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IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus following this page or otherwise received as a result of such access and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached prospectus. In accessing the attached prospectus, 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 us as a result of such access. Confirmation of Your Representation: By accessing this prospectus you have confirmed to HSBC Bank plc, Masraf Al Rayan, Qatar International Islamic Bank, Qatar Islamic Bank, Emirates Bank International PJSC, Gulf International Bank B.S.C., Mashreqbank psc, National Bank of Abu Dhabi P.J.S.C. and Landsbanki I ´ slands hf. (the Managers), Qatar Alaqaria Sukuk Company and Qatar Real Estate Investment Company Q.S.C. that (i) you have understood and agree to the terms set out herein, (ii) you are not (or, if you are acting on behalf of another person, such person is not) a U.S. person (within the meaning of Regulation S of the U.S. Securities Act 1933, as amended (the Securities Act)) and (iii) you consent to delivery by electronic transmission. This prospectus has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Managers nor any of their affiliates nor the Issuer accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version. You are reminded that the attached prospectus has been delivered to you on the basis that you are a person into whose possession this prospectus 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 this prospectus, electronically or otherwise, to any other person. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. Under no circumstances shall this prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these certificates in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any certificates to be issued 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, sold or delivered in the United States or to U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. The certificates represent interests in a collective investment scheme (as defined in the Financial Services and Markets Act 2000) which has not been authorised, recognised or otherwise approved by the U.K. Financial Services Authority (FSA). Accordingly, the prospectus is not being distributed to, and must not be passed on to, the general public in the U.K. Rather, the communication of the prospectus as a financial promotion is only being made to those persons falling within Article 19(5) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (Financial Promotion Order) and within Article 14(5) or Article 22 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (Promotion of CISs Order), or any person to whom it may otherwise lawfully be made. This prospectus is directed only at persons having professional experience in matters relating to investments (being either investment professionals for the purposes of Article 19 of the Financial Promotion Order and Article 22 of the Promotion of CIS Order) or high net worth companies, unincorporated associations, trustees of high value trusts or any other person to whom paragraph (2) of each of those two Articles apply for the purposes of Article 49 of the Financial Promotion Order and Article 22 of the Promotion of CIS Order and any investment or investment activity to which this prospectus relates is available only to such persons and will be engaged in only with such persons. No other person should rely on this prospectus.

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Page 1: Qatar Real Estate

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON ORADDRESS IN THE U.S.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer

applies to the attached prospectus following this page or otherwise received as a result of such access

and you are therefore advised to read this disclaimer carefully before reading, accessing or makingany other use of the attached prospectus. In accessing the attached prospectus, 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 us as a result of such access.

Confirmation of Your Representation: By accessing this prospectus you have confirmed to HSBC Bank

plc, Masraf Al Rayan, Qatar International Islamic Bank, Qatar Islamic Bank, Emirates Bank

International PJSC, Gulf International Bank B.S.C., Mashreqbank psc, National Bank of Abu Dhabi

P.J.S.C. and Landsbanki Islands hf. (the Managers), Qatar Alaqaria Sukuk Company and Qatar Real

Estate Investment Company Q.S.C. that (i) you have understood and agree to the terms set out

herein, (ii) you are not (or, if you are acting on behalf of another person, such person is not) a U.S.

person (within the meaning of Regulation S of the U.S. Securities Act 1933, as amended (theSecurities Act)) and (iii) you consent to delivery by electronic transmission.

This prospectus has been made available to you in electronic form. You are reminded that documents

transmitted via this medium may be altered or changed during the process of transmission andconsequently neither the Managers nor any of their affiliates nor the Issuer accepts any liability or

responsibility whatsoever in respect of any difference between the prospectus distributed to you in

electronic format and the hard copy version.

You are reminded that the attached prospectus has been delivered to you on the basis that you are a

person into whose possession this prospectus 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 this

prospectus, electronically or otherwise, to any other person. Failure to comply with this directive may

result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER

OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR ANY OTHER

JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Under no circumstances shall this prospectus constitute an offer to sell or the solicitation of an offer

to buy nor shall there be any sale of these certificates in any jurisdiction in which such offer,

solicitation or sale would be unlawful.

Any certificates to be issued 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,

sold or delivered in the United States or to U.S. persons (as such terms are defined in Regulation Sunder the Securities Act) unless registered under the Securities Act or pursuant to an exemption from

such registration.

The certificates represent interests in a collective investment scheme (as defined in the Financial

Services and Markets Act 2000) which has not been authorised, recognised or otherwise approved by

the U.K. Financial Services Authority (FSA). Accordingly, the prospectus is not being distributed to,

and must not be passed on to, the general public in the U.K. Rather, the communication of the

prospectus as a financial promotion is only being made to those persons falling within Article 19(5)

or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

(Financial Promotion Order) and within Article 14(5) or Article 22 of the Financial Services and

Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (Promotionof CISs Order), or any person to whom it may otherwise lawfully be made.

This prospectus is directed only at persons having professional experience in matters relating to

investments (being either investment professionals for the purposes of Article 19 of the FinancialPromotion Order and Article 22 of the Promotion of CIS Order) or high net worth companies,

unincorporated associations, trustees of high value trusts or any other person to whom paragraph (2)

of each of those two Articles apply for the purposes of Article 49 of the Financial Promotion Order

and Article 22 of the Promotion of CIS Order and any investment or investment activity to which

this prospectus relates is available only to such persons and will be engaged in only with such

persons. No other person should rely on this prospectus.

Page 2: Qatar Real Estate

QATAR ALAQARIA SUKUK COMPANY(incorporated in the Cayman Islands with limited liability)

U.S.$300,000,000 Trust Certificates due 2012

The issue price of the U.S.$300,000,000 Trust Certificates (the Certificates or the Sukuk) of Qatar Alaqaria Sukuk Company(the Issuer) is 100 per cent. of their principal amount.

The Certificates will be constituted by a declaration of trust (the Declaration of Trust) dated on or about 2 August 2007 (theClosing Date) made by Qatar Alaqaria Sukuk Company, Qatar Real Estate Investment Company Q.S.C. (ALAQARIA) andHSBC Trustee (C.I.) Limited (in its capacity as delegate, the Delegate). Pursuant to the Declaration of Trust, Qatar AlaqariaSukuk Company (in its capacity as the trustee for and on behalf of the Certificateholders (as defined below), the Trustee) willdeclare that it will hold certain assets, primarily consisting of all of its rights, title and interest in, to and under the investmentmanagement agreement (the Investment Management Agreement) dated on or about the Closing Date and entered into betweenQatar Alaqaria Sukuk Company and ALAQARIA (in its capacity as investment manager, the Investment Manager), thepurchase undertaking dated on or about the Closing Date (the Purchase Undertaking) granted by ALAQARIA (in its capacityas obligor, the Obligor), certain of the other Transaction Documents, the Transaction Account (each as defined herein) and allproceeds of the foregoing, upon trust absolutely for the Certificateholders pro rata according to the principal amount ofCertificates held by each Certificateholder. On the Closing Date, Qatar Alaqaria Sukuk Company shall transfer the proceeds ofthe Certificates to the Investment Manager to be invested on the terms set out in the Investment Management Agreement.

On each 2 August, 2 November, 2 February and 2 May or if any such day is not a Business Day (as defined herein) thefollowing Business Day, unless it would thereby fall into the next calendar month, in which event such day should be theimmediately preceding Business Day, commencing on 2 November 2007 (each a Periodic Distribution Date), Certificateholderswill receive from proceeds received from and in respect of the Trust Assets (as defined below), a periodic distribution equal to0.73 per cent. per annum plus LIBOR (as defined herein) calculated on the outstanding aggregate principal amount of theCertificates as at the beginning of the relevant Periodic Distribution Period (as defined herein) on an actual/360 basis (thePeriodic Distribution Amount). In the event that there is insufficient cash to pay the relevant profit distributions in accordancewith the Investment Management Agreement, the Investment Manager shall provide Sharia compliant liquidity funding (theLiquidity Facility) to cover any such shortfall.

Unless previously redeemed in the circumstances described in Condition 6, the Certificates will be redeemed at 100 per cent. oftheir principal amount on 2 August 2012 (the Scheduled Redemption Date).

Application has also been made to the Financial Services Authority in its capacity as competent authority under the FinancialServices and Markets Act 2000 (the UK Listing Authority) for the Certificates to be admitted to the official list of the UKListing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for such Certificatesto be admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed Interest Market (the Market). The Market isa regulated market for the purposes of the Investment Services Directive 93/22/EEC. References in this Prospectus toCertificates being listed (and all related references) shall mean that such Certificates have been admitted to trading on theLondon Stock Exchange’s Gilt Edged and Fixed Interest Market and have been admitted to the Official List.

The Certificates are expected to be assigned a rating of A2 by Moody’s Investor Services Inc. (Moody’s) and BBB+ by FitchRatings Ltd (Fitch). A rating is not a recommendation to buy, sell or hold securities, does not address the likelihood or timingof repayment and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.

The Certificates will be limited recourse obligations of the Issuer. Investing in the Certificates involves certain risks as more fullydescribed in Risk Factors.

The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (theSecurities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not beoffered, sold or delivered within the United States or to U.S. Persons except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act. Accordingly, the Certificates are being offered,sold or delivered solely to non-U.S. Persons (as defined in Regulation S of the Securities Act (Regulation S)) outside the UnitedStates in reliance on Regulation S. Each purchaser of the Certificates is hereby notified that the offer and sale of Certificates toit is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S.

Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates will be issued in registeredform in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Certificates will berepresented at all times by interests in a registered form global certificate without coupons attached (the Global Certificate),deposited on or about the Closing Date with a common depositary for Euroclear Bank S.A/N.V. as operator of the EuroclearSystem (Euroclear) and Clearstream Banking, societe anonyme (Clearstream, Luxembourg). Interests in the Global Certificatewill be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream,Luxembourg. Individual Certificates evidencing holdings of interests in the Certificates will be issued in exchange for interests inthe Global Certificate only in certain limited circumstances described herein.

Sole Bookrunner and Lead Manager

HSBC

Senior Co-Lead Managers

Masraf Al Rayan Qatar International Islamic Bank Qatar Islamic Bank

Co-Lead Managers

Emirates Bank International PJSC Gulf International Bank Mashreq

National Bank of Abu Dhabi Landsbanki Islands hf.

The date of this Prospectus is 31 July 2007

Page 3: Qatar Real Estate

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the

Prospectus Directive) and for the purpose of giving information with regard to the Issuer,

ALAQARIA and the Certificates which is necessary to enable investors to make an informed

assessment of the assets and liabilities, financial position, profits and losses and prospects of theIssuer and ALAQARIA, and the rights attaching to the Certificates.

Each of ALAQARIA and the Issuer (having taken all reasonable care to ensure that such is the case)

confirm that the information contained in this Prospectus is, to the best of its knowledge, in

accordance with the facts and contains no omission likely to affect its import. Accordingly, each of

ALAQARIA and the Issuer accept responsibility for the information contained in this Prospectus.

No person has been authorised to give any information or to make any representation regarding the

Issuer and ALAQARIA respectively, or the Certificates other than as contained in this Prospectus or

as approved for such purpose by the Issuer or ALAQARIA in connection with the offering of the

Certificates. Any such representation or information should not be relied upon as having been

authorised by the Issuer, ALAQARIA, the Managers (as defined in Subscription and Sale), the

Delegate or the Agents. Neither the delivery of this Prospectus nor the offering, sale or delivery ofany Certificate shall in any circumstances create any implication that there has been no adverse

change, or any event reasonably likely to involve any adverse change, in the condition (economic,

political, financial or otherwise) of the Issuer or ALAQARIA since the date of this Prospectus.

None of the Managers, the Delegate and the Agents has verified the information contained herein.

Accordingly, no representation or warranty is made or implied by any of the Managers, the Delegate

or the Agents or any of their respective affiliates and none of the Managers, the Delegate and the

Agents (or any of their affiliates) makes any representation or warranty or accepts any responsibility

as to the accuracy or completeness of the information contained in this Prospectus or any other

information provided by the Issuer in connection with the Certificates, their distribution or their

future performance.

This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any

Certificates. They are intended only to provide information to assist potential investors in decidingwhether or not to subscribe for or purchase Certificates in accordance with the terms and conditions

specified by the Managers. The Certificates may not be offered or sold, directly or indirectly, and this

Prospectus may not be circulated, in any jurisdiction except in accordance with the legal requirements

applicable to such jurisdiction.

The distribution of this Prospectus and the offering, sale and delivery of Certificates in certain

jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are

required by the Issuer, ALAQARIA and the Managers to inform themselves about and to observe

any such restrictions. This Prospectus may not be used for the purpose of an offer to, or a

solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or

solicitation is not authorised or is unlawful. For a description of certain restrictions on offers, salesand deliveries of Certificates and on distribution of this Prospectus and other offering material

relating to the Certificates – see the section entitled Subscription and Sale. Save as mentioned under

Subscription and Sale, no action has been or will be taken to permit a public offering of the

Certificates in any jurisdiction where any act would be required for that purpose.

Neither this Prospectus nor any other information supplied in connection with the Certificates is

intended to provide the basis of any credit or other evaluation or should be considered as a

recommendation by the Issuer, ALAQARIA, the Managers, the Delegate or the Agents that any

recipient of this Prospectus should purchase any of the Certificates. Each investor contemplating

purchasing any Certificates should make its own independent investigation of the financial condition

and affairs, and its own appraisal of the creditworthiness, of the Issuer and ALAQARIA.

Notice to UK residents

The Certificates represent interests in a collective investment scheme (as defined in the FinancialServices and Markets Act 2000 (FSMA)) which has not been authorised, recognised or otherwise

approved by the U.K. Financial Services Authority (the FSA). Accordingly, this Prospectus is not

being distributed to, or promoted to and must not be passed on to persons in the United Kingdom

by any person authorised under FSMA except in accordance with an exemption.

The distribution in the United Kingdom of this Prospectus and any other marketing materials relating

to the Certificates (A) if effected by a person who is not an authorised person under FSMA, is being

addressed to, or directed at, only the following persons: (i) persons who are Investment Professionals

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Page 4: Qatar Real Estate

as defined in Article 19(5) of the Financial Promotion Order and (ii) persons falling within any of the

categories of persons described in Article 49 (High net worth companies, unincorporated associations,

etc.) of the Financial Promotion Order and (B) if effected by a person who is an authorised person

under FSMA, is being addressed to, or directed at, only the following persons: (i) persons fallingwithin one of the categories of Investment Professional as defined in Article 14(5) of the Promotion

of CISs Order, (ii) persons falling within any of the categories of person described in Article 22

(High net worth companies, unincorporated associations, etc.) of the Promotion of CISs Order and (iii)

any other person to whom it may otherwise lawfully be made in accordance with the Promotion of

CISs Order. Persons of any other description in the United Kingdom may not receive and should not

act or rely on this Prospectus or any other marketing materials in relation to the Certificates.

This prospectus is directed only at persons having professional experience in matters relating to

investments (being either investment professionals for the purposes of Article 19 of the Financial

Promotion Order and Article 22 of the Promotion of CIS Order) or high net worth companies,

unincorporated associations, trustees of high value trusts or any other person to whom paragraph (2)of each of those two Articles apply for the purposes of Article 49 of the Financial Promotion Order

and Article 22 of the Promotion of CIS Order and any investment or investment activity to which

this prospectus relates is available only to such persons and will be engaged in only with such

persons. No other person should rely on this prospectus.

Potential investors in the United Kingdom are advised that all, or most, of the protections afforded

by the United Kingdom regulatory system will not apply to an investment in the Certificates and that

compensation will not be available under the United Kingdom Financial Services Compensation

Scheme.

The contents of this Prospectus as amended or supplemented from time to time have not been

approved by an authorised person in accordance with the rules of the FSA.

Individuals intending to invest in any investment described in this Prospectus should consult their

professional advisers and ensure that they fully understand all risks associated with making such an

investment and have sufficient financial resources to sustain any loss that may arise from it.

Notice to Cayman Islands Residents

No invitation may be made to the public in the Cayman Islands to subscribe for the Certificates.

Notice to Bahrain Residents

The Central Bank of Bahrain and the Bahrain Stock Exchange assume no responsibility for the

accuracy and completeness of the statements and information contained in this document and

expressly disclaim any liability whatsoever for any loss howsoever arising from reliance upon the

whole or any part of the contents of this document.

Each potential investor subscribing for Certificates on the Closing Date (each, a potential investor) will

be required provide satisfactory evidence of identity and, if so required, the source of funds topurchase Certificates within a reasonable time period determined by the Issuer, ALAQARIA and the

Managers. Pending the provision of such evidence, an application to subscribe for Certificates will be

postponed. If a potential investor fails to provide satisfactory evidence within the time specified, or if

a potential investor provides evidence but neither the Issuer nor the Managers are satisfied therewith,

its application to subscribe for Certificates will be rejected immediately in which event any money

received by way of application will be returned to the potential investor (without any additional

amount added thereto and at the risk and expense of such potential investor).

In respect of any Bahraini potential investors, the Issuer and ALAQARIA will comply with Bahrain’s

Legislative Decree No. (4) of 2001 with respect to Prohibition and Combating of Money Laundering

and various Ministerial Orders issued thereunder including, but not limited to, Ministerial Order No.(7) of 2001 with respect to Institutions’ Obligations Concerning the Prohibition and Combating of

Money Laundering.

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Page 5: Qatar Real Estate

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Presentation of Financial Information

Unless otherwise indicated, the financial information herein has been derived from the audited

financial statements of ALAQARIA as of and for the years ended 31 December 2005 and31 December 2006 and the reviewed financial statements for the six month period ending 30 June 2007

(together, the Financial Statements).

The Financial Statements have been prepared in accordance with International Financial ReportingStandards (IFRS) issued by the International Accounting Standards Board.

Certain Defined Terms and Conventions

Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly

figures shown in the same category presented in different tables may vary slightly and figures shown

as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

All references in this document to U.S. dollars, U.S.$ and $ refer to United States dollars being the

legal currency for the time being of the United States of America and references to QR or

Qatari Riyal are to the lawful currency for the time being of Qatar.

References to a billion are to a thousand million.

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FORWARD LOOKING STATEMENTS

Some statements in this Prospectus may be deemed to be forward-looking statements. Forward-looking

statements include statements concerning the Issuer’s and/or ALAQARIA’s plans, objectives, goals,

strategies, future operations and performance and the assumptions underlying these forward-looking

statements. When used in this document, the words anticipates, estimates, expects, believes, intends,plans, aims, seeks, may, will, should and any similar expressions generally identify forward-looking

statements. These forward-looking statements are contained in Overview of the Offering, Risk Factors,

ALAQARIA – Business Description and other sections of this Prospectus. Each of the Issuer and

ALAQARIA has based these forward-looking statements on the current view of the Issuer’s or, as

the case may be, ALAQARIA’s management with respect to future events and financial performance.

Although the Issuer or, as the case may be, ALAQARIA believes that the expectations, estimates and

projections reflected in the Issuer’s or, as the case may be, ALAQARIA’s forward-looking statements

are reasonable as of the date of this Prospectus, if one or more of the risks or uncertaintiesmaterialise, including those which the Issuer or, as the case may be, ALAQARIA has identified in

this Prospectus, or if any of the Issuer’s or, as the case may be, ALAQARIA’s underlying

assumptions prove to be incomplete or inaccurate, the Issuer’s or, as the case may be, ALAQARIA’s

actual results of operation may vary from those expected, estimated or predicted.

These forward-looking statements speak only as at the date of this Prospectus. Without prejudice to

any requirements under applicable laws and regulations, each of ALAQARIA and the Issuer expressly

disclaims any obligation or undertaking to disseminate after the date of this Prospectus any updates

or revisions to any forward-looking statements contained herein to reflect any change in expectations

thereof or any change in events, conditions or circumstances on which any such forward-looking

statements are based.

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Page 7: Qatar Real Estate

ENFORCEABILITY OF JUDGMENTS

ALAQARIA is organised under the laws of the State of Qatar.

While it is possible for the Qatari courts to declare a company bankrupt or insolvent, there has notbeen until very recently any substantive bankruptcy or insolvency laws under the domestic law of the

State of Qatar. The Qatari courts have discretion to grant a grace period for repayment of debts

under Article 375 of the Civil Law No. 22 of 2004. Article 374 of the Civil Law No. 22 of 2004

provides for a company to be declared bankrupt in certain circumstances including failure to pay

debts. Pursuant to Commercial Law No. (27) of 2006 (which came into force on 13 May 2007) upon

a person being declared bankrupt by a Qatar court all the debts of the debtor become due and

owing, and a bankruptcy administrator is appointed by unsecured creditors to realise, with the

approval of the court, the unsecured assets of the bankrupt for distribution to unsecured creditors inaccordance with the law. The Qatar courts have not to date given any firm indication as to the effect

bankruptcy and insolvency have on contracts of a party that is subsequently declared bankrupt or

insolvent. The Commercial Companies Law No. 5 of 2002 also provides for the insolvency of

companies and some direction as to what happens upon insolvency. The provisions particularly as

regards the rights of all creditors are limited however. There is no text of law which expressly

restricts or abrogates specific rights or obligations of contracting parties as a result of the initiation of

bankruptcy or insolvency proceedings in respect of one of them.

The Qatar Civil Law No. 22 of 2004 provides under Article 269 that all creditors of a debtor are

considered equal except those that have priority as a result of a provision of law. Creditors that have

priority fall into two general groups: those that have priority by reason of having security over

particular assets, and those that are generally preferred by reason of a statutory provision. Under the

first group a creditor may therefore have priority to the extent assets are secured in accordance with

a recognised security under Qatari law. Under the second group the law does identify certain

statutorily preferred creditors. Article 304 of the Commercial Companies Law No. 5 of 2002 providesthat a liquidator of a company shall pay the debts of a company after deducting liquidation expenses

including the remuneration of the liquidator by first paying amounts payable to the company’s

employees, then amounts due to the State, then rents payable to the owner of any real estate leased

to the company and then other due amounts in accordance with priorities according to law. These

amounts are not defined further in the Commercial Companies Law No. 5 of 2002.

In addition, the Labour Law No 14 of 2004, which came into force in January 2005, provides that all

sums due thereunder to a worker shall have a preferential claim over all other debts and on theproperty, movable or immovable, of the employer, and that all such sums shall be preferred over

debts owed by the employer to the State of Qatar. Article 168 of the Qatar Customs Law No. 40 of

2002 provides that Qatar Customs Department claims are to be considered as privileged debts. All

previous exemptions granted to ministries, government bodies, general corporations or companies

were abolished by this new customs law.

There can be no assurances that a Qatari court would compel a liquidator of ALAQARIA toperform or cause to be performed any of its respective obligations under any of the Transaction

Documents during a winding-up period.

In any proceedings before the Qatar courts all documentation has to be in Arabic; for any

documentation originally in English, the Arabic translation submitted to the Qatar court would,

despite any provision to the contrary therein, be deemed to be the definitive version for the purposes

of the proceedings. The Qatar courts have a discretion to require further evidence or procedures as to

the authenticity of any document and accuracy of any Arabic translation in relation thereto beforeaccepting a document for submission.

The enforcement of the express terms of any agreement before the Qatar courts may also be affected

by mandatory provisions of Qatar Civil law. Such a provision is Article (402) of the Qatar Civil Law

which provides that if a debtor establishes that settlement of an obligation has become impossible due

to a reason that is beyond the debtor’s control and to which the debtor did not contribute, the

obligation may be extinguished. Similarly Article (171) of the Qatar Civil Law reads:

‘‘….should any general exceptional events occur which events could not be foreseen, and as

a consequence of which the performance of the contractual obligation, though not

impossible, has become a heavy burden to the debtor threatening him with excessive loss,

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Page 8: Qatar Real Estate

the court may, according to circumstances, and after comparison between the interest of

both parties, reduce the onerous obligation to a reasonable extent. Any agreement to the

contrary shall be void.’’

This rule has its roots in the civil law doctrine of ‘‘imprevision’’ and similar rules will be found in the

laws of various other Arab countries. It should, however, be noted that the event must be ‘‘general’’,

‘‘exceptional’’ and one which ‘‘could not be foreseen’’. The performance must have become a ‘‘heavyburden’’ threatening ‘‘excessive loss’’ and the Qatar court must carry out a ‘‘comparison between the

interests of both parties’’ before he ‘‘may’’ ‘‘reduce the onerous obligation to a reasonable extent’’.

Qatari domestic law relating to the enforcement of arbitral awards and foreign judgments is relatively

undeveloped. Pursuant to Decree No. 29 of 2003 Approving the State of Qatar Joining the

Agreement on Recognition and Implementation of Foreign Arbitration Awards, the State of Qatar

acceded to and implemented the principles of the United Nations Convention on the Recognition and

enforcement of Foreign Arbitral Awards (New York, 1958) on March 30, 2003. However, there have

not been any foreign arbitral awards determined in accordance with the UNCITRAL Arbitration

Rules that have been brought before Qatari courts for enforcement.

As a matter of Qatari domestic law, Qatari courts will enforce a foreign judgment or arbitral award

upon the conditions determined in the foreign jurisdiction for the enforcement of Qatari judgments

and arbitral awards as long as (a) the foreign judgment or arbitral award is a final award that hasbeen handed down by a court of competent jurisdiction or a duly constituted arbitral panel, (b) the

party against whom the foreign judgment or arbitral award is to be enforced was properly served and

represented in the proceedings in the foreign jurisdiction, (c) the foreign judgment or arbitral award

does not violate the public policy of the State of Qatar, (d) the issue in question was not res judicata

in Qatar and (e) the subject matter was not reserved for the exclusive jurisdiction of the Qatari

courts.

There can be no assurance that any foreign arbitral award rendered against ALAQARIA pursuant to

the Transaction Documents would be enforced by the courts of Qatar.

Even if an arbitral award is effectively enforced in Qatar, there can be no assurances that arbitration in

respect of the Transaction Documents would protect the interests of the Certificateholders to the same

extent, as would some foreign jurisdictions or Qatari courts in original proceedings.

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EXCHANGE RATE INFORMATION

The official currency of Qatar, where all of ALAQARIA’s assets and operations are located, is the

Qatari Riyal. The Qatari Riyal is currently pegged to the U.S. dollar. The rates of exchange of the

Qatari Riyal to the U.S. dollar for the years 2004 to 2006 were as follows:

Year Buying Rate of U.S.$ Selling Rate of U.S.$

2004 QR3.6385 QR3.6415

2005 QR3.6385 QR3.6415

2006 QR3.6385 QR3.6415

The current buying rate for U.S.$ is QR 3.6385 and the current selling rate for U.S.$ is QR3.6415.

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TABLE OF CONTENTS

Presentation of Financial and Other Information................................................................... iii

Forward Looking Statements .................................................................................................. iv

Enforceability of Judgments .................................................................................................... v

Exchange Rate Information..................................................................................................... viiStructure Diagram and Cashflows........................................................................................... 1

Overview of the Offering ......................................................................................................... 3

Risk Factors............................................................................................................................. 14

Terms and Conditions of the Certificates................................................................................ 22

Global Certificate..................................................................................................................... 40

Use of Proceeds ....................................................................................................................... 42

ALAQARIA – Selected Financial Information ...................................................................... 43

ALAQARIA – Financial Review and Analysis ...................................................................... 45ALAQARIA – Business Description....................................................................................... 54

The Issuer ................................................................................................................................ 76

Overview of the State of Qatar................................................................................................ 77

Summary of the Principal Transaction Documents ................................................................ 81

Taxation................................................................................................................................... 88

Clearance and Settlement ........................................................................................................ 89

Subscription and Sale .............................................................................................................. 91

General Information ................................................................................................................ 94Appendix – Financial Statements ............................................................................................ F-1

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STRUCTURE DIAGRAM AND CASHFLOWS

The following is an overview of the structure and cashflows relating to the Certificates. This overview

does not purport to be complete and is qualified in its entirety by reference to, and must be read in

conjunction with, the detailed information appearing elsewhere in this Prospectus. Potential investors

should read the entire Prospectus, especially the risks in relation to investing in the Certificates discussed

under Risk Factors.

Declaration of Trust

Proceeds 1

Qatar Real EstateInvestment Company

Q.S.C.(Investment Manager)

Qatar Alaqaria Sukuk

Company

Certificateholders

Profit Distributions and Liquidity Amounts 3

Assets

Exercise Price 2

ProceedsPeriodic Distribution

Amounts and Redemption Amount

Qatar Real EstateInvestment

Company Q.S.C.(Obligor)

Declaration of Trust

Investment Management Agreement

Purchase and Sale

Undertakings

(Issuer and Trustee)

1 The Investment Manager will use the proceeds transferred to it by Qatar Alaqaria Sukuk Company to invest in accordance withthe Investment Management Agreement and purchase the Assets on the Closing Date.

2 Exercise Price shall be equal to the required Redemption Amount (as defined below).

3 The aggregate of the Profit Distributions and, as and when required, Liquidity Amounts paid under the Investment ManagementAgreement shall be equal to the Periodic Distribution Amounts.

Cashflows

Set out below is a simplified description of the principal cashflows underlying the transaction. Potential

investors are referred to the terms and conditions of the Certificates and the detailed descriptions of the

relevant Transaction Documents set out elsewhere in this document for a fuller description of certain

cashflows and for an explanation of the meaning of certain capitalised terms used below.

Payments by the Certificateholders and the Issuer

On the Closing Date, the Certificateholders will pay the issue price in respect of the Certificates to

Qatar Alaqaria Sukuk Company and Qatar Alaqaria Sukuk Company will transfer such sum to

ALAQARIA (in its capacity as investment manager, the Investment Manager) to be invested in

accordance with an agreed investment plan prepared by the Investment Manager. This investment

plan permits, amongst other matters, investments to be made in ALAQARIA’s business.

Periodic Payments by the Issuer

Prior to each Periodic Distribution Date, the Investment Manager shall distribute any profit generated

in accordance with the terms of the Investment Management Agreement to both Qatar Alaqaria

Sukuk Company and the Investment Manager. Such profit shall be distributed in accordance with the

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pre-agreed profit sharing percentages of the income from the Assets contained in the Investment

Management Agreement (such distributions, the Profit Distributions). Qatar Alaqaria Sukuk Company

shall apply its Profit Distribution on each Periodic Distribution Date to pay the Periodic Distribution

Amount due on such date. In the event that there is insufficient cash to pay the relevant ProfitDistribution due to Qatar Alaqaria Sukuk Company under the Investment Management Agreement,

the Investment Manager shall, in the absence of sufficient Excess Profit (as defined below) provide

Sharia compliant liquidity funding (the Liquidity Facility) to cover any such shortfall.

To the extent that the Profit Distribution payable to Qatar Alaqaria Sukuk Company is greater than

the corresponding Periodic Distribution Amount, the Investment Manager shall be entitled to retain

such excess (the Excess Profit) on behalf of Qatar Alaqaria Sukuk Company. Qatar Alaqaria Sukuk

Company shall be entitled at any time to demand payment of the Excess Profit. To the extent that

there is insufficient cash to pay any further Profit Distribution, the Investment Manager shall be

entitled to use any Excess Profit to pay the shortfall prior to providing the Liquidity Facility. Any

remaining Excess Profit (following redemption of the Certificates in full) shall be retained by theInvestment Manager for its own account by way of an incentive payment.

Redemption Payments

On the Scheduled Redemption Date, Qatar Alaqaria Sukuk Company (or the Delegate on its behalf)

will have the right to require ALAQARIA (as obligor under the Purchase Undertaking) to purchase

all of the Assets, and the Exercise Price payable by ALAQARIA is intended to fund the Redemption

Amount (as defined below) payable by the Issuer under the Certificates.

The Trust may be dissolved prior to the Scheduled Redemption Date in full following a Dissolution

Event. In such circumstances, the amounts payable by Qatar Alaqaria Sukuk Company on the

relevant Redemption Date will be funded by requiring ALAQARIA (as obligor under the Purchase

Undertaking) to purchase all of the Assets, and pay the corresponding Exercise Price to (or to the

order of) Qatar Alaqaria Sukuk Company.

In addition the Trust may be dissolved prior to the Scheduled Redemption Date for Cayman Islands

or Qatar tax reasons. In such circumstances, the amounts payable by Qatar Alaqaria SukukCompany on the relevant Redemption Date will be funded by ALAQARIA’s purchase of all of the

Assets (as contemplated by the Sale Undertaking) and payment of the corresponding Exercise Price to

(or to the order of) Qatar Alaqaria Sukuk Company.

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OVERVIEW OF THE OFFERING

The following overview does not purport to be complete and is qualified in its entirety by reference to,

and must be read in conjunction with, the detailed information appearing elsewhere in this Prospectus.

Reference to a Condition is to a numbered condition of the Terms and Conditions of the Certificates.

Certificateholders should note that, through a combination of the Investment Management

Agreement, the Purchase Undertaking and the Sale Undertaking, the ability of Qatar Alaqaria Sukuk

Company to pay and/or deliver amounts due under the Certificates will depend, among other things,

on ALAQARIA complying with its obligations under the Transaction Documents to which it is aparty.

Parties

Issuer Qatar Alaqaria Sukuk Company (an exempted limited

liability company incorporated in the Cayman Islands) (insuch capacity, the Issuer).

The authorised share capital of the Issuer is U.S.$50,000

consisting of 50,000 shares with a nominal value of U.S.$1.00

each. 250 of the Issuer’s shares have been issued and are held

by Maples Finance Limited on trust for charitable purposes.

ALAQARIA Qatar Real Estate Investment Company Q.S.C., a public

corporation established by Emiri Decree No. 49 issued on 3

July 1995.

Investment Manager ALAQARIA (in such capacity, the Investment Manager).

Obligor ALAQARIA (in such capacity, the Obligor).

Sole Bookrunner and Lead Manager HSBC Bank plc.

Senior Co-Lead Managers Masraf Al Rayan, Qatar International Islamic Bank and

Qatar Islamic Bank

Co-Lead Managers Emirates Bank International PJSC, Gulf International Bank

B.S.C., Mashreqbank psc, National Bank of Abu Dhabi

P.J.S.C. and Landsbanki Islands hf.

Trustee Qatar Alaqaria Sukuk Company will act as trustee (in such

capacity, the Trustee) in respect of the Trust Assets (as defined

below) for the benefit of Certificateholders in accordance with

the Declaration of Trust and the Conditions. Under the

Declaration of Trust, the Trustee will unconditionally andirrevocably delegate certain of its present and future duties,

powers, trusts, authorities and discretions under the

Declaration of Trust to the Delegate (with effect from the

Closing Date).

