Al Mal Capital REIT IPO

Private and confidential

Al Mal Capital REIT IPOInvestor Presentation

October 2020

Subscription Period: 8th Nov – 8th Dec 2020

Al Mal Capital REIT


Table of Contents

REITS Worldwide

Al Mal Capital REIT Fund And Offering

Offering Term Sheet And Roadmap

Why Al Mal Capital REIT – Distinctive Features

Al Mal Capital – Real Estate Track Record

Al Mal Capital Board of Directors & Al Mal Capital REIT Management Team

3

10

7

4

20

23

2

Al Mal Capital REIT

Private and confidential 3

REITS WorldwideEvery Country Has Come In The Recent Years With Its Own Form of REIT

A real estate investment trust (“REIT”) is a fund that owns, operates or invests in income generating real estate assets. REITs first appeared in the U.S. in the

1960s to enable large and small investors alike to enjoy the rental income from commercial property

Benefits of Investing In A REIT

• Low investment entry cost – the

minimum entry cost will be the

price to buy 1 Unit

• High yield investment

• Lower risk stable income asset

class

• Highly liquid investment in

real estate

• Competitive market performance

• Portfolio diversification

• Returns through potential capital

gains and appreciation

Key Facts About SCA Regulations On

UAE REITs

• The income which a REIT receives from

properties, interests, dividends and

capital gains to be minimum 90% of the

funds’ total revenue

• Maximum 50% LTV at any time

• Distribute a minimum of 80% of its realised

net profit in the form of dividends

• A fund may only be established and

managed by a duly licenced

fund manager

Source: PWC report Compare and Contrast Worldwide REIT Regimes (2019), GFM Asset Management, EY report How REIT regimes are doing (2018), prodapp & NAREIT.

+50 REITsUSD 851

BN

+40 REITsUSD 100

BN

+50 REITsUSD 30 BN

+18 REITsUSD 3.5 BN

+70 REITsUSD 185

BN

+30 REITsUSD 62 BN

+38 REITsUSD 66 BN

+190 REITsUSD 1 TN

15 REITsN.A.

Al Mal Capital REIT

Fund And Offering

Al Mal Capital REIT


To be the first REIT IPO on

Dubai Financial Market

(DFM)

Acquire a diversified

portfolio of real estate

properties based on secure

long-term lease

agreements

Target a Net Dividend Yield

above 7.0%* (through

strong credit counter-

parties)

Maintain an optimal

capital structure at all

times

Have the capability of

acquiring onshore as well

as offshore assets in UAE,

and having the flexibility of

acquiring international

assets

Al Mal Capital REIT

Al Mal Capital REIT Fund And OfferingIntends to be one of the Largest and Well Governed REITs regionally, Targeting 7.0%+ Net Dividend Yield

Al Mal Capital REIT (the “Fund”) is a closed ended real estate investment trust (REIT) with a target launch fund size of AED 500 MN managed by Al Mal Capital with the following

objectives:

UAE REITs

1st REIT

Launch Fund Size

AED 500 MN

Listing Market

DFMTarget January 2021

Target Net

Dividend Yield

> 7.0%*

5

IPO on DFM

*Notice: The declared return of 7% is a target net return of 7%, on average, without any confirmation such return will be achieved. Please refer to the risk factors section in the Prospectus. Future data includes

expectations, and the fund, the fund manager, or the receiving bank does not give any guarantee that such expectations will be achieved. Events or results may differ materially from the expected future results,

whether explicitly or implicitly, referred to or indicated in future statements, due to risks, market conditions and uncertainties the fund and / or the fund manager could face.

Al Mal Capital REIT


Al Mal Capital PSC, the Fund Manager, is pleased to invite institutional and retail

investors to participate in the IPO of Al Mal Capital REIT (the “Offering”)

The Offering

Al Mal Capital REIT Fund And Offering

6

Targ

et

Str

uc

ture

Target Offer Size:

AED 500,000,000

The Offering will be a public offer in cash

Target number of Units offered:

