the
management of Emaar Misr. In each of the above cases, disclosure must be made to the EGX in the
prescribed form and prior to the commencement of the next trading session. The EGX publishes such
disclosures immediately on the trading screens and on its website.
According to Article 331 of the Executive Regulations of the Capital Market Law, a person may acquire,
independently or together with related parties, less than one-third of the share capital or voting rights of
Emaar Misr through open market transactions (i.e., by applying the normal EGX trading rules) or through
a voluntary tender offer. According to Article 353 of the Executive Regulations of the Capital Market Law,
the obligation to launch a mandatory tender offer for the acquisition of 100.0% of the shares, voting
securities and convertible securities of Emaar Misr would arise in any of the following situations:
(i) if a person acquires, independently or together with related parties, one-third or more of the share
capital or voting rights of Emaar Misr; provided, however, that the EFSA may temporarily exempt
such person from this obligation if the percentage in excess does not exceed 3.0% of the share capital
or voting rights of Emaar Misr, and such excess percentage is disposed of within a period not
exceeding six months from reaching the one-third threshold, and the excess shares do not entitle the
holder to any voting rights within such period (i.e., until the disposal of the excess percentage takes
place);
(ii) if a person that holds, independently or together with related parties, between one-third and one-half
of the share capital or voting rights of Emaar Misr, independently or together with related parties, and

127
(a) acquires more than an additional 2.0% of the share capital or voting rights within 12 consecutive
months, or (b) exceeds one-half of the share capital or voting rights at any point in time; or
(iii) if a person that holds, independently or together with related parties, between one-half and three-
quarters of the share capital or voting rights of Emaar Misr, independently or together with related
parties, and (a) acquires more than an additional 2.0% of the share capital or voting rights within 12
consecutive months, or (b) exceeds three-quarters of the share capital or voting rights at any point in
time.
The foregoing provisions do not apply in case of the decrease of capital due to the cancellation of treasury
shares or the increase of capital in cash or though debt-to-equity swaps. However, it will apply where there
are purchases of subscription rights.

Liquidation Rights and Other Distributions


In the event of the liquidation, dissolution or winding-up of Emaar Misr, the assets of Emaar Misr are to
be applied to satisfy its liabilities. If any surplus remains, shareholders would participate on a pro-rata basis
in any such surplus.
If, during Emaar Misr’s financial year, the losses of Emaar Misr exceed 50.0% or more of its capital, an
Extraordinary General Meeting must be convened upon the invitation of the Board to decide whether to
dissolve Emaar Misr or to continue its activities. Resolutions of the Extraordinary General Meeting in
relation to dissolution or continuation are adopted by a three-quarters majority of the shares present or
represented at the meeting.

Pre-emptive Rights
If there is an increase in the share capital of Emaar Misr by the issuance of shares, the Egyptian
Companies Law and the Statutes provide that the existing shareholders have pre-emptive rights in
connection with that share issue pro rata to the percentage held by each existing shareholder prior to the
issuance of the new shares, unless the Extraordinary General Meeting resolves by a 75.0% majority of the
shares present or represented at the relevant meeting to offer part or all of the capital increase shares in a
public subscription without applying the pre-emptive rights.
Although any pre-emptive rights in connection with any future issuance of shares for cash will be (unless
waived) available to the holders of Ordinary Shares, U.S. holders of Ordinary Shares may not be entitled
to exercise their pre-emptive rights unless a registration statement under the Securities Act has been
declared effective in respect of such rights and such Ordinary Shares or an exemption from the registration
requirements thereunder is available. Emaar Misr intends to evaluate at the time of any pre-emptive rights
offering the costs and potential liabilities associated with the filing of any such registration statement or
qualifying for any such exemption, if required, as well as the indirect benefits to it of enabling the exercise
of pre-emptive rights by U.S. holders of Ordinary Shares and any other factors Emaar Misr considers
appropriate at such time, and then to make a decision regarding whether to file such registration statement
or seek to qualify for such exemption. If no registration statement is filed and Emaar Misr does not take
steps to comply with an exemption from the registration requirements under the Securities Act in relation
to such rights, the registrar is required to sell U.S. holders’ pre-emptive rights or, in its discretion, to
arrange for such rights to be exercised and the resulting shares or securities to be sold and to distribute the
net proceeds thereof to U.S. holders. See ‘‘Risk Factors—Risks Relating to the Shares—Shareholders in the
United States may be unable to participate in future rights offerings’’.

Acquisition of its Own Shares


Emaar Misr may purchase its own shares pursuant to a Board resolution in order to reduce its outstanding
share capital, to make a distribution to its employees in the form of an ESOP, or in connection with
delisting from the EGX. In accordance with the Egyptian Companies Law, if Emaar Misr acquires its own
shares, it must either resell such shares within a maximum of one year of the date of acquisition or cancel
such shares; in addition to this obligation the EGX Listing Rules include an additional obligation of
maintaining such treasury shares for a minimum period of three months prior to the reselling or
cancellation. Treasury shares do not have distribution of profits or voting rights.
Furthermore, as Emaar Misr is listed, according to the EGX Listing Rules, any treasury buyback by Emaar
Misr must be made in compliance with the EGX directives guaranteeing equality among investors and
market stability. Emaar Misr may not acquire or own more than 10.0% of its listed share capital in the

128
form of treasury shares. Emaar Misr must hold the treasury shares acquired for a minimum of three
months and a maximum of one year, after which they must be cancelled and the capital decreased
accordingly.
Emaar Misr must first hold a meeting of the Board of Directors to approve the treasury buyback and
subsequently notify the EGX of its wish to acquire treasury shares at least three business days before
carrying out the acquisition. The notice must include the reasons for the acquisition, the source of
financing, the expected impact on Emaar Misr’s performance indicators, the purchase price, the quantity,
the envisaged period of implementation and Emaar Misr’s broker. The minutes of the Board of Directors’
meeting must be attached to the notice.
The securities acquired by Emaar Misr must be local shares (i.e., not including depositary receipts). Emaar
Misr must disclose to the EGX the percentage of treasury shares acquired or disposed of at the end of
each day in which transactions in treasury shares take place, and the EGX publishes the disclosed
information on its trading screens and website.

129
TRANSFER RESTRICTIONS
The Institutional Offering is being made in accordance with Rule 144A and Regulation S of the Securities
Act. The Institutional Offering Shares have not been and will not be registered under the Securities Act or
with any securities regulatory authority of any state or other jurisdiction of the United States, and,
accordingly, are not being offered or sold within the United States, except to QIBs in reliance on the
exemption from the registration requirements of the Securities Act provided by Rule 144A or another
exemption from, or in transactions not subject to, the registration requirements of the Securities Act, and
to persons outside the United States in accordance with Regulation S. Terms used in this paragraph that
are defined in Rule 144A or in Regulation S under the Securities Act are used herein as so defined.

Investors in the United States


Each purchaser of Rule 144A Shares will be deemed to have represented and agreed as follows:
1. It acknowledges (or if it is acting for the account of another person, such person has confirmed to it
that it acknowledges) that the Rule 144A Shares have not been and will not be registered under the
Securities Act.
2. It certifies that (a) it is a QIB and, at the time of issuance of the Rule 144A Shares (as the case may
be), it (or one or more QIBs for whose account it is acting) will be the beneficial owner of the
Rule 144A Shares (as the case may be), and (b) it is aware that the sale to it is being made in reliance
on Rule 144A.
3. It agrees (or if it is acting for the account of another person, such person has confirmed to it that such
person agrees) that it will not offer, sell, pledge or otherwise transfer the Rule 144A Shares (as the
case may be) except (i) to a person whom it reasonably believes (or it and anyone acting on its behalf
reasonably believe) is a QIB within the meaning of Rule 144A in a transaction meeting the
requirements of Rule 144A; (ii) outside the United States in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act; (iii) pursuant to exemptions provided by Rule 144 under the
Securities Act (if available), in each case in accordance with any applicable securities laws of any state
of the United States, (iv) pursuant to any other available exemption from the Securities Act or
(v) pursuant to an effective registration statement.
4. Each purchaser of Rule 144A Shares understands that the Rule 144A Shares may not be deposited or
caused to be deposited into any depositary share facility established or maintained by a depositary
bank, other than a restricted depositary share facility, so long as such Rule 144A Shares are ‘‘restricted
securities’’ within the meaning of Rule 144(a)(3) under the Securities Act.
5. It acknowledges that the Company, the Managers and their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it
is acquiring the Rule 144A Shares for the account of one or more QIBs, it represents that it has sole
investment discretion with respect to each such account and that it has full power to make the
foregoing acknowledgements, representations and agreements on behalf of each such account.
Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the
above-stated restrictions shall not be recognised by the Company in respect of the Rule 144A Shares.
No representation can be made as to the availability of the exemption provided by Rule 144 under the
Securities Act for resales of the Rule 144A Shares. It acknowledges that the Company, the Managers and
others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and
warranties and agrees that if any of such acknowledgements, representations and warranties deemed to
have been made by virtue of its purchase of the Rule 144A Shares are no longer accurate, it will promptly
notify the Company, and if it is purchasing Rule 144A Shares as a fiduciary or agent for one or more
accounts, it represents that it has sole discretion with respect to each such account and full power to make
the foregoing acknowledgements, representations and warranties on behalf of each account. Each
purchaser will, and each subsequent holder of Rule 144A Shares is required to, notify any purchaser of
such Rule 144A Shares from it of the resale restrictions referred to in paragraph 3 above.

130
Investors outside the United States
Each purchaser of Regulation S Shares will be deemed to have represented and agreed as follows:
1. It acknowledges (or if it is a broker-dealer, its customer has confirmed to it that such customer
acknowledges) that the Regulation S Shares (as the case may be) have not been and will not be
registered under the Securities Act and that the sale of the Regulation S Shares is being made
pursuant to and in accordance with Regulation S.
2. It certifies that either:
(a) it is, or at the time the Regulation S Shares are issued will be, the beneficial owner of the
Regulation S Shares and (i) it is located outside the United States and has acquired, or has
agreed to acquire and will have acquired, the Regulation S Shares outside the United States,
(ii) it is not an affiliate of the Company or a person acting on behalf of such an affiliate, and
(iii) it is not in the business of buying and selling securities or, if it is in such business, it did not
acquire the Regulation S Shares from the Company or any affiliate thereof in the initial
distribution of Regulation S Shares; or
(b) it is a broker-dealing acting on behalf of its customer, its customer has confirmed to it that such
customer is, or at the time the Regulation S Shares are issued will be, the beneficial owner of the
Regulation S Shares and (i) it is located outside the United States and acquired, or has agreed to
acquire and will have acquired, the Regulation S Shares outside the United States, (ii) it is not an
affiliate of the Company or a person acting on behalf of such an affiliate, and (iii) it is not in the
business of buying and selling securities or, if it is in such business, it did not acquire the
Regulation S Shares from the Company or any affiliate thereof in the initial distribution of the
Regulation S Shares.
3. It acknowledges that the Company, the Managers and others will rely upon the truth and accuracy of
the foregoing acknowledgements, representations and warranties and agrees that if any such
acknowledgements, representations and warranties deemed to have been made by virtue of its
purchase of the Regulation S Shares are no longer accurate, it will promptly notify the Company, and
if it is purchasing Regulation S Shares as a fiduciary or agent for one or more accounts, it represents
that it has sole discretion with respect to each such account and full power to make the foregoing
acknowledgements, representations and warranties on behalf of each account.

131
TAXATION
The following summary of material U.S. federal income and Egyptian tax consequences of the acquisition,
ownership, and disposition of Ordinary Shares is of a general nature and based upon laws, regulations, decrees,
rulings, double taxation conventions, agreements and arrangements, administrative practice and judicial
decisions in effect as of the date of this Offering Memorandum. Legislative, judicial or administrative changes
or interpretations may, however, be forthcoming that could alter or modify the statements and conclusions set
forth herein. Any such changes or interpretations may be retroactive and could affect the tax consequences to
holders of the Ordinary Shares. This summary does not purport to be a legal opinion or to address all tax
aspects that may be relevant to a holder of Ordinary Shares.
EACH PROSPECTIVE HOLDER IS URGED TO CONSULT HIS, HER OR ITS TAX ADVISER AS
TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE ACQUISITION,
OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE APPLICABILITY
AND EFFECT OF ANY OTHER TAX LAWS OR TAX TREATIES, AND OF PENDING OR
PROPOSED CHANGES IN APPLICABLE TAX LAWS AS OF THE DATE OF THIS OFFERING
MEMORANDUM AND OF ANY ACTUAL CHANGES IN APPLICABLE TAX LAWS AFTER SUCH
DATE.