Delegate HSBC Trustee (C.I.) Limited will act as delegate of the

Trustee (in such capacity, the Delegate) in respect of certain of

the Trustee’s functions under the Declaration of Trust.

Principal Paying Agent, Transfer Agent,

Calculation Agent and Replacement

Agent

Qatar Alaqaria Sukuk Company will appoint HSBC Bank plc

as the principal paying agent, transfer agent, calculation agent

and replacement agent (each an Agent and together the

Agents). The principal paying agent may appoint further

paying agents (together the Paying Agents) for the purposesof effecting payment to Certificateholders under the

Conditions.

In acting under the Agency Agreement and in connection

with the Certificates the Paying Agents shall act solely as

agents of the Issuer and Trustee and do not assume any

obligations towards or relationship of agency or trust for or

with any Certificateholders.

Registrar HSBC Bank plc.

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Summary of the Transaction Documents

Investment Management Agreement Pursuant to the investment management agreement (the

Investment Management Agreement) dated on or about the

Closing Date and entered into between the Investment

Manager and Qatar Alaqaria Sukuk Company, Qatar

Alaqaria Sukuk Company shall appoint the Investment

Manager to manage and invest (with discretionary

authority) the proceeds of the sale of the Certificates (the

Capital). The Capital shall be invested on the Closing Date inaccordance with an investment plan prepared by the

Investment Manager in the form attached to the Investment

Management Agreement (the Investment Plan). The

Investment Plan provides that, among other things, part of

the Capital shall always be invested in Property (as defined

below).

Pursuant to the Investment Management Agreement, the

Investment Manager shall be entitled to commingle its own

assets with the Assets (as defined below).

In addition, the Investment Manager shall agree to pay QatarAlaqaria Sukuk Company an amount equal to any tax

liability imposed by the State of Qatar arising in respect of, or

by reference to, any income, profits or gains arising in respect

of the investments made by the Investment Manager on

behalf of Qatar Alaqaria Sukuk Company.

Assets The Investment Manager shall invest the Capital on the

Closing Date in tangible and non-tangible assets (the Assets)

that the Investment Manager determines to be Sharia

compliant in accordance with the Investment Plan. The

Investment Manager shall undertake that from, and

including, the Closing Date not less than one third of the

Capital shall be invested in Tangible Assets (as defined

below). A schedule of the initial values (as determined inaccordance with the agreed valuation methodology set out in

the Investment Plan, the Initial Value) of the Assets as at the

Closing Date shall be annexed to the Investment Plan.

For the purposes of the foregoing:

Cash means, at any time, cash in hand or cash at bank.

Eligible Shares means any and all shares, interests,

partnership interests (whether general or limited),participations, rights in or other equivalents (however

designated) in any equity and any other interest or

participation that confers a right to receive a share of

the profits and losses, or distributions of assets of any

person which, in each case, the Investment Manager

determines (in accordance with the terms of the

Investment Management Agreement) are Sharia

compliant.

Non-QP Property means any property development or

project undertaken on property other than QP Property.

Non-Tangible Assets means any Assets other than

Tangible Assets and Cash.

Other Tangible Assets means any tangible assets other

than QP Property, Non-QP Property and Eligible

Shares.

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QP Property means any property development or

project on property owned or controlled by Qatar

Petroleum.

Tangible Assets means any and all QP Property,

Non-QP Property, Eligible Shares and Other Tangible

Assets but, for the avoidance of doubt, not includingany Non-Tangible Assets or Cash.

Neither Qatar Alaqaria Sukuk Company nor the Managers areresponsible for the performance or the profitability of the Assets

or the share and amount of the profit distributions made to the

Issuer. Further, the Managers do not make any representation

or accept any responsibility as to the feasibility of the

Investment Plan or whether its objectives can or will be

achieved.

Purchase of Assets Under the terms of the Investment Management Agreement,

ALAQARIA shall be entitled to purchase any Asset at any

time prior to the Redemption Date at its Initial Value

provided that:

(a) no Event of Default or Dissolution Event has occurred

and is continuing and no Exercise Notice has been

served under either the Purchase Undertaking or theSale Undertaking;

(b) the Investment Manager certifies in writing to theDelegate that (i) no Event of Default or Dissolution

Event has occurred or is continuing, (ii) no Exercise

Notice has been served under the Purchase Undertaking

or Sale Undertaking, and (iii) immediately following the

proposed purchase, the aggregate of the Initial Value of

the remaining Tangible Assets shall constitute not less

than U.S.$100,000,000 (being one third of the Capital).

In the event that the aggregate of the Initial Value of theremaining Tangible Assets is less than

U.S.$100,000,000, the Investment Manager will be

required to confirm that the Value of all remaining

Tangible Assets is U.S.$100,000,000 (being one third of

the Capital) or more, and any valuation of the

remaining Tangible Assets shall be undertaken on a

basis that is consistent with the valuation methodology

used in determining Initial Values (provided always thatthe Investment Manager shall be required to request a

valuation from an Independent Appraiser to confirm

the relevant Value of any Non-QP Property and/or

Other Tangible Assets). In addition, the certification of

the Investment Manager shall, except in the case of

manifest or proven error, be deemed conclusive and

binding.

ALAQARIA and the Trustee shall enter into a sale

agreement, evidencing the sale of such Assets to

ALAQARIA, and the purchase price payable shall bedeferred until the Certificates have been redeemed in full.

The purchase price due shall be set off against the incentive

fees due to the Investment Manager on such date, and

accordingly no cash payment will be made on the date of

acquisition of such Asset by ALAQARIA.

For the purposes of the foregoing:

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Value means:

(a) in respect of QP Property, the book value ascribed

thereto in the Relevant Accounts;

(b) in respect of unlisted Eligible Shares, the book

value ascribed thereto in the Relevant Accounts;

(c) in respect of listed Eligible Shares, the closing

price of such Eligible Shares on the relevantexchange on the relevant trading day;

(d) in respect of Non-QP Property, the market value

ascribed thereto by an Independent Appraiser (in

a valuation dated no earlier than 6 months prior to

the date of the Investment Manager’s certification)

or, in the event it is not possible to obtain a

valuation by an Independent Appraiser, the book

value ascribed thereto in the Relevant Accounts;

(e) in respect of Other Tangible Assets, the market

value ascribed thereto by an IndependentAppraiser (in a valuation dated no earlier than 6

months prior to the date of the Investment

Manager’s certification) or, in the event it is not

possible to obtain a valuation by an Independent

Appraiser, the book value ascribed thereto in the

Relevant Accounts;

(f) in respect of Cash, the book value ascribed thereto

in the Relevant Accounts; and

(g) in respect of other Non-Tangible Assets, such

other valuation methodology as may be selectedby the Investment Manager (acting reasonably).

Independent Appraiser means any independent firm of

property surveyors, appraisers or assessors, in each case,

suitably qualified and selected by the Investment

Manager.

Relevant Accounts means, at any time, the most recently

available annual audited or interim reviewed financial

statements of ALAQARIA, prepared in accordance

with International Financial Reporting Standards.

Profit distribution The terms of the Investment Plan contemplate that the

Investment Manager’s investments will generate a profitwhich shall be distributed by it two Business Days prior to

each Periodic Distribution Date in accordance with the

following proportions:

Qatar Alaqaria Sukuk Company 90 per cent.

Investment Manager 10 per cent.

In the event that there is insufficient cash to pay the relevant

Profit Distributions by Qatar Alaqaria Sukuk Company in

accordance with the Investment Management Agreement, the

Investment Manager will, in the absence of sufficient Excess

Profit (as defined below), provide Sharia compliant liquidity

funding (the Liquidity Facility) to ensure that Qatar AlaqariaSukuk Company receives the payment expected under the

Investment Plan. All amounts advanced under the Liquidity

Facility shall only be repayable on the Redemption Date.

If such Profit Distribution payable to Qatar Alaqaria Sukuk

Company is greater than the relevant Periodic Distribution

Amount, the Investment Manager shall be entitled to retain

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such excess profit (the Excess Profit) and hold it on behalf of

Qatar Alaqaria Sukuk Company provided that

Qatar Alaqaria Sukuk Company shall, at any time, be

entitled to demand payment to it of any Excess Profit.

To the extent that there is insufficient cash to pay any further

Profit Distributions, the Investment Manager shall be entitled

to first use any Excess Profit to pay the shortfall prior to

providing the Liquidity Facility. Any remaining Excess Profit

(following redemption of the Certificates in full) shall be

retained by the Investment Manager for its own account by

way of an incentive payment.

All Excess Profits generated by the investments undertaken inaccordance with the Investment Plan shall be recorded in the

accounts the Investment Manager maintains in accordance

with the Investment Management Agreement.

Purchase Undertaking The Obligor shall execute the Purchase Undertaking in favour

of Qatar Alaqaria Sukuk Company. Under the Purchase

Undertaking, the Obligor undertakes that, upon Qatar

Alaqaria Sukuk Company (or the Delegate on its behalf)

exercising its option to oblige the Obligor to purchase all ofQatar Alaqaria Sukuk Company’s rights, benefits and

entitlements in and to the Assets (including, without

limitation, any claim under the Investment Management

Agreement in respect of the Assets), the Obligor shall enter

into an agreement to purchase the same on the relevant

Exercise Date following the issue of an exercise notice by

Qatar Alaqaria Sukuk Company under the Purchase

Undertaking. Such exercise notice shall be in the formprescribed by the terms of the Purchase Undertaking.

On exercise of Qatar Alaqaria Sukuk Company’s option

under the Purchase Undertaking immediately preceding the

Scheduled Redemption Date or, as the case may be, the Early

Redemption Date, the Obligor shall purchase all of Qatar

Alaqaria Sukuk Company’s rights, benefits and entitlements

in and to the Assets (including, without limitation, any claim

under the Investment Management Agreement in respect ofthe Assets) at a cash exercise price equal to the Exercise Price

(as defined below).

Covenants and Events of Default The Purchase Undertaking also contains certain covenants of

the Obligor including, but not limited to, maintenance of a

minimum Consolidated Tangible Net Worth (as defined

below) and restrictions on the grant of Security (as defined

below). These are set out in full in the section Summary of thePrincipal Transaction Documents below.

In addition, the Purchase Undertaking contains certain events

of default. These are set out in full in the definition of Event

of Default contained in the Conditions. See Condition 22

(Definitions).

Sale Undertaking Qatar Alaqaria Sukuk Company shall execute a sale

undertaking (the Sale Undertaking) in favour of

ALAQARIA. Pursuant to the Sale Undertaking, subject to

Qatar Alaqaria Sukuk Company being entitled to redeem theCertificates early pursuant to Condition 6.3 (Redemption for

Taxation Reasons), ALAQARIA may, by exercising its

option under the Sale Undertaking and serving notice on

Qatar Alaqaria Sukuk Company no later than 45 days and

not earlier than 60 days prior to the Tax Redemption Date,

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oblige Qatar Alaqaria Sukuk Company to sell and assign all

of Qatar Alaqaria Sukuk Company’s rights, benefits and

entitlements in and to the Assets (including, without

limitation, any claim under the Investment ManagementAgreement in respect of the Assets) to ALAQARIA at a cash

exercise price equal to the Exercise Price (as defined below) on

the Exercise Date (as defined below).

Exercise Price For the purposes of the Sale Undertaking and the PurchaseUndertaking, the Exercise Price payable by the Obligor shall

be an amount (in U.S. dollars) equal to the aggregate of the

Property Exercise Price, the Securities Exercise Price and the

Remaining Assets Exercise Price less any Liquidity Amount.

For these purposes:

Exercise Date means the date on which an Exercise

Notice is delivered to ALAQARIA in accordance with

the Purchase Undertaking or the Sale Undertaking

respectively.

Liquidity Amount means the amount in U.S. dollars (if

any) owed by Qatar Alaqaria Sukuk Company to the

Investment Manager on the Exercise Date under the

liquidity facility made available to Qatar Alaqaria

Sukuk Company by the Investment Manager pursuantto the terms of the Investment Management Agreement.

Property means as at the Exercise Date, those Assets

that are QP Property and Non-QP Property, for the

avoidance of doubt, not including any Cash.

Property Exercise Price means the greater of:

(a) U.S.$1,000; and

(b) an amount in U.S. dollars calculated as

follows:

PEP = (RA + LA) – (RAEP + SEP)

Where:

LA means Liquidity Amount

PEP means Property Exercise Price

RA means Redemption Amount

RAEP means Remaining Assets Exercise

Price

SEP means the Securities Exercise Price

Redemption Amount has the meaning given in

Condition 22.

Remaining Assets means the Assets (as at the Exercise

Date) which are not either Property or Eligible Shares.

Remaining Assets Exercise Price means an amount

(in U.S. dollars) equal to the Value of the Capital that

was not invested in either Property or Eligible Shares.

Securities Exercise Price means an amount

(in U.S. dollars) equal to the Value of the Eligible

Shares as at the Exercise Date.

Summary of the Certificates

Certificates U.S.$300,000,000 Trust Certificates due 2012 (theCertificates)

Closing Date 2 August 2007

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Scheduled Redemption Date 2 August 2012

Issue Price 100 per cent. of the aggregate principal amount of the

Certificates.

Status Each Certificate represents an undivided beneficial ownership

in the Trust Assets held on trust for the holders of such

Certificates pursuant to the Declaration of Trust and will

rank pari passu, without any preference, with the otherCertificates. The Certificates are limited recourse obligations

of Qatar Alaqaria Sukuk Company (see Condition 3 (Status

and Limited Recourse) and Condition 14 (Enforcement and

Exercise of Rights)).

Periodic Distribution Dates 2 August, 2 November, 2 February and 2 May of each year

commencing 2 November 2007 or if any such day is not a

Business Day, the following Business Day unless it would

thereby fall into the next calendar month, in which event such

day shall be the immediately preceding Business Day.

For the purposes of the foregoing:

Business Day means a day (other than a Friday) on

which commercial banks and foreign exchange markets

are open for general business in Doha, London and, if a

payment in U.S. dollars is required on such day, NewYork.

Periodic Distributions On each Periodic Distribution Date, Certificateholders will

receive a distribution in relation to the Certificates from

moneys received in respect of the Trust Assets equal to the

product of (a) the Margin plus LIBOR; (b) the Aggregate

Face Amount; and (c) the actual number of days in the related

Periodic Distribution Period divided by 360 (the Periodic

Distribution Amount). See Condition 5 (Periodic

Distributions).

For the purposes of the foregoing:

Aggregate Face Amount means, at any time, theaggregate principal amount of the outstanding

Certificates which shall be U.S.$300,000,000.

LIBOR means for each Periodic Distribution Date, the

London inter-bank offered rate for three-month U.S.

dollar deposits determined in accordance with

Condition 5.2 (LIBOR Determinations).

Margin means 0.73 per cent. per annum.

Periodic Distribution Period means the period from and

including the Closing Date to but excluding the first

Periodic Distribution Date and each successive period

from and including a Periodic Distribution Date to but

excluding the immediately following Periodic

Distribution Date.

Redemption Unless previously redeemed, the Certificates shall be

redeemed in full by Qatar Alaqaria Sukuk Company on theScheduled Redemption Date in full in cash for an amount

equal to the aggregate principal amount of the Certificates

then outstanding plus all unpaid accrued Periodic

Distribution Amounts as of such date (the Redemption

Amount) and the Trust shall be dissolved following such

payment in full.

See Condition 6.1 (Scheduled Redemption).

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Dissolution Event – Early Redemption Following the occurrence of a Dissolution Event, the

Certificates may, subject to Condition 13, be redeemed in

full on the Early Redemption Date in cash at the Redemption

Amount, and the Trust shall be dissolved following suchpayment in full.

See Condition 6.2 (Dissolution Event – Early Redemption).

Redemption for Taxation Reasons Where either:

(a) Qatar Alaqaria Sukuk Company has or will become

obliged to pay any additional amounts pursuant toCondition 11 (Taxation) as a result of the change to any

tax law: or

(b) either the Obligor or the Investment Manager has or

will become obliged to pay any additional amounts

pursuant to the terms of either the Purchase

Undertaking or, as the case may be, the Investment

Management Agreement,

Qatar Alaqaria Sukuk Company will, provided that

ALAQARIA has exercised its option under the Sale

Undertaking, be entitled to redeem all the Certificates at the

Redemption Amount.

See Condition 6.3 (Redemption for Tax Reasons).

Role of the Delegate The Delegate shall be appointed pursuant to the Declarationof Trust to act as delegate of the Trustee in respect of certain

of the Trustee’s functions under the Declaration of Trust

including, without limitation, the power to take all necessary

action on the Trustee’s behalf under any of Condition 13

(Dissolution Events), Condition 14 (Enforcement and Exercise

of Rights), Condition 17 (Meetings and Waivers) and the

power to make certain confirmations in respect of a sale of an

Asset to ALAQARIA (at its Initial Value) in accordance withthe terms of the Investment Management Agreement. The

Trustee’s delegation of such functions shall be irrevocable and

unconditional, and shall take effect as from the Closing Date.

Form and Delivery of the Certificates The Certificates will be represented by interests in the Global

Certificate deposited with a common depositary for Euroclear

and Clearstream, Luxembourg.

Individual Certificates evidencing holdings of Certificates willonly be issued in exchange for interests in the Global

Certificate in certain limited circumstances.

See Global Certificate and Clearance and Settlement.

Clearance and Settlement Holders of the Certificates may elect to hold their interest in

the Global Certificate in book-entry form through each of

Euroclear or Clearstream, Luxembourg. Transfers within

Clearstream, Luxembourg or Euroclear will be in accordancewith the usual rules and operating procedures of the relevant

clearance system. See Clearance and Settlement.

Denominations The Certificates will be issued in minimum denominations of

U.S.$100,000 and integral multiples of U.S.$1,000 in excess

thereof.

The Trust Assets Pursuant to the Declaration of Trust, Qatar Alaqaria SukukCompany will declare a trust (the Trust) for the benefit of the

Certificateholders over all of its rights, title, interest and

benefit, present and future, in, to and under the Assets and

each of the Transaction Documents (other than the

Declaration of Trust and in relation to any representations

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given to Qatar Alaqaria Sukuk Company by the Obligor or

the Investment Manager pursuant to any of the Transaction

Documents), all moneys, which may now be, or hereafter

from time to time are, standing to the credit of theTransaction Account and all proceeds of the foregoing

(together, the Trust Assets).

Transaction Account All payments by either the Investment Manager or the

Obligor to Qatar Alaqaria Sukuk Company for the

Certificateholders under each Transaction Document to

which it is party will be deposited into a Shariah compliant

account of Qatar Alaqaria Sukuk Company maintained for

such purpose (the Transaction Account).

The Principal Paying Agent will maintain the Transaction

Account on behalf of the Trust. Distributions of moneys

deriving from the Trust Assets will be made to the

Certificateholders from funds standing to the credit of theTransaction Account.

Priority of Distributions On each Periodic Distribution Date or on a date specified in

accordance with those Certificates for the redemption of theCertificates (each a Redemption Date), the Trustee shall apply

the moneys standing to the credit of the Transaction Account

in the following order of priority:

(a) first, to pay the Delegate an amount equal to any sum

payable to it on account of its properly incurred fees,

costs, charges and expenses and to pay or provide for

the payment or satisfaction of any Liability incurred (or

reasonably expected to be incurred) by the Delegate

pursuant to the Declaration of Trust or in connection

with any of the other Transaction Documents or theCertificates, if any, arising on or after the occurrence of

a Dissolution Event;

(b) second, only if payment is due on a PeriodicDistribution Date, to the Principal Paying Agent for

application in or towards payment pari passu and

rateably of all Periodic Distribution Amounts due but

unpaid;

(c) third, only if such payment is on a Redemption Date, to

the Principal Paying Agent for application in or towards

payment pari passu and rateably of the Redemption

Amount;

(d) fourth, only if such payment is on a Redemption Date,

to pay the Investment Manager any outstanding

Liquidity Amounts;

(e) fifth, only if such payment is on the Scheduled

Redemption Date, in payment of the surplus (if any)

to the Investment Manager.

Limited Recourse Each Certificate represents solely an undivided beneficial

ownership interest in the Trust Assets. No payment and/or

delivery of any amount whatsoever shall be made in respect ofthe Certificates by the Trustee or the Trust or any agents

thereof except to the extent that funds are available therefor

from the Trust Assets. Proceeds of the Trust Assets are the

sole source of payments on the Certificates. See Condition 3.2

(Limited Recourse).

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Costs Undertaking Pursuant to the costs undertaking (the Costs Undertaking) to

be executed by ALAQARIA, ALAQARIA will agree to pay

certain fees and expenses arising in connection with the issue

of the Certificates.

Withholding Tax All payments in respect of either the Purchase Undertaking orthe Investment Management Agreement shall be made

without withholding or deduction for, or on account of, any

present or future taxes, levies, duties, fees, assessments or

other charges of whatever nature, and all charges, penalties or

similar liabilities with respect thereto (Taxes) unless the

withholding or deduction of such Taxes is required by law. In

such event the Obligor will be required pursuant to the

Purchase Undertaking, and the Investment Manager will berequired pursuant to the Investment Management

Agreement, to pay to Qatar Alaqaria Sukuk Company

additional amounts (which amounts will be applied towards

payment in respect of the Certificates) so that Qatar Alaqaria

Sukuk Company will receive the full amount which would

otherwise be due and payable.

All payments in respect of the Certificates shall be made

without withholding or deduction for, or on account of,

Taxes imposed or levied by or on behalf of a Relevant

Jurisdiction unless the withholding or deduction of suchTaxes is required by law. In such event, the Obligor will be

required pursuant to the terms of the Purchase Undertaking,

and the Investment Manager will be required pursuant to the

Investment Management Agreement, to pay to Qatar

Alaqaria Sukuk Company additional amounts as may be

necessary, so that the full amount which otherwise would

have been due and payable under the Certificates is received

by the Certificateholders.

For the purposes of the foregoing:

Relevant Jurisdiction means the State of Qatar and the

Cayman Islands or any political subdivision or anyauthority thereof or therein having power to tax.

See Condition 11 (Taxation).

Use of Proceeds The proceeds of the issue of the Certificates will be transferredby Qatar Alaqaria Sukuk Company to the Investment

Manager to be invested by the Investment Manager in

accordance with the Investment Plan and the terms of the

Investment Management Agreement.

Listing Application has been made to the UK Listing Authority for

the Prospectus to be approved as a prospectus for the

purposes of the Prospectus Directive and for the Certificates

to be admitted to the Official List and to the London Stock

Exchange for such Certificates to be admitted to trading on

the Market. See General Information.

Rating The Certificates are expected to be assigned a rating of A2 byMoody’s and BBB+ by Fitch. A rating is not a

recommendation to buy, sell or hold securities, does not

address the likelihood or timing of repayment and may be

subject to revision, suspension or withdrawal at any time by

the assigning rating organisation.

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Certificateholder Meetings A summary of the provisions for convening meetings of

Certificateholders to consider matters relating to their

interests as such are set forth under Condition 17 (Meetings

of Certificateholders, Modification, Waiver, Authorisation and

Determination).

Tax Considerations See Taxation for a description of certain Qatari, CaymanIsland and European Union tax considerations applicable to

the Certificates.

Selling Restrictions There are certain restrictions on the offer, sale and transfer of

the Certificates (including in the United States, the United

Kingdom and the Cayman Islands) which are set forth under

Subscription and Sale.

Transaction Documents The Transaction Documents are the Investment Management

Agreement, the Purchase Undertaking, the Sale Undertaking,

the Declaration of Trust, the Costs Undertaking, the Agency

Agreement, the Certificates and any other agreements and

documents delivered or executed in connection therewith

(each as defined in the Conditions).

Governing Law and jurisdiction The Transaction Documents will be governed by English law.

The courts of England shall have non-exclusive jurisdiction to

settle any dispute arising out of or in connection with theTransaction Documents provided always that, in respect of

certain Transaction Documents, the relevant parties agree

that if the Trustee (or Delegate acting as its agent) so requires,

any claim or dispute shall be referred to (and resolved by) an

arbitration pursuant to the Rules of Arbitration of the

International Chamber of Commerce.

Waiver of Sovereign Immunity ALAQARIA acknowledges in the Transaction Documents to

which it is a party that the transactions contemplated by the

Transaction Documents are commercial transactions and to

the extent that it may in any jurisdiction claim for itself or itsassets or revenues immunity from suit, execution, attachment

(whether in aid of execution, before judgment or otherwise) or

other legal process and to the extent that such immunity

(whether or not claimed) may be attributed to it or its assets

or revenues, it agrees not to claim and irrevocably and

unconditionally waives such immunity in relation to any

proceedings.

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RISK FACTORS

Prior to making an investment decision, prospective purchasers of the Certificates should consider

carefully, in light of the circumstances and their investment objectives, the information contained in this

entire Prospectus. Prospective purchasers should nevertheless consider, among other things, the investment

considerations relating to the State of Qatar, Qatar Alaqaria Sukuk Company and ALAQARIA not

normally associated with investments in other countries and other issuers, including those set out below.

Each of Qatar Alaqaria Sukuk Company and ALAQARIA believes that the factors described below

represent the material risks inherent in investing in the Certificates, but Qatar Alaqaria Sukuk Company

and ALAQARIA do not represent that such statements below regarding the risks of holding any

Certificates are exhaustive. Prospective investors should also read the detailed information set out

elsewhere in this Prospectus and reach their own views prior to making any investment decision.

Prospective investors should also consult their own financial and legal advisers about risks associated

with an investment in any Certificates and the suitability of investing in such Certificates in light of their

particular circumstances, without relying on Qatar Alaqaria Sukuk Company, ALAQARIA or the

Managers. Investors are advised to make, and will be deemed by the Managers, Qatar Alaqaria Sukuk

Company and ALAQARIA to have made, their own investigations in relation to such factors before

making any investment decisions in relation the Certificates.

Risk Factors relating to Qatar

General Risk; Emerging Market Risk

The Issuer and ALAQARIA have all of their respective operations and all of their respective assets in

Qatar and, accordingly, the Issuer’s and ALAQARIA’s business may be affected by the financial,

political and general economic conditions prevailing from time to time in Qatar and/or the MiddleEast generally. Moreover, investors should note that the Issuer’s and ALAQARIA’s business and

financial performance could be adversely affected by political, economic and related developments

both within and outside countries in which the Issuer and ALAQARIA operate because of the inter-

relationship with global markets.

Investors should also be aware that investments in emerging markets, such as Qatar, are subject to

greater risks than investments in more developed markets, including in some cases significant legal,

economic and political risks. Moreover, although economic conditions are different in each country,

investors’ reactions to developments in one country may affect securities of issuers in other countries,including Qatar. Accordingly the market prices of Certificates may be subject to significant

fluctuations, which may not necessarily be related to the financial performance of either the Issuer or

ALAQARIA. Investors should exercise particular care in evaluating the risks involved and must

decide for themselves whether, in light of those risks, their investment is appropriate. Generally, an

investment in Certificates is only suitable for sophisticated investors who fully appreciate the

significance of the risks involved.

Political, Economic and Related Considerations

While historically Qatar has enjoyed significant economic growth and relative political stability, there

can be no assurance that such growth or stability will continue, particularly in light of regional strife

and instability. ALAQARIA may also be adversely affected generally by political and economic

developments in or affecting Qatar or the region.

Moreover, although the Qatari government’s policies have generally resulted in improved economic

performance, no assurance can be given that the Qatari government will not implement regulations,

fiscal or monetary policies, including policies or regulations, or new legal interpretations of existing

policies or regulations, relating to or affecting taxation, interest rates or exchange controls, or

otherwise take actions, which could have a material adverse effect on such performance and, in turn,

on ALAQARIA’s business, financial condition, results of operations or prospects which could

adversely affect the market price and liquidity of the Certificates.

In addition, much of the revenue of Qatar is generated by the delivery of oil and gas services. Theflow of revenue could be disrupted or affected by the occurrence of events or circumstances such as

war, terrorist activity, attacks on oil installations and other similar events.

ALAQARIA’s business may be affected if there are political, economic or social events that prevent

ALAQARIA from delivering its services. It is not possible to predict the occurrence of events or

circumstances such as or similar to war, terrorist activity or other regional conflict or turmoil or the

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impact of such events or circumstances and no assurance can be given that ALAQARIA would be

able to sustain its current profit levels if such events or circumstances were to occur.

Risk Factors relating to ALAQARIA’s business

Rapid Growth

ALAQARIA continues to consolidate its position in the market by expanding its property

investments and plans to acquire stakes in related sectors. See ALAQARIA – Business Description.

Such expansion may entail significant investment, as well as increased operating costs. There is no

guarantee that ALAQARIA will be able to achieve a positive return on the investment it makes in

the development of its business.

Overall growth in ALAQARIA’s business will require greater allocation of management resourcesaway from daily operations, continued development of ALAQARIA’s financial and information

management control systems, continued training of management and other personnel, adequate

supervision and maintenance of consistency in the provision of client services. If ALAQARIA fails to

manage its growth in this fashion, this failure may have a material adverse effect on its business,

financial condition, results of operations and prospects.

Dependence on Key Personnel

ALAQARIA’s success in growing its business will depend, in part, on its ability to continue to

attract, retain and motivate qualified and skilled personnel. ALAQARIA relies on its senior

management for the implementation of its strategy and its day-to-day operations. Competition for

skilled personnel, especially at the senior management level, is intense due to a disproportionately lownumber of available qualified and/or experienced individuals compared to demand. If ALAQARIA is

unable to retain key members of its senior management and cannot hire new qualified personnel in a

timely manner, this could have a material adverse effect on the business, results of operations,

financial condition or prospects of ALAQARIA and could, in turn, adversely affect the market price

and liquidity of the Certificates.

Residual Value

The liquidation value of the properties owned, completed and leased by ALAQARIA may be

adversely affected by risks generally incidental to interests in real property, including, but not limited

to, (i) changes in political and economic conditions or in specific industry segments; (ii) a decline in

property values; (iii) a decline in rental or occupancy rates; (iv) an increase in interest rates; (v)changes in governmental rules, regulations and fiscal and other policies; (vi) terrorism; (vii) flooding;

and (viii) other factors which are beyond the control of ALAQARIA.

Insurance

Insurance during the construction phase of ALAQARIA’s development projects is taken out by

ALAQARIA’s contractors, and ALAQARIA is named as a loss payee on the relevant policy. On

completion of a development project, ALAQARIA obtains certain insurances covering property risk,

loss of income and workmen compensation (the Insurance Policies). The insured risks comprise,

principally, typical property insurance risks for properties of the type owned by ALAQARIA. The

Insurance Policies are due to expire on varying dates depending on the policy with tacit renewal for a

certain period thereafter. No assurances can be given that the Insurance Policies will be renewed onthe same terms or will be renewed at all. The amount of cover provided under the Insurance Policies

varies and deductibles apply.

In addition certain types of risks and losses (for example, losses resulting from terrorism) are not

economically insurable or are not covered by the Insurance Policies. If an uninsured or uninsurable

loss were to occur, ALAQARIA might not have sufficient funds to repay in full all amounts owing

by it under the Transaction Documents.

Environment Risks

If an environmental liability arises in relation to any project owned, operated or leased byALAQARIA and it is not remedied, or it is not capable of being remedied, this may adversely affect

such project and the business of ALAQARIA (either because of the cost implications for

ALAQARIA or because of disruption to services provided at the relevant project or property). It

may also result in a reduction of the value of the relevant project or property or affect the ability of

ALAQARIA to dispose of such project or property.

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General

Real property investments are subject to varying degrees of risk. Rental revenues, property values and

the demands of tenants are affected by changes in the general economic climate and local conditionssuch as an over supply of space, a reduction in demand for residential or commercial property in an

area, competition from other available space or increased operating costs. Rental revenues and

property values are also affected by such factors as political developments, government regulations

and changes in planning laws or policies or tax laws, interest rate levels, inflation, wage rates, levels

of employment and the availability of credit. Further, the ability to attract the appropriate types of

numbers of purchasers or tenants paying rent levels sufficient to allow ALAQARIA to make

payments under the Transaction Documents will be dependent, among other things, on the

performance generally of the real property market in Qatar. Rental revenues and values are sensitiveto such factors which can sometimes result in rapid, substantial increases and decreases in rental and

valuation levels. Any resulting decline in market value may adversely affect the ability of

ALAQARIA to meet its obligations under the Transaction Documents.

Strategy

The growth strategy of ALAQARIA is based on certain assumptions relating to, inter alia, economicconditions, market for rental properties and labour camps, and demographic conditions in Qatar.

Although ALAQARIA has no reason to believe that these assumptions are inappropriate, it cannot

be excluded that these assumptions turn out to be incorrect. This could, for example, have an impact

on the rental income available to ALAQARIA and the value of its projects, which could affect its

ability to make payments under the Transaction Documents.

Regulatory

ALAQARIA is subject to varying degrees of local, regional and national regulation, covering

environmental, safety and maintenance standards, and other factors that affect the property market.

There can be no assurance that such laws or regulations or the interpretation or enforcement of or

change in any such laws or regulations will not have an adverse effect on the value of the projects or

require ALAQARIA to incur additional costs or otherwise adversely affect the management of its

projects, which could adversely affect the results of operations and financial condition of

ALAQARIA.

Significant contributions from a major customer

A significant proportion of ALAQARIA’s revenue comes from Qatar Petroleum and its affiliates

which contribute significantly to ALAQARIA’s business and revenue. The loss of Qatar Petroleum

(or its affiliates) as a customer may adversely affect ALAQARIA’s existing operations and thereby

have a material adverse effect on its business, financial condition, operating results and the future

prospects and could cause the price of the Certificates to fall.

In addition, ALAQARIA’s relationship with Qatar Petroleum (and its affiliates), the government of

Qatar and certain Qatari government joint venture and state owned entities has contributed

significantly to the growth of ALAQARIA’s business and revenues. There can be no guarantee that

this relationship will continue on the same basis in the future.

Counterparty credit risk

A significant proportion of ALAQARIA’s current business is derived from customers involved in the

oil and gas industry. The results of such companies would be affected by international oil and natural

gas prices, which have fluctuated widely over the past two decades. International prices for natural

gas have fluctuated significantly in the past depending upon global supply and demand and theavailability and price of alternative energy sources. International prices for crude oil have also

fluctuated substantially as a result of many factors, including global and regional economic and

political developments in crude oil-producing regions, particularly the Middle East, demand for oil

and natural gas, changes in governmental regulations, weather, general economic conditions and

competition from other energy sources.