500,000,000at par AED 1.00 per Unit

The Offering will be made to

Retail (20%, AED 100mn) and

Institutional (80%, AED 400mn) investors

The proceeds of the

Offering (along with c. AED

300 MN in Debt) will be

utilized to acquire identified

and good quality assets

backed by strong credit

and robust structures

IPO offered units shall have

no lock-up period and will

start trading on the DFM

upon listing

c. 62% Equity

c. 38% DebtAl Mal Capital

REIT

IPO Investors

AED 500 MN

Financing Banks

AED 300 MN

Target Assets

AED 800 MN

Offering Term Sheet

And Roadmap

Al Mal Capital REIT


Summary Offering

Al Mal Capital REIT IPO Terms

Issuer

Al Mal Capital REIT (approved by Securities and Commodities Authority “SCA”)

Offer Structure

Target AED 500,000,000 (in 500,000,000 units)Retail offering 20% - Institutional Offering 80%

Subscription Price

AED 1.00 per Unit + AED 0.02 per unit (2% subscription fee)

Lock Up

No

Terms

All Units will rank pari-passu

Use of Proceeds

Acquisition of income generating Real Estate Assets

Target Net Dividend Yield

Above 7.0%* (considering the notice below)

Dividends Policy

Min. 80% of its distributable income (subject to conditions)

Subscription Period

8 November 2020 – 8 December 2020

Annual Management Fees

1.25% of Net Asset Value

Performance Fees

10% above a 7% on the total return to investors

Fund Manager

Al Mal Capital PSC

Listing Market

Dubai Financial Markets (DFM)




Al Mal Capital REIT


Al Mal Capital REIT Roadmap To Listing On DFMIndicative Target Listing Date In January 2021

IPO

Roadshow

18 October

2020

IPO Audit and

Units Allotment

15 December 2020

DFM Approval

and Listing

January 2021

22 December 2020

SCA Final

License

Granted

08 November 2020 to 08 December 2020

IPO

Subscriptions

Why Al Mal Capital REIT

- Distinctive Features

Al Mal Capital REIT


Managed by a reputable

fund manager with an

experienced team and a

proven track record

Target a well diversified

portfolio with attractive

income and robust

transaction structures in

sectors such as healthcare,

education, industrials etc.

The first REIT IPO on Dubai

Financial Market with a

solid SCA regulated REIT

regime

Strong investment strategy

targeting secure long term

lease agreements with

reputable & credit worthy

single tenants

Supported by top-tier

third party service

providers

Aim to be one of the

largest and operationally

strongest in the GCC

region

Target Investing in shariah

compliant assets through

shariah financing

structures

Post establishment,

endeavor to work with

regulators to enable

foreign participation in the

fund’s units

Al Mal Capital REIT Has Strong Capabilities To Accomplish Its Targets

Al Mal Capital REIT


The Fund Manager - Al Mal Capital PSC, A Financial Services Provider Of Choice

• Founded in 2005, Al Mal Capital PSC is a diversified financial services company

• Licensed by the Securities and Commodities Authority (SCA) and the UAE Central Bank

• Subsidiary of Dubai Investments PJSC

• Current Assets under Management (AUM) of c. AED 1.6 billion)

• Headquartered in Dubai, UAE

Direct Investments

Four business lines:

Corporate Advisory Asset management Capital Markets

Investment and portfolio

management, and acquisition of

income generating real estate to

create secure income stream

and long-term capital value

Focuses on mergers and

acquisitions, equity and debt

capital market and corporate

finance advisory to regional and

international clients

Manages MENA equities through

funds and discretionary

mandates. Presently manage 3

funds – Al Mal UAE Equity Fund, Al

Mal MENA Fund, AZ Al Mal MENA

Equity Fund. AUM of c. AED 500

million

Trading the financial markets

across several asset classes and

different type of securities such

as equities, IPOs, fixed income,

derivatives, etc.

