(a)    the proposed merger of the Company with Emaar Malls PJSC through the issuance and allotment of (0.51) new shares in the Company for every one (1) share in Emaar Malls PJSC except the shares registered in the name of the Company (the “Merger”), in addition to the internal reorganisation of the assets, rights, liabilities and businesses of Emaar Malls PJSC post the completion of the Merger and transferring the same into Emaar Malls Management LLC, a wholly owned subsidiary of the Company  (the “Reorganisation”);

(b)    the terms of the merger agreement (as amended);

(c)    the appointment of EY Consulting L.L.C. as independent valuer;

(d)    the valuation of the Company and Emaar Malls PJSC;

(e)    the increase of share capital of the Company to AED 8,179,738,882 (Eight billion one hundred seventy-nine million seven hundred thirty eight thousand eight hundred eighty two UAE Dirhams), and amending Article (6) of the Articles of Association of the Company accordingly to reflect such capital increase; and

(f)     the authorisation of the Board of Directors of the Company, or any person so authorised by the Board of Directors, to take any action as may be necessary to implement the Merger and/or the Reorganisation.