In addition, certain of ALAQARIA’s key clients are subject to various governmental and

environmental regulations and policies wherever they operate. Changes in such regulations and/or

policies may materially affect their financial performance or operations and therefore this could

impact on their ability to perform under the contractual arrangements with ALAQARIA.

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ALAQARIA is subject to project development and approval risks

There are a number of construction, financing, operating and other risks associated with project

developments in the jurisdictions in which ALAQARIA operates. Projects of the types undertaken byALAQARIA typically require substantial capital expenditures during the construction phase and

usually take many months, sometimes years, before they become operational and generate revenue.

The time taken and the costs involved in completing construction can be adversely affected by many

factors, including shortages of materials, equipment and labour, adverse weather conditions, natural

disasters, labour disputes, disputes with sub-contractors, accidents, changes in governmental priorities

and other unforeseen circumstances. Any of these could give rise to delays in the completion of

construction and/or to cost overruns. In relation to some of ALAQARIA’s projects, certain

government approvals, permits, licences or consents may need to be obtained. Delays in the processof obtaining, or a failure to obtain, the requisite licences, permits or approvals from government

agencies or authorities can also increase the cost or delay or prevent the commercial operation of a

business, which could adversely affect the financial performance of ALAQARIA’s business.

Construction delays can result in the loss of revenues. The failure to complete construction according

to its specifications may result in liabilities, reduced efficiency and lower financial returns. Although

the majority of ALAQARIA’s infrastructure projects have been completed on schedule, there can be

no assurance that this will remain the case or that future infrastructure projects will be completed on

time, or at all, and generate satisfactory returns. Finally, the acquisition or transfer of interests insuch projects may be subject to governmental approvals, which can impact on ALAQARIA’s ability

to dispose of such projects.

ALAQARIA’s projects could be exposed to catastrophic events, including terrorist attacks, over which it hasno control

ALAQARIA’s facilities may be exposed to effects of natural disasters and other potentially

catastrophic events, such as major accidents and terrorist attacks. Although constructed, operated and

maintained to withstand certain of these occurrences, ALAQARIA’s facilities may not be adequately

protected in all circumstances. Such occurrences may adversely affect ALAQARIA’s business and

operations.

ALAQARIA has significant construction and capital expenditure requirements

Many of ALAQARIA’s developments are under construction or in the initial stages of development

and have significant capital expenditure requirements. Additionally, there are certain investment

properties that ALAQARIA currently owns and leases to third parties. ALAQARIA’s investment

properties will need renovations and other capital improvements, including replacements, from time totime, of property, plant and equipment. Some of these capital improvements are mandated by health,

safety or other regulations. Construction of new investment properties, which ALAQARIA intends to

own and operate, and capital improvements of operating investment properties, which ALAQARIA

may own and operate, may give rise to the following risks:

(a) possible structural and environmental problems;

(b) construction cost over-runs and delays;

(c) disruption in service and access to third parties causing reduced demand, occupancy and rents;

(d) possible shortage of available cash to fund construction and capital improvements and the

related possibility that financing for these capital improvements may not be available to

ALAQARIA on affordable terms; and

(e) uncertainties as to market demand or a loss of market demand after construction capital

improvements have begun.

The cost of construction and capital improvements could have a material adverse effect onALAQARIA’s business, financial condition and results of operations.

ALAQARIA may be unable to complete its projects that are under construction or in initial stages ofdevelopment

As of the date of this Prospectus, ALAQARIA had approximately nine projects under construction

or in initial stages of development. ALAQARIA intends to continue to develop new properties in the

markets in which it currently operates and in new markets. ALAQARIA’s current and future

development and construction activities involve a number of risks, including the following significant

risks:

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(a) inability to obtain desirable property locations at moderate prices;

(b) inability to obtain construction financing on favourable terms;

(c) requirement to make significant current capital expenditures for certain properties without

receiving revenue from these properties until future periods;

(d) inability to complete development projects on schedule or within budgeted amounts;

(e) delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other

required governmental permits and authorisations; and

(f) fluctuations in occupancy rates at newly developed properties due to a number of factors,

including market and economic conditions, that may result in ALAQARIA’s investment not

being profitable.

There can be no assurance that ALAQARIA’s current or future construction projects will be

completed and ALAQARIA’s inability to complete a project could have a material adverse effect on

its business, financial condition and results of operations.

The bankruptcy or insolvency of any of ALAQARIA’s contractors or suppliers may adversely affect theconstruction of certain construction projects and impact ALAQARIA’s ability to fulfil its obligations under itscontracts with its customers

There has been a significant rise in the amount of property development in the Middle East-NorthAfrica (MENA) region and the Indian sub-continent. As a result, the number of contractors and

suppliers available to meet demand is limited. Therefore, if one of ALAQARIA’s contractors or

suppliers declares bankruptcy or is declared to be insolvent while a project is being developed, there

is a strong likelihood that ALAQARIA will not be able to find a replacement contractor or supplier

promptly. Further, even assuming that ALAQARIA were able to find a replacement contractor or a

supplier in a timely fashion, that contractor or supplier may need time to familiarise himself with the

ongoing project or produce the needed product, thus causing a delay in the completion of the project.

In addition, there is no guarantee that the replacement contractor or supplier that is retained will beone that ALAQARIA has employed before and thus may not meet ALAQARIA’s high standards for

quality workmanship and product, respectively. If any of these events were to occur, it could have a

material adverse affect on ALAQARIA’s business, financial condition or results of operations.

If ALAQARIA’s contractors’ relationship with their employees were to deteriorate, ALAQARIA may befaced with labour shortages or stoppages, which would adversely affect its ability to develop and/or operate itsproperties

As of the date of this Prospectus, ALAQARIA has hired approximately 15 contractors in Qatar, each

of whom employs its own workers. ALAQARIA’s contractors’ relations with their employees

(including employees in various countries and employees represented by labour unions) could

deteriorate due to disputes related to, among other things, wage or benefit levels or their response to

changes in government regulation of workers and the workplace. ALAQARIA’s business model reliesheavily on contractors providing high-quality personal service, and any labour shortage or stoppage

caused by poor relations between a contractor and its employees, including labour unions, could

adversely affect ALAQARIA’s ability to stay on schedule, which could impact its ability to abide by

its promises to its customers and tarnish its reputation.

The illiquidity of real estate investments and the lack of alternative uses of commercial and/or residentialproperties could significantly limit ALAQARIA’s ability to respond to adverse changes in the performance ofits properties and harm its financial condition

Because real estate investments, in general, and real estate investments in Qatar, in particular, are

relatively illiquid, ALAQARIA’s ability to promptly sell one or more of its properties in response to

changing economic, financial and investment conditions is limited. The real estate market is affected

by many factors, such as general economic conditions, availability of financing, interest rates and

other factors, including supply and demand, that are beyond ALAQARIA’s control. The managementof ALAQARIA cannot predict whether ALAQARIA will be able to sell any property for the price or

on the terms set by it, or whether any price or other terms offered by a prospective purchaser would

be acceptable to it. The management of ALAQARIA also cannot predict the length of time needed

to find a willing purchaser and to close the sale of a property.

In addition, certain commercial and/or residential properties may not be readily converted to

alternative uses if they were to become unprofitable due to competition, age of improvements,

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decreased demand or other factors. The conversion of such commercial and/or residential property to

alternative uses would generally require substantial capital expenditures. In particular, ALAQARIA

may be required to expend funds to correct defects or to make improvements before a property can

be sold. There can be no assurance that ALAQARIA will have funds available to correct defects orto make improvements. These factors and any others that would impede ALAQARIA’s ability to

respond to adverse changes in the performance of its properties could have a material adverse effect

on its business, financial condition and results of operations.

ALAQARIA’s business requires capital investment

ALAQARIA may require additional financing to fund capital expenditures, to support the future

growth of its business and/or to refinance existing debt obligations. ALAQARIA’s ability to obtainexternal financing and the cost of such financing are dependent on numerous factors including general

economic and capital market conditions, interest rates, credit availability from banks or other lenders,

investor confidence in ALAQARIA, the success of ALAQARIA’s business, provisions of tax and

securities laws that may be applicable to ALAQARIA’s ability to raise capital and political and

economic conditions in any relevant jurisdiction.

Legal and regulatory systems may create an uncertain environment for investment and business activities

The State of Qatar is in the process of developing institutions and legal and regulatory systems whichare not yet as firmly established as they are in Western Europe and the United States. The State of

Qatar is also in the process of transitioning to a market economy and, as a result, may experience

changes in its economy and government policies (including, without limitation, policies relating to

foreign ownership, repatriation of profits, property and contractual rights and planning and permit-

granting regimes) that may affect ALAQARIA’s business.

The State of Qatar has enjoyed significant economic growth and political stability. There can be no

assurance that such growth or stability will continue. Moreover, while the Government’s policies have

generally resulted in improved economic performance, there can be no assurance that such level of

performance can be sustained.

No assurance can be given that the government will not implement regulation or fiscal or monetarypolicies, including policies, regulations, or new legal interpretations of existing regulations, relating to

or affecting taxation, interest rates or exchange controls, or otherwise take actions which could have

a material adverse effect on ALAQARIA’s business, financial condition, results of operations or

prospects.

Safety standards adopted by ALAQARIA

ALAQARIA has adopted safety standards to comply with applicable laws and regulations in the

State of Qatar. In addition, safety requirements are contractually agreed to by ALAQARIA’scontractors. If ALAQARIA and/or its contractors fail to comply with the relevant standards, either

or both may be liable to penalties and the operation and/or reputation of ALAQARIA might be

materially and adversely affected.

In addition, any amendments to the existing laws and regulations relating to environmental and safety

standards may impose more burdensome requirements and ALAQARIA’s compliance with such lawsor regulations may require it to incur significant capital expenditure or other obligations or liabilities,

which could have a material adverse effect on ALAQARIA’s business, results of operation and

financial condition.

Foreign exchange movements may adversely affect profitability

ALAQARIA maintains its accounts, and reports its results, in Qatari Riyal, while the Certificates are

denominated and payable in U.S. dollars. Although the Qatari Riyal has been ‘‘pegged’’ at a fixed

exchange rate to the U.S. dollar, ALAQARIA is exposed to the potential impact of any alternationto, or abolition of, this foreign exchange ‘‘peg’’.

Risks relating to the Issuer

No operating history

Qatar Alaqaria Sukuk Company is a newly formed entity and has no operating history. Qatar

Alaqaria Sukuk Company will have no material assets other than the Trust Assets. Qatar Alaqaria

Sukuk Company’s principal source of funds will be its entitlement to its share of profit under the

Investment Management Agreement and amounts payable by the Obligor under the terms of the

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Purchase Undertaking and Sale Undertaking. Distributions of profit under the Investment

Management Agreement will depend on the successful implementation of the Investment Plan.

Limited Recourse

The Certificates are not debt obligations of Qatar Alaqaria Sukuk Company. In particular, the

Certificates do not represent bonds or notes issued by Qatar Alaqaria Sukuk Company. The

Certificates represent entitlements solely to the Trust Assets. Recourse to Qatar Alaqaria Sukuk

Company is limited to the Trust Assets and proceeds of the Trust Assets are the sole source of

payments on the Certificates. Upon occurrence of a Dissolution Event, the only remedy available to

Certificateholders will be to require Qatar Alaqaria Sukuk Company to serve an Exercise Notice and

exercise the option under the Purchase Undertaking to require the Obligor to purchase the Assets atthe Exercise Price. Certificateholders will otherwise have no recourse to any assets of Qatar Alaqaria

Sukuk Company (including its directors and corporate services provider), the Delegate, the Managers

or the Agents or any affiliate of any of the foregoing entities in respect of any shortfall in any

amounts realised from the Trust Assets. The Obligor is obliged to make its payments under the

Transaction Documents to which it is a party directly to Qatar Alaqaria Sukuk Company, and Qatar

Alaqaria Sukuk Company, as trustee for the benefit of the Certificateholders (or the Delegate on its

behalf), will have direct recourse against the Obligor to recover payment due to Qatar Alaqaria

Sukuk Company from the Obligor pursuant to the Transaction Documents to which the Obligor is aparty. Accordingly, investors have no direct recourse to the Obligor and there can be no assurance

that the proceeds of the realisation of, or the enforcement with respect to, the Trust Assets will be

sufficient to make all payments due in respect of the Certificates.

Risks relating to the Certificates

No secondary market

There can be no assurances that a secondary market for the Certificates will develop, or if a

secondary market does develop, that it will provide the Certificateholders with liquidity of investment

or that it will continue for the life of the Certificates. The market value of Certificates may fluctuate.

Consequently, any sale of Certificates by Certificateholders in any secondary market that may develop

could be at a discount from the original purchase price of such Certificates and accordingly aninvestor in the Certificates must be prepared to hold the Certificates until the Certificates have been

redeemed or all amounts then due have been paid in full. Application has been made for the listing

of the Certificates on the London Stock Exchange but there can be no assurance that such listings

will occur on or prior to the first payment date under the terms of the Certificates or at all.

Credit Ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Certificates. Theratings may not reflect the potential impact of all risks related to the transaction structure, the

market, the additional factors discussed above or any other factors that may affect the value of the

Certificates. A credit rating is not a recommendation to buy, sell or hold securities and may be

revised or withdrawn by the rating agency at any time.

Suitability of Investment

The Certificates may not be a suitable investment for all investors.

Each potential investor in the Certificates must determine the suitability of that investment in light ofits own circumstances. In particular, each potential investor should:

(a) have sufficient knowledge and experience to make a meaningful evaluation of the Certificates,

the merits and risks of investing in the Certificates and the information contained in this

Prospectus;

(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its

particular financial situation, an investment in the Certificates and the impact the Certificates

will have on its overall investment portfolio;

(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the

Certificates including where the currency for principal is different from the potential investor’s

currency;

(d) understand thoroughly the terms of the Certificates and be familiar with the behaviour of any

relevant indices and financial markets; and

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(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for

economic and other factors that may affect its investment and its ability to bear the applicable

risks.

Qatari Bankruptcy Law

In the event of ALAQARIA’s insolvency, Qatari bankruptcy law may adversely affect ALAQARIA’s

ability to perform under the Purchase Undertaking and therefore the Issuer’s ability to make

payments to Certificateholders. There is little precedent to predict how the claims on behalf of

Certificateholders would be resolved in the case of ALAQARIA becoming insolvent.

Qatari Taxation

Qatar tax law imposes taxation on the income of non-Qatari entities derived from their activities in

the State of Qatar. Pursuant to the terms of the Transaction Documents Qatar Alaqaria Sukuk

Company may obtain profits derived from the Trust Assets situated in Qatar. Consequently there can

be no assurances that such profits will not be subject to taxation imposed by the Qatar TaxAuthorities. Under the terms of the Investment Management Agreement, ALAQARIA will agree to

indemnify Qatar Alaqaria Sukuk Company against any such taxes.

Consents to Variation of Transaction Documents and other Matters

The Declaration of Trust contains provisions permitting the Trustee and the Delegate (acting on

behalf of the Certificateholders) from time to time and at any time without any consent or sanction

of the Certificateholders to make any modification to the Declaration of Trust if in the opinion of the

Trustee such modification (a) is of a formal, minor or technical nature, or (b) is made to correct a

manifest or proven error, or (c) is not materially prejudicial to the interest of Certificateholders.

Unless the Trustee or, as the case may be, the Delegate otherwise decides, any such modification shallas soon as practicable thereafter be notified to the Certificateholders and shall in any event be

binding upon the Certificateholders.

Change in law

The structure of the issue of the Certificates is based on English law and the laws and administrative

practice of Qatar, each as at the date of this Prospectus. No assurance can be given as to the impact

of any possible change in such laws or administrative practice after the date of this Prospectus, nor

can any assurance be given as to whether any such change could adversely affect the ability of the

Issuer to make payments under the Certificates.

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TERMS AND CONDITIONS OF THE CERTIFICATES

The following is the text of the Terms and Conditions of the Certificates which (subject to completion

and amendment and save for the text in italics) will be endorsed on each Certificate in definitive form

(if issued) and will be attached and (subject to the provisions thereof) apply to the Global Certificate:

Each of the U.S.$300,000,000 Trust Certificates due 2012 (the Certificates) represents an undividedbeneficial ownership of the Trust Assets held on trust for the holders of such Certificates pursuant to

a declaration of trust (the Declaration of Trust) dated 2 August 2007 (the Closing Date) made

between Qatar Alaqaria Sukuk Company (the Issuer and, in its capacity as trustee, the Trustee) and

HSBC Trustee (C.I.) Limited (as the delegate in respect of certain of the functions of the Trustee, the

Delegate) and Qatar Real Estate Investment Company Q.S.C. (ALAQARIA). The Certificates are

constituted by the Declaration of Trust.

Payments and any delivery relating to the Certificates will be made in accordance with a paying

agency agreement dated the Closing Date (as amended or supplemented from time to time, theAgency Agreement) made between Qatar Alaqaria Sukuk Company, HSBC Bank plc as principal

paying agent (in such capacity, the Principal Paying Agent and, together with any further or other

paying agents appointed from time to time in respect of the Certificates, the Paying Agents), as

transfer agent (in such capacity, the Transfer Agent and, together with any further or other transfer

agents appointed from time to time in respect of the Certificates, the Transfer Agents), as replacement

agent (in such capacity, the Replacement Agent and, together with any further or other replacement

agents appointed from time to time in respect of the Certificates, the Replacement Agents), as

calculation agent (in such capacity, the Calculation Agent and, together with any further or othercalculation agents appointed from time to time in respect of the Certificates, the Calculation Agents)

and as registrar (in such capacity, the Registrar). References to the Principal Paying Agent, the

Paying Agents, the Transfer Agents, the Replacement Agents, the Calculation Agent and the

Registrar shall include any successor thereto in each case in such capacity.

The statements in these Terms and Conditions (the Conditions) include summaries of the detailed

provisions of the Declaration of Trust, the Agency Agreement, the Investment Management

Agreement, the Purchase Undertaking and the Sale Undertaking. Unless given a defined meaningelsewhere in these Conditions or the context requires otherwise, capitalised terms used in these

Conditions shall have the meanings given in Condition 22 (Definitions and Interpretation). In addition,

(and unless the context requires otherwise) words and expressions defined and rules of construction

and interpretation set out in the Declaration of Trust shall, unless defined herein or unless the

context otherwise requires, have the same meanings herein. Copies of the Transaction Documents are

available for inspection by Certificateholders during normal business hours at the specified offices of

the Paying Agents. The Certificateholders are entitled to the benefit of, are bound by, and are deemed

to have notice of, all the provisions of the Declaration of Trust and the Agency Agreement applicableto them.

Each initial Certificateholder, by its acquisition and holding of its interest in a Certificate, shall be

deemed to authorise and direct the Trustee to transfer the sums paid by it in respect of its

Certificates to the Investment Manager, and to enter into each Transaction Document to which it is a

party, subject to the terms and conditions of the Declaration of Trust and these Conditions.

1 FORM, DENOMINATION, TITLE AND DESCRIPTION

1.1 Form and Denomination

The Certificates are issued in registered form in principal amounts of U.S.$100,000 and integral

multiples of U.S.$1,000 in excess thereof. A certificate will be issued to each Certificateholder in

respect of its registered holding of Certificates. Each certificate will be numbered serially with an

identifying number which will be recorded on the relevant certificate and in the register (the Register)

of Certificateholders which the Issuer will cause to be kept by the Registrar.

Upon issue, the Certificates will be represented by a Global Certificate deposited with a common

depositary for, and representing Certificates registered in the name of a nominee of the common

depositary for, Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream

Banking, societe anonyme. The Conditions are modified by certain provisions contained in the Global

Certificate. Except in the limited circumstances described in the Global Certificate, owners of interests in

Certificates represented by the Global Certificate will not be entitled to receive individual Certificates in

respect of their individual holdings of Certificates. The Certificates are not issuable in bearer form.

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1.2 Title

The Issuer will cause the Registrar to maintain the Register in respect of the Certificates in

accordance with the provisions of the Agency Agreement. Title to the Certificates passes only byregistration in the register of Certificateholders kept by the Registrar. The registered holder of any

Certificate will (except as otherwise required by law) be treated as its absolute owner for all purposes

(whether or not any payment thereon is overdue and regardless of any notice of ownership, trust or

any interest or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no

person will be liable for so treating the holder of any Certificate. In these Conditions,

Certificateholder and (in relation to a Certificate) holder have the definitions given thereto in the

Declaration of Trust.

2 TRANSFERS OF CERTIFICATES AND ISSUE OF CERTIFICATES

2.1 Transfers

Subject to Conditions 2.4 (Transfers after Transfer Record Date) and 2.5 (Regulations), and to the

limitations as to transfer set out in Condition 1.2 (Title) and the terms of the Agency Agreement, aCertificate may be transferred by depositing the certificate issued in respect of that Certificate, with

the form of transfer duly completed and signed, at the specified office of any of the Transfer Agents.

Transfers of interests in the Certificates represented by the Global Certificate will be effected in

accordance with the rules of the relevant clearing systems.

2.2 Delivery of New Certificates

Each new certificate to be issued upon transfer of Certificates will, within five business days of receipt

by the relevant Transfer Agent of the duly completed form of transfer provided at the offices of theTransfer Agent, be mailed by uninsured mail at the risk of the holder entitled to the Certificate to the

address specified in the form of transfer.

Where some but not all of the principal amount of the Certificates in respect of which a certificate is

issued are to be transferred, a new certificate in respect of the principal amount of the Certificates not

so transferred will, within five business days of receipt by the relevant Transfer Agent of the original

certificate, be mailed by uninsured mail at the risk of the holder of the principal amount of the

Certificates not so transferred to the address of such holder appearing on the register ofCertificateholders or as specified in the form of transfer.

Except in the limited circumstances described in the Global Certificate, owners of interests in the

Certificates will not be entitled to receive physical delivery of Certificates.

For the purposes of this Condition, business day shall mean a day on which banks are open for

business in the city in which the specified office of the Transfer Agent with whom a certificate is

deposited in connection with a transfer is located.

2.3 Formalities Free of Charge

Registration of transfers of Certificates will be effected without charge by or on behalf of the Issuer

or any Transfer Agent but upon payment (or the giving of such indemnity as the Issuer or any

Transfer Agent may reasonably require) by the transferee in respect of any tax or other governmental

charges which may be imposed in relation to such transfer.

2.4 Transfers after Transfer Record Date

No Certificateholder may require the transfer of a Certificate to be registered during the period of

seven days ending on the due date for any payment of the Redemption Amount or any Periodic

Distribution Amount on that Certificate.

2.5 Regulations

All transfers of Certificates and entries on the Register will be made subject to the detailed

regulations concerning transfer of Certificates scheduled to the Agency Agreement. The regulations

may be changed by the Issuer from time to time with the prior written approval of the Registrar. A

copy of the current regulations will be mailed (free of charge) by the Registrar to any

Certificateholder who requests in writing a copy of the regulations.

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3 STATUS AND LIMITED RECOURSE

3.1 Status

The beneficial owners of the Trust Assets are the Certificateholders. Each Certificate evidences an

undivided beneficial ownership interest in the Trust Assets and ranks pari passu, without any

preference, with the other Certificates.

3.2 Limited Recourse

Notwithstanding anything to the contrary contained herein or in any other Transaction Document,

no payment of any amount whatsoever shall be made in respect of the Certificates by the Trustee or

the Trust or any agents or delegates thereof except to the extent that, in the case of payments, funds

are available therefor from the Trust Assets.

The Certificates do not represent an interest in any of the Issuer, the Obligor, the Investment

Manager, the Trustee, the Delegate, the Agents or any of their respective affiliates. Certificateholders

by subscribing for or acquiring the Certificates acknowledge that no recourse may be had for the

payment of any amount owing in respect of the Certificates to any assets of the Issuer (other than

the Trust Assets), or to any assets of the Obligor or the Investment Manager (to the extent that each

fulfils all of its obligations under the relevant Transaction Documents to which it is a party), or to

any assets of the Trustee, the Delegate, the Agents or the Trust to the extent the Trust Assets havebeen exhausted.

No recourse under any obligation, covenant, or agreement contained in these Conditions shall be had

against any shareholder, member, officer, agent or director of the Issuer, by the enforcement of any

assessment or by any proceeding, by virtue of any statute or otherwise. The obligations of the Issuerunder these Conditions are corporate or limited liability obligations of the Issuer and no personal

liability shall attach to or be incurred by the shareholders, members, officers, agents or directors of

the Issuer save in the case of their wilful default, fraud, or gross negligence.

The net proceeds of the realisation of, or enforcement with respect to, the Trust Assets may not be

sufficient to make all payments due in respect of the Certificates. If, following distribution of such

proceeds, there remains a shortfall in payments due under the Certificates, no Certificateholder will

have any claim against the Issuer, or against the Obligor or the Investment Manager (to the extent

that each fulfils all of its obligations under the relevant Transaction Documents to which it is a

party), or to the Trustee, the Trust, the Delegate, the Agents or any of their affiliates or recourse to

any of their assets in respect of such shortfall and any unsatisfied claims of Certificateholders shall be

extinguished. In addition, no Certificateholder will be able to petition for, or join any other person ininstituting proceedings for, the reorganisation, liquidation, winding up or receivership of any of the

Issuer, the Obligor and the Investment Manager (to the extent that each fulfils all of its obligations

under the relevant Transaction Documents to which it is a party), or any of the Trustee, the Trust,

the Delegate, the Agents or any of their affiliates as a consequence of such shortfall or otherwise.

4 TRUST

4.1 Summary of the Trust

Qatar Alaqaria Sukuk Company will act as trustee for and on behalf of Certificateholders pursuant

to the Declaration of Trust.

On the Closing Date, the Qatar Alaqaria Sukuk Company will enter into an investment management

agreement (the Investment Management Agreement) with ALAQARIA (in its capacity as investment

manager, the Investment Manager). Pursuant to the Investment Management Agreement, Qatar

Alaqaria Sukuk Company will transfer U.S.$300,000,000 to the Investment Manager who will invest

such capital by purchasing certain assets (the Assets) on the Closing Date in accordance with the

investment plan prepared by the Investment Manager and scheduled to the Investment Management

Agreement (the Investment Plan). Under the terms of the Investment Management Agreement, 90 percent. of the profits generated as a result of the investments made shall be distributed to Qatar

Alaqaria Sukuk Company and the remaining 10 per cent. shall be distributed to the Investment

Manager. The Investment Manager shall, in certain circumstances, provide Sharia compliant liquidity

funding (the Liquidity Amounts) to Qatar Alaqaria Sukuk Company. The Liquidity Amounts shall be

repayable by Qatar Alaqaria Sukuk Company to the Investment Manager on the Redemption Date in

accordance with Condition 4.2 (Application of Proceeds from Trust Assets).

To the extent that the profits distributable to Qatar Alaqaria Sukuk Company are greater than the

corresponding Periodic Distribution Amount, the Investment Manager shall be entitled to retain such

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excess (the Excess Profit) on behalf of Qatar Alaqaria Sukuk Company. Qatar Alaqaria Sukuk

Company shall be entitled at any time to demand payment of the Excess Profit. To the extent that

there is insufficient cash to pay any further profits distributable to Qatar Alaqaria Sukuk Compay,

the Investment Manager shall be entitled to use any Excess Profit to pay the shortfall prior toproviding the Liquidity Facility. Any remaining Excess Profit (following redemption of the Certificates

in full) shall be retained by the Investment Manager for its own account by way of an incentive

payment.

Pursuant to the purchase undertaking (the Purchase Undertaking) dated on the Closing Date granted

by ALAQARIA as obligor (the Obligor) in favour of Qatar Alaqaria Sukuk Company, the Obligor

shall undertake to purchase all of Qatar Alaqaria Sukuk Company’s rights, benefits and entitlementsin and to the Assets at the Exercise Price on the relevant Exercise Date following the issue of a

notice under the Purchase Undertaking from Qatar Alaqaria Sukuk Company (or the Delegate on its

behalf), which Qatar Alaqaria Sukuk Company shall serve on the Obligor. On a Redemption Date,

the Obligor shall, following service of the relevant exercise notice by Qatar Alaqaria Sukuk Company

(or the Delegate on its behalf), purchase all of Qatar Alaqaria Sukuk Company’s rights, benefits and

entitlements in and to the Assets at the Exercise Price.

On the Closing Date, Qatar Alaqaria Sukuk Company shall execute a sale undertaking (the Sale

Undertaking) in favour of ALAQARIA. Pursuant to the Sale Undertaking, subject to Qatar Alaqaria

Sukuk Company being entitled to redeem the Certificates early pursuant to Condition 6.3

(Redemption for Taxation Reasons), ALAQARIA may, by exercising its option under the Sale

Undertaking and serving notice on Qatar Alaqaria Sukuk Company no later than 45 days and no

more than 60 days prior to relevant Tax Redemption Date oblige Qatar Alaqaria Sukuk Company to

sell and assign all of Qatar Alaqaria Sukuk Company’s rights, benefits and entitlements in and to the

Assets at the Exercise Price to ALAQARIA.

Pursuant to the Declaration of Trust, Qatar Alaqaria Sukuk Company will declare a trust (the Trust)

for the benefit of the Certificateholders over all of its rights, title, interest and benefit, present and

future, in, to and under the Assets and each of the Transaction Documents (other than the

Declaration of Trust, and in relation to any representations given to Qatar Alaqaria Sukuk Company

by the Obligor or the Investment Manager pursuant to any of the Transaction Documents), all

moneys, which may now be, or hereafter from time to time are, standing to the credit of theTransaction Account and all proceeds of the foregoing (together, the Trust Assets). All payments by

either the Investment Manager, or the Obligor to Qatar Alaqaria Sukuk Company for the

Certificateholders under each Transaction Document to which it is party will be deposited into an

account of Qatar Alaqaria Sukuk Company maintained for such purpose (the Transaction Account).

The Investment Management Agreement, the Purchase Undertaking, the Sale Undertaking, the

Declaration of Trust, the Agency Agreement, the Costs Undertaking, the Certificates and any otheragreements and documents designated as such by Qatar Alaqaria Sukuk Company and the Obligor

are collectively referred to as the Transaction Documents.

4.2 Application of Proceeds from Trust Assets

Pursuant to the Declaration of Trust, the Trustee holds the Trust Assets for and on behalf of the

Certificateholders. On each Periodic Distribution Date, or on a date specified in accordance with

those Certificates for the redemption of the Certificates (each a Redemption Date), the Trustee shall

apply the moneys standing to the credit of the Transaction Account in the following order ofpriority:

(a) first, to pay the Delegate an amount equal to any sum payable to it on account of its properly

incurred fees, costs, charges and expenses and to pay or provide for the payment or satisfaction

of any Liability incurred (or reasonably expected to be incurred) by the Delegate pursuant to

the Declaration of Trust or in connection with any of the other Transaction Documents or these

Conditions, if any, arising on or after the occurrence of a Dissolution Event;

(b) second, only if payment is due on a Periodic Distribution Date, to the Principal Paying Agent

for application in or towards payment pari passu and rateably of all Periodic Distribution

Amounts due but unpaid;

(c) third, only if such payment is on a Redemption Date, to the Principal Paying Agent forapplication in or towards payment pari passu and rateably of the Redemption Amount;

(d) fourth, only if such payment is on a Redemption Date, to pay the Investment Manager any

outstanding Liquidity Amounts; and

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(e) fifth, only if such payment is on the Scheduled Redemption Date, in payment of the surplus (if

any) to the Investment Manager.

The Principal Paying Agent shall apply the moneys so received towards the payments set forth above.

4.3 Late Payment Amounts Received

If Qatar Alaqaria Sukuk Company receives any Late Payment Amounts, then Qatar Alaqaria SukukCompany will in each case notify each Certificateholder of the aggregate amount so received and

shall donate such late payment amounts on behalf of ALAQARIA to The Red Crescent Society.

5 PERIODIC DISTRIBUTIONS

5.1 Periodic Distribution Amounts and Periodic Distribution Dates

A distribution amount, representing a defined share of the profit in income with respect to the Trust

Assets derived from the payments made to Qatar Alaqaria Sukuk Company under the Investment

Management Agreement will accrue and be payable on the Certificates and be distributed in

accordance with these Conditions.

Subject to Condition 4.2 (Application of Proceeds from Trust Assets) and Condition 10 (Dissolution of

Trust) below, the Trustee shall distribute to holders of the Certificates pro rata, out of amounts

collected in the Transaction Account, a distribution in relation to the Certificates on each Periodic

Distribution Date an amount equal to the product of (a) the Margin plus LIBOR; (b) the Aggregate

Face Amount; and (c) the actual number of days in the related Periodic Distribution Period divided

by 360 (the Periodic Distribution Amount).

Distributions on the Certificates will be made in arrear on 2 August, 2 November, 2 February and 2

May each year or if any such day is not a Business Day, the following Business Day unless it would

thereby fall into the next calendar month, in which event such day shall be the immediately preceding

Business Day, commencing on the Closing Date (each a Periodic Distribution Date). The period from

and including 2 August 2007 to but excluding the first Periodic Distribution Date and each successiveperiod from and including a Periodic Distribution Date to but excluding the immediately following

Periodic Distribution Date is called a Periodic Distribution Period.

5.2 LIBOR Determinations

LIBOR for each Periodic Distribution Period shall be determined by or on behalf of the Issuer in

accordance with the following provisions:

(a) on each LIBOR Determination Date, the Calculation Agent, on behalf of the Issuer, will

determine the Screen Rate at approximately 11.00 a.m. (London time) on such LIBOR

Determination Date and such Screen Rate shall be the value of LIBOR for the forthcoming

Periodic Distribution Period;

(b) if the Screen Rate is unavailable, the Calculation Agent shall request the principal London office

of each Reference Bank to provide it with the rate at which deposits in U.S. dollars are offered

by it to prime banks in the London inter-bank market for a period of three months at

approximately 11.00 a.m. (London time) on such LIBOR Determination Date and, so long as at

least two of the Reference Banks provide such rates, the arithmetic mean of such rates (roundedif necessary to the fourth decimal place, with 0.00005 rounded upwards) as calculated by the

Calculation Agent shall be the value of LIBOR for the forthcoming Periodic Distribution

Period; and

(c) if LIBOR cannot be determined in accordance with the above provisions, the value of LIBORfor the forthcoming Periodic Distribution Period shall be as determined on the preceding

LIBOR Determination Date.