Certain Egyptian Tax Considerations


The following is a summary of the principal tax consequences for holders of Ordinary Shares who are not
residents in Egypt (‘‘Non-Residents’’). This summary addresses only the tax consequences for
Non-Resident investors.

Dividend Withholding Tax


Dividends were not previously taxable under the Egyptian tax law No. 91 for 2005 (the ‘‘Egyptian Tax
Law’’). However, Presidential Decree issuing Law No. 53 for 2014 amending the Egyptian Tax Law (the
‘‘Tax Law Reform’’) was recently passed and introduced dividend withholding tax. It should be kept under
consideration that the Tax Law Reform has made substantial changes and is quite new to the market.
The Egyptian Tax Law, as amended by the Tax Law Reform, defines dividends as any income resulting
from shares including preferred shares, founding shares or any other instruments giving their holders an
entitlement to participate in the profits of an Egyptian company.
According to the Egyptian Tax Law, as amended by the Tax Law Reform, dividends distributed by Egyptian
companies and partnerships (including profits realised by a Non-Resident’s permanent establishment in
Egypt) to Non-Residents are subject to a flat rate withholding tax amounting to 10% of such dividends
without deducting any costs or expenses. Bonus shares are not subject to such withholding tax.
The amount of withholding tax applicable to dividends’ distribution to Non-Residents is reduced to 5%
without deducting any costs or expenses providing that (i) the Non-Resident to which dividends will be
distributed holds more than 25% of such company’s capital or voting rights; and (ii) the Non-Resident
holds such shareholding for no less than 2 years.

Taxation of Capital Gains


Capital gains resulting from the sale of listed shares (‘‘CGT’’) were not previously taxable under the
Egyptian Tax Law, but were recently introduced under the Tax Law Reform.
According to the Egyptian Tax Law, as amended by the Tax Law Reform, capital gains realised from
disposing of companies’ shares listed on EGX or shares of Egyptian resident companies that are not listed
on EGX are taxable, whether such gains have been realised in Egypt or elsewhere.
Further, the Egyptian Tax Law as amended by the Tax Law Reform provides that capital gains realised by
Non-Residents as outlined above shall be subject to a flat CGT rate of 10% without deducting any costs or
expenses.
CGT is calculated based on the net capital profits realised by the portfolio (total owned stocks) at the end
of the fiscal year based on the difference between the swap or sale price (or by any other means of
disposing the relevant securities) and the price of its acquisition after deducting brokerage commissions.
The Egyptian authority executing the trade, i.e., MCDR, shall withhold and remit to the Egyptian tax
authority 6% of the amount of realised capital gains for each trade in accordance with the procedures set

132
forth in the executive regulations of the Egyptian Tax Law. Settlement shall take place every three months
on account of tax. The remaining balance is declared by the Non-Resident directly with the Egyptian tax
authority by filing the required forms pursuant to the procedures set by the Egyptian tax authority.
MCDR shall, at the end of the fiscal year, settle the difference between the CGT amount which has been
withheld and remitted to the Egyptian tax authority with the actual CGT amount due at the end of the
fiscal year. The Egyptian tax authority shall rebate any amounts which have been withheld and remitted in
excess to actual due CGT in accordance with the procedures and within the timeframes set forth in the
executive regulations of the Egyptian Tax Law.
On 17 May 2015, the Egyptian Ministerial Cabinet decided to postpone the application of the capital gains
tax for two years. However, as of the date of this Offering Memorandum, no formal regulation has been
promulgated to this effect. The Minister of Investment stated on 28 May 2015, that the amendments
pertaining to the postponement of the application of the capital gains tax would be issued within three
weeks and would be applicable as of 17 May 2015.

Certain United States Federal Income Tax Considerations


The following is a discussion of certain U.S. federal income tax consequences of the acquisition, ownership
and disposition of Ordinary Shares by a U.S. Holder (as defined below). This discussion deals only with
initial purchasers of Ordinary Shares that are U.S. Holders and that will hold the Ordinary Shares as
capital assets. This discussion does not address the effects of any U.S. federal tax laws other than U.S.
federal income tax laws (such as estate and gift tax laws) or any state, local or non-U.S. tax laws. This
discussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as
amended (the ‘‘Code’’), U.S. Treasury regulations promulgated thereunder, and administrative rulings and
judicial interpretations thereof, as well as on the Income tax Convention Between the United States of
America and Egypt (the ‘‘U.S. Treaty’’), in each case as in effect of the date hereof. All of the foregoing
authorities are subject to change, which change could apply retroactively and could affect the tax
consequences described below. There can be no assurance that the United States Internal Revenue Service
(the ‘‘IRS’’) or U.S. courts will agree with the tax consequences described in this discussion.
The discussion does not cover all aspects of U.S. federal income taxation that may be relevant to an
investor in light of such investor’s particular circumstances, including the impact of the unearned income
Medicare contribution tax, or to investors subject to special treatment under the U.S. federal income tax
laws (such as banks or other financial institutions; insurance companies; tax-exempt organisations;
regulated investment companies; real estate investment trusts; investors liable for the alternative minimum
tax; U.S. expatriates; dealers in securities or currencies; traders in securities; persons that directly,
indirectly or constructively own 10% or more of the Company’s equity interests; investors that will hold the
Ordinary Shares as part of straddles, hedging transactions or conversion transactions for U.S. federal
income tax purposes; or U.S. Holders whose functional currency is not the U.S. dollar). This discussion
applies to only U.S. Holders who qualify for benefits under the U.S. Treaty and are residents of the United
States for purposes of the U.S. Treaty.
As used herein, the term ‘‘U.S. Holder’’ means a beneficial owner of Ordinary Shares that is, for U.S.
federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation or
any entity taxable as a corporation for U.S. federal income tax purposes created or organised under the
laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which
is subject to U.S. federal income tax without regard to its source; or (iv) a trust if (a) a court within the
United States is able to exercise primary supervision over the administration of the trust and one or more
U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust a valid
election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Ordinary
Shares, the U.S. tax treatment of a partner in the partnership will depend on the status of the partner and
the activities of the partnership. Prospective purchasers that are partnerships or partners in partnerships
should consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition,
ownership and disposition of Ordinary Shares.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR
GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF OWNING ORDINARY
SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE

133
APPLICABILITY AND EFFECT OF OTHER FEDERAL, STATE, LOCAL, FOREIGN AND OTHER
TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Distributions
Subject to the discussion below under ‘‘—Passive Foreign Investment Company Considerations,’’ the gross
amount of any distribution of cash or property with respect to the Ordinary Shares generally will be
included in a U.S. Holder’s gross income as dividend income to the extent such distributions are paid out
of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income
tax principles). Because the Company does not maintain calculations of its earnings and profits under U.S.
federal income tax principles, U.S. Holders should assume that any distribution will be treated as a
dividend for U.S. federal income tax purposes. The amount of a dividend will include any amounts
withheld in respect of foreign taxes. A dividend will be included in a U.S. Holder’s income as ordinary
income on the date such U.S. Holder receives it, and it will be treated as foreign-source dividend income.
The dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S.
Holders.
Subject to certain holding period requirements and other conditions, dividends paid to individuals and
other non-corporate U.S. Holders of the Ordinary Shares may be eligible for preferential rates of taxation
if the dividends are ‘‘qualified dividends’’ for U.S. federal income tax purpose. Dividends received with
respect to the Ordinary Shares may be qualified dividends if the Company (i) is eligible for the benefits of
a comprehensive income tax treaty with the United States that the IRS has approved for purposes of the
qualified dividend rules, and (ii) was not a passive foreign investment company (‘‘PFIC’’) during the year
in which the dividend is paid or the prior taxable year and certain other requirements. The U.S. Treaty has
been approved for purposes of the qualified dividend rules and the Company expects to be eligible for the
benefits of the U.S. Treaty. U.S. Holders should consult their tax advisors regarding the application of the
relevant rules to their particular circumstances.

Foreign Currency Dividends


The amount of a dividend will be treated as foreign-source dividend income. The gross amount of any
dividend income paid in foreign currency will be the U.S. dollar amount calculated by reference to the spot
market exchange rate in effect on the date of receipt, regardless of whether the payment is in fact
converted into U.S. dollars on that date. If the dividend is converted into U.S. dollars on the date of
receipt, a U.S. Holder should not be required to recognise foreign currency gain or loss in respect of the
dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into
U.S. dollars after the date of receipt, which gain or loss will be U.S.-source ordinary income or loss.

Effect of Egyptian Withholding Taxes


Under current Egyptian law (see ‘‘—Certain Egyptian Tax Considerations—Dividend Withholding Tax’’),
dividends paid by an Egyptian corporation to a U.S. Holder will ordinarily be subject to Egyptian
withholding tax. For U.S. federal income tax purposes, U.S. Holders will be treated as having received the
amount of Egyptian taxes withheld by the Company, and as then having paid over the withheld taxes to the
Egyptian tax authority. As a result of this rule, the amount of dividend income included in gross income for
U.S. federal income tax purposes by a U.S. Holder with respect to a payment of dividends may be greater
than the amount of cash actually received (or receivable) by the U.S. Holder.

Foreign Tax Credit


A U.S. Holder generally will be entitled, subject to certain limitations, to a credit against its U.S. federal
income tax liability, or to a deduction, if elected, in computing its U.S. federal taxable income, for
non-refundable Egyptian income taxes withheld from dividends not exceeding the applicable rate under
the U.S. Treaty. An election to deduct foreign taxes instead of claiming foreign tax credits must apply to all
foreign taxes paid or accrued in the taxable year. U.S. Holders that are eligible for benefits under the U.S.
Treaty will not be entitled to a foreign tax credit for the amount of any Egyptian taxes withheld in excess of
the applicable rate or for any Egyptian taxes which are refundable because they were imposed at a rate in
excess of the applicable U.S. Treaty rate. In most circumstances, the Egyptian statutory withholding tax
rate on dividends should be less than the applicable withholding tax rate on dividends under the U.S.
Treaty. Aspects of the Egyptian legislation remain unclear and a U.S. Holder should consult its tax advisor

134
to determine whether it needs to apply for a reduced U.S. Treaty rate and what U.S. Treaty certification
requirements would be required under Egyptian law.

Sale, Exchange or Other Taxable Disposition


Subject to the discussion below under ‘‘—Passive Foreign Investment Company Considerations,’’ a U.S.
Holder generally will recognise gain or loss on the sale, exchange or other taxable disposition of the
Ordinary Shares equal to the difference between the amount realised on such sale or exchange and the
U.S. Holder’s adjusted tax basis in such Ordinary Shares. Such gain or loss generally will be capital gain or
loss. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for
the Ordinary Shares exceeds one year. The deductibility of capital losses is subject to significant
limitations. Any gain or loss generally will be U.S.-source gain or loss for foreign tax credit purposes.
A U.S. Holder’s initial tax basis in its Ordinary Shares generally will be the U.S. dollar value of the foreign
currency denominated purchase price of the Ordinary Shares on the date of purchase. If the Ordinary
Shares are treated as traded on an ‘‘established securities market,’’ a cash basis U.S. Holder or, if it elects,
an accrual basis U.S. Holder, will determine the U.S. dollar value of the cost of such Ordinary Shares by
translating the amount paid at the spot rate of exchange on the settlement date of the purchase. Such an
election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be
revoked without the consent of the IRS. The amount realised generally will be the U.S. dollar value of the
payment received determined on the date of disposition. If the Ordinary Shares are treated as traded on an
established securities market, a cash basis taxpayer or, if it elects, an accrual basis taxpayer, will determine
the U.S. dollar value of the amount realised by translating the amount received at the spot rate of
exchange on the settlement date of the sale.
On the settlement date, the U.S. Holder will recognise U.S.-source foreign currency gain or loss (taxable as
ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount
received based on the exchange rates in effect on the date of sale or other disposition and the settlement
date. However, in the case of Ordinary Shares traded on an established securities market that are sold by a
cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), the amount realised will be based
on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be
recognised at that time.
The U.S. Treaty provides that gains from the alienation of Ordinary Shares in a corporation the property of
which consists principally of real property situated in Egypt may be taxed by the Egyptian tax authority as
income from Egyptian real property. In light of its extensive holdings in Egyptian real property, the
Company believes it should be treated as a corporation the property of which consists principally of
Egyptian real property. If the Company is treated as such a corporation, then U.S. holders may elect to
have such gain from the sale, exchange or other taxable disposition of the Ordinary Shares be treated as
foreign-source income pursuant to the terms of the U.S. Treaty. U.S. Holders may be able to claim a
foreign tax credit for Egyptian taxes paid on such sale, exchange or disposition, subject to certain
limitations. U.S. Holders should consult their tax advisors regarding the availability of such election and
treatment.
As described in ‘‘—Certain Egyptian Tax Considerations—Taxation of Capital Gains,’’ the precise application
of the Egyptian capital gains tax remains uncertain, and limitations on the credibility or deductibility of
foreign taxes for U.S. federal income tax purposes are complex. U.S. Holders are urged to consult their tax
advisors regarding the U.S. federal income tax consequences of any Egyptian capital gains taxes and the
availability of the foreign tax credit or deduction under their particular circumstances.

