INVESTOR PRESENTATION
Transcription
INVESTOR PRESENTATION
INVESTOR PRESENTATION DECEMBER 2015 CONTENTS TABLE OF CONTENTS Majid Al Futtaim Group Overview & Performance Update Appendix Board of Directors 2 2 MAJID AL FUTTAIM GROUP OVERVIEW Group Corporate Structure Solid Track Record The Group is the leading shopping mall, retail and leisure developer and operator in the MENA region. Diversified across three retail-focused business divisions, offering complementary consumer offerings and operational synergies. Have grown to one of the largest corporate entities in the UAE. Have managed to maintain a robust financial profile and delivered steady growth amidst the financial crisis. Majid Al Futtaim Holding LLC Consolidated Financials (USDmn) Mr. Majid Al Futtaim (Founder) Mr. Tariq Al Futtaim 99.6% Item 2010 2011 2012 2013 2014 H1-2015 4Y CAGR Assets 9,246 9,658 10,325 10,743 12,151 12,897 7.1% Revenues 4,569 5,011 5,604 6,180 6,868 3,728 10.7% 621 745 809 892 977 496 12.0% 0.4% MAJID AL FUTTAIM CAPITAL LLC 99.9%* EBITDA MAJID AL FUTTAIM HOLDING LLC (Rated BBB/BBB) MAJID AL FUTTAIM PROPERTIES LLC MAJID AL FUTTAIM RETAIL LLC Best in Class Governance Principles MAJID AL FUTTAIM VENTURES LLC Voluntarily adopted the principles of the Combined Code on Corporate Governance for listed companies in the UK Strong operating company Board structures reporting to a group Board Regional Footprint – 13 countries since 1992 Georgia Armenia Highest Rated Privately Owned Corporate in the GCC Lebanon Iraq Pakistan Kuwait Bahrain Egypt Qatar Saudi Arabia Rating Agency Rating Outlook Standard & Poor’s BBB Stable Fitch BBB Stable UAE Ratings affirmed June 2015 * BALANCE 0.1% HELD BY MAJID AL FUTTAIM TRUST LLC 3 2015 FIGURES BASED ON HALF YEAR 2015 REVIEWED ACCOUNTS 3 MAJID AL FUTTAIM GROUP VISION & MISSION WE ARE A VISION-DRIVEN ORGANISATION THAT AIMS AT CREATING GREAT MOMENTS FOR EVERYONE, EVERY DAY. Over the last 20 years, we have revolutionised the face of shopping, entertainment and leisure, creating some of Dubai’s most globally recognised iconic landmarks helping to turn the city into the modern metropolis that it is today. Our mission for the next 5 years is to create more great moments, for more customers across an expanded footprint. 2015 is a transformational year for us. Our goal is to sustainably double our size, within the capacity of our BBB rating and always under prudent financial management. 4 BUSINESS OVERVIEW: MAJID AL FUTTAIM PROPERTIES GROUP’S CORE BUSINESS Overview of Majid Al Futtaim Properties Majid Al Futtaim Properties’ Key Strengths Majid Al Futtaim Properties is the Group’s largest contributor in terms of EBITDA and combines a balanced mix of operating assets (primarily shopping centers) and developments. Alliances and Partnerships with Key Retailers The subsidiary’s core business is Shopping Malls: Currently operates 19 shopping malls (includes 4 JVs) in the UAE, Egypt, Oman, Bahrain and Lebanon – currently developing four new malls and recently completed an expansion of Mall of the Emirates. Established Track Record, Reputation & Brand Unique Leisure Offers (Through Majid Al Futtaim Ventures) MAJID AL FUTTAIM PROPERTIES Leasable area of approx. 1.1 million square meters as at 30 June 2015 – aggregate visitors of 167 million in 2014, reflecting 6% growth over 2013 and 85 million in H1 2015, 2% growth over H1 2014. In-House Expertise (Fully Integrated Operations) Iconic Assets Prime Locations Secured for Business 180 97% Occupancy Rate Competitive Rent to Sales Ratio 150 120 Majid Al Futtaim Properties also owns 12 hotels adjacent to shopping malls in the UAE (10) and Bahrain (2), with one under development in Dubai, which aim to capitalize on tourist shopping and enhance the value of the malls, while capturing higher traffic. 