5.3 Notification of LIBOR and Periodic Distribution Amount

Following determination of each of LIBOR and the Periodic Distribution Amount for the

forthcoming Periodic Distribution Period and the related Periodic Distribution Date by theCalculation Agent, the Calculation Agent shall, if required to do so by the rules of the relevant stock

exchange, notify, or shall procure the notification to, the stock exchange on which the Certificates are

listed at the relevant time, as soon as practicable after the determination thereof but in no event later

than the first day of the relevant Periodic Distribution Period, details of such LIBOR and Periodic

Distribution Amount. The Principal Paying Agent shall arrange for such LIBOR and Periodic

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Distribution Amount to be published in accordance with Condition 16 (Notices) as soon as

practicable after their determination but in no event later than the fourth Business Day thereafter.

Each Periodic Distribution Amount and Periodic Distribution Date may subsequently be amended (or

appropriate alternative arrangements made by way of adjustment) without notice in the event of anextension or shortening of the related Periodic Distribution Period. In the event of any such

amendment, the Calculation Agent shall, as soon as practicable thereafter, notify the stock exchange

on which the Certificates are listed at the relevant time of the amended Periodic Distribution Amount

and Periodic Distribution Date. The Principal Paying Agent shall arrange for such amended Periodic

Distribution Amount and Periodic Distribution Date to be published in accordance with Condition 16

(Notices) as soon as practicable after determination of such amendment but in no event later than the

fourth Business Day thereafter.

5.4 Cessation of Accrual

No further amounts will be payable on any Certificate from and including its due date for

redemption.

5.5 Calculation of Distribution in respect of Broken Periodic Distribution Amounts

When a distribution is required to be calculated in respect of a period of less than a full Periodic

Distribution Period, it shall be calculated on the basis of the actual number of days elapsed in such

period and an actual/360 basis.

6 REDEMPTION

6.1 Scheduled Redemption

Unless previously redeemed, the Certificates shall be redeemed in full by the Issuer on the Scheduled

Redemption Date in cash for an amount equal to the Redemption Amount as of such date, and the

Trust shall be dissolved following such payment in full.

The Redemption Amount shall be distributed on the Scheduled Redemption Date pro rata amongst

the Certificates. The Calculation Agent will calculate the amount payable in respect of any Certificate

by multiplying the Redemption Amount by a fraction of which the numerator is the principal amount

of the relevant Certificate and the denominator is the Aggregate Face Amount on the Scheduled

Redemption Date and rounding the resultant figure to the nearest U.S.$0.01, U.S.$0.005 beingrounded upwards.

6.2 Dissolution Event—Early Redemption

Following the occurrence of a Dissolution Event, the Certificates may, subject to Condition 13

(Dissolution Events), be redeemed in full on the Early Redemption Date in cash at an amount equalto the Redemption Amount as of such date (together with all accrued but unpaid amounts due under

these Conditions), and the Trust shall be dissolved following such payment in full.

The Redemption Amount shall be distributed on the Early Redemption Date pro rata amongst the

Certificates. The Calculation Agent will calculate the amount payable in respect of any Certificate by

multiplying the Redemption Amount by a fraction of which the numerator is the principal amount of

the relevant Certificate and the denominator is the Aggregate Face Amount on the Early RedemptionDate and rounding the resultant figure to the nearest U.S.$0.01, U.S.$0.005 being rounded upwards.

6.3 Redemption for Taxation Reasons

The Trust shall be dissolved at the option of the Trustee (if ALAQARIA shall have first exercised its

option under the Sale Undertaking) and in such case the Certificates will be redeemed by the Issuerin whole, but not in part, not less than 45 days nor more than 60 days prior to such Tax

Redemption Date at the Redemption Amount on the Periodic Distribution Date specified in the

notice (Tax Redemption Date) given by the Issuer to Certificateholders in accordance with Condition

16 (which notice shall be irrevocable):

(a) if (i) the Issuer has or will become obliged to pay additional amounts pursuant to Condition 11(Taxation) as a result of any change in, or amendment to, the laws or regulations of any

Relevant Jurisdiction, or any change in the application or official interpretation of such laws or

regulations (including a holding by a court of competent jurisdiction), which change or

amendment becomes effective on or after 31 July 2007, and (ii) such obligation cannot be

avoided by the Issuer taking reasonable measures available to it; or

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(b) if (i) the Issuer has received notice from either the Obligor or the Investment Manager that the

Obligor or, as the case may be, the Investment Manager has or will become obliged to pay any

additional amounts pursuant to the terms of the Purchase Undertaking or, as the case may be,

Investment Management Agreement as a result of any change in, or amendment to, the laws orregulations of any Relevant Jurisdiction, or any change in the application or official

interpretation of such laws or regulations (including a holding by a court of competent

jurisdiction), which change or amendment becomes effective on or after 31 July 2007, and (ii)

such obligation cannot be avoided by the Obligor or, as the case may be, the Investment

Manager taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest

date on which, in the case of Condition 6.3(a)(i), the Issuer would be obliged to pay such additional

amounts were a payment in respect of the Certificates then due.

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shalldeliver to the Principal Paying Agent (x) a certificate signed by two directors of the Issuer (in the

case of Condition 6.3(a)(i)), or the Obligor or, as the case may be, the Investment Manager (in the

case of Condition 6.3(a)(ii)) stating that the obligation referred to in (i) or (ii) above cannot be

avoided by the Issuer or, as the case may be, the Obligor or the Investment Manager (having taken

reasonable measures available to it) and (y) an opinion of independent legal or tax advisors of

recognised international standing to the effect that such change or amendment has occurred

(irrespective of whether such amendment or change is then effective) and the Principal Paying Agent

shall (without any investigation required of it) accept such certificate and opinion as sufficientevidence thereof in which event it shall be conclusive and binding on the Certificateholders.

Following satisfaction of the conditions set out above in Condition 6.3, the Certificates shall be

redeemed in full by the Issuer on the Tax Redemption Date in cash for an amount equal to the

Redemption Amount as of such date, and the Trust shall be dissolved following such payment in full.

The Redemption Amount shall be distributed on the Tax Redemption Date pro rata amongst the

Certificates. The Calculation Agent will calculate the amount payable in respect of any Certificate by

multiplying the Redemption Amount by a fraction of which the numerator is the principal amount of

the relevant Certificate and the denominator is the Aggregate Face Amount on the Scheduled

Redemption Date and rounding the resultant figure to the nearest U.S.$0.01, U.S.$0.005 being

rounded upwards.

6.4 No other Dissolution

The Issuer shall not be entitled to redeem the Trust Certificates, and the Trustee shall not be entitled

to dissolve the Trust otherwise than as provided in this Condition 6 and Condition 13.

7 COVENANTS

Qatar Alaqaria Sukuk Company has covenanted in the Declaration of Trust that, among other

things, for so long as any Certificate is outstanding, it shall not:

(a) incur any indebtedness in respect of borrowed money whatsoever, or give any guarantee inrespect of any obligation of any person or issue any shares (or rights, warrants or options in

respect of shares or securities convertible into or exchangeable for shares) other than those in

issue as at the Closing Date;

(b) secure any of its present or future indebtedness for borrowed money by any lien, pledge, charge

or other security interest upon any of its present or future assets, properties or revenues (other

than those arising by operation of law) except pursuant to any Transaction Document;

(c) sell, transfer, assign, participate, exchange, or pledge, mortgage, hypothecate or otherwise

encumber (by security interest, lien (statutory or otherwise), preference, priority or other security

agreement or preferential arrangement of any kind or nature whatsoever or otherwise) (orpermit such to occur or suffer such to exist), any part of its title to any of the Trust Assets or

any interest therein except pursuant to any Transaction Document;

(d) use the proceeds of the issue of the Certificates for any purpose other than pursuant to the

Investment Plan;

(e) amend or agree to any amendment of any of the Transaction Documents to which it is a party

or to its constitutional documents;

(f) exercise its option under either the Purchase Undertaking except in its capacity as Trustee;

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(g) act as trustee in respect of any trust other than the Trust, or in respect of any parties other

than the Certificateholders and/or act as agent for any trust arrangement (other than the Trust);

(h) have any subsidiaries or employees;

(i) redeem any of its shares or pay any dividend or make any other distribution to its shareholders;

(j) put to its directors or shareholders any resolution for or appoint any liquidator for its winding

up or any resolution for the commencement of any other bankruptcy or insolvency proceedings

with respect to it; or

(k) enter into any contract, transaction, amendment, obligation or liability other than the

Transaction Documents and any subscription agreement connected to the issue of the

Certificates to which it is a party or engage in any business or activity other than:

(i) as provided for or permitted in the Transaction Documents;

(ii) the ownership, management and disposal of the Trust Assets as provided in theTransaction Documents; and

(iii) such other matters which are incidental thereto.

8 CALCULATION AGENT

8.1 Appointment

Qatar Alaqaria Sukuk Company shall procure that so long as any of the Certificates remains

outstanding there shall at all times be a Calculation Agent to undertake all necessary calculations

and/or determinations required pursuant to the Conditions and the Transaction Documents for the

purposes of calculating the relevant amounts due to be paid and/or delivered on the Certificates

provided that Qatar Alaqaria Sukuk Company may terminate the appointment of such CalculationAgent in accordance with the provisions of the Agency Agreement. Unless otherwise specified, all

such calculations shall be undertaken in respect of each U.S.$1,000 in principal amount of

Certificates. In the event of the appointed office of any bank being unable or unwilling to continue to

act as the Calculation Agent or failing duly to determine the amount due to be paid or delivered on

any Periodic Distribution Date or Redemption Date, Qatar Alaqaria Sukuk Company shall appoint

the London office of another major bank engaged in the London interbank market to act in its place.

If Qatar Alaqaria Sukuk Company shall fail, within a reasonable time, to appoint any such

replacement, the Trustee shall be entitled (but not obliged) to make such appointment. TheCalculation Agent may not resign its duties or be removed without a successor having been

appointed.

8.2 Determinations binding

Any determination or calculation made by the Calculation Agent shall (in the absence of manifest or

proven error) be final and binding on the Issuer, the Trustee, the Obligor, the Investment Manager,

the Certificateholders and the other Agents. The Calculation Agent may consult on any matter with

any legal or other adviser selected by it and it shall not be liable in respect of anything done oromitted to be done relating to that matter in good faith in accordance with that adviser’s opinion.

9 PAYMENT

9.1 Payments in Respect of Certificates

Subject to Condition 9.2, payment of any Redemption Amount will be made on the relevant due date

for payment by the Principal Paying Agent by wire transfer in same day funds to the registered

account of each Certificateholder or by a U.S. dollar cheque drawn on a bank that processes

payments in U.S. dollars and mailed to the registered address of the Certificateholder if it does nothave a registered account. Payments of any Redemption Amount due will only be made against

surrender of the relevant Certificate at the specified office of any of the Paying Agents.

Subject to Condition 9.2, payment of any Periodic Distribution Amount will be made on the relevantdue date for payment by the Principal Paying Agent by wire transfer in same day funds to the

Certificateholder shown on the Register at the close of business on the seventh day before the

Periodic Distribution Date. Such payment will be made to the registered account of each

Certificateholder or by a U.S. dollar cheque drawn on a bank that processes payments in U.S. dollars

and mailed to the registered address of the Certificateholder if it does not have a registered account.

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For the purposes of this Condition, a Certificateholder’s registered account means the U.S. dollar

account maintained by or on behalf of it with a bank that processes payments in U.S. dollars, details

of which appear on the Register at the close of business on the second Business Day before the due

date for payment and a Certificateholder’s registered address means its address appearing on theRegister at that time.

9.2 Payments subject to applicable laws

Payments in respect of Certificates are subject in all cases to any fiscal or other laws and regulations

applicable in the place of payment, but without prejudice to the provisions of Condition 11

(Taxation).

9.3 Payment only on a Payment Business Day

Where payment is to be made by transfer to a registered account, payment instructions (for value the

due date or, if that is not a Payment Business Day, for value the first following day which is a

Payment Business Day) will be initiated and, where payment is to be made by cheque, the cheque will

be mailed in each case by the Principal Paying Agent, on the date for payment or if later, on theBusiness Day on which the relevant Certificate is surrendered at the specified office of a Paying

Agent.

Certificateholders will not be entitled to any Periodic Distribution Amount and/or Redemption

Amount or other payment for any delay after the due date in receiving the amount due if the due

date is not a Payment Business Day, if the relevant Certificateholder is late in surrendering its

Certificate (if required to do so) or, if a cheque mailed in accordance with this Condition arrives after

the due date for payment.

If the amount of the Periodic Distribution Amount and/or Redemption Amount is not paid in full

when due, the Registrar will annotate the Register with a record of the amount actually paid.

In this Condition, Payment Business Day means a day on which commercial banks in London andNew York are open for general business and, in the case of presentation of a Certificate, in the place

in which the Certificate is presented.

9.4 Agents

The names of the initial Agents and their initial specified offices are set out at the end of these

Conditions. Qatar Alaqaria Sukuk Company reserves the right at any time to vary or terminate theappointment of any Agent and to appoint additional or other Agents provided that it will (a) for so

long as the Certificates are listed on the Official List of the UK Listing Authority, maintain a Paying

Agent in London, and (b) ensure that it maintains a Paying Agent in a Member State of the

European Union that will not be obliged to withhold or deduct tax pursuant to European Council

Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform

to such Directive. Notice of any termination or appointment and of any changes in specified offices

will be given to Certificateholders promptly by the Issuer in accordance with Condition 16 (Notices).

10 DISSOLUTION OF TRUST

10.1 Scheduled Dissolution

Unless the Certificates are previously redeemed in full (and the Trust is dissolved after such

redemption) following a Dissolution Event pursuant to Condition 6.2 or for taxation reasonspursuant to Condition 6.3, the Certificates will be redeemed in full by the Issuer on the Scheduled

Redemption Date in accordance with Condition 6.1, and the Trust will only be dissolved following

such payment in full.

10.2 Dissolution following a Dissolution Event

Subject to Condition 13 (Dissolution Events), the Certificates shall be redeemed in full by the Issuer

on the Early Redemption Date in accordance with Condition 6.2, and the Trust will only bedissolved following such payment in full.

The Periodic Distribution Period shall be adjusted to represent the period from, and including, the

immediately preceding Periodic Distribution Date (or the Closing Date, as the case may be) to, but

excluding, the Early Redemption Date, and the corresponding Periodic Distribution Amount shall be

adjusted accordingly.

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Upon payment in full of such amounts, the Certificates shall cease to represent interests in the Trust

Assets and no further amounts shall be payable in respect thereof.

10.3 Cancellation

All Certificates which are redeemed will forthwith be cancelled and accordingly may not be held,

reissued or sold.

11 TAXATION

All payments in respect of the Certificates shall be made in full without withholding or deduction for,or on account of, any present or future taxes, levies, duties, fees, assessments or other charges of

whatever nature, imposed or levied by or on behalf of a Relevant Jurisdiction and all charges,

penalties or similar liabilities with respect thereto (Taxes), unless the withholding or deduction of such

Taxes is required by law. In such event, the Issuer shall be required to pay additional amounts so

that the full amount which otherwise would have been due and payable under the Certificates (if no

such withholding or deduction had been made or required to be made) is received by parties entitled

thereto, except that no such additional amount shall be payable by the Issuer in relation to any

payment in respect of any Certificate:

(a) presented for payment by or on behalf of a holder who is liable for such Taxes in respect

of such Certificate by reason of having some connection with any Relevant Jurisdiction

other than the mere holding of such Certificate; or

(b) presented for payment more than 30 days after the Relevant Date except to the extent that

a holder would have been entitled to additional amounts on presenting the same for

payment on the last day of the period of 30 days assuming, whether or not such is in factthe case, that day to have been a Payment Business Day; or

(c) where such withholding or deduction is imposed on a payment to an individual and is

required to be made pursuant to the European Council Directive 2003/48/EC or any lawimplementing or complying with, or introduced in order to conform to, such Directive; or

(d) presented for payment by or on behalf of a Certificateholder who would be able to avoid

such withholding or deduction by presenting the relevant Certificate to another Paying

Agent in a Member State of the European Union.

12 PRESCRIPTION

Claims in respect of amounts due in respect of the Certificates will become prescribed unless made

within periods of 10 years (in the case of principal) and five years (in the case of Periodic

Distribution Amounts) from the Relevant Date in respect of the Certificates, subject to the provisions

of Condition 9 (Payment).

13 DISSOLUTION EVENTS

The occurrence of any of the following events shall constitute a Dissolution Event:

(a) a default is made in the payment of any Periodic Distribution Amount or Redemption

Amount due in respect of any Certificate and such default continues for a period of seven

days; or

(b) the Issuer defaults in the performance or observance of any of its other obligations under

or in respect of the Declaration of Trust or the Agency Agreement and (except in any case

where the failure is incapable of remedy) such default remains unremedied for 21 days

after written notice thereof, addressed to the Issuer by the Trustee, has been delivered to

the Issuer; or

(c) an Event of Default occurs under the Purchase Undertaking; or

(d) the Issuer repudiates any Transaction Document to which it is a party or does or causes

to be done any act or thing evidencing an intention to repudiate any Transaction

Document to which it is a party; or

(e) at any time it is or will become unlawful for the Issuer (by way of insolvency or

otherwise) to perform or comply with any of its obligations under the Transaction

Documents to which it is a party or any of the obligations of the Issuer under the

Transaction Documents to which it is a party are not, or cease to be, legal, valid, binding

and enforceable; or

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(f) either (i) the Issuer becomes insolvent or is unable to pay its debts as they fall due; (ii) an

administrator or liquidator of the whole or substantially the whole of the undertaking,

assets and revenues of the Issuer is appointed (or application for any such appointment is

made); (iii) the Issuer takes any action for a readjustment or deferment of any of itsobligations or makes a general assignment or an arrangement or composition with or for

the benefit of its creditors or declares a moratorium in respect of any of its indebtedness

or any guarantee or any indebtedness given by it; (iv) the Issuer ceases or threatens to

cease to carry on all or substantially the whole of its business (otherwise than for the

purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst

solvent); or

(g) any event occurs which under the laws of Cayman Islands has an analogous effect to any

of the events referred to in paragraph (f).

Upon the occurrence of a Dissolution Event, the Trustee shall give notice of the occurrence of such

Dissolution Event to the Certificateholders (in accordance with Condition 16 (Notices)) and the

Delegate with a request to such Certificateholders to indicate if they wish the Trust to be dissolved.

Upon the occurrence of a Dissolution Event following the issuance of a notice pursuant to the

preceding paragraph, the Trustee in its sole discretion may, and if so requested in writing by the

holders of at least 25 per cent. in aggregate principal amount of such Certificates then outstanding, or

if so directed by an Extraordinary Resolution of the holders of the Certificates shall (subject in each

case to being indemnified and/or secured to its satisfaction) give notice to all the holders of such

Certificates in accordance with Condition 16 (Notices) that the Certificates are to be redeemed at theRedemption Amount on the date specified in such notice (the Early Redemption Date) and that the

Trust is to be dissolved on the day after the last outstanding Certificate has been paid in full.

For the purpose of (a) above, amounts shall be considered due in respect of the Certificates(including any amounts calculated as being payable under Condition 5 (Periodic Distributions) and

Condition 6 (Redemption)) notwithstanding that the Issuer or the Trustee has at the relevant time

insufficient funds or Trust Assets to pay such amounts.

The Trustee has delegated to the Delegate certain of its rights and obligations under this Condition(including, but not limited to the right to give notice to the Issuer under Condition 13(b) as well as

the right to give notice to the Certificateholders of (i) the occurrence of a Dissolution Event and (ii)

the fact that the Certificates are to be redeemed and the Trust dissolved).

14 ENFORCEMENT AND EXERCISE OF RIGHTS

14.1 Upon the occurrence of a Dissolution Event, to the extent that the amounts payable in respect

of the Certificates have not been paid and/or delivered in full, the Trustee shall (acting on behalfof the Certificateholders) take one or more of the following steps:

(a) enforce the provisions of the Purchase Undertaking against the Obligor; or

(b) take such other steps as the Trustee may consider necessary to recover amounts due and/or

deliverable to the Certificateholders.

Notwithstanding the foregoing, the Trustee may at any time, at its discretion and without

notice, take such proceedings and/or other steps as it may think fit against or in relation to the

Issuer and/or the Obligor to enforce their respective obligations under the Transaction

Documents, the Conditions and the Certificates.

14.2 The Trustee shall not be bound to take any action in relation to the Trust Assets or any

Dissolution Event or to take any proceedings or any other steps under these Conditions or the

Transaction Documents unless required to do so (i) by an Extraordinary Resolution or (ii) in

writing by Certificateholders holding at least 25 per cent. in aggregate principal amount of the

Certificates then outstanding, and in each case then only if it shall be indemnified or secured toits satisfaction against all Liability to which it may render itself liable or which it may incur by

so doing.

14.3 No Certificateholder shall be entitled to proceed directly against the Issuer or ALAQARIAunless (a) the Trustee, having become bound so to proceed, fails to do so within 30 days of

becoming so bound and such failure is continuing and (b) the relevant Certificateholder (or such

Certificateholders together with any other Certificateholders who propose to proceed directly

against any of the Issuer or ALAQARIA) holds at least 25 per cent. of the then aggregate

principal amount of the Certificates then outstanding. Under no circumstances shall the Trustee

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or any Certificateholders have any right to cause the sale or other disposition of any of the

Trust Assets, and the sole right of the Trustee and Certificateholders against the Issuer and

ALAQARIA shall be to enforce their respective obligations under the Transaction Documents.

14.4 Conditions 14.1, 14.2, and 14.3 are subject to this Condition 14.4. After enforcing and

distributing or realising the Trust Assets and distributing the net proceeds of the Trust Assets in

accordance with Condition 4.2 (Application of Proceeds from Trust Assets), the obligations of the

Trustee in respect of the Certificates shall be satisfied and no Certificateholder may take any

steps against the Trustee to recover any sums in respect of the Certificates and the right to

receive any such sums unpaid shall be extinguished. In particular, no Certificateholder shall be

entitled in respect thereof to petition or to take any other steps for the winding-up of the Issuer

or the Trustee, nor shall any of them have any claim in respect of the Trust Assets of any othertrust established by the Trustee.

The Trustee has delegated to the Delegate certain of its rights and obligations under this

Condition.

15 REPLACEMENT OF CERTIFICATES

Should any Certificate be lost, stolen, mutilated, defaced or destroyed it may be replaced at the

specified offices of the Replacement Agents upon payment by the claimant of the expenses incurred in

connection with the replacement and on such terms as to evidence and indemnity as the Trustee may

reasonably require. Mutilated or defaced Certificates must be surrendered or an indemnity given

before replacements will be issued.

16 NOTICES

16.1 All notices to the Certificateholders will be valid if:

(a) published in a daily newspaper (which will be in a leading English language newspaperhaving general circulation) in the Gulf region and a daily newspaper having general

circulation in London (which is expected to be the Financial Times) both approved by the

Trustee; or

(b) mailed to them by first class pre-paid registered mail (or its equivalent) or (if posted to an

overseas address) by air mail at their respective addresses in the Register.

In addition, the Issuer shall also ensure that notices are duly given or published in a manner

which complies with the rules and regulations of any listing authority, stock exchange and/orquotation system (if any) by which the Certificates have then been admitted to listing, trading

and/or quotation. Any notice shall be deemed to have been given on the seventh day after being

so mailed or on the date of publication or, if so published more than once or on different dates,

on the date of the first publication.

16.2 Notices to be given by any Certificateholder shall be given in writing and given by lodging the

same (together with the relevant Certificates) with the Registrar and any relevant Agent.

17 MEETINGS OF CERTIFICATEHOLDERS, MODIFICATION, WAIVER, AUTHORISATION

AND DETERMINATION

17.1 The Declaration of Trust contains provisions for convening meetings of Certificateholders to

consider any matter affecting their interests, including the modification or abrogation byExtraordinary Resolution of these Conditions or the provisions of the Declaration of Trust. The

quorum at any meeting for passing an Extraordinary Resolution will be two or more

Certificateholders, proxies or representatives holding or representing more than half in aggregate

principal amount of the Certificates for the time being outstanding, or at any adjourned such

meeting two or more Certificateholders, proxies or representatives present whatever the principal

amount of the Certificates held or represented by him or them. To be passed, an Extraordinary

Resolution requires a majority in favour consisting of not less than three-quarters of the persons

voting on a show of hands or, if a poll is demanded, a majority of not less that three-quartersof the votes cast on such poll. An Extraordinary Resolution duly passed at any meeting of

Certificateholders will be binding on all holders of the Certificates, whether or not they are

present at the meeting and whether or not voting. In addition, a resolution in writing signed by

or on behalf of representatives holding or representing more than ninety per cent. (90 per cent.)

in aggregate of the principal amount of the Certificates will take effect as if it were an

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Extraordinary Resolution. Such a resolution in writing may be contained in one document or

several documents in the same form, each signed by or on behalf of the relevant

Certificateholders.

17.2 The Trustee may agree to, without the consent or sanction of the Certificateholders, to any

modification of, or to the waiver or authorisation of any breach or proposed breach of, any of

these Conditions or any of the provisions of the Declaration of Trust, or determine, without any

such consent as aforesaid, that any Dissolution Event or Potential Dissolution Event shall notbe treated as such, which in any such case is not, in the opinion of the Trustee materially

prejudicial to the interests of Certificateholders or may agree, without any such consent as

aforesaid, to any modification which, in its opinion, is of a formal, minor or technical nature or

to correct a manifest or proven error.

17.3 In connection with the exercise by it of any of its trusts, powers, authorities and discretions

(including, without limitation, any modification, waiver, authorisation, determination or

substitution), the Trustee shall have regard to the general interests of Certificateholders as a

class but shall not have regard to any interests arising from circumstances particular to

individual Certificateholders (whatever their number) and, in particular but without limitation,

shall not have regard to the consequences of any such exercise for individual Certificateholders

or groups of Certificateholders (whatever their number) resulting from their being for anypurpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of,

any particular territory or any political subdivision thereof and the Trustee shall not be entitled

to require, nor shall any Certificateholder be entitled to claim, from the Trustee or any other

person any indemnification or payment in respect of any tax consequence of any such exercise

upon individual Certificateholders except to the extent provided in Condition 11 (Taxation).

17.4 Any modification, abrogation, waiver, authorisation, determination or substitution shall be

binding on Certificateholders and any modification, abrogation, waiver, authorisation,

determination or substitution shall be notified by the Trustee to Certificateholders as soon as

practicable thereafter in accordance with Condition 16 (Notices).

The Trustee has delegated to the Delegate certain of its rights and obligations under this

Condition.

18 INDEMNIFICATION AND LIABILITY OF THE TRUSTEE

18.1 The Declaration of Trust contains provisions for the indemnification of the Trustee (and its

agents and delegates) in certain circumstances and for its relief from responsibility, including

provisions relieving it from taking action unless indemnified and/or secured to its satisfaction. In

particular, in connection with the exercise of any of its rights in respect of the Trust Assets, the

Trustee shall not be required to take any action unless directed to do so in accordance with

Condition 14.2.

18.2 The Trustee makes no representation and assumes no responsibility for the validity, sufficiency

or enforceability of the obligations of ALAQARIA under the Transaction Documents to which

it is a party and shall not under any circumstances have any liability or be obliged to account

to Certificateholders in respect of any payments which should have been paid by ALAQARIA

but are not so paid and shall not in any circumstances have any liability arising from the TrustAssets other than as expressly provided in these Conditions or in the Declaration of Trust.

18.3 The Trustee is excepted from (i) any liability in respect of any loss or theft of the Trust Assets

or any cash, (ii) any obligation to insure the Trust Assets or any cash and (iii) any claim arisingfrom the fact that the Trust Assets or any cash are held by or on behalf of the Trustee or on

deposit or in an account with any depositary or clearing system or are registered in the name of

the Trustee or its nominee, unless such loss or theft arises as a result of default or misconduct

of the Trustee.

19 CURRENCY INDEMNITY

The Issuer agrees to indemnify each Certificateholder against any loss incurred by such holder as aresult of any judgment or order being given or made for any amount due under such Certificate and

such judgment or order is expressed and paid in a currency (the Judgment Currency) other than U.S.

dollars and as a result of any variation as between (a) the rate of exchange at which the U.S. dollar

is converted into the Judgment Currency for the purpose of such judgment or order and (b) the rate

of exchange at which the holder on the date of payment of such judgment or order is able to

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purchase U.S. dollars with the amount of the Judgment Currency actually received by the holder.

This indemnification will constitute a separate and independent obligation of the Issuer and will

continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term

rate of exchange includes any premiums and costs of exchange payable in connection with thepurchase of, or conversion into, U.S. dollars.

20 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to

enforce any term of these Conditions, but this does not affect any right or remedy of any person

which exists or is available apart from that Act.

21 GOVERNING LAW AND SUBMISSION TO JURISDICTION

21.1 The Transaction Documents are governed by, and will be construed in accordance with, English

law.

21.2 The Issuer has in the Declaration of Trust irrevocably and unconditionally agreed for the benefit

of the Trustee, the Delegate and Certificateholders that the courts of England are to have non-exclusive jurisdiction to settle any dispute (a Dispute) which may arise out of or in connection

with the Declaration of Trust or the Certificates and that accordingly any suit, action or

proceedings arising therefrom or in connection therewith (together referred to as Proceedings)

may be brought in the courts of England.

21.3 The Issuer has in the Declaration of Trust irrevocably and unconditionally waived and agreed

not to raise any objection which it may have now or subsequently to the laying of the venue of

any Proceedings in the courts of England and any claim that any Proceedings have been

brought in an inconvenient forum and has further irrevocably and unconditionally agreed that ajudgment in any Proceedings brought in the courts of England shall be conclusive and binding

upon the Issuer and may be enforced in the courts of any other jurisdiction. Nothing in this

Condition shall limit any right to take Proceedings against the Issuer in any other court of

competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude

the taking of Proceedings in any other jurisdiction, whether concurrently or not.

21.4 Notwithstanding the above terms of this Condition, the Certificateholders may, at any time,

serve a notice upon the Issuer requiring that a particular Dispute be resolved by arbitration.Upon service of such a notice, that Dispute shall be referred to and finally resolved by

arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce (the

Rules) from time to time in force. Those Rules are deemed to be incorporated by reference into

this Condition insofar as they do not conflict with its express provisions. The tribunal shall be

composed of three arbitrators appointed in accordance with the Rules. In the case of a multi-

party dispute, the arbitrators shall be appointed in accordance with Article 10 of the Rules. The

seat of the arbitration shall be London, England and the language of the arbitration shall be

English.

21.5 The Issuer has in the Declaration of Trust irrevocably and unconditionally appointed an agent

for service of process in England in respect of any Proceedings and has undertaken that in the

event of such agent ceasing so to act it will appoint such other person as the Trustee may

approve as its agent for that purpose. In the event that no such replacement agent for service of

process in England has been appointed by the Issuer within 14 days, the Trustee shall have the

power to appoint, on behalf of and at the expense of the Issuer, a replacement agent for service

of process in England.

22 DEFINITIONS AND INTERPRETATION

22.1 Definitions

In these Conditions:

Agents means any of the Paying Agents, the Registrar, the Replacement Agent, the Calculation Agentor the Transfer Agent appointed by the Trustee pursuant to the Agency Agreement.

Aggregate Face Amount means, at any time, the aggregate principal amount of the outstanding

Certificates which shall be U.S.$300,000,000.

Assets shall have the meaning given to such term in Condition 4.1.

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Business Day means a day (other than a Friday) on which commercial banks and foreign exchange

markets are open for general business in Doha, London and, if a payment in U.S. dollars is required

on such day, New York

Dissolution Event shall have the meaning given to such term in Condition 13.

Early Redemption Date has the meaning given to such term in Condition 13.

Event of Default shall have the meaning given to such term in the Purchase Undertaking.

The events of default are defined as any of the events set out below:

(a) either ALAQARIA or the Investment Manager fails to pay any amount payable pursuant to

any of the Transaction Documents to which it is a party and such default continues for a

period of seven days;

(b) ALAQARIA fails to comply with any of the covenants contained in Clause 4 (Undertakings)

of the Purchase Undertaking;

(c) ALAQARIA (in any capacity) defaults in the performance or observance of any of its other

obligations under or in respect of the Transaction Documents to which it is a party;

(d) any of the following events occur (the Cross Default):

(i) any Financial Indebtedness of ALAQARIA is not paid when due nor within any

applicable grace period;

(ii) any Financial Indebtedness of ALAQARIA is declared to be or otherwise becomes due

and payable prior to its specified maturity as a result of an event of default (however

described);

(iii) any commitment for any Financial Indebtedness of ALAQARIA is cancelled or

suspended by a creditor of ALAQARIA, as a result of an event of default (however

described);

(iv) any creditor of ALAQARIA becomes entitled to declare any Financial Indebtedness of

ALAQARIA, due and payable prior to its specified maturity as a result of an event of

default (however described),

provided that no Event of Default will occur under this paragraph if the aggregate amount of

Financial Indebtedness or commitment for Financial Indebtedness falling within sub-

paragraphs (i) to (iv) above is less than U.S.$2,500,000 (or its equivalent in any other

currency or currencies);

(e) ALAQARIA is unable or admits inability to pay its debts, as they fall due, suspends making

payments on any of its debts or, by reason of actual or anticipated financial difficulties,

commences negotiations with one or more of its creditors with a view to a general

rescheduling of any of its Financial Indebtedness;

(f) ALAQARIA takes any corporate action or other steps are taken or legal proceedings are

started for its winding-up, dissolution, administration, bankruptcy or re-organisation (whether

by way of voluntary arrangement, scheme of arrangement or otherwise) or for the

appointment of a liquidator, receiver, administrator, administrative receiver, conservator,

custodian, trustee or similar officer of ALAQARIA or of any or all of its revenues or assets,

provided that this paragraph shall not apply to any corporate action, legal proceedings or

other procedure presented by a creditor or any other person which is reasonably considered by

ALAQARIA to be a frivolous or vexatious claim and is being diligently contested in good

faith;

(g) any action, condition or thing at any time required to be taken, fulfilled or done in order (i)

to enable ALAQARIA or the Investment Manager lawfully to enter into, exercise its rights

and perform and comply with its obligations under and in respect of the Transaction

Documents (to which it is a party) or (ii) to ensure that the obligations are binding is not

taken or done within 30 days of the Trustee or the Delegate giving notice in writing to

ALAQARIA or the Investment Manager (as the case may be);

(h) ALAQARIA repudiates a Transaction Document or evidences an intention to repudiate a

Transaction Document;

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(i) any court or arbitration makes a final non-appealable judgment or arbitral award against

ALAQARIA the amount of which, when aggregated with any other unsatisfied final non-

appealable judgments or arbitral awards against ALAQARIA, exceeds U.S.$2,500,000 and

which ALAQARIA fails to pay within 30 days of the date at which the obligation to pay

arises;

(j) by or under the authority of any government:

(i) the board of directors of ALAQARIA is displaced or the authority of ALAQARIA in

the conduct of its business is wholly or substantially curtailed; or

(ii) all or a majority of the issued share of ALAQARIA or the whole or any substantial

part (the book value of which is 40 per cent. or more of the book value of the whole)

of its revenues or assets is nationalised or expropriated; or

(k) at any time the government of Qatar, directly or indirectly, ceases to own at least twenty per

cent. of the issued capital in ALAQARIA.