Passive Foreign Investment Company Considerations


A non-U.S. corporation will be a PFIC for U.S. federal tax purposes in any taxable year in which, after
taking into account the income and assets of the corporation and certain subsidiaries pursuant to
applicable look-through rules, either:
(i) at least 75% of its gross income is ‘‘passive income;’’ or
(ii) at least 50% of the average quarterly value of its gross assets (which may be determined in part by the
market value of Ordinary Shares, which is subject to change) is attributable to assets that produce
‘‘passive income’’ or are held for the production of ‘‘passive income’’.

135
Passive income for this purpose generally includes dividends, interest, royalties, rents and certain gains
from commodities (other than commodities sold in an active trade or business) and securities transactions.
The Company does not believe that it was classified as a PFIC for U.S. federal income tax purposes for its
most recent taxable year ending 31 December 2014, and based on the nature of the Company’s business,
the projected composition of the Company’s income and the projected composition and estimated fair
market values of the Company’s assets, the Company does not expect to be a PFIC for U.S. federal income
tax purposes for the Company’s current taxable year or the foreseeable future. Whether the Company is a
PFIC is a factual determination made annually, and the Company’s status could change depending upon,
among other things, changes in the composition and relative value of its gross receipts and assets
(including the amount of cash held by the Company), which may be dependent on the market value of the
Ordinary Shares, and the manner in which the Company otherwise conducts its business. Accordingly, no
assurance can be given that the Company will not be a PFIC in the current or any future taxable year.
If the Company is treated as a PFIC for any taxable year during which a U.S. Holder holds Ordinary
Shares, gain recognised by a U.S. Holder upon a sale or other taxable disposition (including certain
pledges) of Ordinary Shares will generally be allocated rateably over the U.S. Holder’s holding period for
such Ordinary Shares. The amounts allocated to the taxable year of the sale or other taxable disposition
and to years before the Company became a PFIC would be taxed as ordinary income. The amount
allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable
year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax
attributable to the allocated amount. Further, to the extent that any distribution received by a U.S. Holder
on Ordinary Shares exceeds 125% of the average of the annual distributions on such Ordinary Shares
received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that
distribution would be subject to taxation in the same manner as gain, described immediately above.
Certain elections may be available that would result in alternative treatments (such as mark-to-market
treatment) of the Ordinary Shares. An election for mark-to-market treatment is available only if the
Ordinary Shares are considered ‘‘marketable stock,’’ which generally includes stock that is regularly traded
in more than de minimis quantities on a qualifying exchange. No assurance can be given that the Ordinary
Shares will be considered regularly traded on a qualifying exchange, and therefore considered ‘‘marketable
stock,’’ for purposes of the PFIC mark-to-market election. Each U.S. Holder is encouraged to consult its
own tax advisor as to whether a mark-to-market election is available or desirable in their particular
circumstances.
The Company does not intend to prepare or provide the information that would enable U.S. Holders to
make a ‘‘qualified electing fund’’ election.
U.S. Holders should consult their tax advisors concerning the Company’s possible PFIC status and the
consequences to them if the Company were a PFIC for any taxable year.

Information Reporting and Backup Withholding


In general, payments of dividends and other proceeds with respect to the Ordinary Shares held by a U.S.
Holder may be required to be reported to the IRS unless the U.S. Holder is an exempt recipient and, when
required, demonstrates this fact. In addition, a U.S. Holder that is not an exempt recipient may be subject
to backup withholding unless it provides a taxpayer identification number and otherwise complies with
applicable certification requirements.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited
against a U.S. Holder’s U.S. federal income tax liability and may entitle a U.S. Holder to a refund,
provided that the appropriate information is timely furnished to the IRS. U.S. Holders should consult with
their own tax advisors regarding the application of the U.S. information reporting and backup withholding
regime.
Certain non-corporate U.S. Holders are required to report information with respect to investments in
Ordinary Shares not held through an account with certain financial institutions. U.S. Holders that fail to
report required information could become subject to substantial penalties. Potential investors are
encouraged to consult with their own tax advisors about these and any other reporting obligations arising
from their investment in Ordinary Shares.

136
PLAN OF DISTRIBUTION
Emaar Misr and the Managers have entered into the Underwriting Agreement with respect to the
Institutional Offering. Subject to the satisfaction of certain conditions set out in the Underwriting
Agreement, each Manager has agreed, severally but not jointly, to act as the Company’s agents and to use
reasonable endeavours to procure purchasers for, or failing which, to purchase itself from the Company, at
the Offer Price, such number of Institutional Offering Shares set forth opposite its name in the following
table. Emirates Financial Services PSC is acting as a manager in connection with the Institutional Offering
but not as an underwriter. Emirates NBD Bank PJSC, an affiliate of Emirates Financial Services PSC, is
acting only as an underwriter in connection with the Institutional Offering and will have the obligation to
purchase Institutional Offering Shares for which Emirates Financial Services PSC fails to procure
purchasers.

Number of Institutional
Offering Shares

Managers
EFG Hermes Promoting and Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408,450,000
J.P. Morgan Securities plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,000,000
Emirates NBD Bank PJSC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,550,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 510,000,000

The Underwriting Agreement does not relate to the Egyptian Public Offering and the Managers are not
under any obligation to procure purchasers for, or to purchase any, Public Offering Shares offered in the
Egyptian Public Offering. Furthermore, J.P. Morgan has no obligation to underwrite sales to Egyptian
institutions in the Institutional Offering.
The net proceeds from the sale of the New Shares (assuming all Public Offering Shares are offered and
sold in the Egyptian Public Offering) are expected to amount to approximately EGP 2,180,000,000
(US$285.6 million), after deducting underwriting commissions, discretionary fees and expected expenses of
approximately EGP 100,000,000 (US$13.1 million), attributed to the Combined Offering, and assuming no
Ordinary Shares are purchased during the Stabilisation Period using the Stabilisation Fund. All expenses of
the Combined Offering will be borne by the Company.

Underwriting Agreement
In the Underwriting Agreement, Emaar Misr has made certain representations and warranties and will
agreed to indemnify the several Managers against certain liabilities, including liability under the Securities
Act. The obligations of the Managers are subject to approval of legal matters by counsel, including the
validity of the New Shares, and other conditions contained in the Underwriting Agreement.
The Joint Global Coordinators may terminate the Underwriting Agreement prior to 25 June 2015 (the
‘‘Prefunding Longstop Date’’) under certain specified conditions that are typical for an agreement of this
nature. If any of the conditions are not satisfied or waived, or if the Underwriting Agreement is otherwise
terminated prior to the Prefunding Longstop Date, then the Institutional Offering will be terminated.

Offer Price
The Offer Price is EGP 3.80 per New Shares. The Institutional Offering Shares and the Public Offering
Shares are offered at the Offer Price.

Allocation
The Combined Offering comprises the Institutional Offering and the Egyptian Public Offering. The
allocation of New Shares in the Institutional Offering has been determined by Emaar Misr in consultation
with the Managers. The allocation of New Shares in the Egyptian Public Offering will be conducted on a
pro rata basis in the case of oversubscription, without discretion. Factors that may be taken into account
when determining the allocations between prospective investors in the event of over-subscription may
include participation in the marketing process for the Combined Offering, holding behaviour in previous
offerings, holdings in similar companies, pre-funding of indication of interest and other factors that Emaar
Misr and the Managers may deem relevant.

137
The Company, in consultation with the Managers, may re-allocate New Shares from either the Institutional
Offering to the Egyptian Public Offering or from the Egyptian Public Offering to the Institutional Offering
depending on the level of subscription for each tranche. Any re-allocation of New Shares from the
Institutional Offering to the Egyptian Public Offering will take place at least three business days prior to
the closing of the Egyptian Public Offering which is scheduled for 25 June 2015. Any re-allocation from the
Egyptian Public Offering to the Institutional Offering will take place on the day following the closing of the
Egyptian Public Offering which is scheduled for 25 June 2015.

Subscription, Prefunding, Settlement and Transfer of the Ordinary Shares


The process between establishment of the Offer Price and commencement of trading of the New Shares is
expected to occur as follows:

Date Event

18 June 2015 . . . . . . . . . . Offer Price announced and allocations made


25 June 2015 . . . . . . . . . . Prefunding Longstop Date
25 June – 2 July 2015* . . . Finalisation of capital increase procedures with various regulatory bodies
2 July 2015* . . . . . . . . . . . Settlement (transfer by the MCDR to investors’ local custody accounts
and transfer of funds by receiving bank to the Company) and
commencement of trading on EGX

* Subject to receipt of regulatory approvals.

All investors in the Institutional Offering must (i) establish a valid client specific custody account with a
custodian authorised by the EFSA (a ‘‘Local Custodian’’) into which such investor’s Institutional Offering
Shares can be delivered and (ii) obtain a unique, personalised stock exchange code for the EGX (a
‘‘Unified Code’’). The process of establishing an account with a Local Custodian and obtaining a Unified Code
can take up to two weeks, and these are required in order to subscribe for Institutional Offering Shares.
Investors will need to provide, among other things, information as to their legal name and any sub account
details, together with details of their custody account and their Unified Code, when submitting a request
for an allocation of Institutional Offering Shares.
In order to effect the issuance and listing of the New Shares, all investors in the New Shares (including
investors in the Institutional Offering Shares) must prefund the purchase of such New Shares, no later than
the Prefunding Longstop Date. Payment for the New Shares is expected to be made to the Company’s
capital increase account and the New Shares will come into existence and be admitted for unconditional
trading once GAFI and EFSA approvals are obtained, the Company’s Statutes are amended, the New
Shares are recorded in book-entry form with the MCDR and the New Shares are listed on the EGX. The
delivery of the New Shares is expected to take place on or around 2 July 2015, subject to receipt of such
approvals.
The trading in the New Shares is conditional upon the satisfaction of the following conditions: (i) at least
10% of the Company’s issued capital is owned by shareholders (other than the founders of the Company),
(ii) 5% of the Company’s total outstanding shares is free float (as defined in the EGX Listing Rules)
having a market value of not less than EGP 10 million, and (iii) the New Shares are being subscribed for by
a minimum of 300 investors.
The Local Custodian designated by the purchaser will hold the ordinary shares in accordance with the
purchaser’s instructions. Ownership of the ordinary shares will be shown on, and any transfer of that
ownership will be executed on, the EGX books and will be effected through the records of the MCDR. All
transfers of ownership of the ordinary shares must be effected on the EGX by an EFSA-licensed broker.
Subject to compliance with the transfer restrictions described in ‘‘Transfer Restrictions’’, purchasers wishing
to sell their ordinary shares must instruct an EFSA-licensed broker to block such ordinary shares. The
broker then must effect such sale through the EGX which will register such sale on the EGX books. See
‘‘Securities Market Information—Stock Exchange Trading Mechanisms’’ for more information.
None of the Company, the Principal Shareholder or the Managers will have any responsibility for the
performance by any Local Custodian or its agents of their respective obligations under the rules and
procedures governing their operations.

138
Stabilisation
In connection with the Combined Offering, the Stabilisation Manager, or any of its agents, may effect
transactions in the ordinary shares on the EGX with a view to supporting or maintaining the market price
of the ordinary shares at a level higher than that which might have otherwise prevailed in the open market.
However, there is no assurance that the Stabilisation Manager (or persons acting on its behalf) will
undertake any stabilisation action. Any stabilising action may begin on or after the date of the
commencement of trading of ordinary shares on the EGX, and if begun, may end at any time, but must end
no later than 30 calendar days after that date (referred to as the Stabilisation Period). The Company will
finance an amount equal to 15% of the gross proceeds of the Combined Offering (referred to as the
Stabilisation Fund) and make such funds available to the Stabilisation Manager prior to commencement of
trading. Starting on the commencement of trading, the Stabilisation Manager will place an open purchase
order at the Offer Price, which will remain open until the end of the Stabilisation Period. At the end of the
Stabilisation Period this open purchase order will be matched with open sale orders and executed on the
EGX. If the purchase order submitted by the Stabilisation Manager exceeds the amount deposited in the
Stabilisation Fund, such purchase orders will be executed on a pro rata basis up to the amount of the
Stabilisation Fund and all ordinary shares purchased will be placed in the Stabilisation Fund. The
Stabilisation Manager will remit to the Company, at the end of the Stabilisation Period, any proceeds of
the Combined Offering then remaining in the Stabilisation Fund and any remaining ordinary shares
purchased during the Stabilisation Period using the Stabilisation Fund. The Stabilisation Manager will
disclose the stabilisation transactions to the EGX at the end of the Stabilisation Period.