99% 65% 99% 72% 98% 97% 97% 100% 74% 75% 69% 80% 90 60% 60 40% 30 20% 135.3 135.7 146.9 156.5 167.0 2010 2011 2012 2013 2014 0 0% Total Shopping Mall Footfall - Million 5 120% Shopping Mall Occupancy Hotels Occupancy BUSINESS OVERVIEW: MAJID AL FUTTAIM RETAIL GENERATING STEADY CASHFLOWS Overview of Majid Al Futtaim Retail Operating Framework Majid Al Futtaim Retail is one of the most active retailers in the region and introduced the first hypermarket in the Middle East in 1995. Majid Al Futtaim Retail aims to capitalize on its strong supply chain and procurement procedures to deliver value to its customers. Majid Al Futtaim Hypermarkets is a wholly owned subsidiary since 25 June 2013 when Majid Al Futtaim acquired the remaining 25% from Carrefour SA. As part of the transaction, Majid Al Futtaim also renewed its exclusive franchise partnership with the Carrefour group until 2025 and extended it to an additional 19 new countries. It now has the exclusive franchise rights for Carrefour in 38 countries predominantly across the Middle East, Africa and CIS regions. Sales Volume Reinvest Rebates Carrefour charges a sale-based franchise fee and provides approval on new store openings. Purchasing Power Supplier Rebates As at 30 June 2015, Majid Al Futtaim operated over 60 Carrefour hypermarkets, over 70 Carrefour supermarkets and 4 convenience stores across 13 countries, as well as an online store. Majid Al Futtaim plans to open 3 new Carrefour hypermarkets, 9 Carrefour supermarkets and 3 convenience stores during H2 2015. Low Prices 6 Good Quality Wide Choices BUSINESS OVERVIEW: MAJID AL FUTTAIM VENTURES SEEKING COMPLEMENTARY BUSINESSES Overview of Majid Al Futtaim Ventures Majid Al Futtaim Ventures builds and manages value enhancing businesses for the Majid Al Futtaim Group, focusing on selected sectors that are relevant for the wider business in the region. The current portfolio comprises both wholly owned companies and joint ventures. Majid Al Futtaim Ventures holdings are further split between strategic and investment holdings – strategic businesses comprise those which provide a strategic fit to the Group’s business. Strategic Holdings MAJID AL FUTTAIM VENTURES Majid Al Futtaim Leisure & Entertainment LLC Majid Al Futtaim Cinemas LLC Provides unique leisure offerings to Majid Al Futtaim Malls (Ski Dubai, Magic Planet, Lego, etc) Majid Al Futtaim Fashion LLC Retails brands with exclusive licensing rights for MENA (e.g. Abercrombie & Fitch, Juicy Couture, Mexx, etc) 55 stores in 6 countries Majid Al Futtaim Finance LLC Cinema business with143 screens across the MENA region ENOVA by VEOLIA Majid Al Futtaim Food & Beverages LLC JV providing Energy Services and Facilities Management Formed in 2002 (as Dalkia) Wholly-Owned Acquired in 2013, JV operates portfolio of international brands like California Pizza Kitchen, You Sushi, Morelli’ etc. Joint Venture 7 Credit card issuer business Introduced Visa cards in 2010 (106,398 active cards) Majid Al Futtaim Healthcare Multi-speciality and Day Care Surget Centre opened in 2013 in Deira City Center. Awarded ISO 15189 standard and Joint Commision International’s Gold Seal of Approval. HISTORICAL FINANCIAL PERFORMANCE OVERVIEW SOLID FINANCIAL PERFORMANCE ON THE BACK OF A MANAGED GROWTH STRATEGY Financial Highlights Majid Al Futtaim Properties (USDmn) Majid Al Futtaim has a proven track record of delivering strong financial results on the back of an effective growth strategy Revenue Majid Al Futtaim Holding LLC Consolidated Financials (USDmn) Item 2010 2011 2012 2013 2014 H1-2015 4Y CAGR 9,246 9,658 10,325 10,743 12,151 12,897 7.1% Assets 4,569 5,011 5,604 6,180 6,868 3,728 10.7% Revenue 621 745 809 892 977 496 12.0% EBITDA 629 389 2010 63.4% 62.0% 62.6% 62.0% 539 516 341 336 2012 2013 2014 H1-2014 H1-2015 Majid Al Futtaim Retail (USDmn) Revenue Item 4Y CAGR 10.2% Revenue 11.0% EBITDA EBITDA 5,603 5,032 4,591 4,121 3,796 EBITDA Margin by Entity (%) 61.9% 2011 645 604 532 476 Item 4Y CAGR 13.4% Revenue 13.5% EBITDA 1,040 966 858 751 The Group’s ability to combine capital intensive high margin business (shopping malls) with capital positive, high volume business (hypermarkets) allows it to effectively manage its growth. 