Cure Periods

(1) Notwithstanding any of the above but subject to sub-clause (2), no Event of Default will

occur if the breach is capable of remedy and is remedied within five (5) Business Days of

ALAQARIA becoming aware of the breach and the Trustee or the Delegate giving notice to

ALAQARIA.

(2) No Event of Default under sub-clauses (c) or (d) above will occur if the breach is capable of

remedy and is remedied within fifteen (15) Business Days of the earlier of:

(i) ALAQARIA notifying the Trustee and the Delegate of any Event of Default; and

(ii) the Trustee or the Delegate giving notice to ALAQARIA.

For these purposes:

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised

equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,

debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in

accordance with International Financial Reporting Standards (IFRS), be treated as a finance

or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a

non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase

agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from

fluctuation in any rate or price (and, when calculating the value of any derivative transaction,

only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or

documentary letter of credit or any other instrument issued by a bank or financial institution

excluding any performance bonds;

(i) any amount of any liability under an advance or deferred purchase agreement if one of the

primary reasons behind the entry into this agreement is to raise finance;

(j) any obligations incurred in respect of any Islamic financing arrangements; and

(k) (without double counting) the amount of any liability in respect of any guarantee or

indemnity for any of the items referred to in paragraphs (a) to (j) above.

Excess Profit shall have the meaning given to such term in Condition 4.1.

Exercise Date means the date on which the Exercise Price is due pursuant to the terms of the

Purchase Undertaking or the Sale Undertaking.

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Exercise Price means the price payable by the Obligor to purchase the Assets under either the

Purchase Undertaking or the Sale Undertaking.

Investment Management Agreement shall have the meaning given to such term in Condition 4.1.

Investment Manager shall have the meaning given to such term in Condition 4.1.

Investment Plan shall have the meaning given to such term in Condition 4.1.

Late Payment Amount means any late payment amount paid by the Obligor pursuant to clause 3.5 of

the Purchase Undertaking or clause 3.6 of the Sale Undertaking.

Liability means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceedingor other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts

and other charges) and including any value added tax or similar tax charged or chargeable in respect

thereof and properly incurred legal fees and expenses on a full indemnity basis.

LIBOR means for each Periodic Distribution Date, the London inter-bank offered rate for three-

month U.S. dollar deposits determined in accordance with Condition 5.2 (LIBOR determinations).

LIBOR Determination Date means the second London Business Day preceding the first day of each

Periodic Distribution Period.

Liquidity Amounts shall have the meaning given to such term in Condition 4.1.

London Business Day means a day on which commercial banks and foreign exchange markets are

open for general business in London.

Margin means 0.73 per cent. per annum.

Obligor shall have the meaning given to such term in Condition 4.1.

Periodic Distribution Amount shall have the meaning given to such term in Condition 5.1.

Periodic Distribution Date shall have the meaning given to such term in Condition 5.1.

Periodic Distribution Period shall have the meaning given to such term in Condition 5.1.

person means any individual, corporation, partnership, joint venture, association, joint stock company,

trust, unincorporated organisation, limited liability company or government or agency, or political

subdivision thereof, or other entity.

Potential Dissolution Event means any event which, with the giving of notice, lapse of time orfulfilment of any other applicable condition (or any combination of any of the foregoing) would

constitute a Dissolution Event.

Proceedings shall have the meaning given to such term in Condition 21.2.

Purchase Undertaking shall have the meaning given to such term in Condition 4.1.

Redemption Amount means, as of any date, the aggregate principal amount of the Certificates then

outstanding plus all unpaid accrued Periodic Distribution Amounts as of such date and any

additional amounts that may be due pursuant to Condition 11 (Taxation).

Redemption Date shall have the meaning given to such term in Condition 4.2.

Reference Banks means the principal London office of each of four major banks engaged in the

London inter-bank market selected by, or on behalf, of the Issuer; provided that once a ReferenceBank has first been selected by the Issuer or its duly appointed representative, such Reference Bank

shall not be changed unless it ceases to be capable of acting as such.

Register shall have the meaning given to such term in Condition 1.1.

Regulation S means Regulation S of the U.S. Securities Act of 1933.

Relevant Date means, in respect of any payment in relation to a Certificate, the later of (a) the date

on which the payment first becomes due but, and (b) if the full amount payable has not been

received by the Principal Paying Agent on or before the due date, the date on which (the full amount

having been so received) notice to that effect has been given to the Certificateholders by the Issuer in

accordance with Condition 16.

Relevant Jurisdiction means the State of Qatar and the Cayman Islands or any political subdivision orany authority thereof or therein having power to tax.

Sale Undertaking shall have the meaning given to such term in Condition 4.1.

Scheduled Redemption Date means 2 August 2012.

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Screen Rate means in relation to LIBOR, the rate for three-month deposits in U.S. dollars, which

appears on Reuters screen page LIBOR 01 (or such replacement page on that service which displays

the same information).

Tax Redemption Date shall have the meaning given to such term in Condition 6.3.

Taxes shall have the meaning given to such term in Condition 11.

Transaction Account shall have the meaning given to such term in Condition 4.1.

Transaction Documents shall have the meaning given to such term in Condition 4.1.

Trust shall have the meaning given to such term in Condition 4.1.

Trust Assets shall have the meaning given to such term in Condition 4.1.

U.S.$ and U.S. dollars means United States dollars, being the legal currency for the time being of the

United States of America.

22.2 Interpretation

In these Conditions, unless otherwise specified or unless the context otherwise requires headings and

sub-headings are for ease of reference only and shall not affect the construction of these Conditions.

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GLOBAL CERTIFICATE

The Global Certificate contains the following provisions which apply to the Certificates whilst they

are represented by the Global Certificate, some of which modify the effect of the Conditions. Terms

defined in the Conditions have the same meaning in the paragraphs below.

Holders

For so long as all of the Certificates are represented by the Global Certificate and the Global

Certificate is held on behalf of a clearing system, each person (other than another clearing system)

who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg (as the case

may be) as the holder of a particular aggregate principal amount of such Certificates (each, a Holder)

(in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg(as the case may be) as to the aggregate principal amount of such Certificates standing to the account

of any person shall be conclusive and binding for all purposes) shall be treated as the holder of such

aggregate principal amount of such Certificates (and the expression Certificateholders and references to

holding of Certificates and to holder of Certificates shall be construed accordingly) for all purposes

other than with respect to payments on such Certificates, the right to which shall be vested, as

against the Issuer and the Trustee solely in the Common Depositary for the relevant clearing system

(the Common Depositary) in accordance with and subject to the terms of the Global Certificate. Each

Holder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its shareof each payment made to the Common Depositary.

Cancellation

Cancellation of any Certificate following its redemption by the Issuer will be effected by reduction in

the aggregate principal amount of the Certificates in the register of Certificateholders and by the

annotation of the appropriate schedule to the Global Certificate.

Payments

Payment of the Redemption Amount and any Periodic Distribution Amount in respect of Certificates

represented by the Global Certificate will be made upon presentation or, if no further payment falls

to be made in respect of the Certificates, against presentation and surrender of the Global Certificate

to or to the order of the Registrar or such other Agent as shall have been notified to the holder ofthe Global Certificate for such purpose.

Distributions of amounts with respect to book-entry interests in the Certificates held through

Euroclear or Clearstream, Luxembourg will be credited, to the extent received by the Registrar, to the

cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant

system’s rules and procedures.

Notices

So long as all the Certificates are represented by the Global Certificate and the Global Certificate is

held on behalf of a clearing system, notices to Certificateholders may be given by delivery of the

relevant notice to that clearing system for communication by it to entitled Certificateholders in

substitution for notification as required by the Conditions except that, so long as the Certificates are

listed on any stock exchange, notices shall also be published in accordance with the rules of such

stock exchange. Any such notice shall be deemed to have been given to the Certificateholders on the

third day after the day on which such notice is delivered to the relevant clearing systems.

Registration of Title

Registration of title to Certificates in a name other than that of the Common Depositary or its

nominee will not be permitted unless Euroclear or Clearstream, Luxembourg, as appropriate, notifies

the Issuer that it is unwilling or unable to continue as a clearing system in connection with the

Global Certificate, and in each case a successor clearing system approved by the Trustee is notappointed by the Issuer within 90 days after receiving such notice from Euroclear or Clearstream,

Luxembourg. In these circumstances title to a Certificate may be transferred into the names of

holders notified by the Common Depositary in accordance with the Conditions, except that

Certificates in respect of Certificates so transferred may not be available until 21 days after the

request for transfer is duly made.

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The Registrar will not register title to the Certificates in a name other than that of the Common

Depositary or its nominee for a period of seven calendar days preceding the due date for any

payment of a Distribution Amount in respect of the Certificates.

Transfers

Transfers of book-entry interests in the Certificates will be effected through the records of Euroclear

or Clearstream, Luxembourg and their respective participants in accordance with the rules and

procedures of Euroclear or Clearstream, Luxembourg and their respective direct and indirect

participants, as more fully described under Clearance and Settlement.

Individual Certificates

Interests in the Global Certificate will be exchangeable or transferable, as the case may be, for

Certificates in definitive form (Individual Certificates) upon the occurrence of an Exchange Event. For

these purposes, Exchange Event means that (i) a Dissolution Event has occurred and is continuing or

(ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed

for business for a continuous period of 14 days (other than by reason of holiday, statutory or

otherwise) or have announced an intention permanently to cease business or have in fact done so and

no successor clearing system is available. In any such event, the Issuer will issue IndividualCertificates (in exchange for the whole of the Global Certificate) within 45 days of the occurrence of

the relevant Exchange Event upon presentation of the Global Certificate by the person in whose

name the Global Certificate is registered in the register kept by the Registrar in respect of the

Certificates on any day (other than a Saturday or Sunday) on which banks are open for business in

the city in which the Registrar has its office.

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USE OF PROCEEDS

The proceeds of the issue of the Certificates, being U.S.$300,000,000, will be used by Qatar Alaqaria

Sukuk Company to invest with the Investment Manager in accordance with the terms of the

Investment Management Agreement.

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ALAQARIA – SELECTED FINANCIAL INFORMATION

The financial data summarised below is derived from the ALAQARIA audited financial statements

for the years ended 31 December 2006 and 2005 and the reviewed, financial statements for the

six-month period ended 30 June 2007. Half yearly results are not necessarily indicative of the results

for a full year. The ALAQARIA financial statements are prepared in accordance with IFRS andpresented in Qatari Riyals.

This summary should be read together with the financial statements which appear elsewhere in thisProspectus.

Selected Balance Sheet Information:

June 30,

2007

(QR’000)

December 31,

2006

(QR’000)

December 31,

2005

(QR’000)

(Reviewed) (Audited) (Audited)

ASSETS:

Cash at banks 490,874 410,808 203,996Accounts receivable and other debit balances 248,109 193,137 21,451

Finance lease receivable 216,245 231,348 265,945

Investments 294,026 910,854 414,382

Investment properties 923,059 816,407 820,752

Investment in associate company 642,914 640,756 —

Deferred finance charges 28,432 93,223 27,078

Projects in progress 886,462 498,451 141,337

Property and equipment 2,199 1,890 981

Total Assets 3,732,320 3,796,874 1,895,922

LIABILITIES AND EQUITY:

Liabilities:Accounts payable and other credit balances 269,786 714,093 81,094

Unearned finance income 76,720 85,874 105,246

Loans 1,716,314 1,314,456 314,676

Total Liabilities 2,062,820 2,114,423 501,016

Equity:

Share capital 720,000 600,000 500,000

Legal reserve 743,430 743,430 743,430General reserve 1,025 1,025 1,025

Investments revaluation reserve 16,900 159,458 7,736

Retained earnings 188,145 56,088 40,965

Proposed issue of bonus shares — 120,000 100,000

Proposed Directors’ remuneration — 2,450 1,750

Total Equity 1,669,500 1,682,451 1,394,906

Total Liabilities and Equity 3,732,320 3,796,874 1,895,922

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Selected Income Statement Information:

Six-month

Period Ended

30 June2007

(QR’000)

Six-month

Period Ended

30 June2006

(QR’000)

Year Ended

December 31,2006

(QR’000)

Year Ended

December 31,2005

(QR’000)

(Reviewed) (Reviewed) (Audited) (Audited)

Rental income 76,168 58,495 123,343 110,852

Real estate investment income — 55,650 144,347 273

Finance lease income 10,870 11,613 22,805 17,932

Share of profits from associate 2,158 — 19,485 —Investments income (loss) 119,866 (5,610) 12,186 33,449

Other income 1,594 1,454 5,928 7,748

Total Income 210,656 121,602 328,094 170,254

Operations Cost (24,506) (11,949) (20,744) (19,961)

Depreciation for investment properties (16,844) (12,073) (25,500) (23,374)

Depreciation for property and equipment (418) (286) (734) (362)

General and administrative expenses (8,909) (6,696) (17,100) (9,507)

Finance charges (26,712) (7,308) (27,698) (13,851)

Foreign exchange (loss) gain (1,210) 801 469 9,321

Impairment loss on investments — (14,900) (99,214) —

Profit for the Period/Year 132,057 69,191 137,573 112,520

Adjusted basic and diluted earnings

per share/QR 1.83 0.96 1.91 1.56

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ALAQARIA – FINANCIAL REVIEW AND ANALYSIS

The following discussion and analysis is derived from and should be read in connection with

ALAQARIA’s audited financial statements, and the related notes for the year ended 31 December

2006. ALAQARIA’s financial statements have been prepared in accordance with International

Financial Reporting Standards (IFRS). In addition, ALAQARIA has presented certain financialinformation in the following discussion as at, and for the six months period ended, 30 June 2007. All

such half yearly financial information is derived from ALAQARIA’s unaudited interim financial

statements as at and for the six months period ended 30 June 2007.

1. REVENUE ANALYSIS

ALAQARIA is Qatar’s main provider of commercial and housing facilities for energy sector relatedindustrial areas and cities.

The following chart shows the revenue breakdown of ALAQARIA’s business operations:

Revenue Breakdown

111 123

2936

0

144

15-

18 23

6-

20

- 1

33

12

112

8 6 6

(20)

-

20

40

60

80

100

120

140

160

2005

2006

31/3/2006

31/3/2007

Year/Period

QR (million)

Rental Income Real Estate Investment Income Finance Lease Income

Share of profits from associate Investment Income Other Income

11

Finance lease income

Finance leases provide stable, long term rental income for ALAQARIA as they are underpinned by

off-take arrangements, typically of between 10 to 15 years’ duration, with government owned entities

such as QP and Qatar Post. Under the finance leases that ALAQARIA has in place with its clients,

ownership is transferred to the lessee at the end of the lease. Payments under such leases are classified

as finance lease receivables by ALAQARIA. A finance lease receivable is stated as an amount equal

to the present value of the minimum lease payments at the inception of the lease.

ALAQARIA apportions lease payments between finance lease receivables and unearned finance

income so as to achieve a constant rate of return on the remaining balance of the receivable.

As at 31 December 2006 finance lease income had increased by 28 per cent. to QR 23 million

compared to QR 18 million for the year ended 31 December 2005.

No new finance lease projects have been completed in 2007, accordingly, ALAQARIA’s QR 11

million finance lease income for the first six months of 2007 is substantially the same as for the

corresponding period in 2006.

Rental Income

ALAQARIA’s rental income is derived from energy sector clients that ALAQARIA provides with

both residential and commercial developments. These clients are classified into two segments:

* QP Related Clients: ALAQARIA provides residential facilities for Qatari Government joint

venture entities and state owned entities such as Qatar Gas, Ras Laffan Liquefied Natural GasCompany, Dolphin Energy and other international oil majors and energy companies. These

projects are developed on land to which ALAQARIA has exclusive use rights granted by the

government to ALAQARIA. ALAQARIA enters into lease agreements for a period of between

5 and 25 years and provides the facilities management services for these properties during the

term of their lease. Guaranteed off-take agreements are signed before development commences

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which provides ALAQARIA with a predetermined rate of return over the life of each project.

These agreements include a five year rental review, with the ability to pass increases in variable

operating costs for the facilities to the lessee.

Rental income derived from QP related clients totalled QR 99 million and QR 95 million for

the years ended 31 December 2006 and 2005 respectively.

New projects were completed towards the end of 2006 and early 2007. The completion of these

projects resulted in an increase in rental income from QP related clients from QR 48 million toQR 54 million for the period ended 30 June 2006 and 30 June 2007 respectively.

* Energy Related Clients: ALAQARIA provides labour accommodation for QP contractors on

land leased from the government in industrial cities throughout Qatar. ALAQARIA also

provides the facilities management services for these properties during the term of their leases.

The leases on these properties include an annual rental review, with the ability to pass through

increases in variable operating costs for facilities to the lessee.

Rental income from energy related clients increased from QR 11 million to QR 22 million for

the first six months of 2006 and 2007 respectively as a result of new projects completed during

the year 2006 and early 2007, and from QR 16 million to QR 24 million for the years ended

31 December 2005 and 2006 respectively.

Rental Income Breakdown

95 99

48 54

16 2411

22

0

50

100

150

2005 30/6/2006 30/6/2007

Year/Period

QR

(m

illio

n)

QP related clients Energy related clients

2006

Real Estate Investment Income

ALAQARIA has acquired a land bank for use in commercial development projects. Over the course

of 2006, ALAQARIA sold three pieces of land from this land bank. Additionally, ALAQARIA sold

a real estate project that it had been developing. The total income generated from these saletransactions amounted to QR 144 million. ALAQARIA completed these transactions based on the

market conditions prevalent at the time that they were entered into and they do not represent an

on-going line of business for ALAQARIA.

Investment Income

ALAQARIA has made selective investments in closed companies, listed companies and real estate

funds. Income from these investments is received mainly in the form of dividends and profit from thesale of such investments.

In March 2007, ALAQARIA sold its investment in Barwa Al Khor Ltd. and realised a net profit ofQR 105 million.

Due to the permanent decline in the Doha Securities Market over an extended period of time during

and before 2006, the Board of Directors of ALAQARIA decided to recognise certain impairment

losses that were previously recorded under equity into ALAQARIA’s income statement. This

impairment amounted to QR 99 million and was classified as ‘‘Impairment loss on investments’’ in

the statement of income for the year ended 31 December 2006.

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Share of profits from Associate

In December 2006, ALAQARIA acquired 50 per cent. of ASAS. ALAQARIA’s share in ASAS’

profits amounted to QR 19 million for the year ended 31 December 2006 and QR 2.2 million for thefirst six months of 2007. See Investment in associate company below.

Other income

Income which ALAQARIA classifies as ‘‘Other Income’’ is mainly generated from profits on Sharia

compliant deposits which ALAQARIA maintains on a short term basis to invest surplus funds.

‘‘Other Income’’ amounted to QR 6 million and QR 8 million for the years ended 31 December 2006and 2005 respectively.

2. OPERATIONS COST

Operations Cost Analysis

13

1

46 6

24

11

86

13

24 3 4

0

5

10

15

2005 30/6/2006 30/6/2007

Year/Period

QR

(m

ilii

on

)

Staff Cost Utilities Repair and maintenance Others

2006

Operations costs are those costs incurred to maintain ALAQARIA’s investments properties, such as

maintenance, utilities and the costs of operations staff.

For the first six months of 2007 operating costs amounted to QR 25 million compared to

QR 12 million for the same period of 2006. The two primary reasons for the change are:

(a) the increase in the number of operated projects during the 2007 period compared to 2006. Thisincrease has required greater investment in both personnel and resources; and

(b) ALAQARIA has initiated a maintenance programme on the sewage system which services one

of its existing projects. The expected total cost is estimated at QR 9.5 million. As a matter of

prudence the amount was fully charged to the maintenance cost of the six months period ended

30 June 2007. However, ALAQARIA’s management will review and analyse the costs for the

possibility of further capitalisation upon completion of the programme.

3. FINANCE CHARGES

Finance costs on projects under construction are capitalised as part of the cost of properties during

the construction period.

Accordingly, finance charges include the un-capitalised portion of the finance cost and the

amortisation of deferred finance charges.

Finance charges amounted to QR 28 million and QR 14 million for the years ended 31 December

2006 and 2005 respectively. The QR 14 million increase was primarily the result of an amortisation

charge of QR 9 million relating to the acquisition of Barwa Al Khor investment.

During the first half of 2007, finance charges increased by QR 19 million, mainly due to the increase

in ALAQARIA’s total debt.

4. GENERAL AND ADMINISTRATIVE EXPENSES

ALAQARIA’s general and administrative expenses (the G&A) consist primarily of staff costs and

related staff expenses (housing allowance and rentals, travel and transportation, vacation and airline

tickets and bonus and incentives) in addition to other fixed head office expenditure. The increase in

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the G&A during the year 2006 was mainly due to an increase in ALAQARIA’s G&A headcount.

This increase caused G&A related expenses to rise to QR 17 million from QR 10 million in 2005.

For the first half of 2007 the G&A related expenses increased to QR 9 million from QR 7 million in

the first half of 2006 due to the increased head count.

5. ANALYSIS OF LIQUIDITY AND CASH FLOWS

The following table sets out a summary of ALAQARIA’s audited cash flows for the financial years

2006 and 2005, and reviewed cash flows the first six months of 2007 and 2006:

Period Ended

30 June 2007

Period Ended

30 June 2006

Period Ended

31 December

2006

Period Ended

31 December

2005

QR Million QR Million QR Million QR Million

Net Cash from operating activities 171 95 138 137

Net Cash used in investing activities (454) (337) (891) (648)

Net Cash from financing activities 363 107 960 626

Cash at the end of period 491 69 411 204

Net Cash from operating activities

Net cash flow generated from operations stood at QR 171 million for the 6 month period ended 30June 2007, vs. QR 95 million for the same period of 2006. There was a QR 2 million growth in net

cash flow generated from operations to QR 138 million for the year ended 31 December 2006 from

QR 137 million for 2005. The positive variance is driven by the number of projects completed over

that period and the increase in cash flows generated from these projects.

Net Cash used in investing activities

Cash flow used in investing activities amounted to QR 454 million for the 6 month period ended 30

June 2007 compared to QR 337 million for the same period of 2006 and QR 891 million for the year

ended December 2006 compared to QR 648 million for 2005. The increase in cash used in investing

activities is mainly attributable to the investments ALAQARIA is making in its new projects and theacquisition of ASAS.

Net Cash from (used in) financing activities

ALAQARIA has diversified its funding sources by raising funds through regional and international

banks as well as international capital markets. As a result ALAQARIA generated a positive cash flow

of about QR 363 million from financing activities during the first half of 2007 and QR 960 million in

the year ended December 2006. This positive cash flow from financing activities has provided the cash

used in investing activities. During the year ended 31 December 2005, ALAQARIA increased its

capital by QR 237.5 million and had a share premium from this increase amounting to

QR 712.5 million. The total QR 950 million was used in part to pay QR 267 million of debt and

also directed towards various investments.

6. BALANCE SHEET ANALYSIS

Assets

Cash at banks

Cash as of 30 June 2007 reached QR 491 million compared to QR 411 million as of

31 December 2006. The increase during the first half of 2007 was due to receiving the third and final

tranches of the USD 270 million Sukuk for USD 50 million and USD 70 million respectively.

Accounts Receivable

ALAQARIA’s accounts receivable consists mainly of advances to its contractors. As of 30 June 2007,

accounts receivable increased by QR 55 million compared to 31 December 2006 (QR 248 million and

QR 193 million respectively).

The majority of ALAQARIA’s rent receivables are from reputable off-takers (the Qatar government

and government related companies). The remainder are secured by bank guarantees and postdated

cheques. ALAQARI, during its twelve years of operations, has provided for only QR 200,000 worth

of bad debt.

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Finance Lease Receivable

A finance lease receivable is stated at an amount equal to the present value of the minimum lease

payments at the inception of the lease.

Almost 95 per cent. of the finance lease receivables are due from QP. Approximately 5 per cent. of

the finance lease receivables are due from governmental entities.

Investments

Available-for-sale investments are financial assets that are not held for trading or held to maturity.

Available-for-sale instruments include local shares and private equity investments.

Gains and losses arising from a change in the fair value of available-for-sale investments are

recognised directly in equity. When the investments are sold, impaired, collected or otherwise disposed

of, the cumulative gain or loss recognised in equity is transferred to the income statement. When apermanent decline in available-for-sale investments has taken place and there is objective evidence

that the asset is permanently impaired, the amount in excess of the cumulative profit that had been

recognised directly in equity is recognised in profit and loss even if the financial asset is not

derecognised.

Investments where the fair market price is not available are measured at cost, including transaction

costs less any impairment losses.

Details of ALAQARIA’s investments are:

30 June 2007

(QR million)

(Reviewed)

31 December

2006

(QR million)

(Audited)

Quoted investments:

Local shares 115 201

Managed funds at fair value 27 25

142 226

Unquoted investments:

Investments in unquoted local companies 38 17

Investments in unquoted foreign companies 5 5

Investments in real estate funds 110 110

Investment in Barwa Al Khor Ltd.* — 553

Provision for impairment of unquoted local company investment (1) (1)

152 684

Total 294 910

* In March 2007 ALAQARIA sold its investment in Barwa Al Khor Ltd. and realised a net profit of QR 105 million.

Investment Properties

Investment properties are investments in land and/or buildings in Qatar acquired or constructed toearn rental income from such properties.

Investment properties are stated at cost less accumulated depreciation and any impairment losses.

Depreciation is calculated on a straight-line method. No depreciation is calculated on investments inland. The rates of depreciation used are based on an estimate of the useful life of a ‘‘building’’

(investment property) as being between 20-33.3 years and the useful life of ‘‘infrastructure’’ being

50 years.

Gains or losses arising from the retirement or disposal of investment property are recognised as

income or loss in the statement of income.

The majority of ALAQARIA investment properties are located in industrial areas, where no active

market exists (ownership of property is restricted). Accordingly, in order for ALAQARIA

management to arrive at the fair value of the investment property and to test the assets impairment,

it uses other valuation techniques such as discounted future cash flows and best estimates of the

market value of similar assets.

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Investment properties (net of depreciation) as of 30 June 2007 amounted to QR 923 million compared

to QR 816 million as of 31 December 2006.

Analysis of the balances according to the properties’ type of customers is as follows:

160 160

591544

164106

8 60

100

200

300

400

500

600

700

June 30, 2007 December 31, 2006

As Of

Land Buildings - QP related clients

Buildings - Energy related clients Furniture and Equipment

Investment Property Analysis

(Net of Depreciation)

QR

(m

illio

n)

Investment in associate company

Associates are those entities in which ALAQARIA holds, directly or indirectly, between 20 per cent.

and 50 per cent. of the voting power and exercises significant influence, but not control, over the

financial and operating policies. Investments in associated companies are accounted for under the

equity method of accounting. The financial statements include ALAQARIA’s share of the total

recognised gains and losses of associates on an equity accounted basis, from the date that significant

influence commences until the date that significant influence ceases. When ALAQARIA’s share of

losses exceeds its interest in an associate, ALAQARIA’s carrying amount is reduced to nil and

recognition of further losses is discounted except to the extent that ALAQARIA has incurred legal orconstructive obligations or made payments on behalf of an associate.

During the year 2006, ALAQARIA invested 50 per cent. in ASAS Real Estate (ASAS, a Qataricompany with limited liability (W.L.L) incorporated and registered on 11 December 2006). The paid

up capital of ASAS amounted to QR 5 million, of which QR 2.5 million was paid by ALAQARIA.

Investment in ASAS has been treated as an investment in an associate company, as the management

believe they can only exercise significant influence over the investee.

Each of the shareholders in ASAS has made an asset contribution to ASAS. The fair value of thecontributed assets amounted to QR 1,415 million of which ALAQARIA’s contribution is

QR 308 million (book value of QR 131 million).

As a result of this contribution, ALAQARIA has recognised a 50 per cent. of the gain from the sale

of its assets to the investee company into the income statement.

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The following chart represents a summary of the financial information for ASAS for the periods

ended 30 June 2007 and 31 December 2006:

30 June 2007

(QR million)(Reviewed)

31 December

2006

(QR million)(Audited)

Total assets 1,466 1,477

Total liabilities (3) (18)

Net assets 1,463 1,459

ALAQARIA’s share of associate net assets 731 729

Less: Unrealised gains on acquiring investment (88) (88)

Net ALAQARIA’s share of associate 643 641

Total revenue 19 53

Net profit for the period 4 39

ALAQARIA’s share of associate’s profit for the period 2 19

Projects in progress

Projects in progress are carried at cost, less any recognised impairment loss. Cost includesprofessional fees and borrowing costs capitalised in accordance with ALAQARIA’s accounting policy.

Upon the completion of a project it will be either sold or recorded as an investment property or

financing lease as appropriate.

The value of ALAQARIA’s projects in progress has grown from QR 498 million as of 31 December

2006 to QR 886 million as of 30 June 2007.

An analysis of projects in progress as of 30 June 2007 by category of client is set out below:

Projects In Progress Analysis

692

8217

95

0100200300400500600700800

QP and

Government

clients

Qp related

Clients

Energy related

clients

Commercial

Client Category

QR

(m

illio

n)

Deferred Finance Charges

Costs for acquiring investments financed by loans that will be settled in future periods are deferred at

the date of acquisition of investments and systematically expensed over the duration of the loans.

Finance costs on projects under construction are capitalised as part of the cost of properties during

the construction period.

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As of 31 December 2006 deferred finance charges increased to QR 93 million compared to

QR 27 million as of 31 December 2005. The increase includes QR 60 million deferred finance charges

relating to the acquisition of ALAQARIA’s Barwa Al Khor investment. Subsequently, in the first half

of 2007 and upon selling the investment in Barwa Al Khor, the net balance outstanding post-amortisation dropped to QR 28 million.

Liabilities

Accounts payable

ALAQARIA’s accounts payable are primarily amounts payable to ALAQARIA’s contractors and

accrued expenses. As of 31 December 2006 ALAQARIA’s payables increased by QR 633 million

(QR 714 million and 81 million as of 31 December 2006 and 2005 respectively). The main reason is

the instalments payable associated with ALAQARIA’s acquisition of ASAS and the Barwa Al Khor

investment.

Subsequently, in 2007, ALAQARIA has sold its investment in Barwa Al Khor, and the related

instalment payables of QR 375 million were discharged. Also, ALAQARIA has settled the instalmentrelated to the acquisition of ASAS. The payables balance as of 30 June 2007 is QR 270 million

comprised as follows:

Payables to QR million

Contractors 60

Contractors – Retentions 89

Accrued expenses and others 121

Total 270

Loans

ALAQARIA funds its project developments through debt financing. The following is a summary of

its outstanding facilities.

Capital markets:

In 2006, ALAQARIA issued a Sukuk Al-Musharakah in the aggregate principal amount of

US$270 million. The balance drawn in 2006 amounted to US$150 million, and the outstandingamounts were drawn in February 2007 (US$50 million) and May 2007 (US$70 million). The issue

(US$270 million) is repayable in equal instalments between November 2008 and August 2016.

ALAQARIA has a call option at the fifth year (2012) whereby ALAQARIA may redeem the Sukuk.

Syndicated Facilities:

In 2006, ALAQARIA borrowed US$145 million pursuant to a syndicated loan facility. This facility

matures in September 2007.

Bilateral Facilities:

Since inception and up to 2005, ALAQARIA borrowed on bilateral bases. These facilities are due on

different amortisation schedules.

Total borrowing under the bilateral facilities as of 30 June 2007 amounted to QR 350 million,

compared to QR 385 million as of 31 December 2006.

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The following table sets forth the reviewed and audited capitalisation of ALAQARIA as at 30 June

2007 and 31 December 2006 respectively:

As at

30 June 2007

As at

31 December

2006QR Million

(Reviewed)

QR Million

(Audited)

Current Debt

Secured 59 59

Unsecured 543 545

Total Current Debt 602 604

Non Current DebtSecured 1,112 704

Unsecured 2 6

Total Non Current Debt 1,114 710

Equity

Share Capital 720 600

Legal Reserve 743 743

General Reserve 1 1Investment Revaluation Reserve 17 160

Retained Earnings 188 56

Proposed issue of bonus shares — 120

Proposed directors remuneration — 2

Total Equity 1,669 1,682

The following table sets forth the reviewed and audited indebtedness of ALAQARIA as at 30 June

2007 and 31 December 2006 respectively:

As at

30 June 2007

As at31 December

2006

QR Million

(Reviewed)

QR Million

(Audited)

Liquidity

Cash at banks 491 411

Total Liquidity 491 411

Current Debt 602 604

Excess of total liquidity over total current debt (111) (193)

Non Current Debt 1,114 710

Net Financial Liquidity 1,225 903

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ALAQARIA – BUSINESS DESCRIPTION

1. OVERVIEW

Qatar Real Estate Investment Company (Q.S.C.) (ALAQARIA) was incorporated as a Qatari public

shareholding company by Emiri Decree No. 49 issued on 3 July 1995. ALAQARIA’s term was set

for a period of fifty calendar years, in accordance with its articles of incorporation, commencing from

its incorporation and renewable for a similar period. The government of Qatar has been a

shareholder in ALAQARIA since the company’s incorporation. The government has maintained the

same level of ownership (approximately 27 per cent.) during this time, including participating in a

rights offering put forward by the company in 2005. ALAQARIA was one of the first Qatari

companies listed on the Doha Securities Market (the DSM) since the inception of the DSM inMay 1997. The Company’s Articles of Association do not permit any single shareholder (other than

the government of Qatar) to hold any more than 5 per cent. of the shares in ALAQARIA.