Lock-up Arrangements
The Company has agreed that, without the prior written consent of the Joint Global Coordinators (such
consent not to be unreasonably withheld or delayed), it and its officers and directors will not during a
period of 180 days from the date of the Underwriting Agreement, directly or indirectly, issue, offer, pledge,
sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, exercise any option to
sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly or
indirectly, any Ordinary Shares (including treasury shares), or securities convertible or exchangeable into
or exercisable for any Ordinary Shares or warrants or other rights to purchase Ordinary Shares or any
security or financial product whose value is determined directly or indirectly by reference to the price of
the Ordinary Shares, (ii) enter into any swap, or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership of the Ordinary Shares, in
each case, whether any such transaction is to be settled by delivery of Ordinary Shares or other securities,
in cash or otherwise, or (iii) publicly announce such an intention to effect any such transaction. These
restrictions shall not apply to the sale of the New Shares to be sold in the Combined Offering or to the
Ordinary Shares that Emaar Misr may issue pursuant to the ESOP described in this Offering
Memorandum.
The Principal Shareholder has agreed that, without the prior written consent of the Joint Global
Coordinators (such consent not to be unreasonably withheld or delayed), it will not during a period of
180 days from the date of the Underwriting Agreement, directly or indirectly, offer, pledge, sell, contract to
sell, sell or grant any option, right, warrant, or contract to purchase, exercise any option to sell, purchase
any option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares, or securities convertible or exchangeable into or exercisable for any Ordinary Shares or
warrants or other rights to purchase Ordinary Shares or any security or financial product whose value is
determined directly or indirectly by reference to the price of the Ordinary Shares, (ii) enter into any swap,
or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Ordinary Shares, in each case, whether any such transaction is
to be settled by delivery of Ordinary Shares or other securities, in cash or otherwise, or (iii) publicly
announce such an intention to effect any such transaction. These lock-up restrictions shall not apply to
(i) any inter-company transfers of Ordinary Shares by Emaar Properties in favour of its affiliates;
(ii) acceptance of a general offer made to all holders of Ordinary Shares then in issue (other than Ordinary
Shares held by the person making the offer or its affiliates) on terms which treat all holders of Ordinary
Shares alike, or executing and delivering an irrevocable commitment or undertaking to accept such a
general offer (without any further agreement to transfer or dispose of any Ordinary Shares or any interest
therein); (iii) taking up any rights granted in respect of a pre-emptive share offering by the Company;
(iv) selling or otherwise disposing of Ordinary Shares pursuant to any offer by the Company to purchase its
own Ordinary Shares which is made on identical terms to all holders of Ordinary Shares in the Company;

139
(v) any disposal by and/or allotment and issue of shares to Emaar Properties pursuant to any capital
reorganisation in respect of any Ordinary Shares beneficially owned, held or controlled by Emaar
Properties, provided that any shares issued to or otherwise acquired by Emaar Properties pursuant to such
capital reorganisation shall be subject to the restrictions of this clause; or (vi) transferring or otherwise
disposing of Ordinary Shares pursuant to a compromise or arrangement between the Company and its
creditors or any class of them or between the Company and its members of any class of them which is
agreed to by the creditor or members and (where required) sanctioned by any applicable authority. It is
agreed that the carve-out in subsection (i) above is subject to the following conditions: (x) that any of such
affiliate transferees shall agree to be bound by the lock-up obligations of Emaar Properties described
above during the lock-up period; and (y) that any of such inter-company transfers of Ordinary Shares shall
be performed on terms and conditions that do not conflict with the Combined Offering.
In addition, the Principal Shareholder is subject to a statutory lock-up requirement (as set forth in the
EGX Listing Rules issued by EFSA Decree No. 11 dated 22 January 2014), which requires the Principal
Shareholder to maintain at least 51% (as measured prior to the Combined Offering) of its Ordinary Shares
for a period of two years following the commencement of trading of the Ordinary Shares on the EGX.
Nevertheless, subject to the approval of EFSA and the general shareholders’ meeting of Emaar Misr, the
Ordinary Shares subject to the lock-up requirement may be transferred, wholly or partially, during such
period if (i) the purchaser is a bank, an insurance company, a direct investment fund, an entity specialised
in investment or a corporation with distinguished experience and track record in Emaar Misr’s field of
activity and (ii) the acquirer undertakes to abide by the lock-up requirement until the end of the two-year
period.

Other Relationships
The Managers are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management,
principal investment, hedging, financing and brokerage activities. The Managers and their respective
affiliates have in the past performed commercial banking, investment banking and advisory services for
Emaar Misr and its affiliates from time to time for which they have received customary fees and
reimbursement of expenses and may, from time to time, engage in transactions with and perform services
for Emaar Misr and its affiliates in the ordinary course of their business for which they may receive
customary fees and reimbursement of expenses. In the ordinary course of their various business activities,
the Managers and their respective affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and financial instruments (which may
include bank loans and/or credit default swaps) for their own account and for the accounts of their
customers and may at any time hold long and short positions in such securities and instruments. Such
investment and securities activities may involve the Company’s securities and instruments. Emirates NBD
Bank PJSC is the lender under the EGP 100 million discounted cheques facility made available to the
Company. Emirates Financial Services PSC is an affiliate of Emirates NBD Bank PJSC. See ‘‘Operating
and Financial Review—Credit Facilities’’.
In connection with the Institutional Offering, each of the Managers and any of their affiliate acting as an
investor for its own account may take up Institutional Offering Shares and in that capacity may retain,
purchase or sell for its own account such Institutional Offering Shares and any related investments and
may offer or sell such Institutional Offering Shares or other investments otherwise than in connection with
the Institutional Offering. Accordingly, references in this Offering Memorandum to the Institutional
Offering Shares being offered or placed should be read as including any offering or placement of
Institutional Offering Shares to the Managers and any affiliate acting in such capacity. No Manager
intends to disclose the extent of any such investment or transactions otherwise than to the Company and/or
in accordance with any legal or regulatory obligation to do so. In addition, in connection with the
Institutional Offering, certain of the Managers may enter into financing arrangements with investors, such
as share swap arrangements or lending arrangements where Institutional Offering Shares are used as
collateral, that could result in such Manager acquiring shareholdings in the Company.
In connection with the Institutional Offering, the Managers are not acting for anyone other than the
Company and will not be responsible to anyone other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Institutional Offering.

140
Selling Restrictions
General
No action has been or will be taken in any jurisdiction that would permit a public offering of the
Institutional Offering Shares or the possession, circulation or distribution of this Offering Memorandum or
any other material relating to the Company, the Principal Shareholder or the Institutional Offering Shares
in any jurisdiction where action for such purpose is required. Accordingly, the Institutional Offering Shares
may not be offered or sold directly or indirectly, and neither this Offering Memorandum nor any other
offering material or advertisements in connection with the Institutional Offering Shares may be distributed
or published, in or from any country or jurisdiction except under circumstances that will result in
compliance with any applicable rules and regulations of any such country or jurisdiction.
The issue and distribution of this Offering Memorandum and the offering of the Institutional Offering
Shares may be subject to statutory restrictions in other jurisdictions. The Company, the Principal
Shareholder and the Managers request persons into whose possession this Offering Memorandum may
come to inform themselves of and to observe all such restrictions. Neither the Company, the Principal
Shareholder, the Managers accept any legal liability for any violation of any such restriction by any person,
whether or not a prospective purchaser of the Institutional Offering Shares.

United States
The Institutional Offering Shares have not been and will not be registered under the ‘‘Securities Act’’, or
with any securities regulatory authority of any state or other jurisdiction of the United States, and may not
be offered or sold, directly or indirectly, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The Institutional Offering Shares will
be offered (i) outside the United States in ‘‘offshore transactions’’ in reliance on Regulation S under the
Securities Act to institutional investors in a number of countries, including Egypt and (ii) in the United
States only to QIBs as defined in Rule 144A under the Securities Act, in reliance on Rule 144A or another
exemption from, or a transaction not subject to, the registration requirements of the Securities Act.
Prospective purchasers that are qualified institutional investors are hereby notified that the sellers of
shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. The Institutional Offering Shares are subject to transfer restrictions in certain jurisdictions.
Prospective purchasers should read the restrictions described under ‘‘Transfer Restrictions’’.
Any offers and sales of the Institutional Offering Shares in the United States will be conducted by broker-
dealers registered with the U.S. Securities and Exchange Commission. EFG Hermes is expected to make
offers and sales in the United States through its selling agent, Auerbach Grayson & Company, Inc., a US
registered broker-dealer.

European Economic Area


In relation to each Member State of the European Economic Area, each of the Managers has represented
and agreed that with effect from and including the date on which the Prospectus Directive is implemented
in a Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of
any Institutional Offering Shares to the public in a Member State, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of Institutional Offering Shares in a Member
State:
• to any legal entity which is a qualified investor as defined in the Prospectus Directive;
• to fewer than 150 natural or legal persons (other than ‘‘qualified investors’’ as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior
consent of the Managers nominated by the Company for any such offer; or
• in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Institutional Offering Shares shall require the Company or any Joint Global
Coordinator to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive.

141
Each person in a Member State who receives any communication in respect of, or who acquires any
Institutional Offering Shares will be deemed to have represented, warranted and agreed to and with each
Joint Global Coordinator and the Company that:
(a) it is a qualified investor within the meaning of the law in a Member State implementing Article 2(1)(e)
of the Prospectus Directive; and
(b) in the case of any Institutional Offering Shares acquired by it as a financial intermediary, as that term
is used in Article 3(2) of the Prospectus Directive, (i) the Institutional Offering Shares acquired by it
have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State other than qualified investors, as that term is defined in the
Prospectus Directive, or in the circumstances in which the prior consent of the representatives of the
Managers has been given to the offer or resale or (ii) where Institutional Offering Shares have been
acquired by it on behalf of persons in any Member State other than qualified investors, the offer of
such shares to it is not treated under the Prospectus Directive as having been made to such persons.
For the purposes of the provisions and representations above, the expression ‘‘an offer to the public’’ in
relation to any shares in any Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to
decide to purchase or subscribe for any Institutional Offering Shares, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State, the
expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Member State), and includes any relevant
implementing measure in the Member State and the expression ‘‘2010 PD Amending Directive’’ means
Directive 2010/73/EU.

United Kingdom
This Offering Memorandum is for distribution only to persons who: (i) are outside the United Kingdom;
or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the ‘‘Financial
Promotion Order’’); or (iii) are persons falling within Article 49(2)(a) to (d) (‘‘high net worth companies,
unincorporated associations etc’’) of the Financial Promotion Order; or (iv) persons to whom an invitation
or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in
connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as ‘‘relevant persons’’). This Offering
Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this Offering Memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons.
Each Joint Global Coordinator has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in
circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Egypt
New Shares may not be offered or sold in any form of general solicitation or general advertising or in a
public offering in Egypt, unless the pre-approval of the EFSA and/or EGX has been obtained. Institutional
Offering Shares may only be offered or sold in Egypt through a private placement to Egyptian QIBs,
Professional High Net Worth Investors, or Professionally Experienced Investors (each as defined below)
whose ordinary activities involve them in acquiring, holding, managing or disposing of investments for the
purposes of their business and only in accordance with the Public Subscription Notice and the applicable
Egyptian law and regulations including the applicable provisions of the Capital Market Law, its Executive
Regulations as amended, the EGX Listing Rules and the provisions of the Capital Market Authority’s
(EFSA predecessor) Directives no. 31 for the year 2002 concerning private placements.

142
Each purchaser of Institutional Offering Shares in Egypt will be deemed to have represented that it is
either an Egyptian QIB, a Professional High Net Worth Investor or a Professionally Experienced Investor
within the meaning of the EFSA Directives no. 31 for the year 2002 concerning private placements.
An Egyptian QIB is an institutional investor having: (i) a minimum asset book value of EGP 20.0 million;
(ii) a minimum equity book value of EGP 10.0 million; (iii) a minimum investment in securities (excluding
securities acquired in the Combined Offering) of EGP 5.0 million as of the date of the placement; or (iv) a
licence to undertake a security related activity and permitted to acquire securities within its objects and
permitted activities.
A Professional High Net Worth Investor is an individual investor: (i) who owns assets with a minimum
value of EGP 2.0 million; (ii) with a minimum annual income of EGP 500,000; (iii) with a minimum bank
savings account balance of EGP 500,000; or (iv) who, as of the placement date, holds securities in two joint
stock companies (excluding securities acquired in the Combined Offering) with a minimum value of
EGP 2.0 million.
A Professionally Experienced Investor is an individual who has experience in stock markets and capital
markets locally and globally for a period of 5 years, which period may be reduced to 4 years for an
individual who passed EFSA-approved training courses in the field of capital markets.