70.0% EBITDA 3,061 2,854 63.30% 206 312 268 253 245 149 155 H1-2014 H1-2015 60.0% 2010 50.0% 30.0% 18.6% 17.5% 12.6% Revenue 14.2% 14.2% 5.3% 5.6% 9.10% 5.9% 10.0% 0.0% 2012 2013 2014 Majid Al Futtaim Ventures (USDmn) 40.0% 20.0% 2011 5.5% 207 5.10% EBITDA 243 209 189 Item 4Y CAGR 9.0% Revenue 12.3% EBITDA 293 2010 2011 MAF Properties 2012 2013 MAF Retail 2014 166 137 5.4% H1-2015 26 35 37 35 41 18 15 MAF Ventures 2010 8 2011 2012 2013 2014 H1-2014 H1-2015 2015 FIGURES BASED ON HALF YEAR 2015 REVIEWED ACCOUNTS H1 PERFORMANCE OVERVIEW: GROUP STRONG OPERATIONAL PERFORMANCE DESPITE HEADWINDS Geographical Split – 30 June 2015 Financial Highlights (USDmn) H1-2014 H1-2015 Change Revenues 3,489 3,728 7% EBITDA 489 496 1% YTD Capex 562 By Revenue Oman 6% By EBITDA Saudi Qatar 1% 6% Others 9% Saudi 9% UAE 52% Qatar 8% Bahrain 3% 451 Bahrain 8% UAE 69% Egypt 8% Egypt 13% Revenue growth at sustainable growth level, despite some regional macro headwinds, driven by broad based operational performance across the key business units Oman Others 6% 1% Others include Iraq, Georgia, Armenia and Kazakhstan Segmental Split – 30 June 2015 By EBITDA By Revenue EBITDA growth slower than expected reflecting promotional activities, costs associated with new market entries, product mix impact and softer hospitality market Ventures 5% Ventures 3% Properties 14% Retail 30% Properties 67% Business segment or geographical contributions consistent with historical positions Retail 81% 9 FIGURES BASED ON HALF YEAR 2015 REVIEWED ACCOUNTS H1 PERFORMANCE OVERVIEW: OPERATING UNITS Properties H1 2015 Revenues (USDm) H1 2015 EBITDA (USDm) 539 H1 2015 SHOPPING MALLS 341 Occupancy 97% +2% (+3% LFL) Footfall growth y-o-y LFL* Average Occupancy 77% LFL RevPAR Change y-o-y -11% HOTELS Retail Rent to sales 0% (+4% LFL) <10% Impacted by increased supply of rooms vs previous year, and slower tourism inflow H1 2015 H1 2015 3,061 Revenues (USDm) H1 2015 EBITDA (USDm) Tenant sales y-o-y 155 Sales (LFL) 3% HYPERMARKETS New Stores H1 2015 +5 Total Stores >60 SUPERMARKETS New Stores H1 2015 +7 Total Stores >70 H1 2015 Ventures No of admissions H1 2015 Revenues (USDm) 166 CINEMAS H1 2015 EBITDA (USDm) 15 L&E FASHION +44% Total Screens 143 +1 Total sites (Magic Planet) 18 +7 Operating 7 brands in 55 stores across 6 countries New Screens added +14 New Sites (Magic Planet) added New Stores opened * LFL: LIKE FOR LIKE 10 FIGURES BASED ON HALF YEAR 2015 REVIEWED ACCOUNTS RECENT DEVELOPMENTS – Q3 2015 ON TRACK TO DELIVER STABLE FINANCIAL PERFORMANCE AS PER OUR PLANS Q3 2015 Revenues Q3 2015 EBITDA +6% vs Q3 2014 +5% vs Q3 2014 Q3 2015 Occupancy 97% Tenant sales y-o-y +1% (+4% LFL)** SHOPPING MALLS YTD Footfall growth y-o-y +4% (+6% LFL) LFL YTD Average Occupancy 74% LFL YTD RevPAR Change y-o-y -8% YTD Sales (LFL) y-o-y +2% Rent to sales <10% HOTELS RETAIL New stores (hypermarkets & supermarkets) +4 Operational Highlights Mall of the Emirates expansion successfully opened on 28th September 2015 (incremental GLA of 25,000 m2) Opened City Centre Me’aisem (23,400 m2 GLA) and City Centre Shindagha (22,400 m2 GLA) Opened 1 new hypermarket and 3 new supermarkets Ventures opened 2 additional Lego shops in UAE, 1 Magic Planet in UAE, 2 cinema sites in UAE and acquired 44 fashion stores of Monsoon and Accesssorize in the GCC region Mall of the Emirates expansion included a revamped 24 screen Vox cinema with innovative concepts such as the first IMAX with laser screen in the Middle East, the largest 4DX screen, a luxury concept screen, as well as two kids cinemas with an adjoining party room. Obtained freehold title on the originally gifted land of the Mall of the Emirates 11 * Q3-2015 FIGURES EXTRACTED FROM