Al Mal Capital REIT


Total Assets

AED 21.5 BN1

1 As of 30th June 2020.

2 As of 07th Sep 2020.

PropertyIncome generation

from sales and leasing

Manufacturing,Contracting & Services

Private Equity

13.8Billion

64%

5.6Billion

26%

2.1Billion

10%

InvestmentsEquity & Fixed Income Funds

and Minority Investments

• Listed Investment Company on DFM –

market cap c. AED 5 BN2

• Share Capital of c. AED 4.3 BN

• Total Assets of over AED 21.5 BN with +16,500

shareholders

• Diversified portfolio of over 35 subsidiary

companies

Al Mal Capital PSC is A Subsidiary of Dubai Investments

PJSC, a Reputable Investment Company With A Solid Track Record In Real Estate

Al Mal Capital REIT


Listed Companies

66

Market Cap

375AED Billion

Dividends Distributed

13.1AED Billion

Annual Traded Number of Shares

40Billion Shares

Annual Traded Value

53.0AED Billion

Real Estate & Construction

20.4AED Billion

Annual Traded Value

Foreign Investors

48%Of Total Traded

Value

Total Investors

844,000Local And

International

Institutional Investors

50%Of Total Traded

Value

Source: Dubai Financial Market 2019 annual report

First established financial market in the UAE in 2000

High liquidity market

Large pool of UAE national, regional and international investors

First REIT IPO on DFM

Well tested product in international markets available for DFM investors

Well regulated market

Benefits of Listing on Dubai Financial Market

The First REIT IPO on Dubai Financial Market

Al Mal Capital REIT


Leverage

Maximum 50% LTV at any time

NAV/Financial Reporting

Semi-annual reporting

No Units Lock-up Period

All units to start trading from day one

Dividend Distributions

Minimum 80% of REIT’s distributable income

Income From Real Estate

Minimum 90% of Gross Income (including rental income, interest and capital gains)

Investment In Subsidiaries

Maximum 20% of REIT Gross Asset Value (only allowed to invest in subsidiaries with Real Estate related operations)

Income Generating Real Estate

Minimum 75% of REIT Gross Asset Value

Real Estate Under Development

Maximum 25% of REIT Gross Asset Value

International Real Estate

Maximum 25% of REIT Gross Asset Value

Capital Deployment

Maximum 6 Months Capital Deployment Period (longer period requires AGM approval)

Securities and Commodities Authority’s (SCA) Solid REIT Regulatory Regime

Al Mal Capital REIT


Sanjay Vig

Managing Director

Al Mal Capital

Yazan Masri

Executive Director

Al Mal Capital

Roshan Shah

Executive Director

Al Mal Capital

Saif Al Serkal

Head – Business Development

Al Mal Capital

16

Management Investment Committee**

**5 Member Investment Committee

To be appointed by the Fund Manager post listing

The Investment Committee proposed under the Fund to be suitably instituted post

listing and will comprise five members

Managed By A Reputable And Experienced Team

Al Mal Capital REIT


Establishment Post - Listing

Market

Research

Legal Structuring and

Fund Establishment

Lead

Receiving Bank

Marketing and

Public Relations

Fund Valuer

Fund Manager

Fund Auditor

Fund Legal Advisor

Fund Admin.

& Custodian

Al Mal Capital REIT Is Supported by First Class Service Providers

Al Mal Capital REIT


Al Mal Capital REIT - Investment Objectives

The Fund Has A Clear and Defined Investment Strategy To Deliver Consistent Income and Create Long Term Value

Acquire Income generating real estate

in high growth sectors such as

education, healthcare and industrials

Enter long term lease arrangements

with tenants

Target high occupancy and single

let assets

Secure income stream through solid

structuring and guarantee mechanisms

Target tenants with strong credit profile

Triple net lease arrangements to

minimize operational risks

Al Mal Capital REIT


Al Mal Capital REIT seeks to invest in a diversified pool of assets with long term lease agreements and high or single occupancy while targeting a Net Dividend Yield above 7.0%

• Diversified pool of specialized assets in different sectors

• Focused on local on-shore and freehold assets with strong investment

structures

• Possibility to invest up to 25% in international properties

• Distribute min. 80% of the Fund’s distributable income in line with

REIT rules and regulations in UAE

Specialized and Diversified Portfolio Dividend Distribution

• Targeting Net dividend yields above 7.0%*

• Secure income from high credit profile tenants

• Long lease term agreements, preferably over 7 years

• Monitoring of operational and financial performance of Portfolio assets

• Steer strategic, financial, and operational matters in order to enhance

Portfolio performance

Deal Sourcing And Screening Portfolio Management

• In-depth diligence assessment including, asset valuation, technical,

financial, and legal due diligence

• Internationally renowned service providers

• Apply strict corporate governance to ensure transparency

• Adopt strict internal and external audit to avoid potential risks

Due Diligence Corporate Governance

• Debt-equity structure of approx. 40:60 for current and future acquisitions

• Secure the best terms with lending institutions

• Intend to invest in shariah compliant assets through shariah financing structures