United Arab Emirates (excluding the Dubai International Financial Centre)


This Offering Memorandum is strictly private and confidential and is being distributed to a limited number
of investors and must not be provided to any person other than the original recipient, and may not be
reproduced or used for any other purpose. If you are in any doubt about the contents of this Offering
Memorandum, you should consult an authorised financial adviser.
By receiving this Offering Memorandum, the person or entity to whom it has been issued understands,
acknowledges and agrees that this Offering Memorandum has not been approved by or filed with the UAE
Central Bank, the UAE Securities or Commodities Authority (the ‘‘SCA’’) or any other authorities in the
UAE, nor have the Managers received authorisation or licencing from the UAE Central Bank, SCA or any
other authorities in the UAE to market or sell securities or other investments within the UAE. No
marketing of any financial products or services has been or will be made from within the UAE other than
in compliance with the laws of the UAE and no subscription to any securities or other investments may or
will be consummated within the UAE. It should not be assumed that any of the Managers is a licenced
broker, dealer or investment advisor under the laws applicable in the UAE, or that any of them advise
individuals resident in the UAE as to the appropriateness of investing in or purchasing or selling securities
or other financial products. The Institutional Offering Shares may not be offered or sold directly or
indirectly to the public in the UAE. This does not constitute a public offer of securities in the UAE in
accordance with the Companies Law or otherwise.
Nothing contained in this Offering Memorandum is intended to constitute investment, legal, tax,
accounting or other professional advice. This Offering Memorandum is for your information only and
nothing in this Offering Memorandum is intended to endorse or recommend a particular course of action.
Any person considering acquiring securities should consult with an appropriate professional for specific
advice rendered based on their respective situation.

Dubai International Financial Centre


The Institutional Offering Shares have not been offered and will not be offered to any persons in the
Dubai International Financial Centre except on that basis that an offer is:
(i) an ‘‘Exempt Offer’’ in accordance with the Markets Rules (MKT) module of the Dubai Financial
Services Authority (the ‘‘DFSA’’); and
(ii) made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSA
Conduct of Business Module.

Kingdom of Saudi Arabia


This Offering Memorandum may not be distributed in the Kingdom of Saudi Arabia (‘‘KSA’’), except to
such persons as are permitted under the Offers of Securities Regulations (the ‘‘Saudi Regulations’’) issued
by the Board of the Capital Market Authority (the ‘‘Capital Market Authority’’) resolution

143
number 2-11-2004 dated 4 October 2004 and amended by the Board of the Capital Market Authority
resolution number 1-28-2008 dated 18 August 2008.
The Capital Market Authority does not make any representations as to the accuracy or completeness of
this Offering Memorandum, and expressly disclaims any liability whatsoever for any loss arising from, or
incurred in reliance upon, any part of this Offering Memorandum. Prospective investors of the
Institutional Offering Shares should conduct their own diligence on the accuracy of the information
relating to the Institutional Offering Shares. If a prospective purchaser does not understand the contents
of this Offering Memorandum, he or she should consult an authorised financial adviser.
The Institutional Offering Shares must not be advertised, offered or sold and no memorandum,
information circular, brochure or any similar document has or will be distributed, directly or indirectly, to
any person in the KSA other than to Sophisticated Investors within the meaning of Article 10 of the Saudi
Regulations.
The offer of Institutional Offering Shares in the KSA shall not, therefore, constitute a ‘‘public offer’’
pursuant to the Saudi Regulations. Prospective investors are informed that Article 17 of the Saudi
Regulations places restrictions on secondary market activity with respect to the Institutional Offering
Shares. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance
with the above stated jurisdictions shall not be recognised by the Company.

Lebanon
This Offering Memorandum does not constitute or form part of any offer or invitation to sell or issue, or
any solicitation of any offer to purchase or subscribe for, any Institutional Offering Shares in the Company
in the Lebanese territory, nor shall it (or any part of it), nor the fact of its distribution, form the basis of, or
be relied on in connection with, any subscription.
The Company has not been, and will not be, authorised or licenced by the Central Bank of Lebanon and its
Institutional Offering Shares cannot be marketed and sold in Lebanon. No public offering of the
Institutional Offering Shares is being made in Lebanon and no mass-media means of contact are being
employed. This Offering Memorandum is aimed at institutions and sophisticated, high net worth
individuals only, and this Offering Memorandum will not be provided to any person in Lebanon except
upon the written request of such person.
Recipients of this Offering Memorandum should pay particular attention to the section titled ‘‘Risk
Factors’’ in this Offering Memorandum. Investment in the Institutional Offering Shares is suitable only for
sophisticated investors with the financial ability and willingness to accept the risks associated with such an
investment, and said investors must be prepared to bear those risks.

Oman
This Offering Memorandum does not constitute a public offer of securities in the Sultanate of Oman, as
contemplated by the Commercial Companies Law of Oman (Royal Decree No. 4/1974) or the Capital
Market Law of Oman (Royal Decree No. 80/1998) and Ministerial Decision No.1/2009 or an offer to sell
or the solicitation of any offer to buy non-Omani securities in the Sultanate of Oman.
This Offering Memorandum is strictly private and confidential. It is being provided to a limited number of
sophisticated investors solely to enable them to decide whether or not to make an offer to the Company to
enter into commitments to invest in the Institutional Offering Shares outside of the Sultanate of Oman,
upon the terms and subject to the restrictions set out herein and may not be reproduced or used for any
other purpose or provided to any person other than the original recipient.
Additionally, this Offering Memorandum is not intended to lead to the making of any contract within the
territory or under the laws of the Sultanate of Oman.
The Capital Market Authority and the Central Bank of Oman take no responsibility for the accuracy of the
statements and information contained in this Offering Memorandum or for the performance of the
Company with respect to the Institutional Offering Shares nor shall they have any liability to any person
for damage or loss resulting from reliance on any statement or information contained herein.

144
Bahrain
The Institutional Offering Shares have not been offered or sold, and will not be offered or sold to any
person in the Kingdom of Bahrain except on a private placement basis to persons who are ‘‘accredited
investors’’.
For this purpose, an ‘‘accredited investor’’ means:
(i) an individual holding financial assets (either singly or jointly with a spouse) of USD 1,000,000 or
more;
(ii) a group, partnership, trust or other commercial undertaking which has financial assets available for
investment of not less than USD 1,000,000; or
(iii) a government, supranational organisation, central bank or other national monetary authority or a
state organisation whose main activity is to invest in financial instruments (such as a state pension
fund).

Kuwait
The Institutional Offering Shares have not been and will not be offered, sold, promoted or advertised in
Kuwait except on the basis that an offer is made in compliance with Decree Law No. 31 of 1990 and the
implementing regulations thereto, as amended, and Law No. 7 of 2010 and the bylaws thereto, as amended
governing the issue, offering and sale of securities. No private or public offering of the Institutional
Offering Shares is being made in Kuwait, and no agreement relating to the sale of the Institutional
Offering Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are
being used to offer or market the Institutional Offering Shares in Kuwait.

Qatar
The Institutional Offering Shares have not been offered or sold, and will not be offered or sold or
delivered, directly or indirectly, in the State of Qatar including the Qatar Financial Centre, other than on
the basis that an offer is made: (i) in compliance with all applicable laws and regulations of the State of
Qatar including the Qatar Financial Centre; and (ii) through persons or corporate entities authorised and
licenced to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign
securities in the State of Qatar.

Jordan
Any marketing of the Institutional Offering Shares to Jordanian investors shall be done by way of private
placement only. The Institutional Offering Shares are being offered in Jordan on a cross border basis
based on one-on-one contacts to no more than 30 potential investors and accordingly the Institutional
Offering Shares will not be registered with the Jordanian Securities Commission and a local prospectus in
Jordan will not be issued.

Switzerland
The securities may not and will not be publicly offered, distributed or re-distributed on a professional basis
in or from Switzerland and neither this Offering Memorandum nor any other solicitation for investments
in the securities may be communicated or distributed in Switzerland in any way that could constitute a
public offering within the meaning of Articles 1156 or 652a of the Swiss Code of Obligations or of Article 2
of the Federal Act on Investment Funds of March 18, 1994. This Offering Memorandum may not be
copied, reproduced, distributed or passed on to others without the Managers’ prior written consent.
This Offering Memorandum is not a ‘‘prospectus’’ within the meaning of Articles 1156 and 652a of the
Swiss Code of Obligations or a ‘‘listing prospectus’’ according to article 32 of the Listing Rules of the Swiss
exchange and may not comply with the information standards required thereunder. Emaar Misr will not
apply for a listing of the securities on any Swiss stock exchange or other Swiss regulated market and this
Offering Memorandum may not comply with the information required under the relevant listing rules. The
securities have not and will not be registered with the Swiss Federal Banking Commission and have not and
will not be authorised under the Federal Act on Investment Funds of March 18, 1994. The investor
protection afforded to acquirers of investment fund certificates by the Federal Act on Investment Funds of
March 18, 1994, does not extend to acquirers of the securities.

145
Hong Kong
The securities may not be offered or sold by means of any document other than (1) in circumstances which
do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of
Hong Kong), or (2) to ‘‘professional investors’’ within the meaning of the Securities and Futures
Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (3) in other circumstances
which do not result in this Offering Memorandum being a ‘‘prospectus’’ within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document
relating to the securities may be issued or may be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely
to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong
Kong) other than with respect to securities which are or are intended to be disposed of only to persons
outside Hong Kong or only to ‘‘professional investors’’ within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Japan
The securities have not been and will not be registered under the Financial Instruments and Exchange Law
of Japan (the Financial Instruments and Exchange Law) nor will the securities be offered or sold, directly
or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means
any person resident in Japan, including any corporation or other entity organised under the laws of Japan),
or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the
Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial
guidelines of Japan.

Singapore
This Offering Memorandum has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this Offering Memorandum and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or
distributed, nor may the securities be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an
institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
‘‘SFA’’); (2) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the
conditions, specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the securities are subscribed or purchased under Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole business of which is to hold investments and the
entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary is an accredited investor, Institutional Offering Shares, debentures and units of
Institutional Offering Shares and debentures of that corporation or the beneficiaries’ rights and interest in
that trust shall not be transferable for 6 months after that corporation or that trust has acquired the
securities under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a
relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation
of law.

South Africa
Due to restrictions under the securities laws of South Africa, the Institutional Offering Shares are not
offered, transferred, sold, made, renounced or delivered in South Africa or to a person with an address in
South Africa and the Combined Offering is not made, offered, transferred, sold, renounced or delivered in
South Africa or to a person with an address in South Africa, unless such person falls within one or more of
the exemptions to the securities laws relating to offers to the public set out in Section 96 of the Companies
Act, No. 71 of 2008 (as amended). The exemptions include:
• offers made only to the following persons, namely (i) persons whose ordinary business, or part of
whose ordinary business, is to deal in securities, whether as principals or agents; (ii) the Public
Investment Corporation as defined in the Public Investment Corporation Act, No. 23 of 2004 (as

146
amended); (iii) persons regulated by the Reserve Bank of South Africa; (iv) authorised financial
services providers as defined in the Financial Advisory and Intermediary Services Act, No. 37 of 2002
(as amended); (v) financial institutions as defined in the Financial Services Board Act, No. 97 of 1990;
(vi) wholly owned subsidiaries of the persons contemplated in (iii), (iv) and (v), acting as agent in the
capacity of authorised portfolio manager for a pension fund registered in terms of the Pension Funds
Act, No. 24 of 1956 or as a manager for a collective investment scheme registered in terms of the
Collective Investment Schemes Control Act, No. 45 of 2002; (vii) any combination of the persons
contemplated in (i) to (vi); and
• offers made to a single addressee acting as principal where the contemplated acquisition cost of the
Institutional Offering Shares is equal to or greater than R1,000,000.
The Combined Offering does not constitute an offer for the sale of or subscription for, or the solicitation
of an offer to buy and subscribe for, Institutional Offering Shares to the public as defined in the
Companies Act, No. 71 of 2008 (as amended) and will not be distributed to any person in South Africa in
any manner which could be construed as an offer to the public in terms of the Companies Act, No. 71 of
2008 (as amended) and should any person who does not fall into any of the above exemptions receive this
Offering Memorandum they should not and will not be entitled to acquire any Institutional Offering
Shares or otherwise act thereon. This Offering Memorandum does not, nor is it intended to, constitute a
prospectus prepared and registered under the Companies Act, No. 71 of 2008 (as amended).