ALAQARIA’s share capital is QR720 million made up of 72 million shares of QR10 each.

ALAQARIA was formed at the initiative of the Ministry of Energy as the primary provider of all

residential and commercial real estate needs to Qatar Petroleum (QP) and its affiliates for its

workforce in Qatar. Long term off-take agreements are being provided by QP and its affiliates to

allow ALAQARIA to finance its projects.

Since its establishment, ALAQARIA has focused on developing and catering to the real estate needs

of QP in major industrial areas in Qatar, such as Al Khor, Dukhan and Mesaieed. ALAQARIA has

been responsible for seventeen significant construction projects in Qatar over the last ten years,

primarily consisting of the establishment of residential and industrial housing projects, commercial

complexes and other facilities. The majority of rental income (88 per cent. for 2006) comes from

projects on account of QP and its affiliates. QP, a national corporation 100 per cent. owned by the

State of Qatar, is responsible for managing Qatar’s considerable petroleum and natural gas resources.

Qatar is rated AA- by S&P and AA3 by Moody’s.

Qatar is now experiencing strong economic growth, particularly in the oil and gas sectors. QP has

been actively involved in several large projects and has entered into a significant number of joint

ventures with international companies to develop Qatar’s oil and gas sector. The entrance of these

companies has promoted the development of other industrial areas where the supplementary industries

to the oil and gas sectors are located. Such developments in Qatar’s oil, gas and industrial sectors has

generated the demand and necessity for housing and residential facilities in those developing industrial

areas. Over the next twenty-four months, twelve large projects are due for completion together withother projects in Doha City.

Following the implementation of Law No. 17 of 2004 (Qatar Property Law), ALAQARIA has the

ability to diversify its customer base. The Qatar Property Law allows non-Qataris to own real estate

in Qatar and has opened up the Qatar real estate market to foreign investment. The influx of new

investors from the GCC and abroad is expected to generate further growth for ALAQARIA. Its

experience in the market allows ALAQARIA to take advantage of potential commercial developments

in Qatar, either by directly investing in commercial developments or through partnerships such as theone it has in relation to ASAS Real Estate, an associate through which ALAQARIA will pursue

commercial real estate projects. ALAQARIA aims to increase its income from the commercial arm of

its business to 20 per cent. of total revenues.

ALAQARIA views its relationship with the Government and QP, its planning and infrastructure

focus, its management leadership, its operational capabilities and its strategic projects as particular

strengths. For further detail see ‘‘Business Strengths’’.

ALAQARIA has a comprehensive business model which sets out the various processes it follows foreach stage of a particular project. For further detail see ‘‘Business Model’’.

ALAQARIA has developed a number of strategies with respect to the management and operation of

its business and associates. For further detail on ALAQARIA’s strategies see ‘‘Strategy’’.

2. SUBSIDIARIES AND ASSOCIATES

Subsidiaries

ALAQARIA has no subsidiaries.

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ASAS Real Estate

ALAQARIA operates in the commercial real estate sector through its associate ASAS Real Estate

(ASAS). ASAS is a limited liability Qatari company whose mandate is to develop real estate projectsin the commercial real estate sector in Qatar. ALAQARIA currently has a 50 per cent. ownership

interest in ASAS which is ALAQARIA’s only associate.

3. BUSINESS MODEL

ALAQARIA focuses its projects on four key customer bases:

QP and Government Related Clients

ALAQARIA was established to provide residential and commercial facilities for QP in industrial

cities. Since its incorporation, ALAQARIA has been QP’s only provider for residential andcommercial facilities in the industrial cities in Qatar. These projects are completed on land provided

by QP/clients for the exclusive use of ALAQARIA. Guaranteed off-take agreements are signed to

provide ALAQARIA with a predetermined internal rate of return over the life of the project.

ALAQARIA is a strategic partner of QP and the parties work together from the initial stages of

QP’s contracts so there is no tendering process. ALAQARIA typically enters into turnkey contracts

for a period of between ten and fifteen years for housing projects, covering the construction of

buildings, public utilities, roads landscaping, water and drainage networks.

Having an established track record with QP, ALAQARIA has also utilised its strong relationshipswith other government departments to provide development services to the Ministry of Finance,

MOWASALAT and Qatar Post using the same business model as it has developed with QP.

QP Related Clients

ALAQARIA provides residential facilities for the Qatari Government joint venture entities and state

owned entities such as Qatar Gas, Ras Laffan Liquefied Natural Gas Company, Dolphin Energy and

other international oil majors and energy companies. These projects are developed on land to which

ALAQARIA has exclusive use rights granted by the government to ALAQARIA.

ALAQARIA enters into lease agreements for a period of between five and twenty five years.

Guaranteed off-take agreements are signed before development commences which provide

ALAQARIA with a predetermined rate of return over the life of each project. ALAQARIA also

provides the facilities management services for these properties during the term of their lease. Theleases on these properties include a five year rental review, with the ability to pass through increases

in variable operating costs for facilities.

Energy Related Clients

ALAQARIA provides labour accommodation for QP contractors on land leased from the governmentin industrial cities. ALAQARIA also provides the facilities management services for these properties

during the term of their lease. The leases on these properties include an annual rental review, with the

ability to pass through increases in variable operating costs for facilities to the lessee. Supported by

QP statistics and future planning requirements, ALAQARIA undertakes such developments only after

reviewing and analysing both current and future demand to ensure high occupancy, stable cash flows

and predictable returns.

Commercial – Non-government Related Clients

ALAQARIA intends to selectively develop and manage commercial real estate projects in Qatar,

directly or through partnerships it has entered to mitigate risk exposure. ALAQARIA will only

commit to engage in a commercial project if it concludes that the project will produce ALAQARIA’s

target rate of return. Upon concluding that the project will achieve a minimum return that exceedsALAQARIA’s weighted average cost of capital for the project, even in the event of a ‘‘worst case

scenario’’ formulated by ALAQARIA to include a potential sharp increase in construction costs, a

significant decline in rental rates and other potential costs to ALAQARIA over the life of the project,

ALAQARIA will pursue the project. In any event these activities are expected to be limited to no

more than 20 per cent. of ALAQARIA’s income for the medium term.

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4. PROPERTY DEVELOPMENT

The management of ALAQARIA believes that its business model of property development has been

very successful. The central element of its business model is to secure long term contracts withreputable off-takers.

ALAQARIA typically undertakes one of four types of projects: Build and Transfer, Build, Operate

and Transfer, Build to Own and Commercial Real Estate Projects. Each of these types of project thus

requires a tailored property development plan which broadly follows the following four stages:

Pre-Construction

The Pre-Construction stage involves:

* detailed feasibility studies being carried out;

* consultation with supervisory bodies, designers, architects and utilities to establish theinfrastructure requirements for the project;

* market studies being conducted; and

* the preparation of a detailed business plan which includes the budget and marketing strategy.

Construction Management

At the construction management stage:

* all the necessary regulatory approvals required in respect of each project are obtained from the

relevant authorities;

* tenders for each development phase issued to potential contractors, who are chosen based on

their track record, their ability to complete the project and their relevant experience;

* the submitted bids are evaluated in detail. The relevant project director evaluates each tender

and makes a recommendation to the Executive Management, which then reviews the bid and

makes a final decision as to whom the tender should be awarded to. This ‘‘final decision’’ is

then submitted for approval by the Board of Directors and the tender is then granted and theconstruction process starts at this stage;

* any variance to the budget, timeline and scope is reported by the project management

consultants through their cost reports, which are submitted monthly and are monitored by the

relevant project director and the Executive Management. In addition, mechanical, electrical and

plumbing testing and commissioning arrangements are all commenced and monitored during this

stage;

* the relevant project director has relative autonomy to execute the project but must report any

material changes to the relevant master development plan and any expenditure in excess of

budget to the Executive Management; and

* if any changes or additional expenditure are considered to have a possible material impact on

the project, the project will revert to the Concept Development Stage in order to ensure thatany implications of such changes or additional expenditure are considered.

Sales and Leasing

At the sales and leasing stage a marketing plan in relation to sales and leasing is developed for each

project, which includes advertising, branding and organising promotional events. Upon completion

sale or lease initiatives are launched for each project and administration of the property begins.Service charges (including salaries of personnel in carrying out the operation, management, cleaning,

maintenance, replacement and repair; costs relating to compliance with health and safety matters;

costs of utilities; costs relating to insurance; rental costs of equipment; professional and consulting

fees; and depreciation of items including structures, furnishings, fixtures and machinery) are usually

included in the rent.

Asset Management

Once a project is finished and delivered, the management responsibilities are then carried out by the

Facility Management Department. Asset management includes property management and facilities

management (including infrastructure) which cover repairs and maintenance and lifecycle

refurbishments for each project.

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5. OUTSOURCING

ALAQARIA relies on third parties for much of the design and all of the construction of its projects.

The design of ALAQARIA’s real estate projects are done by third parties which are companiesgraded by the government of Qatar although all designs are ultimately approved by ALAQARIA and

its clients, where applicable. Further, ALAQARIA hires third-party construction companies which are

also rated by the government of Qatar to construct its real estate developments.

In addition to ALAQARIA’s highly qualified supervision teams which are dedicated to each

individual project, ALAQARIA hires specialised supervision companies and consultants to monitor,on a daily basis, its contractors’ performance, quality and adherence to time lines. This dual

supervision policy is an example of what ALAQARIA believes is an above average commitment to

quality and on-time delivery of its projects.

As all design, supervision and construction agreements are price fixed, the management of

ALAQARIA believes it is able to greatly reduce the risks associated with construction such as delaysand cost overruns. ALAQARIA generally retains the aid of construction and supply companies that

have previously proven the quality of their workmanship and supplies respectively, and has negotiated

standard contracts with these third-party contractors and suppliers. By hiring third parties who have

proven themselves in other projects to construct ALAQARIA’s real estate developments, having the

cost fixed upfront, maintaining sufficient security, performance bonds and advance payments

guarantees and retentions, ALAQARIA has been able to avoid construction delays and cost overuns

in the projects that it has completed to date.

6. PROJECT DETAILS

The typical types of projects ALAQARIA undertakes are as follows:

Energy Sector Related Projects

Build and Transfer

For this type of project, clients approach ALAQARIA with their project needs such as specifications,

capacity, space and other requirements. Land is dedicated by clients for this purpose and

ALAQARIA does not purchase or rent the land. ALAQARIA then prepares a concept plan for client

approval before proceeding to the design stage. After the concept and design are approved,

ALAQARIA announces the project for tendering. Costs are determined based on approved

contractors’ tenders. Contractors are selected on the basis of their government grading, reputation,

previous performance and their technical and commercial offers. The client approves the contractorsand the cost. ALAQARIA then signs the construction and lease agreement with the client. Rent is

based on cost plus pre-agreed return to provide ALAQARIA with a constant internal rate of return

over the life of the project, with a rent period of usually between ten to fifteen years. After

completing the construction phase, ALAQARIA is only responsible for a four hundred day guarantee

covering infrastructure works carried out by ALAQARIA, and this guarantee is back to back with

construction contractor’s guarantee. ALAQARIA is not responsible for any running costs. When the

lease period matures, title to the buildings is transferred to the client.

ALAQARIA’s major clients for this type of project are QP, Qatar Post, the Ministry of Finance and

Mowasalat.

Since inception, ALAQARIA has completed six Build and Transfer type projects. Revenue from thistype of project represents 25 per cent. of total operating income for the year ended 31 December

2006.

Build, Operate and Transfer (BOT)

To cater for the highly increasing demand for labour accommodation and other commercial facilities,

ALAQARIA has been given a preferential status to be the only provider for labour accommodationand commercial utilities in the industrial cities of Qatar.

Utilising land leased by ALAQARIA from the government of Qatar on attractive terms typically

between 20-25 years, ALAQARIA develops labour accommodation, residential and commercial units.

Currently such properties enjoy 100 per cent. occupancy rates. ALAQARIA’s leases on these

properties include annual rental review with the ability to pass through increases in variable operatingcosts for facilities.

ALAQARIA’s major clients for this type of project are highly diversified QP contractors.

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Build to Own

For Build to Own projects ALAQARIA acquires land through exclusive rights granted by the

government of Qatar to use and develop the land. ALAQARIA develops properties under long termlease periods. ALAQARIA enters into lease agreements for a period of between five and twenty five

years, guaranteed off-take agreements are signed before development commences which provide

ALAQARIA with a predetermined rate of return over the life of the project. ALAQARIA also

provides the facilities management services for these properties during the term of their lease. The

leases on these properties include a five year rental review, with the ability to pass through increases

in variable operating costs for facilities. This type of project represents 63 per cent. of ALAQARIA’s

total operating income for the year ended 31 December 2006.

ALAQARIA’s primary clients for Build to Own projects are: Ras Gas, Qatar Gas, Dolphin and other

international energy majors.

Commercial Real Estate Projects

Private Projects:

Due to the high demand for real estate, ALAQARIA has acquired several parcels of land toconstruct housing and commercial projects located in Doha City and its suburbs. ALAQARIA either

sells these projects or rents them, based on market conditions. ALAQARIA will only engage in

commercial projects of this nature if the project is able to achieve a minimum return that exceeds

ALAQARIA’s weighted average cost of capital for the construction of the project. ALAQARIA’s

projections in making this assessment include a ‘‘worst case scenario’’ which involves a sharp increase

in construction costs and a significant decline in rental rates. If the projected return is within the

target range despite these conditions ALAQARIA will proceed with the project.

Through Associates:

In furtherance of ALAQARIA’s strategy of diversifying its client base and creating a presence in the

commercial real estate field, in December 2006, ALAQARIA acquired 50 per cent. of ASAS through

a contribution of assets.

The major projects being developed by ASAS are:

* two residential towers (320 apartments), located at Doha, West Bay. The apartments are rented

to international companies on long term lease bases (2-5yrs). Leasing started in February 2007

and currently the occupancy rate exceeds 70 per cent.;

* development of a commercial and residential complex at Al Sadd area at Doha city. Thedevelopment provides for four commercial towers of 64,000m2 rentable and four residential

buildings providing 300 apartments. Currently the project is in the infrastructure preparation

stage, and

* development of a self contained housing complex at Lusail area. The development is to be

divided into phases to provide for 800 villas. Currently the first phase which will provide for

200 villas is in the tendering stage.

Also ALAQARIA has acquired 17 per cent. of Barwa Albaraha, a limited liability company, whose

mandate is to develop a QR2.5 billion project to build truck parking and maintenance facilities in

Doha.

7. BUSINESS STRENGTHS

The following factors give ALAQARIA a competitive advantage in the real estate industry in Qatar:

* Strategic partnership with QP: ALAQARIA has an established track record of completing

housing projects with QP and its affiliates in a timely and satisfactory manner. A majority ofrental income, almost 88 per cent. for 2006, is derived from QP or QP related projects.

ALAQARIA’s historic and present strategic partnership with QP signifies that it is well

positioned to win new projects with QP. Given that QP is now experiencing considerable activity

and growth, this promises to be a substantial new opportunity for ALAQARIA. See ‘‘Existing

Projects under construction’’ and ‘‘Pipeline Projects’’.

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* Sovereign counter party credit risk: Since a significant source of ALAQARIA’s income is derived

from projects for QP and its affiliates, there is a relatively low counter party credit risk. Both

the governments of Qatar and QP have been given an AA-rating by Standard and Poor’s.

ALAQARIA, over the course of its twelve year history, has had to make provision for onlyQR200,000 worth of bad debts.

* Governmental support: The government of Qatar has been a shareholder in ALAQARIA since

ALAQARIA’s incorporation. The government has maintained the same level of ownership

(approximately 27 per cent.) during this time, including participating in a rights offering putforward by ALAQARIA. ALAQARIA also enjoys a relationship with and access to

Governmental bodies such as Qatar Post, the Ministry of Finance and the Ministry of Energy

and Industry and has developed major projects for each of these departments. After its

incorporation, the government of Qatar granted ALAQARIA an exclusive right to use and

develop a parcel of land of approximately 2,600,000 m2 located in the Al Khor area to service

the needs of the oil and gas industry. ALAQARIA has this right for as long as ALAQARIA

continues to exist. This land was utilised to build the Qatar Gas, Ras Gas and Dolphin housing

projects. ALAQARIA is currently constructing Al Khor Project phases 3 and 4. These newprojects will be leased to QP affiliates and other international oil and gas companies operating

within the Al Khor area. ALAQARIA will continue to develop new projects on the remaining

tracts of land not yet utilised.

The government of Qatar is represented on the ALAQARIA board of directors by having two

appointees, the Chairman and the Vice Chairman.

* Track record: ALAQARIA was the first Qatari Real Estate Public Shareholding Company

established since 1995 and has a track record of delivering major projects on time and within

budget. ALAQARIA is well positioned to take advantage of the growth of the real estate sector

in Qatar. For the past twelve years, ALAQARIA worked closely with QP to develop a number

of large residential projects.

* Strong portfolio of real estate: A strong portfolio of real estate covering 16 completed projects

with a gross operating net income of QR 125 million in 2006, providing ALAQARIA with

stable cash flow stream from highly creditworthy tenants, with long lease maturities.

Currently, ALAQARIA owns four land sites with a combined surface area of 71,974 m2

acquired at a total cost of QR360 million.

ALAQARIA was granted an exclusive right to 2,600,000 m2 of land by the government ofQatar for the construction of residential and commercial real estate supporting the oil and gas

sector. As of the date hereof, 1,809,755 m2 has been utilised, 596,665 m2 is under development

and 193,580 m2 is reserved for development in the near future.

* Strategic Projects: Alaqaria’s projects support the energy sector in Qatar, are provided in a

range of development types and include projects for QP such as the Mesaieed Developmentwhich is QP’s largest development. For more detail on ALAQARIA’s projects see ‘‘Projects’’.

* Management Leadership: Alaqaria’s management team has extensive experience in the real estate

sector and with its primary clients. Alaqaria’s Chairman began his career with QP and is

familiar with QP’s procurement, projects, logistics, budgeting and planning processes. He iscurrently the head of the Business and Investors Department in QP, Mesaieed Industrial City.

For more detailed information on the experience of Alaqaria’s Executive Management and

Board of Directors, see ‘‘Management’’.

* Low Risk Operating Strategy: Given that most of its projects are for QP and QP affiliates,

ALAQARIA has been able to follow a low risk operating strategy as pricing and off-takenegotiations are based primarily on cost considerations and a fixed rate of return for

ALAQARIA.

8. STRATEGY

ALAQARIA’s objectives include, to continue to leverage its mandate as the housing and commercial

provider for QP, to expand its activities with government entities and the industrial/energy sector and

to build a significant presence in the commercial real estate sector which will equate to 20 per cent. of

its overall operating income. To achieve these objectives, the strategy of ALAQARIA includes:

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* Maintaining strategic partnership with QP: ALAQARIA has always had a strategic relationship

with QP whose success in the oil and gas sector has increased the demand for residential and

commercial projects in industrial zones. ALAQARIA’s contracts with QP have enabled it to

become a major player in the real estate development market.

* Focusing on the government’s fast growing need for workforce accommodation: Over the last two

years, ALAQARIA has undertaken developments for the Ministry of Finance, Mowasalat and

Qatar Post.

* Maintaining cost/quality discipline: ALAQARIA has established a reputation with its customers

for completing its projects within budget and meeting or exceeding the standards set for it by its

clients.

* Partnership with other leading companies: ALAQARIA has also started to expand alliances with

other large companies within Qatar including:

(i) Barwa Albaraha, a limited liability company, of which ALAQARIA has acquired 17 per

cent., whose mandate is to develop a QR2.5 billion project to build truck parking and

maintenance facilities; partners in Barwa Albaraha include Barwa Real Estate Company

and Gulf Warehousing Company (both are Qatari shareholding companies); and

(ii) Qatar Investment and Project Development Company with whom ALAQARIA established

a 50/50 partnership to provide housing and commercial real estate developments in Qatar

through a limited liability company called ASAS Real Estate.

9. PROJECTS

Completed Projects

The following is a list of projects completed since the inception of ALAQARIA to date:

Type of customer Project Description Type Of Project Off-taker

Project cost

(QR)

QP and

Government

Dukhan Housing

Phases 1, 2 and 3

315 residential units

for QP

Build and

Transfer

QP, for 10 years

rent period

148 million

QP Head Quarter

Building at

Dukhan

630 offices at

35,000m2 built up

area and 160,000m2

development area

Build and

Transfer

QP, for 10 years

rent period

70 million

Mesaieed Medical

Centre

Medical centre

at Mesaieed

Industrial City

Build and

Transfer

QP, for 10 years

rent period

14 million

Mesaieed Post

Office

Post Office building

at Mesaieed

Industrial City

Build and

Transfer

Qatar Post,

for 15 years

rent period

7 million

Subtotal 6 239 million

QP Related Qatar Gas

Housing

at Al Khor area

823 residential units

and supporting

infrastructure

ALAQARIA

Controlled/

Owned Land

Qatar Gas,

for 25 years

rent period

280 million

Ras Gas Housing

at Al Khor area

696 residential units

and supporting

infrastructure

ALAQARIA

Controlled/

Owned Land

Ras Gas,

for 25 years

rent period

350 million

Al Khor Housing

Project Phases 1

and 2

172 residential

units, facilities and

infrastructure

ALAQARIA

Controlled/

Owned Land

Dolphin

for 5 years

101 million

Subtotal 4 731 million

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Type of customer Project Description Type Of Project Off-taker

Project cost

(QR)

Energy Related Mesaieed Labour

Camps 1, 2 and 3

and portacabins 1

Residential units

for 12,000

personnel

ALAQARIA

Leased Land

Private sector 158 million

Mesaieed

Commercial

Centre

140 shops and

a mall

ALAQARIA

Leased Land

Private sector 20 million

Residential and

Commercial

Centre at Dukhan

67 units ALAQARIA

Leased Land

Private sector 6 million

Subtotal 6 184 million

Commercial Office building

at C-Ring Road

Commercial office

space

Build and Sell Sold 55 million

Subtotal 1 55 million

Total 17 1,209 million

Dukhan Housing Project

ALAQARIA commenced work on the Dukhan Housing Project in 1998. Dukhan was one of the

main industrial areas in which ALAQARIA first focused its efforts. The project plan, which covered

a period of five to seven years, was formulated to meet Dukhan’s needs with respect to housing units

and public services utilities. The plan not only provided for the construction of new housing units

and villas, but also covered the redevelopment of some of the existing housing units in the area, the

construction of a commercial complex and QP’s administration building. The development of the

project covered three phases:

First Phase: Junior Staff Housing

This was the first phase of the Dukhan Housing Project to be constructed and paved the way for

future co-operation between ALAQARIA and QP.

This phase comprised 200 housing units distributed across 50 buildings for junior staff. The total

building area amounted to approximately 145,000m2 divided into two sections with each section

comprised of 25 buildings in addition to infrastructure works, landscaping and an irrigation network.

All the work was undertaken by local and national companies. The total cost of this phase was an

estimated QR70 million and the work was completed in two years.

Second Phase: Married and Bachelors Senior Staff Housing

This phase involved the construction of 34 villas for married senior staff and 40 villas for bachelors.

Construction was completed in the last quarter of 2002. The phase also included the construction of

related infrastructure and facilities. The total cost of this phase was QR40 million.

Third Phase: Married and Bachelors Senior Staff Housing

This QR38 million phase comprised the construction of 41 villas for married and single senior staff.

Work on this phase commenced in mid 2003 and was completed in 2004.

The lease term is for ten years commencing from the handover date of the units.

QP operations headquarter building at Dukhan

In 2004, an agreement between ALAQARIA and QP was reached pursuant to which ALAQARIA

constructed an office complex consisting of 630 offices with a total built up area of 35,000m2 and a

development area of 160,000m2 which included parking and green areas. The building was handed

over and leased back to QP in the third quarter of 2005. The lease term is for 10 years. The total

project cost was QR70 million.

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Mesaieed Medical Centre

An agreement was reached between the Mesaieed City Administration and ALAQARIA for the

construction and lease of a medical centre in Mesaieed for QP. Work on the centre commenced in2002 and was completed in 2003. The lease term is for ten years. The total project cost was

QR14 million.

Mesaieed Post Office

An agreement was reached between Qatar Post and ALAQARIA for the construction and leasing of

a post office building in Mesaieed for Qatar Post. Work on the post office commenced in 2004 and

was completed in 2005. The total project cost was QR7 million and the lease term is for fifteen years.

Qatar Gas Housing Project

Work on this project began in 1995 and took three years to complete at a cost of approximately

QR280 million. The site allocated for this project was 812,000m2. The Qatar Gas Housing Project

was considered a unique project in Qatar with its approach to space, services and the use of a variety

of construction models. The total area of constructed buildings and public utilities was an estimated600,000m2 and included infrastructure services such as roads and water networks, drainage systems,

telephone lines, roads, lighting, landscapes, gardens and a children’s playground. The lease term which

is for 25 years commenced from the handover date of the units.

The project consisted of 823 housing units categorised into four different types:

* housing for directors, comprising 17 villas with a total space of 295m2 per villa;

* senior staff family housing, comprising 246 villas with a total space of 295m2 per villa;

* junior staff family housing comprising 340 flats with a total space of 162m2 per flat; and

* bachelor accommodation comprising 220 flats with a total space of 50m2 per flat.

During the design of the general plan, care was taken to ensure that each housing unit was a unique

entity. Gulf architecture, especially Qatari building styles, was incorporated into the design of the

development.

The project essentially aimed to deliver a unique, self-sufficient and self-contained development.

General building services such as electricity substations, elevated water tanks and water pumpingstations were provided to support the residential units. Social and educational infrastructure, such as

social clubs and schools, were also constructed to cater for the staff and their families. It was one of

the first projects that aimed to deliver residential housing that supported the development of a

community and quality of life.

Ras Gas Housing Project

The QR350 million Ras Gas Housing project, for management level staff at Ras Gas, was designed

and developed in very much the same spirit as the Qatar Gas Housing Project. Like the Qatar Gas

project, the development plan for Ras Gas included public service buildings and social and

educational infrastructure. The design of the Ras Gas project was modelled closely on Qatar Gas.

The site allocated for the project was an estimated 1,300,000m2 with the total constructed area taking

up 201,000m2 and comprising:

* 8 villas, model (A+) for directors and general managers with a total area of 412m2 per villa;

* 46 villas, model (A) for managers and senior staff with a total area of 390m2 per villa; and

* 160 villas, model (B) for married senior staff with a total area of 300m2 per villa.

The project also comprised of 316 model C flats and 166 model D flats which were completed during

2000 and 2001. The project was completed in mid 2003. The lease term is for 25 years.

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Al Khor Housing Project phases 1 and 2

ALAQARIA started a new development of the Al Khor area. This development including 60 new

villas, 72 three bedroom apartments and 40 single bedroom apartments built on 224,000m2. Theproject includes a recreation centre, clubhouses and guardrooms. The infrastructure work includes the

installation of sewage systems, road works, water and irrigation systems, fire fighting and detection

installations, electrical supply networks and street lighting, telecommunication works and landscaping.

The total project cost was QR101 million. In July 2005, ALAQARIA signed a lease agreement with

Dolphin for 5 years with an option to renew for a similar term.

Mesaieed Labourers’ Housing Complex

First Phase:

Construction work on this complex started at the end of 2000. This complex was the first stage of the

development programme planned by the Mesaieed City Administration. The labourers’ housing

complex consists of housing facilities for 2,056 people in addition to supporting facilities such asdining rooms, mosques, laundry areas and social activity areas. The total cost of this project was

QR23 million and construction was completed in the first quarter of 2002.

Second Phase:

Phase two of the labourers’ housing project has a capacity of 2,992 persons and, as with the first

phase, has supporting facilities. The construction started in mid 2004 and was completed by mid 2005.

The total cost of this phase exceeded QR40 million.

Third Phase:

Construction work on this complex started in mid 2005. The complex was the third stage of the

development programme planned by the administration of Mesaieed Industrial City. The labourers’

housing complex consists of housing facilities for 4,176 persons in addition to supporting facilities

such as dining rooms, mosques, laundry areas and social activity areas. In addition, there are parking

spaces for 284 cars and 140 buses. The total cost of this project was QR60 million.

The project also includes temporary labour camps consisting of fabrication, procurement and the

setup of temporary units (porta-cabins) to accommodate 2,776 persons. The project cost was

QR35 million.

Mesaieed Commercial Complex

Along with the construction of the labourers’ housing complex, ALAQARIA also began work on a

commercial complex in 2000. The first and the second parts of the commercial complex consisted oftrading stores in addition to a shopping mall. The total project cost was QR20 million and the

140 shops and the mall were completed in 2002. The plan for the commercial complex included an

open space for the possible development of a third phase of the project.

Residential and Commercial Centre at Dukhan

To cater for the increasing demand for residential and commercial units in the Dukhan area,

ALAQARIA constructed a complex consisting of 40 shops and 27 flats in addition to infrastructure

works such as sewage, water systems and electricity. This project was completed in the third quarter

of 2004, with a total cost of QR6 million.

Office Building at C-Ring Road

This commercial building was completed in the last quarter of 2006 and sold. The cost of the projectwas QR55 million.

The project provided for a 2 storey executive office building containing 4,000m2 of office space.

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Existing Projects under construction

The following is a list of projects under construction as of 30 May 2007:

Type Of Customer Project Description Type of project Off-taker

Started and Expected

Completion

Percentage

completed as of

30 May 2007

Budgeted

Cost (QR)

QP and Government Dukhan Housing

Project Phases 4

and 5

920 residential

units and

infrastructure

Build and

Transfer

QP for a 10

year rent

period.

Started in June 2005

and is expected to be

completed in the 1st

Quarter of 2008

82% 308 million

Dukhan Housing

Project Phase 6

24 residential

bungalows and

infrastructure

Build and

Transfer

QP, for a 10

year rent period

Started in December

2006. Expected to be

completed in the 1st

Quarter of 2008

25% 60 million

Mesaieed

Housing Project

for QP, Phases

1,2,3 and 4

1,244

residential

units, facilities

and

infrastructure.

Build and

Transfer

QP for a 10

year rent

period.

Started January

2006 and is expected

to be completed in

the 1st Quarter of

2008

52% 820 million

Staff

accommodation

at Abusamra

Residential

units and

infrastructure

on 23,000m2 of

land.

Build and

Transfer

Ministry of

Finance

Started January

2006 and is expected

to be completed in

the 4th Quarter of

2007

77% 95 million

Mowasalat Staff

Accommodation1

Vehicle parking

facility

Build and

Transfer

Mowasalat Started in February

2007, expected to be

completed in the 3rd

Quarter of 2007

50% 20 million

Subtotal 6 1,303 million

QP Related Al Khor Housing

Project Phase 3

(infrastructure)

982 residential

unit, facilities

and

infrastructure

ALAQARIA

Controlled

Owned Land

QG, RG, Shell,

dolphin, ORYX

for a 10-25 year

period

Phase 3 started June

2006 and is expected

to be completed

June 2007.

90% 120 million

Phase 4 Phase 4 started

February 2007 and

is expected to be

completed in the 1st

Quarter of 2009

5% 750 million

Subtotal 2 870 million

Energy Related Dukhan

Commercial

Center

10 offices, 9

shops, post

office, bank,

supermarket,

restaurants &

cinema

Build,

Operate and

Transfer

Private sector Started June 2006,

expected to be

completed in the 3rd

Quarter of 2007

60% 25 million

Labour

accommodation-

portacabins – 2

Labour

accommodation

for 3,000 people

Build,

Operate and

Transfer

Private sector Started April 2007,

expected to be

completed in the 1st

Quarter of 2008

55% 47 million

Subtotal 2 72 million

Commercial Building at old

Salatah area,

Doha

18 storey office

building

Build to Own Private sector Started September

2006, expected to be

completed in the 3rd

Quarter of 2008

10% 125 million

10 villas at

Garragah Doha

10 villas at

Doha suburb

(Al Garrafah)

Build & Sell Private sector Started April 2006,

expected to be

completed in the 3rd

Quarter of 2007

80% 15 million

Subtotal 2 140 million

Total 12 2,385 million

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Dukhan Housing Project Phases 4 and 5

As part of a QP plan to develop the Dukhan area, ALAQARIA completed the first 3 phases of the

Dukhan development. QP and ALAQARIA signed an agreement in June 2005, pursuant to whichALAQARIA commenced the development of phases 4 and 5 which will be leased back to QP upon

completion for a period of ten years.

The design stage was completed by ALAQARIA in 2004. The project will provide a total of

920 residential units (126 building blocks) for bachelor, married senior and junior QP staff. The

project also provides for the necessary infrastructure works including roads, water and irrigation

systems, electricity supply networks, street lighting, fire fighting installations, landscaping, sewage

systems and networks, parking and telecommunication works.

The project is divided into 4 phases with a total expected cost of QR308 million. Mobilisation started

in mid 2005 for all phases simultaneously and the project is expected to be completed by the 1st

Quarter of 2008. Construction works have been allocated to 4 A-graded contractors and the

supervision and consultation was assigned to an international office. By the end of May 2007,

82 per cent of the project had been completed.

Dukhan Housing Project Phase 6

The project provides for an expansion of the development in the Dukhan area by 24 residential

bungalows and related infrastructure. The estimated project cost is QR60 million. By the end of

May 2007, 25 per cent. of the project had been completed.

Mesaieed Housing Project for QP, phases 1, 2, 3 and 4

In order for QP to meet its own and its contractors’ demand for residential units in the Mesaieed

area, ALAQARIA reached an agreement with QP in January 2006 to construct a housing

development project and lease it back to QP for a period of ten years.

The project provides for 177 senior family villas, 703 family town homes and 364 bachelor residential

units. The project includes the necessary infrastructure works such as sewage networks, drainage andsoak-away systems, road works, water supply installation, irrigation systems, electrical systems, street

lighting, telecommunication works and landscaping.

The project is divided into 4 phases, with an expected total cost of QR820 million. Construction

work has been assigned to 4 A-graded contractors and the supervision and consultation was assigned

to an international office. Contractors started mobilisation in January 2006, and the project is

expected to complete in the 1st Quarter of 2008.