UNAUDITED MANAGEMENT ACCOUNTS ** TENANT SALES AS OF AUGUST 2015 GROUP DEBT PROFILE (1/2) Majid Al Futtaim Group’s Balance Funding Profile Majid Al Futtaim Properties Level (USD 400mn) Majid Al Futtaim Holding Level (USD 1,833mn) All of which is Senior Unsecured obligations at Holding level Cross guarantees All of which is Senior unsecured obligations at Properties level Other (USD 377mn) Primarily project finance with limited recourse to borrower All Senior Unsecured financing obligations rank pari passu among themselves Total gross debt amounted to c. USD 2.6bn as at 30 June 2015 (excluding USD 500mn hybrid issuance) Both Fitch Ratings and Standard & Poor’s have reaffirmed BBB rating with stable outlook in June 2015 Optimised debt portfolio in 2014 and 2015 and increased revolver component of bank financing to reduce cost of carry Cash position of over USD 420mn and undrawn available lines of over USD 1.6bn (as of 30 June 2015)* Average debt life extended to 4.5 years (excluding hybrid) as of 30 June 2015 , up from 3 years in December 2011 12 * FIGURES BASED ON HALF YEAR 2015 REVIEWED ACCOUNTS USD500MN EQUITY HYBRID IS NOT TAKEN INTO ACCOUNT IN DEBT CALCULATION GROUP DEBT PROFILE (2/2) Majid Al Futtaim’s Robust Capital Structure Debt Maturity Profile (USD mn) 1,200 Dec 2011 Dec 2012 Dec 2013 Dec 2014 Jun 2015 Total Borrowings: USD 2.6bn 850 738 800 Secured debt as a percentage of Gross Debt 46% 7% 10% 13% 14% 516 435 400 EBITDA from encumbered assets as % of Total EBITDA 28% <1% 4% 4% 3% 65 7 0 2015 2016 2017 2018 2020 onwards Majid Al Futtaim’s Capital Structure Strong Leverage Metrics 2,500 6 9,000 4.9x 5 2,000 47% 46% 50% 40% 7,500 40% 3.7x 4 6,000 3 4,500 2 3,000 1 1,500 0 0 31% 29% 29% 27% 2.8x 2.2x 2.2x 2.2x 0 2009 2010 EBITDA 2011 2012 Net Debt (USD mn) 2013 2014 2,180 7,603 2,179 6,580 1,924 5,975 1,882 5,355 2,122 4,929 2010 Net Debt (USD mn) Net Debt / EBITDA (times) 10% 0% 2009 2015 H1* 2,311 4,892 2,180 983 2,179 977 1,924 892 1,882 809 2,122 745 2,311 621 2,239 461 500 30% 20% 1,000 2,239 2.3x 8,063 1,500 2019 2011 2012 2013 Equity (USD mn) 2014 2015 H1 Net Debt / Equity (%) * FOR H1 2015, EBITDA REFLECTS 12 MONTH ROLLING 13 * FIGURES BASED ON HALF YEAR 2015 REVIEWED ACCOUNTS USD500MN EQUITY HYBRID IS NOT TAKEN INTO ACCOUNT IN DEBT CALCULATION PRUDENT FINANCIAL MANAGEMENT PROVIDING SOUND PLATFORM FOR GROWTH Funding Risk Management Framework The group focuses on two very important pillars: (1) Liquidity (2) Risk Management Target at least 18 months of financing requirements Active management of interest rate, credit and FX risk Maintain flexibility in terms of capital commitments Financial covenants further reinforce capital management framework Current Status Funding Risk Management Framework Policy Covenant Status as of 31 December 2013 Status as of 31 December 2014 Status as of 30 June2015 Liquidity Coverage – Months 18 30+ 24+ 24+ IR Risk – Duration in Years* 0.50 – 3.00 3.60 1.75 1.94 Tangible Net Worth – USD billion 4.1 6.6 7.6 8.1 Total Net Debt to Total Equity (x) <0.7 0.3 0.3 0.3 Interest Cover (x) >2.5 6.2 8.7 >10** *Prior to March 2014, the Group’s IR Risk policy on duration was 3.9 +/- 1.0 years ** Based on 12 month rolling data 14 * FIGURES BASED ON HALF YEAR 2015 REVIEWED ACCOUNTS USD500MN EQUITY HYBRID IS NOT TAKEN INTO ACCOUNT IN DEBT CALCULATION PRO-ACTIVE FUNDING STRATEGY Majid Al Futtaim Funding Journey Liquidity assurance with bank facilities despite disrupted market Spending Plans and capital structure adjusted ‘09 USD 2bn EMTN Program established USD 1bn early refinancing to strengthen liquidity BCC/FCC financing Initiate Investor education on MAF credit story ‘10 Company’s debut Islamic finance deal Majid Al Futtaim gets credit rating from S&P and Fitch BBB with Stable outlook Carrefour Minority share purchase EUR 530mn Issued USD 500mn first ever international Corporate Hybrid issuance from MENA Largest