147
LEGAL MATTERS
Certain legal matters in connection with the Institutional Offering will be passed upon for the Company
with respect to United States federal law and the laws of England and Wales by Shearman & Sterling LLP
and with respect to Egyptian law by Shalakany Law Office.
Certain legal matters in connection with the Institutional Offering will be passed upon for the Managers
with respect to United States federal law and the laws of England and Wales by White & Case LLP and
with respect to Egyptian law by Zulficar & Partners Law Firm.

INDEPENDENT AUDITORS
The Annual Financial Statements, included elsewhere in this Offering Memorandum, have been prepared
in accordance with IFRS as issued by the International Accounting Standards Board, and have been
audited by EY in accordance with the International Standards on Auditing, as stated in their report
appearing elsewhere in this Offering Memorandum.
The Interim Financial Statements, included elsewhere in this Offering Memorandum, have been prepared
in accordance with International Accounting Standard No. 34 ‘‘Interim Financial Reporting’’ and have been
reviewed by EY in accordance with the International Standard on Review Engagements 2410, ‘‘Review of
Interim Financial Information Performed by an Independent Auditor of the Entity’’ as stated in their report
included elsewhere in this Offering Memorandum.
EY’s address is at P.O. Box 20 Kattameya, Rama Tower, Ring Road, Zone #10A, Kattameya, Cairo, Egypt.

148
GENERAL INFORMATION
1. Copies in English of the following documents may be inspected at the offices of the Company, during
usual business hours on any business day (Fridays, Saturdays and public holidays excepted) for one
month following the Closing Date:
• the Statutes in effect upon the completion of the Combined Offering;
• the Annual Financial Statements, together with the report of EY contained therein;
• the Interim Financial Statements, together with the review report of EY contained therein; and
• the Underwriting Agreement.
2. The address of the independent property valuer is: DTZ Qatar LLC P.O. Box 37584 Mezzanine Floor
Tornado Tower West Bay, Doha.
3. The Company is in full compliance with Egypt’s corporate governance regime.
4. There has been no significant change in the financial position of the Company since 31 March 2015,
the end of the last financial period for which reviewed financial information has been published.
5. Emaar Misr was incorporated on 16 March 2005, as a joint stock company with limited liability in
Egypt with the Investment Commercial Register Office, with Registration No. 12841, under the
provisions of Egyptian Investment Incentives and Guarantees Law No. 8 of 1997. The duration of
Emaar Misr under the Statutes is 25 years from the date of incorporation, unless extended by an
Extraordinary General Meeting super-majority vote of 66.66% Emaar Misr’s corporate headquarters
are located at Uptown Cairo Sales Center, Mokattam 229, Cairo, Egypt and Emaar Misr may be
contacted at +20 2 25032000.
6. Management believes that there has been no material change to the aggregate market value of Emaar
Misr’s properties since 31 December 2014, which is the date as of which such properties were assigned
the market value set forth in the Valuation Report.
7. The results of the Institutional Offering will be made public through a press release issued by the
Company promptly upon the closing of the Institutional Offering.

149
INDEX TO FINANCIAL STATEMENTS

Page

Unaudited interim condensed financial statements as of and for the three months ended
31 March 2015
Independent auditor’s review report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Statement of profit or loss and other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Statement of changes in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9
Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10
Audited financial statements as of and for the years ended 31 December 2014, 2013 and 2012
Independent auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-27
Statement of profit or loss and other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . F-28
Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-29
Statement of changes in shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30
Statements of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-33
Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-34

F-1
Emaar Misr for Development Company (S.A.E.)
Unaudited interim condensed
financial statements
For the period ended 31 March 2015

F-2
Emaar Misr for Development Company (S.A.E.)
Unaudited interim condensed financial statements
For the period ended 31 March 2015

Table of contents

Page

Report on review of interim condensed financial statements . . . . . . . . . . . . . . . . . . . . . . F-4


Interim condensed statement of profit or loss and other comprehensive income . . . . . . . . F-5
Interim condensed statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Interim condensed statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7 - F-8
Interim condensed statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9
Notes to the interim condensed financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-10 - F-24

F-3
REPORT ON REVIEW OF INTERIM CONDENSED FINANCIAL STATEMENTS
The Board of Directors of Emaar Misr for Development S.A.E.
Introduction
We have reviewed the accompanying interim condensed statement of financial position of Emaar Misr for
Development S.A.E. as of 31 March 2015 and the related interim statements of profit or loss and other
comprehensive income, changes in equity and cash flows for the three-month period then ended, and
explanatory notes. Management is responsible for the preparation and presentation of these interim
condensed financial statements in accordance with IAS 34 Interim Financial Reporting (IAS 34). Our
responsibility is to express a conclusion on these interim condensed financial statements based on our
review.

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

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying
interim condensed financial statements are not prepared, in all material respects, in accordance with
IAS 34.
We have not audited or reviewed the financial information for the three month period ended 31 March
2014 and accordingly do not express an opinion thereon.

/s/ AMR EL SHAABINI


Amr El Shaabini
Partner
26 April 2015

F-4
Emaar Misr for Development Company (S.A.E)
INTERIM, CONDENSED STATEMENT OF PROFIT OF LOSS AND
OTHER COMPREHENSIVE INCOME
For the period ended 31 March 2015 (unaudited)

Period from Period from


1 January 2015 to 1 January 2014 to
Notes 31 March 2015 31 March 2014
EGP EGP
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 751,457,041 357,675,325
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (526,349,414) (233,479,833)
GROSS PROFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,107,627 124,195,492
Selling, general and administrative expenses . . . . . . . . . . . . . 6 (86,138,235) (52,947,905)
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,428,943 2,504,757
Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (1,729,235) (21,434,044)
Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,478,785) (6,011,461)
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 12,800,101 5,789,564
Provisions no longer required . . . . . . . . . . . . . . . . . . . . . . . . 20 1,760.489 —
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 (157,156) —
PROFIT BEFORE TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,593,749 52,096,403
Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,166,996) (18,481,238)
PROFIT FOR THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . 161,426,753 33,615,165
OTHER COMPREHENSIVE INCOME
Other comprehensive income to be reclassified to profit or
loss in subsequent periods . . . . . . . . . . . . . . . . . . . . . . . . . — —
Other comprehensive income not to be reclassified to profit
or loss in subsequent periods . . . . . . . . . . . . . . . . . . . . . . . — —
TOTAL COMPREHENSIVE INCOME/ LOSS . . . . . . . . . . . . — —
Earnings per share—basic and diluted . . . . . . . . . . . . . . . . . . 22 1.15 0.38

The accompanying notes 1 to 27 form an integral part of these financial statements.

F-5
Emaar Misr for Development Company (S.A.E)
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
As at 31 March 2015

Notes 31 March 2015 31 December 2014


EGP EGP
Unaudited Audited
ASSETS
Non-current assets
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . 13 583,890,351 586,105,318
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 83,927,071 84,866,442
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,157,339 96,324,334
762,974,761 767,296,094
Current assets
Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 9,713,579,303 9,815,195,982
Accounts and notes receivables . . . . . . . . . . . . . . . . . . . . . . . 10 1,024,454,440 862,177,324
Due from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . 25a 13,126 13,126
Other receivables, deposits and prepayments . . . . . . . . . . . . . 11 876,664,682 777,679,983
Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1,113,328,630 871,900,404
12,728,040,181 12,326,966,819
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,491,014,942 13,094,262,913
EQUITY AND LIABILITIES
Equity
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 4,019,338,000 878,338,000
Amounts paid under capital increase . . . . . . . . . . . . . . . . . . . 21 — 3,141,000,000
Legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 21,145,120 247,803
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,485,144 19,955,708
4,200,968,264 4,039,541,511
LIABILITIES
Non-current liabilities
Interest-bearing loans and borrowings . . . . . . . . . . . . . . . . . . 18 — 475,020
Land purchase liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 525,812,458 635,340,594
Provision for employees’ end-of-service benefits . . . . . . . . . . . 19 12,837,160 8,852,688
538,649,618 644,668,302
Current liabilities
Interest-bearing loans and borrowings . . . . . . . . . . . . . . . . . . 18 611,530,032 815,666,363
Borrowings from related parties . . . . . . . . . . . . . . . . . . . . . . 25b 4,705,686 4,445,292
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 1,551,752,718 1,423,931,166
Due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25a 6,753,724 4,812,802
Land purchase liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 301,363,930 166,998,103
Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 6,016,004,068 5,733,822,529
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 51,126,390 53,004,971
Retentions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 208,160,512 207,371,874
8,751,397,060 8,410,053,100
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,290,046,678 9,054,721,402
TOTAL LIABILITIES AND EQUITY . . . . . . . . . . . . . . . . . . 13,491,014,942 13,094,262,913

Board Director Chairman

The accompanying notes 1 to 27 form an integral part of these financial statements.

F-6
Emaar Misr for Development Company (S.A.E)
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
For the period ended 31 March 2015 (Unaudited)

Amounts paid
Share under capital Legal Retained
Notes capital increase reserve earnings Total
EGP EGP EGP EGP EGP
Balance at 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 3,141,000,000 247,803 19,955,708 4,039,541,511
F-7

Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 161,426,753 161,426,753


Other comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —
Total comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 161,426,753 161,426,753
Transfer to legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 20,897,317 (20,897,317) —
Transfer to share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 3,141,000,000 (3,141,000,000) — — —
Balance at 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,019,338,000 — 21,145,120 160,485,144 4,200,968,264

The accompanying notes 1 to 27 form an integral part of these financial statements.


Emaar Misr for Development Company (S.A.E)
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY (Continued)
For the period ended 31 March 2015 (Unaudited)

Amounts paid
Share under capital Legal Retained
capital increase reserve earnings Total
EGP EGP EGP EGP EGP
F-8

Balance at 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 119,544,000 196,491 (404,040,902) 594,037,589


Profit for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 33,615,165 33,615,165
Other comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —
Total comprehensive income for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 33,615,165 33,615,165
Transfer to legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 51,312 (51,312) —
Balance at 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 878,338,000 119,544,000 247,803 (370,477,049) 627,652,754

The accompanying notes 1 to 27 form an integral part of these financial statements.


Emaar Misr for Development Company (S.A.E)
INTERIM CONDENSED STATEMENT OF CASH FLOWS
For the period ended 31 March 2015 (Unaudited)

Period from Period from


1 January 2015 to 1 January 2014 to
Notes 31 March 2015 31 March 2014
EGP EGP
Cash flows from operating activities
Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 162,593,749 52,096,403
Adjustments for:
Depreciation expenses of property, plant and equipment . . . . 13 14,397,009 14,569,110
Depreciation expenses of investment properties . . . . . . . . . . . 14 939,371 142,895
Provision for employees’ end-of-service benefits . . . . . . . . . . . 19 4,188,879 2,220,650
Provision no longer required . . . . . . . . . . . . . . . . . . . . . . . . . 20 (1,760,489) —
Gain on disposal of property, plant and equipment . . . . . . . . 8 — (138,648)
Provisions charged during the year . . . . . . . . . . . . . . . . . . . . 20 157,156 —
Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1,729,235 21,434,044
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,428,943) (2,504,757)
Cash from operations before working capital changes: . . . . . . 164,815,967 87,819,697
Accounts and notes receivables . . . . . . . . . . . . . . . . . . . . . . . (162,277,116) (35,762,493)
Other receivables, deposits and prepayments . . . . . . . . . . . . . (65,878,474) 4,852,093
Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,648,244 (195,715,501)
Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . 282,181,539 233,403,819
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,819,507 100,012,701
Due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,094,324 1,472,785
Retentions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788,638 9,952,400
Provisions used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 (275,248) (123,264)
Employees’ end-of-service benefits paid . . . . . . . . . . . . . . . . . 19 (204,407) (69,098)
Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . 468,712,974 205,843,139
Cash flows from investing activities
Finance income received . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,248,808 1,999,150
Purchase of property, plant and equipment . . . . . . . . . . . . . . 13 (12,375,917) (30,240,815)
Proceeds from sale of property, plant and equipment . . . . . . . — 401,050
Net cash (used in) investing activities . . . . . . . . . . . . . . . . . . (1,127,109) (27,840,615)
Cash flows from financing activities
Proceeds from interest-bearing loans and borrowings . . . . . . . 18 10,547,928 3,534,598
Repayment of interest-bearing loans and borrowings . . . . . . . 18 (215,159,279) (1,194,283,431)
Finance costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,301,290 (14,073,131)
Proceeds from related parties . . . . . . . . . . . . . . . . . . . . . . . . 575,107 1,117,303,733
Payments of land purchase liabilities . . . . . . . . . . . . . . . . . . . — (35,977,484)
Net cash (used in) financing activities . . . . . . . . . . . . . . . . . . (202,734,954) (123,495,715)
Increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . 264,850,911 54,506,809
Net foreign exchange difference . . . . . . . . . . . . . . . . . . . . . . 3,503,404 131,434
Cash and cash equivalents at the beginning of the period . . . . 844,974,315 177,707,978
Cash and cash equivalents at the end of the period . . . . . . . . 9 1,113,328,630 232,346,221

The accompanying notes 1 to 27 form an integral part of these financial statements.