Staff Accommodation at Abusamra

ALAQARIA reached an agreement with the Ministry of Finance to develop a residential complex at

the new Abusamra customs post on the Qatar–Saudi Arabia border.

The project provides a built up area of 23,000m2 of senior staff accommodation, labour

accommodation and associated ancillary buildings, a mosque, retail buildings, service buildings and asewage treatment plant. The external works are extensive and comprise roads, parking, paving,

landscaping, irrigation, external sports courts and lighting.

Construction works have been assigned to an A graded contractor and the supervision and

consultation was assigned to an international office. The contractor started mobilisation in

January 2006 and the project is expected to complete in the 4th Quarter of 2007. The total expected

project cost is QR95 million.

Mowasalat Staff Accommodation – 1

Construction on this project started February 2007. The cost of the project is expected to be

QR20 million. The project is the development of a parking facility for cars and buses and is expected

to complete in the 3rd Quarter of 2007. As of the end of May 2007 the project was 50 per cent.complete.

Al Khor Housing Project phases 3 and 4

This is an expansion of the previous projects in Al Khor (Qatar Gas, Ras Gas and Al Khor housing

projects 1 and 2). This development provides for 982 new housing units, schools, gardens, parking

lots, clubs, in a total area of 600,000m2. in addition the related infrastructure work includes the

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installation of sewage systems, road works, water and irrigation systems, fire fighting and detection

installations, electrical supply networks and street lighting, telecommunication works and landscaping.

The total project cost is expected to be QR870 million.

Labour accommodation-portacabins – 2

Work on this complex started in April 2007. The labourers’ housing complex consists of housing

facilities for 3,000 workers in addition to supporting facilities such as dining rooms, mosques, laundry

areas and social activity areas. The total cost of this project is expected to be QR47 million and

construction is expected to be completed in January 2008. The expected duration of the project is

10-12 months. As of 30 May 2007 the project was 55 per cent. complete.

Building at old Salatah area, Doha

The project was initiated in September 2006 and is expected to be completed by August 2008. The

designs provide for an 18 story commercial office tower with a rentable area of approximately13,000m2. The expected cost of the project is QR 125 million. As of 30 May 2007 the project was 10

per cent. complete.

Villas at Garrafah, Doha

The project involves the construction of 10 villas, model (A+) with a total area of 412m2 per villa in

the Al Garrafah suburb of Doha. Construction on the villas began in April of 2006 and is expected

to be completed in July 2007. The villas have already been sold. The expected cost of the project is

QR15 million. As of 30 May 2007 the project was 80 per cent. complete.

Pipeline Projects

The following is a list of projects currently under negotiation by ALAQARIA:

Type Of Customer Project Description Type of project Off-takerExpected cost(QR) Status

QP and Government Dukhan HousingProject Phase 7

Expansion of theDukhan Housingproject throughthe constructionof furtherresidential units

Build andTransfer

QP, 10 yr rentalperiod

250 million Design stage –Estimated startdate first quarterof 2008

Dukhan HousingProject Phase 8

Expansion of theDukhan Housingproject throughthe constructionof furtherresidential units

Build andTransfer

QP, 10 yr rentalperiod

200 million Design stage –Estimated startdate first quarterof 2008

National HealthAuthority StaffAccommodation

Construction ofstaffaccommodationand amenitybuildings

Build andTransfer

National HealthAuthority, 10 yrrental period

400 million Design stage –Contract to beawarded by yearend 2007

Mowasalat StaffAccommodation 2

Construction ofstaffaccommodation(6,000 people) andamenity buildings

Build andTransfer

Mowasalat, 10yr rental period

200 million Tenderingcompleted.Awaiting approvalof contractor

Mesaieed Housingextension – 1

Construction of290 residentialunits

Build andTransfer

QP, 10 yr rental 200 million Tenderingcompleted.Awaiting approvalof contractor

Mesaieed Housing – 2 Construction of2,442 housingunits

Build andTransfer

QP, 10 yr rental 3,700 million Design stage –estimated start firstquarter of 2008

Mesaieed Schools Construction of 2schools to servicethe Mesaieedresidentialdevelopments

Build andTransfer

QP, 10 yr rental 250 million Tenderingcompleted.Awaiting approvalof contractor

Subtotal 7 5,200 million

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Type Of Customer Project Description Type of project Off-takerExpected cost(QR) Status

QP Related Al Khor housing – 5(infrastructure)

Construction of830 housing units

Build toOwn

QG, RG, Shell,dolphin, ORYXfor a 10-25 yearperiod

1,500 million Tendering inprogress

Subtotal 1 1,500 million

Energy Related Mesaieed labouraccommodation – 4

Labouraccommodationfor 7,200 people

Build,Operate andTransfer

Private sector 70 million Design stage –Awaiting award ofcontract

Subtotal 1 70 million

Office Building atAirport Road

8 storey officebuilding

Build toOwn

Private sector 250 million Tendering inprogress

Subtotal 1 250 million

Total 10 7,020 million

Dukhan Housing Project Phase 7 and 8

Phase 7 and 8 is in the design stage. The project provides for 600 housing units with the related

infrastructure. The estimated project cost is QR250 million for Phase 7 and QR200 million for

Phase 8.

National Health Authority Staff Accommodation

The project provides for accommodation for NHA staff and Amenity buildings.

Mesaieed Housing Extension – 1

The project provides for 290 residential units and the related infrastructure.

Mesaieed Housing Extension – 2

The development provides for 2,442 housing units, sport facilities and the related infrastructure.

Mesaieed Schools

The development provides for 2 schools with total capacity for 1,400 students.

Mesaieed labour accommodation – 4

The development to accommodate 7,200 people and to provide the necessary facilities.

Office Building at Airport Road

This project is an eight story office building, providing for 18,000m2 office space.

10. COMPETITION

The Qatar Real Estate market can be divided into three sub-sectors: industrial, commercial and

residential.

Industrial

For commercial/residential developments in the industrial sub-sector ALAQARIA is the largest

developer, has the largest landbank and no direct competitors for the projects that it is currently

focused on.

Commercial

The commercial real estate sector in Qatar is more competitive than the industrial sector. The leading

Qatar based real property developers in the commercial real estate sector are Barwa Real Estate and

Qatari Diar. ALAQARIA is looking to increase its income from commercial properties; however, it is

still currently focusing on continuing its role in developing QP’s commercial projects within Qatar and

does not feel that its competitive position in this area is threatened.

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Residential

In addition to Barwa Real Estate the leading residential property developers in Qatar are United

Development Company and Nasser Bin Khalid Group. However, the focus of these developers islarger projects while at present Alaqaria is pursuing small to medium sized projects and at this size

the market is more fragmented.

11. SUPPLIERS

ALAQARIA’s principal suppliers of design and architectural services are: KEO International

Consultants and Qatar Design Consortium and Maunsell Consultancy.

ALAQARIA’s principal supplier of construction services in Qatar are Gettco Contracting, Genco

Contracting, Badr Contracting, Shannon Contracting, Al Saraiya Contracting, Al Jaber Contracting

and Al Attiya Contracting. Due to the large amount of construction currently taking place in Qatar,

construction services are in high demand. Therefore the management of ALAQARIA has negotiatedstandard contracts with several Qatar construction companies.

The management of ALAQARIA believes that the loss of any single supplier would not have a

material adverse affect on ALAQARIA’s business because of the availability of alternative suppliers.

ALAQARIA enters into a variety of contractor and supply contracts for the purposes of the design

and construction of its projects. ALAQARIA either tenders out the positions of contractor or

supplier or negotiates with a selected developer with whom it has a working history. In respect of any

particular development project, ALAQARIA segregates the development process by establishing a

design team, a consultant team and onsite contractors.

Progress payments are generally made for ALAQARIA’s contracts. Contractors issue a progress

payment certificate (PPC) along with an invoice on completion of each defined stage of work underthe contract. The PPC and invoice are certified and approved by an external management consultant,

the project director and finally by the Executive Management. 10 per cent. of each progress payment

is deducted as a retention.

Final payment is only made to contractors after: (i) the contractor’s notification of completion is

received and verified; (ii) the completion of final inspection by an ALAQARIA’s consultant; (iii)

inspections are completed by consultants and project directors to establish completion and a ‘‘Taking

over Certificate’’ (TOC) is issued (the TOC allows some issues to be addressed and incomplete works

to be carried out later with a time limit); and (iv) payment is approved by an external management

consultant, the project director and finally by the Executive Management.

The retention amount due is then paid by ALAQARIA within 3 months of the issuance of the TOCand after issuance of a defects liability certificate. ALAQARIA adopts a transparent contracting

policy whereby terms and conditions are disclosed in the Request For Proposal document (RFP)

issued to all contending bidders. The terms and conditions of the contracts used by ALAQARIA are

based on internationally recognised forms of contract, depending on the nature of the works under

construction. These contracts are amended to take into account local law and conditions and project

specific requirements.

The standard terms and conditions include:

* a full description of the works to be carried out;

* contract value and currency of payment;

* a performance bond to secure satisfactory completion of the works;

* general risk allocation clauses including unforeseen physical conditions and change of law;

* indemnification;

* insurances;

* a fully priced bill of quantities and other technical documents including drawings, technical

specifications, health and safety and quality control requirements; and

* an advance to be set off against future certified payments.

12. INSURANCE

ALAQARIA currently has project specific insurance for all of its projects through Oman Insurance

Co. This provides cover against all property risk and loss of income. ALAQARIA insures its

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property against their replacement value. Furthermore, all ALAQARIA staff have insurance cover

and policies in respect of workmen’s compensation.

There have been no significant claims made under any of these insurance policies since inception.

ALAQARIA has hired external consultants to review its insurance policies and to ensure that the risk

exposures are appropriately covered.

13. INVESTMENTS

ALAQARIA has determined that in the past it was over-exposed to equity investments. In 2006ALAQARIA had to register a QR 100 million write down of its existing portfolio. As such, the

Board has decided to limit exposure to the stock market to QR 50 million by year end 2007.

14. ENVIRONMENT AND SAFETY

A majority of ALAQARIA’s completed and ongoing projects are located in areas controlled by QP

authorities. Compliance with QP health, safety and environmental (HSE) policy is mandatory for

these projects.

In all contracts for design, construction and supervision, there are clauses making the contractor and

consultants responsible for fulfilling the regulating authority’s HSE policy.

Each contractor has to submit its HSE plan at the start of the project which is reviewed by the

supervision consultant. Each contractor has to appoint the required number of safety officers and

safety engineers to the satisfaction of the governing authority. In most of the projects there will besafety engineers staffed by the supervision consultant overseeing HSE matters and the compliance of

the contractors with HSE regulations.

Each project is managed with a tailor made HSE plan prepared by the contractor and approved by

the consultant. Compliance with the HSE plan is reviewed by the supervision consultants regularly

and monitored by both ALAQARIA and the end user.

15. SHARE CAPITAL AND RELATED PARTY TRANSACTIONS

Share Capital

The share capital of ALAQARIA is QR720 million made up of 72 million shares of QR10 each. NonQatari Nationals can own up to 25 per cent. of the total issued shares. The shares are eligible to be

purchased by both Qatari nationals and non-nationals. No more than 5 per cent. of ALAQARIA

shares may be owned by a single share holder (other than the government of Qatar). No rights or

bonuses have been issued. The following chart shows the investors who own more than 1 per cent. of

the shares issued by the type of entity and percentage held in each category:

Type of investor:

Percentage

held:

Government of Qatar 27%

Other government units 3%Companies 8%

Individuals 6%

Funds 2%

Banks 2%

Sub-total 48%

Less than 1 per cent. 52%

Total 100%

Related Party Transactions

As at the date of this Prospectus, ALAQARIA has not entered into arrangements and agreements

with any of its shareholders or directors. There are no loans made by ALAQARIA to any member of

the senior management, no stock options held by any of the senior management and no other related

party transactions.

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16. ORGANISATIONAL STRUCTURE OF ALAQARIA

ALAQARIA has divided its organisational structure into five departments; Facility Management,

Real Estate Development, Projects, Finance and Administration and Legal and Risk Management.

The organisational structure of ALAQARIA is shown in the following chart:

Boa

rdof

Dir

ecto

rs

Chi

ef E

xecu

tive

Off

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Exe

cuti

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Off

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Fin

anci

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Ad

viso

rF

inan

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reas

ury

and

Con

trol

Hum

an R

esou

rces

&

Adm

inis

trat

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Info

rmat

ion

Tec

hnol

ogy

Des

ign

and

Con

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n M

anag

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t

Eng

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ring

Ser

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Con

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ts a

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lann

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Pro

ject

s A

dmin

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atio

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Rea

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epar

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Dep

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Fin

ance

and

Adm

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trat

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Dep

artm

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Leg

al a

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isk

Man

agem

ent

Dep

artm

ent

Man

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Pro

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men

t

Dev

elop

men

t &

Qua

lity

Con

trol

Ser

vice

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epar

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Fac

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Facility Management Department

The Facility Management Department is responsible for managing and maintaining ALAQARIA’s

properties post construction. The department is also responsible for the procurement function thatsupports all other departments’ requirements. The following are the key roles and responsibilities of

the Financial Control Department:

* maintain all the facilities under ALAQARIA’s control in a satisfactory condition throughout

their useful life within allocated budgets;

* provide all required services to the tenants of such properties whether contractually required oragainst an additional charge; and

* follow international quality standards while providing the above.

Real Estate Development Department

The Real Estate Development Department is responsible for development of real estate projects in an

efficient manner and ensuring a quality output which meets or exceeds the expectations of

ALAQARIA’s clients.

Revenues from real estate investments are in the form of mark-up on the projects delivered at the

request of the client, lease rentals on properties developed or acquired by ALAQARIA, and gain on

sale of properties held for trading. These revenues form a significant part of the total revenues for

ALAQARIA.

The main objective of the Real Estate Development is to develop the business of ALAQARIA

through different project initiatives, conduct feasibility of the investment options and assist the

management in the decision making process for investments.

Projects Department

The Projects Department focuses on the process of delivering ALAQARIA’s projects to its clients on

time and as per the requirements set out in the development plan. The Projects Department’s

responsibilities include coordinating each project as to the monitoring, deliverable and follow up

under the consultant advisory, managing contract variations and monitoring the budget and the

schedule of the project.

Finance and Administration Department

The Finance Department has the responsibility of cash flow management and the financial reporting

process inside of ALAQARIA. The Finance Department carries out procedures related to accounting

of transactions, treasury management functions and general financial reporting. Treasury handles two

important areas of finance activity, deployment of surplus funds and project financing. The Treasury

function within the Finance Department is responsible for investing the surplus funds from the

business in profitable avenues, as approved by the Board, and ensuring returns are in line with theinvestment strategy. The Finance Department is also responsible for assisting the management in

deciding on the sources of project financing required for its development projects.

Legal and Risk Management Department

The Legal and Risk Management Department oversees any legal matters relating to ALAQARIA and

ensures that ALAQARIA is compliant with all applicable legal requirements. This department is also

responsible for reviewing all legal documents prior to signing by ALAQARIA and monitoring anysignificant risks that may affect ALAQARIA.

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17. EMPLOYEES

As at 31 December 2004, 2005 and 2006, ALAQARIA had 56, 95 and 127 employees, respectively.

The following table sets forth the average number of employees as at 31 December 2004, 2005 and2006 by their function:

As at December 31,

2004 2005 2006

Management 8 9 11

Engineers and project department 8 11 18

Operations/facility management 23 55 72

Others 17 20 26

Total 56 95 127

The management of ALAQARIA believes that none of ALAQARIA’s employees belongs to trade

unions, labour or workers’ syndicates. There are no collective bargaining agreements between any

members of ALAQARIA and its employees.

18. RISK MANAGEMENT

Business Code of Conduct

ALAQARIA has put in place an internal policy (the Code of Business Conduct), which is aimed at

ensuring good corporate governance in its business practices and activities. The Code of Business

Conduct sets out best practice by ALAQARIA and covers, amongst other things, conflicts of interest,improper payments and gifts, insider trading, confidentiality and employees’ responsibilities. The Code

of Business Conduct applies to ALAQARIA, its Board of Directors, and its officers and employees.

The Executive Management is charged by the Board of Directors with ensuring that this Code of

Business Conduct and other applicable policies will govern, without exception, all business activities

of ALAQARIA.

Corporate Governance

There are several committees both at the Board level and at the general management level, each with

a defined authority and responsibility. These committees constitute ALAQARIA’s internal risk

management system which undertakes risk assessments and monitors ALAQARIA’s performance. The

composition and responsibilities of the various committees are set out below:

Board Level Committees

(a) Finance & Investment Committee

The Investment Committee comprises the Chairman and three Directors. The committee meets

frequently and is responsible for:

* setting, approving and updating ALAQARIA investment objectives and procedures;

* monitoring and evaluating ALAQARIA’s investment performance;

* approving any new investment decision before presenting it before the Board of Directors

for their approval.

* setting and overseeing ALAQARIA’s liquidity status and plans;

* monitoring ALAQARIA’s performance and profits;

* approving budgets and forecasts before presenting them to the Board of Directors for their

approval; and

* reviewing ALAQARIA’s quarterly financials.

(b) Audit Committee

The Audit Committee comprises the Chairman and three Directors. The committee meets

frequently and is responsible for independently ensuring and maintaining oversight of

ALAQARIA’s internal processes, including:

* financial reporting systems;

* internal control and risk management processes;

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* internal and external audit functions;

* legal and regulatory requirements.

(c) Management Level Committee

The Management Committee comprises the functional heads of the senior management team.The Management Committee meets on a monthly basis and is responsible for the day to day

management of ALAQARIA. The Management Committee is headed by the Chief Executive

Officer, who reports directly to the Chairman and Managing Director.

Risk management policies

Operational Risks

ALAQARIA is acutely aware of the operational risks arising through fraud, unauthorised activities,

error, omission, inefficiency, system failure or from external events. It manages this risk through acontrols-based environment in which duties are clearly assigned and processes are well-documented.

These measures are supported by independent reviews.

ALAQARIA also evaluates its employees’ performance and standards on an annual basis. This

mitigates against employee misconduct and encourages accountability and transparency within

ALAQARIA. ALAQARIA has, to date, not experienced any material incidences of employeemisconduct.

ALAQARIA has adopted the use of international best practices and continues to maintain and

update internal control procedures through third party international consultants.

ALAQARIA also undertakes a stringent selection of major suppliers and contractors to ensure

compliance with its high standards. ALAQARIA’s selection criteria primarily includes governmental

grading of ALAQARIA, its record of previous experience and its technical skills. Contractors are

always requested to provide adequate performance guarantees and insurance coverage. Contractors

are also occasionally requested to provide advance payment guarantees.

Back to back contracts with off-takers and contractors eliminate exposure to raw material priceincreases and cost over-runs.

Market Risk

Since the majority of ALAQARIA projects are priced on a fixed return basis with government or

government related off-takers, the market risk is limited to the commercial developments that

ALAQARIA is willing to undertake. Management has limited the commercial exposure to 20 per

cent. of the rental revenue pool, and adopted a strict policy, where each project is subject to a

detailed feasibility review which takes into consideration a wide range of sensitivity analysis and risk

scenarios.

Liquidity Risk

Liquidity risk is the risk that ALAQARIA may be unable to meet its funding requirements.

To guard against liquidity risk, ALAQARIA’s management aim is to diversify ALAQARIA’s funding

sources. It also works to ensure that its financial arrangements are made with reputable banks and

financial institutions, its assets are managed to ensure continued liquidity and a healthy balance of

cash and cash equivalents are maintained.

Credit Risk

Credit risk is the risk that a customer or counter party will fail to meet its commitment, resulting infinancial loss to ALAQARIA.

ALAQARIA’s credit risk is mitigated by its entering into lease contracts with well-known reputable

off-takers, such as QP, and its subsidiaries Qatar Gas and Ras Gas. Where ALAQARIA is dealing

with other off-takers, ALAQARIA will mandatorily obtain adequate security in the form of bank

guarantees or post dated cheques.

ALAQARIA’s management has also put in place formal procedures to monitor credit risk. The

Management Committee regularly reviews the status of receivables and also ensures that provisions

are made for any specific balances where recovery is doubtful.

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Currency Risk

ALAQARIA mitigates this risk by ensuring that a large proportion of its assets (and liabilities) are in

Qatari Riyals and U.S. dollars. If assets and liabilities are in currencies other than Qatari Riyalsand/or U.S. dollars, ALAQARIA will hedge such assets and liabilities.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect future

profitability.

ALAQARIA mitigates this risk by adopting favourable hedging arrangements.

19. MANAGEMENT

Board of Directors

Khalid Bin Khalifa Bin Jassim Al-Thani (Chairman and Managing Director) has an MBA from Pacific

Lutheran University, USA. He started his career with QP in 1991, where he held many key positionsin several departments including material and procurement, projects, logistics, budgeting and planning.

He participated in the setting up, planning and monitoring of many QP projects, especially within the

Mesaieed industrial area. He is currently the head of the Business and Investors Department in QP,

Mesaieed Industrial City Directorate. Sheikh Khalid represents the government of Qatar on the Board

of Directors.

Saud Bin Nasser Bin Jassim Al-Thani (Vice Chairman) has a Bachelor of Science degree (BSc) in

accounting and business administration from the University of Oklahoma, USA. He is the director of

the budgeting and planning department in the Ministry of Finance in Qatar. He joined the Ministry

of Finance in 1997 and held several positions in the tax department and the inspection and tax

payers affairs department. He previously held several positions in the finance department of QP

between 1989 and 1996. Sheikh Saud represents the government of Qatar on the Board.

Hamad Bin Abdulla Bin Khalifa Al-Thani (Board Member) is currently the Chairman of a number of

high profile companies in Qatar, including QIPCO and Qatar Finance House, and also sits on the

Board of Qatar Airways, Qatar National Bank, and Qatar Shipping. He graduated from the

University of Coventry with a degree in Political Science & International Relations.

Mohammed Abdulattif Al Menah (Board Member) has a BSc in Sharia and Islamic Jurisprudence. He

currently holds numerous positions at Qatar Islamic Bank, being its Deputy Chairman, member of its

board and Head of its Executive Committee. He is also Chief Executive Officer of Aqar Real Estate

Development and Investment Company and a member of the Board of Tadhamon International

Islamic Bank, Al Jazeera Islamic Co. and Ritage Co. Previously, he was also the Minister of

Endowment and Islamic affairs in Qatar and the Chairman of the Qatar Zakat Fund.

Mohammed Ali Al Kubaisi (Board Member) has a BSc in engineering from the University of Qatar.

He is currently the director of QIPCO Holding Company and the Managing Director of the

Investment House, a Qatari Private Shareholding Company specialising in investments, wealth

management and investment advisory services as well as a board member of the National Leasing Co.

(Q.S.C.). He previously held several leading positions in the government sector and other

organisations such as Ras Laffan Liquefied Natural Gas Co.

Abdulbasit Ahmed Al-Shaibei (Board Member) is the present Chief Executive Officer for Qatar

International Islamic Bank. He has over twenty years of banking experience, both as a regulator for

Qatar Central Bank and a senior manager at a leading Islamic bank. He additionally sits on the

Boards of Gulf Cement Company and Medicare Group.

Khalifa Al Suwaidi (Board Member) is a prominent businessman in Qatar. He is the managing

director of Alsuwaidi Investment Co., and an office manager to the Ministry of Economy & Trade.

He is a member of the National World Trade Organisation Affairs Committee, and holds an MBA

and BSC in Marketing & Finance.

Other Senior Management

Mohammed Mandani (Chief Executive Officer) has a BSc in banking from Holley Names College in

California, USA. After graduating, he started his career in 1983 as a banker with Qatar Commercial

Bank and has since held several positions including head of risk management, head of the banking

group, head of the operations department, head of the commercial services department and most

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recently, Deputy CEO. He was recently appointed as CEO of ALAQARIA, having served as a board

member some years previously. Mr Mandani is a former board member of Qatar Shipping Co. and

Doha Securities Market.

Osama Abu Baker (Chief Financial Officer) holds a BSc in Economics and Accounting. He is a

certified public accountant under the jurisdiction of the state of Illinois, USA. He has eleven years of

experience in financial management, consulting and auditing and held several managerial positions ininternational companies such as Deloitte & Touche and Saipem International. He is a Certified

Management Accountant candidate and a member of the American Institute of Certified Public

Accountants.

Richard A. Lukjaniec (Chief Operations Officer) holds a Diploma in Architecture from the University

of Hull in the United Kingdom (formerly Hull School of Architecture), is registered as a Chartered

Architect in both the United Kingdom and in Ontario, Canada and is a member of the Royal

Institute of British Architects. Richard has 25 years of solid practical design and construction

experience, 12 years of which included the running of a successful architectural practice. His

experience includes the full gamut of building projects, including residential, commercial, educational

and recreational developments.

Abdula Ali Al Kuwari (Chief Development Officer) holds a BSc in Architectural Engineering from The

Technical Military College Cairo. He has over ten years’ experience in managerial roles across thefields of project management, contract administration, architectural design, feasibility studies and

construction monitoring, and initially commenced his career in the Qatar Military Forces.

Murad Al Ghoul (Chief Facility Management Officer) holds a high diploma in Urban Planning (Hons)from Qatar University and a BSc from the University of North Carolina, USA. He has twenty-one

years’ experience in engineering, construction, project management, logistics and maintenance.

Business Address

The business address of all directors and senior management is Qatar International Islamic Bank

Building, Qahraba Street, Doha, Qatar.

Conflicts

There are no potential conflicts of interest between the duties of the directors and other members of

the senior management listed above and their private interests and other duties.

20. MISCELLANEOUS

Intellectual Property

ALAQARIA is a real estate project designer, planner and developer. It utilises techniques, methodsand processes during the construction of its various projects which are of value to ALAQARIA as it

continues to design, plan and develop new projects. However, ALAQARIA does not consider that

such techniques, methods and processes are material assets, in and of themselves, at this time.

Information Technology

ALAQARIA is supported by an IT infrastructure that includes ORACLE based ERP software and is

managed and supported by an in-house IT team, responsible for IT support and maintenance.

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THE ISSUER

Qatar Alaqaria Sukuk Company was incorporated in the Cayman Islands under registration no. MC-

188347 as an exempted company with limited liability on 31 May 2007 in accordance with the

Companies Law of the Cayman Islands with its registered office at PO Box 1093GT, Queensgate

House, South Church Street, Georgetown, Grand Cayman, Cayman Islands.

The authorised share capital of the Issuer is U.S.$50,000 divided into 50,000 shares with a par value

of U.S.$1 each. 250 shares of the Issuer are fully paid up and held by Maples Finance Limited on

trust for charitable purposes.

The directors of the Issuer and their principal occupations are as follows:

Director Principal Occupation

Guy Major Senior Vice President, Maples Finance Limited

Carlos Farjallah Vice President, Maples Finance Limited

Stephen O’Donnell Senior Vice President, Maples Finance Limited

The business address of each of the directors of the Issuer is c/o Maples & Calder, PO Box 1093GT,

Queensgate House, South Church Street, Georgetown, Grand Cayman, Cayman Islands. The Issuer

has no employees and will have no employees as at the Closing Date. The objects of the Issuer, as

set out in its Memorandum of Association, include the issue of the Certificates, execution of the

Transaction Documents to which it is a party and any other agreements necessary for theperformance of its obligations under the transactions contemplated thereby and undertaking activities

pursuant to or that are not inconsistent with the terms and conditions of the Certificates.

There are no potential conflicts of interests between the duties of the directors listed above and their

private interests and other duties.

As of the Closing Date, after giving effect to the transactions contemplated by the Transaction

Documents, the authorised share capital of the Issuer will be U.S.$50,000, consisting of 50,000 shares

of U.S.$1.00 par value each. 250 of the shares are fully paid-up and are in the legal ownership of

Maples Finance Limited (the Share Trustee), which will hold them pursuant to the terms of adeclaration of trust (the Cayman Declaration of Trust) in trust until the Termination Date (as defined

in the Cayman Declaration of Trust). The Share Trustee has no beneficial interest in and derives no

benefit other than its fees (if any) for acting as Share Trustee from its holding of the shares. Pursuant

to the terms of its Memorandum of Association and the Transaction Documents, the Issuer may not

issue any securities other than the Certificates or otherwise incur indebtedness, other than in

connection with the Transaction Documents.

Other than as described above, the Issuer does not have any loan, capital, borrowings or contingent

liabilities and has not changed its equity capital.

Maples Finance Limited will act as the administrator (in such capacity, the Administrator) of the

Issuer. Through this office and pursuant to the terms of an administration agreement to be dated on

or about the Closing Date, by and between the Administrator and the Issuer (the Administration

Agreement), the Administrator will perform certain services necessary and appropriate to the

management of the business of the Issuer in and from within the Cayman Islands, including certain

clerical, administrative and other services until termination of the Administration Agreement. In

consideration of the foregoing, the Administrator will receive various fees and other charges payable

by the Issuer at rates provided for in the Administration Agreement and will be reimbursed forexpenses. The terms of the Administration Agreement provide that either party may terminate the

Administration Agreement by giving 14 days’ notice in writing to the other party at any time within

12 months of the happening of any of certain stated events, including any breach by the other party

of its obligations under the Administration Agreement. In addition, either party may terminate the

Administration Agreement at any time by giving at least three months’ notice in writing to the other

party.

The Administrator will be subject to the overview of the Board of Directors of the Issuer. Each of

the directors of the Issuer is an employee of the Administrator.

The Administrator’s principal office is at PO Box 1093 GT, Queensgate House, South Church Street,

George Town, Grand Cayman, Cayman Islands.

The fiscal years of the Issuer will end on 31 December of each year, beginning in 2007. The Issuer

has not prepared any financial statements to date. As at the Closing Date, Deloitte & Touche had

been appointed as auditors of the Issuer.

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OVERVIEW OF THE STATE OF QATAR1

1. GENERAL

Location, Area and Historical Background

Qatar is an independent state in the Southern Arabian Gulf surrounded by Saudi Arabia, Bahrain,

the United Arab Emirates and Iran. The country is situated midway along the western coast of theArabian Gulf.

The country extends over a peninsula approximately 185 kilometres long and between 55 to 100

kilometres wide and covers a total area of 11,521 square kilometres, including a number of islands.

Doha is Qatar’s capital city, the seat of the Government and the country’s cultural, commercial and

financial centre. It is also the location of Qatar’s main port and the international airport.

Qatar has an arid desert climate with low annual rainfall and little vegetation or surface water. The

highest geographical point in Qatar is Dukhan, in the north west of the country, with a maximum

elevation of about 40 metres above sea level. Qatar relies almost exclusively upon two water

desalination plants and one combined water and power project for domestic water supply.

Qatar has vast hydrocarbons resources within its territory with both onshore and offshore oil fieldsand the third largest proven natural gas reserves in the world, including the North Field, the world’s

largest single non-associated gas deposit in the world.

Population

The population of Qatar is estimated to reach 907,229 by July 2007 an average annual increase of

over 2.3 per cent. since 2006.

The official language of Qatar is Arabic and English is widely spoken. Nearly all Qatari citizens are

Muslims. Among the Qatari residents, Hindus and Christians are the principal religious minorities.

Constitution and Legal System

The National Constitution Committee, established by an emiri decree in July 1999 to draft a new

permanent constitution, presented a final draft to His Highness the Emir in July 2002. One of the

main provisions in the new constitution is the establishment of an elected parliament. The draft

constitution received an overwhelming majority vote in the referendum held in April 2003, and

became effective in June 2005.

The judiciary in Qatar was expressly established as an independent body by the provisional

constitution and was formerly divided into two court systems; the Civil, Commercial and Criminalsystem and the Sharia Court system which administers Islamic laws.

The Civil and Commercial system was formerly divided into the minor and major courts. The minor

court had jurisdiction to consider only disputes not exceeding QR 30,000 presided by a single judge.

All civil and commercial disputes in excess of that value were heard by the major courts, comprised

of a panel of three judges. Appeals from the minor courts were raised to the major courts, and from

the major courts to the Court of Appeal, which is the highest court of appeal in the country.

In October 2004, the judicial system underwent a radical change with the establishment of the new

Judiciary Law issued in 2003, which became effective in 2004. According to the new Judiciary Law,

the previous two-court system has merged into one. A Higher Court called the Court of Cassation(Supreme Court) has been established. Appeals from the Court of Appeal can be raised to the Court

of Cassation, which will be considered the highest court of appeal in the country.

Foreign Relations and International Organisations

Qatar is a member of the Gulf Cooperation Council (GCC), whose other members are Bahrain,

Kuwait, Oman, Saudi Arabia and the United Arab Emirates; the Organisation of Petroleum

Exporting Countries (OPEC), and other international multilateral organisations such as the United

Nations, the International Monetary Fund, the International Bank for Reconstruction and

Development and the World Trade Organisation.

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1 Unless otherwise stated the information contained in this section is taken from the QNB Research Report dated December 2005and updated in June 2007 with reference to the CIA – World Factbook. This information has been accurately reproduced, and, asfar as the Issuer and ALAQARIA are able to ascertain from information published by those third parties, no facts have beenomitted which would render the reproduced information inaccurate or misleading.

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During the GCC summit held in December 2001, the supreme council of the GCC approved the

creation of a GCC customs union which is currently in place. This agreement has accelerated the

proposed customs union by two years, setting unified customs tariffs at 5 per cent. for all imported

goods into the region. The GCC summit also approved proposals for a monetary union and theintroduction of a single GCC currency by 2010.

Government Organisations and Political Background

Qatar is an absolute monarchy and has been ruled by the al-Thani family since the nineteenth

century. In 1916, the al-Thanis entered into a treaty with the British pursuant to which Qatar became

a British protectorate. Qatar declared independence on 3 September 1971. The current Emir, His

Highness Sheikh Hamad bin Khalifa al-Thani, replaced his father as Emir and assumed his positionon 27 June 1995. The Emir is the principal executive officer in Qatar, although the cabinet, appointed

by the Emir, carries out the day-to-day administration of the country’s affairs. The Prime Minister is

Sheikh Hamad bin Jassem bin Jabr Al Thani. The son of the Emir, H.E. Sheikh Tamim bin Hamad

bin Khalifa al-Thani, was designated the crown prince in 2003, replacing his brother, H.E. Sheikh

Jassem bin Hamad bin Khalifa al-Thani, who had been designated crown prince in 1996.