Majid Al Futtaim Club Revolver USD 1.6bn ‘11 ‘12 USD 1bn Sukuk Program established USD 400mn Debut Sukuk USD 500mn Debut conventional bond issued USD 500mn MoEg Project Finance in Egypt ‘13 Optimized Sukuk Program structure Opportunistic upsizing and tenor extension on bank facilities $500mn 10yr Sukuk ‘14 ‘15 Debut 10 year USD bond issuance Further optimization of debt portfolio through USD 500mn Club Revolver FINANCING: STRATEGIC FOCUS AREAS Diversified Sources of Funding Matching cash flow profile of liability & assets: lengthen tenor Prudent financial policies (liquidity, risk management) Optimize debt portfolio opportunistically Establish credibility & ongoing relationship with investors Reduce cost of financing 15 STRATEGIC PRIORITIES Maintain leadership in our core countries Protect our leadership position in the UAE Expand to be leaders in adjacent/core geographies Build a foundation position in Africa Expand considerably our presence in Egypt and Saudi Arabia, driven by our shopping malls business Expand in at least 5 additional African countries with Carrefour 16 Grow at scale at least one adjacent business Evaluate business opportunities in adjacent businesses MEASURED GROWTH & STEADY DEVELOPMENT PIPELINE TRUE TO OUR COMMITMENT TO OUR CREDIT RATING, OUR TOP-DOWN CAPITAL ALLOCATION APPROACH IS MANAGED WITHIN THE DEBT CAPACITY OF THE BBB METRICS AND WITH AN EYE ON PRUDENT FINANCIAL MANAGEMENT. EGYPT Mall Development Pipeline UAE & OMAN KSA City Centre Al Zahia (Sharjah, UAE) Greenfield Super Regional Mall GLA: 130,000 M2 Land acquired Construction start 2016 Opens 2018 City Centre Sharjah Expansion (Sharjah, UAE) Expansion Incremental GLA: 13,400 M2 Land acquired Construction start 2015 Opens 2016 Mall of Egypt (Cairo, Egypt) Greenfield Super Regional Mall GLA: 165,000 M2 Under construction Land acquired Opens 2016 Mall of Oman (Muscat, Oman) Greenfield Super Regional Mall GLA: 129,000 M2 Land leased (50yr lease) Construction start 2016 Opens 2019 City Centre Ajman (Ajman, UAE) Expansion Incremental GLA: 21,400 M2 Land acquired Construction start 2015 Opens 2017 City Centre Almaza (Cairo, Egypt) Greenfield Regional Mall GLA: 102,000 M2 Land acquired Construction start 2015 Opens 2018 Note: 2-3 Community Malls also planned for UAE within 2016-2018 1 Hotel planned for UAE City Centre Ashbiliah (Riyadh, KSA) Greenfield Regional Mall GLA: 115,000 M2 Land acquired Construction start 2016/17 Opens 2019/20 Note: KSA land banking under exploration City Centre Maadi (Cairo, Egypt) Expansion GLA: 61,000 M2 Land acquired Construction start 2017 Opens 2020 New Hypermarkets Pipeline - 2015 Location Number Location Number Location Number UAE * 2 Armenia* 1 KSA * 1 Oman * 1 Iraq* 1 Georgia 1 Location Number Egypt 1 * YTD SEPT 6 HYPERMARKETS OPENED SO FAR (UAE, OMAN, IRAQ, KSA & ARMENIA) 17 CLOSING REMARKS BUILDING ON A PROVEN TRACK RECORD For the past two decades, Majid Al Futtaim has adopted a focused strategy of achieving outstanding shopping destinations and has grown into a diversified and synergistic business, both in terms of geographic and product/service offering. Its growth has been effectively managed through strong corporate governance and robust investment/risk management frameworks. The result has been a strong and resilient performance through business cycles, including the latest financial, economic and political crises. This is a transformational year for the company, with Majid Al Futtaim Holding assuming the role of Strategic Architect and taking a number of initiatives in order to position the group for its next stage of accelerated growth. The group’s plans will reflect the strategic priorities it has set for the next 5 years. This includes cementing leadership in our core market (UAE), expanding to be leaders in Egypt and Saudi Arabia, creating a foundational position in Africa and growing to scale at least one adjacent business. The group will continue to be focused on its strong fundamentals, proven strengths, prudent financial management and the strong commitment to its BBB credit rating. 