F-9
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited)

1 BACKGROUND
Emaar Misr for Development Company (S.A.E.) (the ‘‘Company’’) is a joint stock company established in
Egypt under the Investment Guarantees and Incentives Law No. 8 of 1997. The Company was registered in
the commercial register on 16 March 2005 under No. 12841.
The listing of Emaar Misr for Development Company (S.A.E.) on the Egyptian stock exchange was
approved on 4 March 2015.
The purpose of the Company is:
• Planning and construction of urban districts and providing them with utilities and services,
• Constructing, operating, managing and maintenance of water desalination and refining plants
together with their distribution networks,
• Constructing, operating, managing and maintenance of sewage systems,
• Projects development, investment and real estate development,
• Owning, constructing, managing and touristic marketing for hotels, motels, lodges and tourism villages
and its related supplementary activities in servicing, entertainment, sporting, commercial, and cultural,
• Establishing and operating yachts marina, golf courses and diving centres and its related
supplementary activities,
• Finance leasing,
• Designing, constructing, managing, operating and maintenance of power plants with their different
sources and distribution networks.
The Company is currently engaged in planning and construction of urban districts and providing them with
utilities, services and projects development, investment and real estate development.
The Company’s parent is Emaar Properties PJSC.

2.1 BASIS OF PREPARATION


The interim condensed financial statements for the three months ended 31 March 2015 have been
prepared in accordance with IAS 34 Interim Financial Reporting.
The interim condensed financial statements do not include all the information and disclosures required in
the annual financial statements, and should be read in conjunction with the company’s annual financial
statements as at 31 December 2014.
The financial statements have been prepared in Egyptian pounds (EGP), which is the Company’s
functional and presentation currency.
The financial statements have been prepared under the going concern assumption on a historical cost
basis.
Results for the three month period ended 31 March 2015 are not necessarily indicative of the results that
may be expected for the financial year ending 31 December 2015.

2.2 NEW STANDARDS, INTERPRETATION AND AMENDMENTS


The accounting policies adopted in the preparation of the interim condensed financial statements are
consistent with those followed in the preparation of the company’s annual financial statements for the year
ended 31 December 2014.
The company has not early adopted any other standard, interpretation or amendment that has been issued
but is not yet effective.

F-10
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

2.3 SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES


The preparation of interim financial statements requires management to make judgments and estimates
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying
disclosures and the disclosure of contingent liabilities at the reporting date. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of the assets or liabilities affected in future periods.
Estimates and their underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised.
The presentation of the interim financial statements for the period ended 31 March 2015 includes the
significant judgments made by management in applying the company’s accounting policies and the key
sources of estimation uncertainty which were the same as those that applied to the 2014 financial
statements.

3 SEGMENT INFORMATION
Currently the Company’s main business segment is developing projects and selling the developed units.
Revenues, profits and investments in other business segments are currently immaterial. Accordingly retail,
commercial and hospitality business segments do not meet the criteria of reportable segments under
IFRS 8, and as such, are not separately disclosed in the interim financial statements. All revenues of the
Company were reported under one segment in the financial statements.

4 REVENUE
Revenue for the three months ended 31 March 2015 and 2014 is as follows:

Period from Period from


1 January 2015 1 January 2014
to 31 March 2015 to 31 March 2014
EGP EGP
Revenue from sale of property
Marassi Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290,633,612 215,582,724
Uptown Cairo Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,226,537 63,345,749
Mivida Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 362,596,892 78,746,852
751,457,041 357,675,325

5 COST OF REVENUE
Cost of revenue for the three months ended 31 March 2015 and 2014 is as follows:
Period from Period from
1 January 2015 1 January 2014
to 31 March 2015 to 31 March 2014
EGP EGP
Cost of revenue from sale of property
Marassi Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171,255,242 122,374,122
Uptown Cairo Project* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,408,041 53,746,607
Mivida Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257,686,131 57,359,104
526,349,414 233,479,833

* The cost of revenues of Uptown Cairo Project includes the reversal of an impairment loss amounting to EGP 5,883,688. The
reversal was recognized since some of the impaired units were sold during the first quarter of 2015.

F-11
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

6 SELLING, GENERAL AND ADMINSTARTIVE EXPENSES


Selling, general and adminstartive expenses for the three months ended 31 March 2015 and 2014 are as
follows:

Period from Period from


1 January 2015 1 January 2014
to 31 March 2015 to 31 March 2014
EGP EGP
Advertisement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,677,940 5,501,685
Depreciation expenses of PP&E (Note 13) . . . . . . . . . . . . . . . . . . . . 13,490,714 13,864,585
Depreciation expenses of investment property (Note 14) . . . . . . . . . . 939,371 142,896
Marketing production and material . . . . . . . . . . . . . . . . . . . . . . . . . 374,799 944,565
Events and exhibition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,135,606 418,576
Sales commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,105,342 6,413,359
Other marketing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,576,170 2,194,332
Salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,247,943 12,977,017
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,947,539 1,470,686
IT expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,912,604 1,484,140
Travel and entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,213,523 547,551
Cleaning and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,586,511 793,302
Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 657,356 777,049
Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,326,509 4,178,770
Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,723 294,080
Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,643,585 945,312
86,138,235 52,947,905

7 FINANCE COST
Finance cost for the three months ended 31 March 2015 and 2014 is as follows:
Period from Period from
1 January 2015 1 January 2014
to 31 March 2015 to 31 March 2014
EGP EGP
Interest on bank credit facilities and loans . . . . . . . . . . . . . . . . . . . . 2,746,446 6,386,227
Loan arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,050,000
Bank charges—Letters of Guarantees related to borrowings . . . . . . . . 533,114 1,858,576
Other bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,654 223,319
Net foreign exchange (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,581,979) 11,915,922
1,729,235 21,434,044

F-12
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

8 OTHER INCOME
Other income for the three months ended 31 March 2015 and 2014 is as follows:

Period from Period from


1 January 2015 1 January 2014
to 31 March 2015 to 31 March 2014
EGP EGP
Customers service charges . . . . . . . . ............ . . . . . . . . . . . . 3,466,612 1,240,154
Penalties and units upgrade . . . . . . . ............ . . . . . . . . . . . . 6,919,359 1,717,687
Other income . . . . . . . . . . . . . . . . . ............ . . . . . . . . . . . . 1,075,463 2,693,075
Operating lease income . . . . . . . . . . ............ . . . . . . . . . . . . 1,338,667 —
Gain from disposal of property, plant and equipment . . . . . . . . . . . . — 138,648
12,800,101 5,789,564

9 BANK BALANCES AND CASH

31 March 2015 31 December 2014


EGP EGP
Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,400 2,352,369
Cash at banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,294,230 356,548,035
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 815,000,000 513,000,000
1,113,328,630 871,900,404

Bank balances and cash are denominated in the following currencies:

31 March 2015 31 December 2014


EGP EGP
United Arab Emirates Dirham (AED) . . . . . . . . . . . . . . . . . . . . . . . 815,981 809,158
United States Dollar (USD) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,469,280 56,993,537
Euro (EUR) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,082,445 842,654
Egyptian Pound (EGP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,045,960,924 813,255,055
1,113,328,630 871,900,404

Cash at banks earn interest based on prevailing bank deposit rates. Short-term fixed deposits are made for
varying periods between one day and three months, depending on the immediate cash requirements of the
company, and earn interest at the respective short-term deposit rates. Current accounts with an average
interest rate of 7% (2014: 7%). Time deposits with an average effective interest rate of 8.7% (2014: 8.5%).
Cash at banks as at 31 December 2014 include an amount of EGP 26,926,089 received from customers
during December 2014 towards maintenance deposits and is transferred to customer maintenance—
current account in 2015 which is used for financing facility management expenses (other receivables
Note 11).
For the purpose of statement of cash flow cash and cash equivalents represents the following:

31 March 2015 31 March 2014


EGP EGP
Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,113,328,630 232,346,221
Cash and cash equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,113,328,630 232,346,221

F-13
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

10 ACCOUNTS AND NOTES RECEIVABLES

31 March 2015 31 December 2014


EGP EGP
Amounts receivable within 12 months . . . . . . . . . . . . . . . . . . . . . . . . 431,439,279 337,591,199
Amounts receivable after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 879,236,568 790,165,453
1,310,675,847 1,127,756,652
Unamortised discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (288,854,078) (268,672,597)
Amounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,021,821,769 859,084,055
Accounts receivables, hotels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,632,671 3,093,269
1,024,454,440 862,177,324

The ageing analysis of net accounts and notes receivables is as follows:

Past due but not impaired


Neither past
due nor Less than Between Between More than
Total impaired 30 days 30 to 60 days 60 to 90 days 90 days
EGP EGP EGP EGP EGP EGP
31 March 2015 . . . . . . . . 1,024,454,440 922,653,398 26,314,208 32,387,779 4,672,084 38,426,971
31 December 2014 . . . . . . 862,177,324 820,263,145 3,546,933 1,395,335 — 36,971,911

As at 31 March 2015, accounts and notes receivables were not impaired (impairment of 2014: nil).

11 OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

31 March 2015 31 December 2014


EGP EGP
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,884,363 5,714,124
Advances to contractors and suppliers . . . . . . . . . . . . . . . . . . . . . . . . . 418,484,573 404,478,822
Advances to employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,567,782 1,368,830
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,418,129 5,237,994
Customers maintenance—Current accounts* . . . . . . . . . . . . . . . . . . . . 23,008,055 13,950,205
Customers maintenance—Time deposits* . . . . . . . . . . . . . . . . . . . . . . 340,517,948 280,143,593
Other receivables and deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,783,832 66,786,415
876,664,682 777,679,983

* These amounts represents amounts collected from customers, which are invested in interest bearing current accounts and time
deposits, the interest income generated is used for the purpose of financing the facility management expenses for delivered
units, the company can not use these amounts except for this purpose.

31 March 2015 31 December 2014


EGP EGP
Amounts recoverable within 12 months . . . . . . . . . . . . . . . . . . . . . . . . 577,950,558 501,062,761
Amounts recoverable after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 298,714,124 276,617,222
876,664,682 777,679,983

F-14
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

12 DEVELOPMENT PROPERTIES
The movement of development properties during the three months ended 31 March 2015 and 2014 as
follows:

31 March 2015 31 March 2014


EGP EGP
Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . ..... 9,871,773,436 9,852,504,971
Add: cost incurred during the year including borrowing costs
capitalised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..... 352,075,804 433,675,075
Less: transfers to cost of revenue during the period . . . . . . . . . ..... (459,576,173) (200,323,816)
Less: transfers to property, plant and equipment, net (Note 13)* ..... — (8,426,309)
Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,764,273,067 10,077,429,921
Less: Impairment of development properties . . . . . . . . . . . . . . . . . . . (50,693,764) —
Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,713,579,303 10,077,429,921

* Transfers made to property, plant and equipment due to a change in management intention to use these assets instead of selling
them in the ordinary course of business.