• Right positioning of assets to be divested

• Generate attractive investment returns upon sale of Portfolio assets

Optimal Capital Structure Exit Strategy

Focused On Income Generating Diversified Portfolio of Assets




Al Mal Capital –

Real Estate Track Record

Al Mal Capital REIT


Al Mal Capital Real Estate Investment Track Record

AssetIncome generating multi family complex

Location Louisiana, USA

Leasable Area 240,588 sq. ft.

Entry 2009

Exit 2015

Transaction Structure Acquired 57.2%

Return - Multiple on Invested Capital

1.7x (realized)

AssetMulti-let income generating shopping complex (Poinsettia Plaza)

Location California, USA


Entry 2016

Average Cash Yield since entry

c. 7.6% p.a. annualized paid quarterly (as of end of 2019)

Transaction Structure Acquired c. 42%

Entry Cap Rate 5.4%

Purchase Price c. $54m (100%)


N/A (not realized)

AssetSingle let Income generating K-12 school (Kent College Dubai)

Location Dubai, UAE

Leasable Area560,000 sq. ft. (plot area)335,000 sq. ft. (built up area)

Entry 2017

Average Cash Yield since entry

c. 8.2% p.a. annualized paid quarterly

Transaction StructureAcquired 100% and leased back on to the operator

Entry Cap Rate 7.5% (avg. 8% for hold period)

Purchase Price c. $100m+ (100%)


N/A (not realized)

Al Mal Capital REIT


Al Mal Capital Real Estate Investment Track Record

AssetIncome generating office building (FALCON HOUSE)

Location DIP, Dubai, UAE


Entry 2006

Exit 2017


1.3x (realized)

AssetIncome generating showrooms and offices (Indigo)

Location Sheikh Zayed Road, Dubai, UAE


Entry 2007

Exit 2014


1.25x (realized)

Al Mal Capital Board

of Directors & Al Mal

Capital REIT

Management Team

Al Mal Capital REIT


H.E. Ahmad Al DarmakiBoard Member

Mr. Abdulaziz Al SerkalBoard Member

Mr. Naser NabulsiVice-Chairman & CEO

Mr. Khalid Jassim KalbanChairman

24

• Mr. Naser Nabulsi is currently the Vice-Chairman of Al Mal Capital PSC. From

1989 until 2000, he worked with Merrill Lynch International as a top performer

internationally, holding the position of First Vice President at the age of 27

and managing relationships for institutions and high net worth families in the

region

• From 2000 until early 2003 he served as Senior Investment Officer and Head

of the Asset Management Group for The Executive Office, based in Dubai

• In 2003, he was requested to take on the role of initial Chief Executive

Officer of the newly announced Dubai International Financial Centre (DIFC).

Mr. Nabulsi transformed DIFC from a nascent idea into a recognized and

respected brand in regional and global financial circles. Under his

leadership, DIFC laid the groundwork for its future success by establishing

the legal, regulatory and physical presence for the world's next significant

financial hub

• Mr. Khalid Bin Kalban is one of the most well-known businessmen in the UAE,

thanks to his broad experience in different fields varying from industrial,

financial and investment sectors. He has played a key role in establishing

leading companies in the UAE through his vision and sharp judgement

• Mr. Kalban handles many important posts, including Vice Chairman,

Managing Director and Chief Executive Officer of Dubai Investments PJSC;

and Board member of Ajman Bank, National General Insurance PJSC and

Arcapita Investment Management B.S.C. (c ) – Bahrain.