18 CONTENTS TABLE OF CONTENTS Majid Al Futtaim Group Overview & Performance Update Appendix Board of Directors 19 MAJID AL FUTTAIM HOLDING BOARD OF DIRECTORS TO PROMOTE A CONSISTENT, GROUP-WIDE STRATEGY, HOLDING CEO ALSO ATTENDS THE BOARD MEETINGS OF THE THREE SUBSIDIARIES. Sir Michael Rake – Majid Al Futtaim Holding Chairman Sir Michael Rake was appointed as Chairman of Majid Al Futtaim Holding on 1 July 2009. He is currently the Chairman of BT Group plc, the UK’s largest telecom operator, and of WorldPay. He was President of the Confederation of the British Industry from 2013 to 2015 and holds directorships at Barclays PLC (Deputy Chairman)\ and McGraw Hill Inc. amongst others. In the second half of 2015 Sir Michael Rake is due to be appointed as Chairman of the International Chamber of Commerce. He was previously the chairman of KPMG International and a senior partner of KMPG in the UK. Prior to his appointment as chairman of KPMG International, he was the chairman of KPMG in Europe. Khalifa Sulaiman – Majid Al Futtaim Holding Deputy Chairman Mr Khalifa Sulaiman joined the Majid Al Futtaim Holding Board in October 2011. Mr. Sulaiman is a UAE National and has spent a career in government, representing the UAE both locally, regionally and internationally. During his career, Mr Sulaiman was Ambassador to the Court of St. James in the UK, Chairman of H.H. The Ruler’s Court, Dubai, and Chairman and Director of National Bank of Dubai PJSC. Alain Bejjani – Majid Al Futtaim Holding Chief Executive Officer Mr Alain Bejjani was appointed as CEO of Majid Al Futtaim Holding in February 2015. He was formerly the Chief Corporate Development and Brand Officer at Majid Al Futtaim Holding. He was previously the Vice President (Legal) at Majid Al Futtaim Properties and Head of Business Development at Majid Al Futtaim Properties. Prior to joining Majid Al Futtaim Properties, Mr Bejjani was Executive Vice-Chairman of the Investment Development Authority of Lebanon (IDAL) and a founding partner of a law firm. Tariq Al Futtaim – Majid Al Futtaim Holding Director Mr Tariq Al Futtaim joined the Majid Al Futtaim Holding Board in May 2005. He was appointed as Vice President when Majid Al Futtaim Holding was formed. He is currently Chairman of the Majid Al Futtaim Charity Foundation, a prominent charitable initiative founded by the President, Mr Majid Al Futtaim. Viswanathan Shankar – Majid Al Futtaim Holding Director Mr Viswanathan Shankar joined the Majid Al Futtaim Holding Board with effect from 1 January 2012. Mr Shankar was, until April 2015, Group Executive Director and a member of the Board of Directors of Standard Chartered PLC and Standard Chartered Chief Executive Officer - Europe, Middle East, Africa and the Americas as well as Executive Chairman of Principal Finance and Chairman of Standard Chartered private bank. Prior to joining Standard Chartered in 2001, Mr Shankar spent 19 years with Bank of America in both Asia and the United States of America. Mr Shankar is a member of the Board of the Inland Revenue Authority of Singapore and the Board of Trustees of the Singapore Indian Development Association as well as being a member of the Singapore Government’s National Integration Council. Ian Davis – Majid Al Futtaim Holding Director Mr Ian Davis joined the Board of Majid Al Futtaim Holding on 1st June 2012 Mr Davis is the Chairman of Rolls Royce and an independent non-executive director of BP, Johnson & Johnson, Inc. He is also a non-executive member of the UK’s Cabinet. Ian Davis spent his early career at Bowater, moving to McKinsey & Company in 1979. He was managing partner of McKinsey’s practice in the UK and Ireland from 1996 to 2003. In 2003, he was appointed as Chairman and worldwide managing director of McKinsey, serving in this capacity until 2009. During his career with McKinsey, Ian Davis served as a consultant to a range of global organizations across the private, public and not-for-profit sectors. He retired as senior partner of McKinsey & Company on 30 July 2010. 