Development properties as at 31 March 2015 and 31 December 2014 are analysed as follows:

31 March 2015 31 December 2014


EGP EGP
Mivida project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,981,538,466 3,067,906,214
Marassi project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,674,097,184 3,687,156,209
Uptown Cairo project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,880,649,590 2,888,723,186
Cairo Gate project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,162,089 225,162,089
Smart Village project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,825,738 2,825,738
9,764,273,067 9,871,773,436
Less: Impairment of development properties . . . . . . . . . . . . . . . . . . . (50,693,764) (56,577,454)
9,713,579,303 9,815,195,982

F-15
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

13 PROPERTY, PLANT AND EQUIPMENT

Plant, Model homes,


Computers machinery Furniture sales centre, Capital
Land and and office and heavy Motor and mockup and work-in-
buildings equipment equipment vehicles fixtures other assets progress Total
EGP EGP EGP EGP EGP EGP EGP EGP
Cost
As of 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . 493,755,017 52,049,707 112,731,313 30,726,901 39,419,320 81,706,418 45,732,626 856,121,302
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,351 2,170,760 169,178 538,000 481,345 241,351 8,769,932 12,375,917
Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . — 838,679 — — (838,679) — — —
As of 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . 493,760,368 55,059,146 112,900,491 31,264,901 39,061,986 81,947,769 54,502,558 868,497,219
F-16

Accumulated depreciation
As of 1 January 2015 . . . . . . . . . . . . . . . . . . . . . . . 103,769,975 37,379,825 17,386,162 18,467,547 31,624,902 61,387,573 — 270,015,984
Depreciation for the period . . . . . . . . . . . . . . . . . . 5,890,884 2,435,661 2,308,917 1,172,391 1,000,703 1,782,328 — 14,590,884
Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,625 — — (35,625) — —
As of 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . 109,660,859 39,851,111 19,695,079 19,639,938 32,589,980 63,169,901 — 284,606,868
Net carrying amount:
At 31 March 2015 . . . . . . . . . . . . . . . . . . . . . . . . . 384,099,509 15,208,035 93,205,412 11,624,963 6,472,006 18,777,868 54,502,558 583,890,351

Depreciation expense is allocated as follows:


31 March
2015
EGP
Selling, general and administrative expenses (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,490,714
Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 906,295
Depreciation expense charged to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,397,009
Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,875
Total depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,590,884
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

13 PROPERTY, PLANT AND EQUIPMENT (Continued)


Plant, Model homes,
Computers machinery Furniture sales centre, Capital
Land and and office and heavy Motor and mockup and work-in-
buildings equipment equipment vehicles fixtures other assets progress Total
EGP EGP EGP EGP EGP EGP EGP EGP
Cost
As of 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . 485,322,900 41,662,282 73,535,480 25,961,221 36,293,258 79,370,977 39,627,550 781,773,668
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252,548 992,280 259,864 511,500 264,849 4,044 27,955,730 30,240,815
Transfers from development properties . . . . . . . . . . . 764,618 — 7,661,691 — — — — 8,426,309
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (544,400) — — — (544,400)
As of 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . 486,340,066 42,654,562 81,457,035 25,928,321 36,558,107 79,375,021 67,583,280 819,896,392
F-17

Accumulated depreciation
As of 1 January 2014 . . . . . . . . . . . . . . . . . . . . . . . . 80,295,557 28,514,064 8,884,912 12,773,524 26,289,705 54,897,680 — 211,655,442
Depreciation for the period . . . . . . . . . . . . . . . . . . . 5,825,933 2,144,690 1,885,491 1,792,208 1,335,599 1,779,064 — 14,762,985
Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (281,998) — — — (281,998)
As of 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . 86,121,490 30,658,754 10,770,403 14,283,734 27,625,304 56,676,744 — 226,136,429
Net carrying amount:
At 31 March 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . 400,218,576 11,995,808 70,686,632 11,644,587 8,932,803 22,698,277 67,583,280 593,759,963
Net carrying amount:
At 31 December 2014 . . . . . . . . . . . . . . . . . . . . . . . . 389,985,042 14,669,882 95,345,151 12,259,354 7,794,418 20,318,845 45,732,626 586,105,318

Depreciation expense is allocated as follows:


31 March
2014
EGP
Selling, general and administrative expenses (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,864,585
Facility management expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704,525
Depreciation expense charged to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,569,110
Development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,875
Total depreciation expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,762,985
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

14 INVESTMENT PROPERTIES
No movements in the investment properties during the three months ended 31 March 2015, except the
depreciation charge for the three months amounted to EGP 939,371 (the three months ended 31 March
2014: EGP 142,896).
No material changes in Investment properties fair value valuation in the three months ended 31 March
2015.

15 TRADE AND OTHER PAYABLES

31 March 2015 31 December 2014


EGP EGP
Projects contracts cost accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 883,905,720 808,308,124
Trade payables (suppliers, contractors and consultants) . . . . . . . . . . . . 176,288,877 171,387,071
Taxes payables (other than income tax) . . . . . . . . . . . . . . . . . . . . . . . 10,978,029 5,865,759
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,444,352 9,547,194
Deferred revenue* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,065,489 19,725,502
Other payables, accruals and deposits . . . . . . . . . . . . . . . . . . . . . . . . 91,205,521 88,077,629
Customers maintenance payable** . . . . . . . . . . . . . . . . . . . . . . . . . . 360,864,730 321,019,887
1,551,752,718 1,423,931,166

* Deferred revenue represents amounts deducted from customers who cancelled their contracts. Customers can use these
amounts to buy new units from the company during one year. If these amounts are not used by customers, the company has the
right to keep these amounts and thus transfer to revenue.

** Customers maintenance payable represents the collected instalments in respect of delivered units that are used to finance
facility management expenses. These amounts are invested in deposits and interest-bearing current accounts for this purpose
(Note 11).

16 ADVANCES FROM CUSTOMERS


The movement of advances from customers during the three months ended 31 March 2015 and 2014 is as
follows:

31 March 2015 31 March 2014


EGP EGP
Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . 5,733,822,529 4,812,634,891
Add: amounts collected during the period . . . . . . . . . . . . . . . . . . . . . . 1,053,820,061 608,137,024
Less: delivered units during the period . . . . . . . . . . . . . . . . . . . . . . . . (771,638,522) (374,733,205)
Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,016,004,068 5,046,038,710

17 RETENTIONS PAYABLE

31 March 2015 31 December 2014


EGP EGP
Retentions payable within 12 months . . . . . . . . . . . . . . . . . . . . . . . . . 144,711,282 149,911,052
Retentions payable after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . 63,449,230 57,460,822
208,160,512 207,371,874

F-18
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

18 INTEREST-BEARING LOANS AND BORROWINGS

31 March 2015 31 December 2014


EGP EGP
Maturing within 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611,530,032 815,666,363
Maturing after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 475,020
Balance at the end of the period/year . . . . . . . . . . . . . . . . . . . . . . . . . 611,530,032 816,141,383

Latest maturity
Type Interest rate % (renewal) 31 March 2015 31 December 2014
EGP EGP
Current portion interest-bearing loans and borrowings
Credit facility 1 2.25% + CBE corridor Offered Rate May 2015 271,286,528 271,286,528
Credit facility 2 CBE corridor Average Rate + 2.5% Oct 2015 62,975,063 223,593,303
Credit facility 3 CBE mid corridor Rate + 2.25% Settled — 950,040
Credit facility 4 CBE corridor offered Rate + 2.25% Dec 2017 223,199,085 265,767,136
Credit facility 5 CBE corridor offered Rate + 2.25% May 2015 54,069,356 54,069,356
Total current interest-bearing loans and borrowings 611,530,032 815,666,363
Non-current interest-bearing loans and borrowings
Credit facility 3 CBE mid corridor Rate + 2.25% Settled — 475,020
Total non-current interest-bearing loans and borrowings — 475,020
Total interest-bearing loans and borrowings 611,530,032 816,141,383

* As per the company’s legal certificate, no declared mortgage registered, but there are proxy mortgage as follows:

- Obligation to register mortgage on some units built on Sidi Abdelrahman land as guarantee to Credit facility 4.

The movement of interest-bearing loans and borrowings during the three months ended 31 March 2015
and 2014 is as follows:

31 March 2015 31 March 2014


EGP EGP
Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . 816,141,383 2,247,493,460
Borrowings drawn down during the period . . . . . . . . . . . . . . . . . . . . . . 10,547,928 3,534,598
Borrowings repaid during the period . . . . . . . . . . . . . . . . . . . . . . . . . . (215,159,279) (1,194,283,431)
Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611,530,032 1,056,744,627

19 PROVISION FOR EMPLOYEES’ END-OF-SERVICE BENEFITS


End-of-service benefits
The movement in the provision for employees’ end-of-service benefits during the three months ended
31 March 2015 and 2014 was as follows:
31 March 2015 31 March 2014
EGP EGP
Balance at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . 8,852,688 6,768,775
Provided during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,188,879 2,220,650
Paid during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (204,407) (69,098)
Balance at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,837,160 8,920,327

F-19
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

20 PROVISIONS

No longer
Charged required Used
Balance as of during during the during Balance as of
1 January 2015 the period period the period 31 March 2015
EGP EGP EGP EGP EGP
Provision for legal claims . . . . . . . . . . 3,289,108 157,156 (1,760,489) — 1,685,775
Provision for tax and other claims* . . . 49,715,863 — — (275,248) 49,440,615
53,004,971 157,156 (1,760,489) (275,248) 51,126,390

No longer
Charged required Used
Balance as of during during during Balance as of
1 January 2014 the period the period the period 31 March 2014
EGP EGP EGP EGP EGP
Provision for tax and other claims* 49,466,486 — — (123,264) 49,343,222
49,466,486 — — (123,264) 49,343,222

* Provision for other claims is advised by the tax consultant for withholding taxes related to tax withheld at source on services provided
from foreign companies.

No other material contingent liabilities other than what was provided for in the provisions above or what
was disclosed in note 26 in respect of tax position.

21 SHARE CAPITAL

31 March 2015 31 December 2014


EGP EGP
Authorised capital (shares of EGP 10 each) . . . . . . . . . . . . . . . . . . . . 4,500,000,000 1,000,000,000
Issued and fully paid-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,019,338,000 878,338,000
Number of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401,933,800 87,833,800

On 16 December 2014, an extraordinary general assembly meeting was held and approved the company
capital increase by EGP 3,141,000,000 to be EGP 4,019,338,000, the total amount will be paid at
subscription as follows:
• Deducting an amount of EGP 3,086,234,900 from shareholders current account (Emaar Properties
PJSC) presented on financial position as of 30 June 2014.
• Payment an amount of EGP 54,765,100 through cash deposit at bank.
On 15 March 2015, the company has registered the increase and updated the commercial register.

22 LEGAL RESERVE
As required by Egyptian Companies’ law and the Company’s articles of association, 5% of the net profit
for the prior year is to be transferred to legal reserve. The Company may resolve to discontinue such
annual transfers when the reserve totals 50% of the issued share capital. The legal reserve is calculated
based on Egyptian Accounting Standards financial statements net profit amounting to EGP 417,946,327
for the year ended 31 December 2014.

F-20
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

23 EARNINGS PER SHARE


Basic earnings per share amounts are calculated by dividing net profit or loss for the period attributable to
the ordinary equity holders by the weighted average number of ordinary shares outstanding during the
Period. The company has no dilutive shares.
The information necessary to calculate basic and diluted earnings per share for the three months ended
31 March 2015 and 2014 is as follows:

31 March 2015 31 March 2014


EGP EGP
Net profit/loss attributable to the ordinary equity holders . . . . . . . . . . . . 161,426,753 33,615,165
Weighted average number of ordinary shares . . . . . . . . . . . . . . . . . . . . . 140,183,800 87,833,800
EPS—basic and diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15 0.38

24 COMMITMENTS
At 31 March 2015, the company had commitments in respect of its projects not provided for in the
financial statements amounted to EGP 4,166,607,380 (December 2014: EGP 4,123,265,496).

Operating lease commitments—as lessor


The company has entered into leases on its investment properties. The future minimum rentals receivable
under non-cancellable operating leases contracted for as at the reporting date but not recognised as
receivables, are as follows:
31 March 2015 31 December 2014
EGP EGP
Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,769,439 7,773,587
After one year but not more than five years . . . . . . . . . . . . . . . . . . . . 30,450,248 31,588,788
More than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,927,119 9,727,828
47,146,806 49,090,203

25 RELATED PARTY DISCLOSURES


For the purpose of these financial statements, parties are considered to be related to the Company, if the
Company has the ability, directly or indirectly, to control the party or exercise significant influence over the
party in making financial and operating decisions, or vice versa, or where the Company and the party are
subject to common control. Related parties may be individuals or other entities.

Related party transactions


The following table provides the total amount of transactions that have been entered into with related
parties during the three months ended 31 March 2015 and 2014:

31 March 2015
IT Consultancy Finance Sold
Company Nature Expenses expenses fees costs Financing* Revenue units**
EGP EGP EGP EGP EGP EGP EGP
Turner Construction
International Egypt . . . . . . . Joint venture
of the parent — — 18,899,327 — — — —
Emaar Properties—PJSC . . . . Parent (224,551) 1,318,873 — — 846,598 — —
Board members and key
management personnel . . . . — — — — — — —

F-21
Emaar Misr for Development Company (S.A.E)
NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
For the period ended 31 March 2015 (Unaudited) (Continued)

25 RELATED PARTY DISCLOSURES (Continued)

31 March 2014
IT Consultancy Finance Sold
Company Nature Expenses expenses fees costs Financing* Revenue units**
EGP EGP EGP EGP EGP EGP EGP
Turner Construction
International Egypt . Joint venture
of the parent — — 18,793,998 — — — —
Emaar Properties—
PJSC . . . . . . . . . . . Parent 14,774 1,327,385 — 130,626 1,132,743,115 — —
Board members and
key management
personnel . . . . . . . . — — — — — 2,441,893 6,806,888

* Financing transactions represents funds transferred from Emaar Properties PJSC to Emaar Misr for Development Company
and the related foreign exchange differences.

** Sold units transactions represent sales contracts signed with related parties during the Period.

The following table provides the balances with related parties as at 31 March 2015 and 31 December 2014:

a) Related party balances


Significant related party balances are as follows:

31 March 2015
Trade Advance Trade and