• He holds an Associate Degree of Arts in Business Management from

Arapahoe Community College, USA, and a BS in Management from the

Metropolitan State College, USA

• H.E. Ahmed Al Darmaki is the Managing Director of H.H. Sheikh Diab Bin

Zayed Al Nahyan’s office and Vice-Chairman of Associated

Construction and Trading Group

• H.E. Mr. Darmaki has managed and directed ADWEA business through

his post as Chairman's Office Manager since its privatization in 1996 to its

establishment in 1999 until 2011

• He started his career at the Presidential Court in Abu Dhabi as the

General Manager for the finance & administration division

• H.E. Mr. Al Darmaki is a Board Member of several local, regional, and

international companies

• Mr. Abdulaziz Al Serkal serves as the General Manager at Dubai

Investments PJSC. He manages all the industrial and overseas

investments for DI

• He previously served as the CEO and MD at M'Sharie LLC where he

helped grow the company’s portfolio to include 17 subsidiaries

• Prior to that, Al Serkal served as industrial engineer at Emirates Industrial

Bank. Mr. Al Serkal majored in Industrial and System Engineering at the

University of Southern California, US

Al Mal Capital Board of Directors

Al Mal Capital REIT


Mr. Ali Fardan Al FardanBoard Member

Mr. Mohamed Saif Darwhish Ahmed Al KetbiBoard Member

Mr. Mushtaq MasoodBoard Member

25

Al Mal Capital Board of Directors

• Mr. Ali Fardan Al Fardan is an independent & non-executive Director on the

Board of Dubai Investment for the last 14 years

• He is also member of two of the Board Committees, i.e. Audit Committee

and Nomination and Remuneration Committee. He serves as Chairman of

the Nomination and Remuneration Committee

• Mr. Al Fardan has significant experience in Real Estate Management,

Property Investments, Capital Investment Management and Hospitality

Management. He holds a Bachelor of Science in Management and

Information System

• He currently holds the following positions: Vice Chairman of Al Fardan

Group, CEO of First Investor LLC, Managing Director of Al Fardan Real Estate,

and Board Member of Commercial Bank of Dubai

• Mr. Mushtaq Masood has been with Dubai Investments PJSC since 2008,

currently holding the Group CFO position

• From 1999 to 2007, Mushtaq was associated with the Cupola Group and

later on Abraaj Capital where he served as the CFO of a portfolio company

• He had previously worked for ADNOC Distribution from 1992 to 1998 and

started his career in the UAE in 1990 with the auditing teams of Arthur Young

and Arthur Andersen

• He is an associate member of the Institute of Chartered Accounts of India

• Mr. Mohammad Saif Darwish Ahmed Al Ketbi is an independent & non-

executive Director on the Board of Dubai Investments PJSC

• He is also member of two Board Committees, i.e. Audit Committee, and

Nomination and Remuneration Committee

• Mr. Al Ketbi has experience in Investments & Projects, Real Estate and

Hospitality Sectors. He holds a Bachelor Degree in Business Administration

majoring in Business Management

• He currently also holds the following positions: Vice-Chairman of Danat El

Emarat Women & Children’s Hospital Project and Board Member of AHI

Carrier FZC

Al Mal Capital REIT


Mr. Sanjay VigManaging Director Al Mal Capital

Mr. Yazan MasriExecutive DirectorAl Mal Capital

Mr. Roshan ShahExecutive Director Al Mal Capital

Mr. Saif Al SerkalHead- Business Development Al Mal Capital

26

• Yazan is the Head of Direct Investments at Al Mal Capital PSC since Feb 2020,

and has over 17 years of professional experience in global real estate private

equity, strategy & investments, and corporate finance

• He has completed a number of key property acquisitions & dispositions in the

US, Europe, and GCC through formulating & executing effective investment

strategies and selecting compatible JV Partners & Advisors

• Having started his professional career in the US with firms such as State Street

Corp & Arthur Andersen, he later occupied executive positions for high profile

family conglomerates in the GCC such as Al Futtaim Group Real Estate & Al

Rajhi Holding

• He holds an MBA Degree from The George Washington University School of

Business in Washington, DC and a BSBA Degree from Northeastern University,

D’Amore McKim School of Business in Boston, USA.