20 DISCLAIMER IMPORTANT: You must read the following before continuing. The following applies to this document, the oral presentation of the information in this document by Majid Al Futtaim Holding LLC ("MAF Holding") and Majid Al Futtaim Properties LLC ("MAF Properties") or any person on behalf of MAF Holding and MAF Properties, and any question-and-answer session that follows the oral presentation (collectively, the "Information"). In accessing the Information, you agree to be bound by the following terms and conditions. This presentation has been prepared by MAF Holding, MAF Properties and the Dealers (as defined below) and has not been independently verified. This document is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Directive (as defined below). The Information does not constitute or form part or all of, and should not be construed as, any offer of, or any invitation to sell or issue, or any solicitation of any offer to purchase, subscribe for, underwrite or otherwise acquire, or a recommendation regarding, any securities of MAF Sukuk Ltd., MAF Holding and MAF Properties, nor shall it or any part of it nor the fact of its presentation or distribution form the basis of, or be relied on in connection with, any contract or any commitment whatsoever or any investment decision. The Information is confidential and is being provided to you solely for your information and may not be reproduced, retransmitted or further distributed to any other person or published, in whole or in part, for any purpose. This presentation contains data compilations, writings and information that are proprietary and protected under copyright and other intellectual laws and may not be redistributed or otherwise transmitted by you to any other person for any purposes. The Information is only being distributed to and is only directed at: (A) persons in member states of the European Economic Area (other than the United Kingdom) who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC (as amended and together with any applicable implementing measures in that member state, the "Prospectus Directive") ("Qualified Investors"); (B) in the United Kingdom, Qualified Investors who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and/or high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; and (C) such other persons as to whom the Information may be lawfully distributed and directed under applicable laws (all such persons in (A) to (C) above together being referred to as "relevant persons"). Securities issued by MAF Sukuk Ltd., MAF Holding and MAF Properties are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Information. The Information has not been independently verified and no responsibility is accepted, and no representation, undertaking or warranty is made or given, in either case, expressly or impliedly, by MAF Sukuk Ltd., MAF Holding, MAF Properties, or any of its officers or advisers as to accuracy, reliability or completeness of the Information or as to the reasonableness of any assumptions on which any of the same is based or the use of any of the same. Abu Dhabi Islamic Bank PJSC, Dubai Islamic Bank PJSC, HSBC Bank plc, National Bank of Abu Dhabi PJSC and Standard Chartered Bank (the "Dealers") acting in connection with the offering of the securities are acting exclusively for MAF Sukuk Ltd., MAF Holding and MAF Properties, and will not be responsible for providing advice in connection with the Information to any other party. Subject to applicable law, none of MAF Sukuk Ltd., MAF Holding and MAF Properties, its officers, or the Dealers accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of the Information, including its accuracy, completeness or verification or for any other statement made or purported to be made in connection with MAF Sukuk Ltd., MAF Holding and MAF Properties and nothing in this document or at this presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future. MAF Holding and MAF Properties, its officers, MAF Sukuk Ltd and the Dealers accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred above) which any of them might otherwise have in respect of the Information or any such statement. The statements contained in this presentation are made as at the date of this presentation, unless another time is specified in relation to them, and delivery of this presentation shall not give rise to any implication that there has been no change in the facts set forth in this document since that date. Save as otherwise expressly agreed, none of the above persons shall be treated as being under any obligation to update or correct any inaccuracy contained herein or otherwise liable to you or any other person in respect of any such information. No reliance whatsoever may be placed for any purpose whatsoever on the information contained in this document or on its completeness. This presentation is not intended for distribution or publication in the United States. Neither this document nor any part or copy of it may be distributed, directly or indirectly, in the United States. The distribution of this document in certain jurisdictions may be restricted by law and persons in to whose possession this presentation comes should inform themselves about and observe any such restrictions. By reviewing this presentation, you represent and agree that you are located outside the United States and you are permitted under the laws of your jurisdiction to receive this presentation. This presentation is not an offer to sell or a solicitation of any offer to buy the securities of MAF Sukuk Ltd., MAF Holding and MAF Properties in the United States. MAF Sukuk Ltd.’s, MAF Holding's and MAF Properties' securities have not been and will not be registered under the Securities Act of 1933, as amended. Nothing contained in this presentation shall be deemed to be a forecast projection or estimate of MAF Holding's and MAF Properties' future economic performance. This presentation contains forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "projects", "expects", "intends", "may", "will", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements are statements that are not historical facts and include statements about MAF Holding's and MAF Properties' beliefs and expectations. These statements are based on current plans, estimates and projections and, therefore, undue reliance should not be placed on them. Forwardlooking statements speak only as of the date they are made. Although MAF Holding and MAF Properties believe that the beliefs and expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such beliefs and expectations will be realised. The information and opinions contained in this presentation or in oral statements of the representatives of MAF Holding and MAF Properties are provided as at the date of this presentation or as at the other date if indicated and are subject to change without notice. No reliance may be placed for any purpose whatsoever on the information contained in this presentation or oral statements of the representatives of MAF Holding and MAF Properties or on assumptions made as to its completeness. By accepting these materials, you will be deemed to acknowledge and agree to the matters set forth above. THIS DOCUMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ISSUES RELATED TO AN INVESTMENT IN THE SECURITIES/THE TRANSACTION. PRIOR TO TRANSACTING, POTENTIAL INVESTORS SHOULD ENSURE THAT THEY FULLY UNDERSTAND THE TERMS OF THE SECURITIES/TRANSACTION AND ANY APPLICABLE RISKS 21