• Sanjay is the Managing Director for Direct Investments & Corporate Advisory

Services at Al Mal Capital PSC since December 2016

• A senior economics / finance professional with over 35 years of Middle East /

international leadership experience, he holds extensive execution expertise

including corporate finance, mergers/acquisitions, IPOs, wealth management

across GREs, regional corporates and family businesses. Advised, arranged

and lead managed over USD 20 Billion of capital market transactions,

including many real estate mandates

• Prior to joining Al Mal Capital, Sanjay has served as Managing Director at

Alpen Capital, and SVP & Head, Capital Markets at Emirates Bank Group

• An Order of Merit holder of the Indian Institute of Bankers, he has undergone

extensive executive management programs at Stanford, Columbia, Darden

and IMD, Switzerland

• Roshan is the Head of the Corporate Advisory team at Al Mal Capital

PSC and joined Al Mal Capital in March 2017 and is responsible for the

Debt and Equity advisory vertical services

• He has over 15 years of experience in the field of investment banking

and accounting and has worked in different geographies including

UAE and USA

• Focus on Debt Advisory and Debt Capital Markets platform - raised

over USD 7 billion across various sectors within GCC and India

• He is a Certified Public Accountant (USA) and has completed in

Bachelors in Accounting from Purdue University (USA) with minors in

Finance and Management Information Systems

• Saif is the Head for the Business Development. He joined Al Mal Capital

PSC in September 2017

• He started his career in PwC – Corporate Advisory and M&A team in

Dubai, and has worked on several acquisitions and mergers in the

region

• After specning 4 years with PwC, he spent time in the government

sector with The Crown Prince Office as the Internal Audit Manager in

2013

• Saif holds a Bachelor’s degree in Finance from California State

University

Al Mal Capital REIT Management Team

Al Mal Capital REIT


This Presentation (the “Presentation”) has been prepared and is the sole responsibility of Al Mal Capital PSC (“Al Mal”).

This Presentation and any of its contents may not be used for any other purpose without the express consent of Al Mal.

This document should be used as a supplement, not as a substitute for the public Prospectus. Potential investors must read and understand the Presentation along with the Prospectus and the other public

available material before making any decision relating to investment in the Fund.

Potential investors shall not deal with the contents of the Presentation or the Prospectus as an investment advice. All investors shall investigate and verify the opportunity and feasibility of investment in the Fund,

with respect to the advantages and risks involved.

Investors are advised to consult their financial advisors, legal advisors and accountants regarding the purchase, retention and disposition of Fund Units.

Fees and expenses related to the Fund and mentioned in the Presentation do not include VAT (Value Added Tax) unless otherwise stated. Amount of taxes imposed or exemptions of them are subject to

changes in the future.

The information contained herein is, to the best knowledge and belief of Al Mal Capital PSC, true and correct in all material respects and is not misleading. In addition, there is certain estimated information and

data that are not final and considered indicative in nature. Al Mal will not be subject to any liability based on the information contained in the proposal, errors therein or omissions therefrom, whether or not Al

Mal knew or should have known of any such errors or omissions, or were responsible for or participated in its inclusion in or omission from the Presentation. Al Mal Capital PSC shall not bear any responsibility for

anyone relying on any of the information contained in this Presentation.

Al Mal Capital PSC will not grant any warranties nor bear any responsibilities regarding any loss that a potential investor shall incur from reliance on the Presentation. Each recipient of the Presentation is

responsible to consult with the advisors he seems necessary and for making his own educated and independent decisions.

The recipient will not copy, reproduce or distribute to any third party this report in whole or in part. Any proposed actions by the recipient which are inconsistent in any manner with the foregoing will require the

prior written consent of Al Mal Capital PSC. This Presentation has not been reviewed by any of the regulatory bodies. In case of any conflict between this Presentation and the prospectus, then the information in

the prospectus shall prevail.

Prospective investors should read the entire prospectus, and they should be aware that investing in the fund is speculative and carries a high degree of risk. Investors ’attention should be drawn to the section

contained in the prospectus titled“ Risk Factors ”, whereby potential investors should be aware of the risks of investing in investment funds through an offer linked to a listing for trading on a financial market, and

they should not make an investment decision until after careful study. Before making any investment decision, potential investors must rely on their efforts to examine the fund and the terms of the offering

contained therein, including its data and risks. Each investor must also consult his advisors regarding the legal, tax, commercial, financial and any other consequences arising from subscribing to or purchasing

units.

Important Notice - Disclaimer

48 Burj gate,

Downtown Dubai,

Sheikh Zayed Road,

Office 901, P.O. Box 119930

Dubai, UAE

Thank You

Documents

Al Mal Capital REIT IPO