Under the new constitution, the Consultative Council will propose legislation, which is then to be

reviewed by a committee and ratified by the Emir. This will replace the Cormer system whereby the

Council of Ministers was responsible for proposing draft laws and decrees which were then approved

by the Consultative Council and ratified by the Emir. As before, laws only come into effect one

month after their publication in the Official Gazette, unless another date for effectiveness is stipulated

in the law itself. The Emir will retain certain powers including the power to suspend the progress of

proposed legislation in the national interest and to dissolve the Consultative Council.

The Emir appoints the Prime Minister, the Deputy Prime Minister and the members of the Council

of Ministers (together, the cabinet) and one-third of the Consultative Council. The Emir is advised by

the Emiri Diwan, the office of the Emir, an executive staff member that assists both the Emir and theCouncil of Ministers in the performance of their respective duties. The Council of Ministers assists

the Emir in the discharge of his duties and the exercise of his powers and is responsible for the

administration of all the internal and external affairs which fall within its competence. The executive

branch of government has been separated from the royal court and state finances have been separated

from the private finances of the al-Thani family.

Credit Rating

The State of Qatar has steadily improved its credit ratings over the last decade. Through a series ofincreases, its long-term credit rating by S&P has improved from BBB in February 1996 to its current

rating of AA-, with a stable outlook, in June 2007. Similarly, Moody’s long-term foreign currency

senior unsecured debt rating for the State of Qatar has improved from Baa2 in September 1999 to

AA- in June 2007.

2. THE ECONOMY OF QATAR

Economy

Qatar’s economy has become one of the fastest growing economies in the world. Nominal Gross

Domestic Product (GDP) growth was estimated at 7.1 per cent. in 2006 and is estimated to show a

further increase in 2007. Moving the economy forward is the rapidly expanding Natural Gas sector,

which continues to lead the economic diversification efforts of the Government and provides the basis

for reshaping the economy.

With the development of projects to produce and export natural gas in the form of Liquefied Natural

Gas (LNG), piped gas, Gas to Liquid (GTL) projects and investments in petrochemical and fertiliser

industries, Qatar has been successful in diversifying its revenue base by reducing its historic

dependence on oil export revenues. Although economic performance is still relatively dependent on oil

revenues, the contribution of LNG has increased significantly over the past few years and Qatar is

expected to become the world’s largest exporters of LNG in 2007. The share of the oil and gas sector

in terms of overall GDP stood at 60 per cent. in 2006.

Gross Domestic Product (GDP)

Qatar’s GDP has more than doubled since 1999, when it was at a level of QR 45.1 billion, to its

2006 level of QR 111.9 billion.

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For 2007, GDP figures are expected to show continued growth underpinned by a continuing demand

for Qatar’s crude oil and LNG exports.

3. KEY ECONOMIC SECTORS

The Oil Sector

The State of Qatar conducts its oil and gas operations predominantly through Qatar Petroleum (QP),

which manages the State’s interests in all oil, gas, petrochemical and refining enterprises in Qatar and

abroad. Qatar Petroleum, previously known as Qatar General Petroleum Corporation, was created in

1974 by an Emiri Decree and is 100 per cent. owned by the Qatari government. QP is engaged in all

phases of the hydrocarbon business, including exploration and drilling, production, refining,

transportation, storage, regional sales and exports. Since 1988, the State of Qatar has granted QP theresponsibility of supervising hydrocarbon exploration and production activities conducted in Qatar in

conjunction with foreign companies. QP owns a majority of the shares in companies engaged in

LNG, steel and fertiliser production and most of the companies engaged in petrochemical production

in Qatar. QP also currently produces all the natural gas liquids in Qatar. Additionally, QP is

involved, either through joint ventures or as the agent of the State of Qatar, in all the gas-to-liquids

(GTL) and pipeline gas supply projects in Qatar.

QP is the majority shareholder in a number of industrial companies located primarily at Mesaieed

Industrial City and Ras Laffan City in Qatar which use natural gas as feedstock and/or fuel to

produce various value-added products for both domestic consumption and export. These companies

are engaged in the production of petrochemicals, gas liquids, metal coating, steel, iron and fertiliser.

Several of these downstream companies are owned through QP’s subsidiary, Industries Qatar, which

was partially privatised in 2003 through a public equity offering in Qatar.

QP Oil Production

QP produces oil for its own account from both onshore and offshore fields and from other fields

through Exploration/Development and Production Sharing Agreements (EPSAs/DPSAs) with majorinternational partners.

QP operates the Dukhan Field on an exclusive basis. The Dukhan field is Qatar’s oldest and largest

field. The field comprises of three reservoirs for crude oil and one reservoir for non-associated gas.

QP also produces offshore crude oil for its own account from two fields within Qatar’s territorialwaters: Maydan Mahzam and Bul Hanine, which currently have production capacities of 35,000 bpd

and 70,000 bpd respectively.

QP embarked upon an investment programme with the intention of expanding oil production capacity

from its onshore and offshore fields from 800,000 bpd to around 875,000 bpd by year-end 2006. QPhas in its new five-year plan, starting 2005, budgeted an overall QR 185 billion for projects in crude

oil, natural gas, and petrochemicals, with QR 6 billion allocated specifically for crude oil production,

expansion and other oil related projects.

The Natural Gas Sector

Qatar’s North Gas Field, discovered in 1971, is the largest non-associated gas field in the world, with

proven reserves estimated at over 910 trillion cubic feet (tcf), which is equivalent to about 164 billion

barrels of oil. These reserves would translate into 14.4 per cent. of the world total and will be

sufficient to support planned production of natural gas for over 200 years. The North Field extends

over an area of approximately 6,000 square kilometres, predominantly underlying the territorial

waters of the State of Qatar. Associated gas reserves are currently estimated at 15 tcf. Within theMiddle East, Qatar has the second highest proven gas reserves after Iran.

QP has initiated and developed two major LNG projects with foreign shareholders for the purpose of

utilising the North Field gas for exports in the form of LNG. These projects are Qatargas and

Rasgas. Expansion of LNG facilities through Rasgas II, Qatargas II, RasGas III, Qatargas III, andQatargas IV is being pursued to meet additional export opportunities. Sales and Purchase Agreements

(SPA) have been reached with a number of countries, which at their peak in 2011 will reach exports

of 34.5 million tons per annum (mtpa). Several Heads of Agreement (HoA) have also been signed,

and should these turn into confirmed SPAs, total LNG exports would reach about 78.1 mtpa by

2011. The Qatar Gas Transport Company (Nakilat) was established as a Doha Securities Market

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listed company in early 2005, to meet the transportation needs of the various LNG export deals. QP

has allocated QR 122 billion in its five-year plan, starting 2005, to meet the rapidly expanding needs

of the Natural Gas sector.

4. INFLATION

Inflation in Qatar has witnessed an increase in recent years, reaching an estimated 3.2 per cent. in

2006 as compared to an average of 3.9 per cent. over the period from 2001 to 2005. This increase in

inflation over the past few years can be primarily attributed to the sustained increase in housing costs

and the weakness of the U.S. dollar, to which the Qatari Riyal is pegged.

5. FOREIGN TRADE

Qatar’s exports have grown significantly, averaging a growth rate of 18.8 per cent. over the five year

period from 2001 to 2005 and reaching QR 121 billion (U.S.$33.25 billion) in 2006. Qatar is

attempting to diversify its economy by increasing export revenues coming in from natural gas,

chemicals and related products, and iron and steel.

Exports

There has been a significant increase in Qatar’s exports of crude oil, LNG, chemicals and relatedproducts, and iron and steel. The increase in crude oil export revenues was a result of better than

average crude oil prices and production.

Qatar’s leading export trade partner is Japan. Exports to Japan have been on a steady increase over

the years, mainly due to increased LNG exports. South Korea, Singapore, India and the United Arab

Emirates are other main export trade partners.

Imports

Qatar’s imports free on board (fob) increased to QR 44.9 billion in 2006 up from QR 33.0 billion in

2005. Qatar’s main imports consist of machinery, transportation equipment, food and chemicals.

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SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS

The following is a summary of certain provisions of the principal Transaction Documents and is qualified

in its entirety by reference to the detailed provisions of the principal Transaction Documents. Copies of

the Transaction Documents will be available for inspection at the offices of the Principal Paying Agent

(as defined in the Conditions).

Investment Management Agreement

Pursuant to the investment management agreement (the Investment Management Agreement) dated on

or about the Closing Date and entered into between the Investment Manager and Qatar Alaqaria

Sukuk Company, Qatar Alaqaria Sukuk Company shall transfer the proceeds of the sale of the

Certificates (the Capital) to the Investment Manager. The Capital shall be invested on the Closing

Date in accordance with an investment plan (in the form attached to the Investment Management

Agreement and prepared by the Investment Manager, the Investment Plan) to purchase tangible and

non-tangible assets (such assets, the Assets) that the Investment Manager determines to be Sharia

compliant. The Investment Plan provides that, among other things, part of the Capital shall alwaysbe invested in Property.

The Investment Plan provides that from and including the Closing Date not less than a third of

Capital shall be invested in QP Property, Non QP-Property, Eligible Shares and Other Tangible

Assets but, for the avoidance of doubt, not including any Non-Tangible Assets or Cash (such assets,

Tangible Assets). The Investment Manager shall be entitled to replace and substitute the Assets with

other assets, provided always that not less than a third of Capital shall be invested in Tangible

Assets.

For the purposes of the foregoing:

Cash means, at any time, cash in hand or cash at bank.

Eligible Shares means any and all shares, interests, partnership interests (whether general or

limited), participations, rights in or other equivalents (however designated) in any equity and

any other interest or participation that confers a right to receive a share of the profits andlosses, or distributions of assets of any person which, in each case, the Investment Manager

determines are Sharia compliant (in accordance with the terms of the Investment Management

Agreement).

Non-QP Property means any property development or project undertaken on property other

than QP Property.

Non-Tangible Assets means any Assets other than Tangible Assets and Cash.

Other Tangible Assets means any tangible assets other than QP Property, Non-QP Property and

Eligible Shares.

QP Property means any property development or project on property owned or controlled by

Qatar Petroleum.

Ninety per cent. of the profit derived from the Assets will be distributed by the Investment Manager

in U.S. dollars 2 Business Days prior to each Periodic Distribution Date to Qatar Alaqaria Sukuk

Company and the remaining ten per cent. of such profit shall be distributed to the InvestmentManager. If such profit payable to Qatar Alaqaria Sukuk Company is greater than the relevant

Periodic Distribution Amount, the Investment Manager shall be entitled to retain such excess profit

(the Excess Profit) on behalf of Qatar Alaqaria Sukuk Company. Qatar Alaqaria Sukuk Company

shall at any time be entitled to demand payment of such Excess Profit. To the extent that there is

insufficient cash to pay any further profit distributions to Qatar Alaqaria Sukuk Company, the

Investment Manager shall be entitled to first use any retained Excess Profit to pay the shortfall prior

to providing the Liquidity Facility (as defined below). Any remaining Excess Profit (following

redemption of the Certificates in full) shall be retained by the Investment Manager for its ownaccount by way of an incentive payment.

In circumstances where there is insufficient cash available to pay all distributable profit then due, the

Investment Manager shall provide liquidity funding which it determines to be Sharia compliant

(the Liquidity Facility) to ensure Qatar Alaqaria Sukuk Company receives the payment expected

under the Investment Plan. All amounts advanced under the Liquidity Facility shall only be repayable

on the Redemption Date.

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Under the terms of the Investment Management Agreement, ALAQARIA may purchase any asset

which comprises part of the Assets at any time prior to the Redemption Date at its Initial Value

provided that:

(a) no Event of Default or Dissolution Event has occurred and is continuing and no Exercise

Notice has been served under either the Purchase Undertaking or the Sale Undertaking;

(b) the Investment Manager certifies in writing to the Delegate that (i) no Event of Default or

Dissolution Event has occurred and is continuing, (ii) no Exercise Notice has been served under

the Purchase Undertaking or Sale Undertaking, and (iii) immediately following the proposedpurchase, the aggregate of the Initial Value of the remaining Tangible Assets shall constitute not

less than U.S.$100,000,000 (being one third of the Capital). In the event that the aggregate of

the Initial Value of the remaining Tangible Assets is less than U.S.$100,000,000, the Investment

Manager will be required to confirm that the Value of all remaining Tangible Assets is

U.S.$100,000,000 (being one third of the Capital) or more, and any valuation of the remaining

Tangible Assets shall be undertaken on a basis that is consistent with the valuation methodology

used in determining Initial Values (provided always that the Investment Manager shall be

required to request a valuation from an Independent Appraiser to confirm the relevant Value ofany Non-QP Property and/or Other Tangible Assets). In addition, the certification of the

Investment Manager shall, except in the case of manifest or proven error, be deemed conclusive

and binding.

The Delegate shall review the certification provided by the Investment Manager (the Certification) and

shall confirm to the Trustee if the Certification has been provided by the Investment Manager in the

appropriate form.

Upon receipt of such confirmation from the Delegate, the Trustee shall consent to the sale of the

Asset, and no later than 10 days thereafter, ALAQARIA and the Trustee shall enter into a sale

agreement, evidencing the sale of such Asset to ALAQARIA, and the purchase price payable shall be

deferred until the Certificates have been redeemed in full. The purchase price due shall be set off

against the incentive fees due to the Investment Manager on such date, and accordingly no cash

payment will be made on the date of acquisition of such Asset by ALAQARIA.

Under the terms of the Investment Management Agreement, the Investment Manager shall be entitled

to commingle its own assets with the Assets.

The Investment Manager shall agree to make investments in accordance with the Investment

Management Agreement, in a manner that would not subject Qatar Alaqaria Sukuk Company to any

tax liability imposed by the State of Qatar. In the event that Qatar Alaqaria Sukuk Company issubject to any such tax liability (arising in respect of or by reference to any income, profits or gains

arising in respect of any of the investments made by the Investment Manager on behalf of Quatar

Alaqaria Sukuk Company), the Investment Manager shall agree to pay Qatar Alaqaria Sukuk

Company an amount equal to such tax liability imposed by the State of Qatar and the incurrence of

such tax liability shall not constitute an Event of Default.

Purchase Undertaking

Under the Purchase Undertaking, the Obligor undertakes that upon Qatar Alaqaria Sukuk Companyexercising its option to oblige the Obligor to purchase all of Qatar Alaqaria Sukuk Company’s rights,

benefits and entitlements to the Assets (including, without limitation, any claim under the Investment

Management Agreement in respect of the Assets), the Obligor shall purchase the same on an ‘‘as is’’

basis (without any warranty express or implied as to condition, fitness for purpose, suitability for use

or otherwise) and if any warranty is implied by law, it shall be excluded to the full extent permitted

by law at the Exercise Price on the relevant Exercise Date following the issue of a notice under the

Purchase Undertaking from Qatar Alaqaria Sukuk Company (the Exercise Notice).

If the Obligor fails to settle all or part of the Exercise Price that is due in accordance with the

Purchase Undertaking (the Outstanding Exercise Price), the Obligor irrevocably undertakes to pay

Qatar Alaqaria Sukuk Company a late payment amount in respect of the period from, and including,the due date for settlement to, but excluding, the date of full settlement, calculated on a daily basis,

as the product of (a) 1 per cent. per annum, (b) the Outstanding Exercise Price and (c) on the basis

of 12 months of 30 days each. Any late payment amount received by Qatar Alaqaria Sukuk

Company must be donated (on behalf of the Obligor) to The Red Crescent Society, being the charity

of the Obligor’s choice.

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Under the Purchase Undertaking, the Obligor has agreed, for so long as the Certificates are

outstanding, to be bound by the following covenants:

Minimum Consolidated Tangible Net Worth

The Consolidated Tangible Net Worth of ALAQARIA shall not be less than QR 1,100,000,000

during any Relevant Period.

Negative Pledge

ALAQARIA shall not, and it shall procure that none of its Subsidiaries will, create or permit to

subsist any Security upon the whole or any part of its present or future assets or revenues (including

uncalled capital) to secure any of its Indebtedness or any Guarantee of Indebtedness given by it,

other than Permitted Security, without:

(a) at the same time or prior thereto security equally and rateably therewith its obligations under

the Transaction Documents to which it is, in whatever capacity, a party; or

(b) providing such other Security for those obligations as may be approved by the Certificateholdersby an Extraordinary Resolution (as defined in the Declaration of Trust).

Insurance

ALAQARIA shall, and shall procure that each member of the Group shall, obtain and maintaininsurance with an insurer or insurers of sufficient standing against such losses and risks and in such

amounts as are customary in the businesses (or substantially similar businesses) in which they are

engaged in the jurisdiction where they operate; provided that if such member of the Group can

remedy any failure to comply with the above within 30 days, this covenant shall be deemed not to

have been breached.

Information undertakings

ALAQARIA shall:

(a) promptly notify the Trustee and the Delegate once it has received notice of or become aware of

the occurrence of any Event of Default;

(b) deliver to the Trustee and the Delegate its most recent (consolidated, if so prepared) audited

annual and reviewed semi-annual financial statements, as soon as they become available, but in

any event within 180 days after the end of each of its financial and semi-annual financial years,

prepared by a firm of auditors of international repute and in accordance with International

Financial Reporting Standards from time to time published by the International Accounting

Standard Board or any successor body; and

provide the Trustee and the Delegate within fourteen (14) days following written request by either the

Trustee or the Delegate with a certificate (a compliance certificate) signed by either the chief executive

officer or the chief financial officer, or any two other members of ALAQARIA’s executive

management, stating that, to the best of the signing person’s knowledge, ALAQARIA has kept,

observed, performed and fulfilled its obligations under, and complied with, the Transaction

Documents to which it is a party and is not in default in the performance or observance of any ofthe terms, provisions and conditions hereof or in the other Transaction Documents to which it is a

party (or, if an Event of Default or Potential Event of Default shall have occurred, describing all

such Events of Default or Potential Events of Default of which he may have knowledge), provided

always that ALAQARIA shall not be required to give more than one compliance certificate in any

twelve-month period.

For these purposes:

ASAS means ASAS Real Estate, a Qatari company with limited liability incorporated and

registered on 11 December 2006.

Consolidated Tangible Net Worth means the nominal paid-up capital of ALAQARIA and itsSubsidiaries plus the aggregate of amounts standing to the credit of reserves (including share

premium account, capital redemption reserve, profit & loss account, subordinated shareholders’

loans and shareholders’ current account) less goodwill and other intangible assets, less dividends

declared but not paid, and debit balances in the profit & loss account and the shareholders’

current account as shown in the latest Relevant Accounts.

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Capital Stock means, with respect to any Person, any and all shares, participations or other

equivalents (howsoever designated, whether voting or non-voting) or such Person’s equity,

including any preferred stock of such Person, whether now outstanding or issued after the date

hereof including, without limitation, all series or classes of such Capital Stock.

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised

equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,

debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would,

in accordance with International Financial Reporting Standards (IFRS), be treated as afinance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a

non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase

agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit

from fluctuation in any rate or price (and, when calculating the value of any derivative

transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or

documentary letter of credit or any other instrument issued by a bank or financial

institution excluding any performance bonds;

(i) any amount of any liability under an advance or deferred purchase agreement if one of the

primary reasons behind the entry into this agreement is to raise finance;

(j) any obligations incurred in respect of any Islamic financing arrangements; and

(k) (without double counting) the amount of any liability in respect of any guarantee or

indemnity for any of the items referred to in paragraphs (a) to (j) above.

Group means, at any time, ALAQARIA and its Subsidiaries.

Guarantee means, in relation to any Indebtedness of any person, any obligation of another

person to pay such Indebtedness following demand or claim on that person, including (without

limitation):

(a) any obligation to purchase such Indebtedness;

(b) any obligation to extend financing, to purchase or subscribe shares or other securities or to

purchase assets or services in order to provide funds for the payment of such Indebtedness;

(c) any indemnity against the consequences of a default in the payment of such Indebtedness;

and

(d) any other agreement to be responsible for such Indebtedness.

Indebtedness means any indebtedness in respect of any person on any date (and without

duplication) for or in respect of:

(a) any Financial Indebtedness of such person;

(b) the amount of any liability of such person to pay the deferred and unpaid purchase price

of property, assets or services, which purchase price is due more than 30 days after the

earlier of the date of placing such property in service or taking delivery and title thereof or

the completion of such services;

(c) the principal component or liquidation preference of all obligations of such person with

respect to the redemption, repayment or other repurchase of any preferred stock; and

(d) all indebtedness of any other person secured by Security granted by such person on any of

its asset (the value of which, for these purposes, shall be determined by reference to the

balance sheet in respect of the latest half year period of the person providing the Security)

of such person, whether or not such indebtedness is assumed by such person.

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Permitted Security means:

(a) any Security existing on the Closing Date;

(b) any Security created or outstanding with the approval of an Extraordinary Resolution;

(c) any Security arising by operation of law, provided that such Security is discharged within

30 days of arising;

(d) any Security granted by a Subsidiary in favour of ALAQARIA;

(e) any Security created by the operation of a reservation of title clause contained in avendor’s or supplier’s standard terms and conditions of sale in respect of goods acquired

by ALAQARIA or a Subsidiary in the ordinary course of its business;

(f) any Security on assets or property existing at the time ALAQARIA or any Subsidiary

acquired such assets or property provided that such Security was not created incontemplation of such acquisition and does not extend to other assets or property (other

than proceeds of such acquired assets or property), provided that the maximum amount of

Indebtedness thereafter secured by such Security does not exceed the purchase price of

such property or the Indebtedness incurred solely for the purpose of financing the

acquisition of such property;

(g) any Security securing Indebtedness of any person and/or its Subsidiaries existing at the

time that such person is merged into or consolidated with ALAQARIA or a Subsidiary

provided that such Security was not created in contemplation of such merger or

consolidation and does not extend to any other assets or property of ALAQARIA or any

Subsidiary;

(h) any Security created or permitted to be outstanding by ALAQARIA or any Subsidiary in

respect of any Project Finance Indebtedness;

(i) any other Security provided that the aggregate outstanding amount secured by that

Security and any other Security permitted to be created and in effect under Clause 4.2

(Negative Pledge) of the Purchase Undertaking does not, at any time, exceed 10 per cent.

of the Consolidated Tangible Net Worth; and

(j) any renewal of or substitution for any Security permitted by any of the preceding sub-

clauses (a) through (i), provided that with respect to any such Security incurred pursuant

to this sub-clause (j), the principal amount secured has not increased and the Security has

not been extended to any additional property (other than the proceeds of such property).

Person means any individual, corporation, partnership, joint venture, association, joint stock

company, trust, unincorporated organisation, limited liability company or government or agency,

or political subdivision thereof, or other entity.

Project Finance Indebtedness means any Financial Indebtedness issued, borrowed or raised byALAQARIA or any of its Subsidiaries to finance the ownership, acquisition, development and/

or operation of an asset or project where there is no recourse whatsoever for repayment thereof

other than:

(a) recourse solely to the property, income, assets or revenues from such asset or project

(including insurance proceeds); and/or

(b) recourse, for the purpose only of enabling amounts to be claimed in respect of such

Financial Indebtedness, over such asset or project or the income, cash flow or otherproceeds deriving therefrom, provided that the extent of such recourse is limited solely to

the amount of any recoveries made on any such enforcement.

QR means Qatari Riyal, being the legal currency for the time being of the State of Qatar.

Relevant Accounts means, at any time, the most recently publicly available annual audited or

interim reviewed financial statements of ALAQARIA prepared in accordance with International

Financial Reporting Standards.

Relevant Period means each period of twelve months ending on the last day of ALAQARIA’s

financial year and each period of six months ending on the last day of the first half of

ALAQARIA’s financial year.

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Security means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind

(including, without limitation, any conditional sale or other title retention agreement or lease in

the nature thereof, any sale with recourse against the seller or any affiliate of the seller, or any

agreement to give any security interest) securing any obligation of any Person.

Subsidiary means in relation to any company or corporation, a company or corporation:

(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than half of the Capital Stock of which is beneficially owned, directly or indirectly

by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company orcorporation,

and for this purpose:

(x) a company or corporation shall be treated as being controlled by another if that other

company or corporation is able to direct its affairs and/or to control the composition of its

board of directors or equivalent body; and

(y) for so long as ALAQARIA, together with any of its Subsidiaries, (1) beneficially own,

directly or indirectly fifty per cent. (50 per cent.), or less than fifty per cent. (50 per cent.),

of the Capital Stock of ASAS, and (2) do not have the power to elect (or direct the

election) of a majority of the board of directors of ASAS, ASAS shall not be a Subsidiary

of ALAQARIA.

Sale Undertaking

Qatar Alaqaria Sukuk Company shall execute a sale undertaking (the Sale Undertaking) in favour of

ALAQARIA. Pursuant to the Sale Undertaking, subject to Qatar Alaqaria Sukuk Company being

entitled to redeem the Certificates early pursuant to Condition 6.3 (Redemption for Taxation Reasons),

ALAQARIA may, by exercising its option under the Sale Undertaking and serving notice on Qatar

Alaqaria Sukuk Company no later than 45 days and no earlier than 60 days prior to the Tax

Redemption Date, oblige Qatar Alaqaria Sukuk Company to sell and assign all of Qatar AlaqariaSukuk Company’s rights, benefits and entitlements in and to the Assets (including, without limitation,

any claim under the Investment Management Agreement in respect of the Assets) to ALAQARIA on

the Exercise Date at the Exercise Price.

Declaration of Trust

The Declaration of Trust will be entered into or about the Closing Date between Qatar Alaqaria

Sukuk Company, ALAQARIA and the Delegate. The Declaration of Trust is governed by English

law and is subject to the non-exclusive jurisdiction of the English courts. The laws of the State of

Qatar do not recognise the concept of trust or beneficial interests and, accordingly, there is no

certainty that the terms of the Declaration of Trust would be enforced by the courts of Qatar.

Pursuant to the Declaration of Trust, Qatar Alaqaria Sukuk Company will declare the Trust for thebenefit of the Certificateholders over the Trust Assets and will, in relation to the Certificates, inter

alia:

(a) hold the Trust Assets upon trust absolutely for the Certificateholders (pro rata according to the

principal amount of Certificates held by each Certificateholder);

(b) distribute the proceeds of any enforcement of the Trust Assets;

(c) collect and invest the proceeds of the Trust Assets in accordance with the terms of theDeclaration of Trust; and

(d) take such other steps as are reasonably necessary to ensure that the Certificateholders receive the

distributions to be made to them in accordance with the Transaction Documents.

The Declaration of Trust provides that no payment and/or delivery of any amount whatsoever shall

be made in respect of the Certificates by the Trustee or the Trust or any agents thereof except to the

extent that funds are available therefor from the Trust Assets.

For the purposes of the foregoing:

Trust Assets means all of Qatar Alaqaria Sukuk Company’s rights, title, interest and benefit,

present and future, in, to and under the Assets and each of the Transaction Documents (other

than the Declaration of Trust, and in relation to any representations given to Qatar Alaqaria

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Sukuk Company by the Obligor or the Investment Manager pursuant to any of the Transaction

Documents), all moneys, which may now be, or hereafter from time to time are, standing to the

credit of the Transaction Account and all proceeds of the foregoing (together, the Trust Assets).

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TAXATION

The following is a general description of certain tax considerations relating to the Certificates. It does

not purport to be a complete analysis of all tax considerations relating to the Certificates. Prospective

purchasers of Certificates should consult their own tax advisers as to the consequences under the tax

laws of the country of which they are resident for tax purposes and in particular, the tax laws of Qatar

of acquiring, holding and disposing of Certificates and receiving payments of interest, principal and/or

other amounts under the Certificates. This summary is based upon the law as in effect on the date of

this Prospectus and is subject to any change in law that may take effect after such date.

Qatari Taxation

The following is a general description of certain Qatari tax laws relating to the Certificates and Qatar

Alaqaria Sukuk Company and does not purport to be a comprehensive discussion of the tax

treatment of the Certificates or Qatar Alaqaria Sukuk Company. Prospective Certificateholders should

consult their tax advisers as to applicable tax laws and specific tax consequences of acquiring, owning

and disposing of the Certificates.

All payments in respect of the Investment Management Agreement and Purchase Undertaking shall

be made without withholding or deduction for, Taxes, unless the withholding or deduction of such

Taxes is required by law.

Decree Law No. (11) of 1993 (the Income Tax Law) and its accompanying regulations set out the

primary tax laws in Qatar. Article 2 of the Income Tax Law states that Qatar income tax is payable

on profits derived from activities in Qatar. It is possible therefore that due to Qatar Alaqaria SukukCompany sharing in the profits under the Investment Management Agreement, such profits it so

receives may be subject to taxation under the Qatar Income Tax Law.

Cayman Islands Taxation

The Government of the Cayman Islands, will not, under existing legislation, impose any income,

corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon Qatar

Alaqaria Sukuk Company or the Certificateholders. The Cayman Islands are not party to any double

taxation treaties.

Qatar Alaqaria Sukuk Company has applied for and can expect to receive an undertaking from the

Governor-in-Cabinet of the Cayman Islands that, in accordance with section 6 of the Tax

Concessions Law (1999 Revision) of the Cayman Islands, for a period of 20 years from the date of

the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on

profits, income, gains or appreciations shall apply to Qatar Alaqaria Sukuk Company or its

operations and, in addition, that no tax to be levied on profits, income, gains or appreciations orwhich is in the nature of estate duty or inheritance tax shall be payable (i) on the shares, debentures

or other obligations of Qatar Alaqaria Sukuk Company or (ii) by way of the withholding in whole or

in part of a payment of dividend or other distribution of income or capital by Qatar Alaqaria Sukuk

Company to its members or a payment of principal or interest or other sums due under a debenture

or other obligation of Qatar Alaqaria Sukuk Company.

EU Directive on the Taxation of Savings Income

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are

required to provide to the tax authorities of another Member State details of payments of interest (or

similar income, which may include Periodic Distribution Amounts) paid by a person within its

jurisdiction to, or collected by such a person for, an individual resident in that other Member State.However, for a transitional period, Austria, Belgium and Luxembourg are required instead (unless

during that period they elect otherwise) to apply a withholding system in relation to such payments

by deducting amounts on account of tax at rates rising over time to 35 per cent. This transitional

period ends at the end of the first full fiscal year following agreement by certain non-EU countries

and territories to the exchange of information relating to payments of interest. A number of non-EU

countries and territories, including Switzerland, have agreed to adopt similar measures (a withholding

system in the case of Switzerland). Therefore, payments of Periodic Distribution Amounts on the

Certificates which are made or collected through Belgium, Luxembourg, Austria or any other relevantcountry may be subject to withholding tax which would prevent Certificateholders from receiving

Periodic Distribution Amounts on their Certificate in full. The terms and conditions of the

Certificates provide that, to the extent that it is possible to do so, a paying agent will be maintained

by Qatar Alaqaria Sukuk Company in a Member State that is not required to withhold tax pursuant

to the directive.

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CLEARANCE AND SETTLEMENT

The information set out below is subject to any change in or reinterpretation of the rules, regulations

and procedures of Euroclear or Clearstream, Luxembourg currently in effect. The information in this

section concerning such clearing systems has been obtained from sources that Qatar Alaqaria Sukuk

Company believes to be reliable, but neither Qatar Alaqaria Sukuk Company, ALAQARIA nor theManagers takes any responsibility for the accuracy of this section. Qatar Alaqaria Sukuk Company

and ALAQARIA only takes responsibility for the correct extraction and reproduction of the

information in this section. Investors wishing to use the facilities of any of the Clearing Systems are

advised to confirm the continued applicability of the rules, regulations and procedures of the relevant

Clearing System. None of Qatar Alaqaria Sukuk Company and ALAQARIA and any other party to

the Agency Agreement will have any responsibility or liability for any aspect of the records relating

to, or payments made on account of, beneficial ownership interests in the Certificates held through

the facilities of any Clearing System or for maintaining, supervising or reviewing any records relatingto such beneficial ownership interests.

Clearing Systems

Euroclear and Clearstream, Luxembourg each hold securities for their customers and facilitate theclearance and settlement of securities transactions by electronic book-entry transfer between their

respective account holders. Euroclear and Clearstream, Luxembourg provide various services including

safekeeping, administration, clearance and settlement of internationally traded securities and securities

lending and borrowing. Euroclear and Clearstream, Luxembourg also deal with domestic securities

markets in several countries through established depositary and custodial relationships. Euroclear and

Clearstream, Luxembourg have established an electronic bridge between their two systems across

which their respective participants may settle trades with each other. Euroclear and Clearstream,

Luxembourg customers are world-wide financial institutions, including underwriters, securities brokersand dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and

Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial

relationship with an account holder of either system.

Registration and Form

Book-entry interests in the Certificates will be represented by the Global Certificate registered in the

name of a common depositary or its nominee for Euroclear and Clearstream, Luxembourg. Beneficial

ownership of book-entry interests in the Global Certificate will be held through financial institutions

as direct and indirect participants in Euroclear and Clearstream, Luxembourg.

The aggregate holdings of book-entry interests in the Global Certificate in Euroclear and Clearstream,

Luxembourg will be reflected in the book-entry accounts of each such institution. Euroclear or

Clearstream, Luxembourg, as the case may be, and every other intermediate holder in the chain tothe beneficial owner of book-entry interests in the Global Certificate will be responsible for

establishing and maintaining accounts for their participants and customers having interests in the

book-entry interests in the Global Certificate. The Registrar will be responsible for maintaining a

record of the aggregate holdings of the Global Certificate registered in the name of a common

depositary or its nominee for Euroclear and Clearstream, Luxembourg and/or, if individual

Certificates are issued in the limited circumstances described under the Global Certificate, holders of

Certificates represented by those individual Certificates. The Principal Paying Agent will be

responsible for ensuring that payments received by it from Qatar Alaqaria Sukuk Company forholders of book-entry interests in the Global Certificate holding through Euroclear and Clearstream,

Luxembourg are credited to Euroclear or Clearstream, Luxembourg, as the case may be.

Qatar Alaqaria Sukuk Company will not impose any fees in respect of holding the Global Certificate;

however, holders of book-entry interests in the Global Certificate may incur fees normally payable in

respect of the maintenance and operation of accounts in Euroclear or Clearstream, Luxembourg.

Clearance and Settlement Procedures

Initial Settlement

Upon their original issue, the Certificates will be in global form represented by the Global Certificate.

Interests in the Global Certificate will be in uncertified book-entry form. Purchasers holding book

entry interests in the Global Certificate through Euroclear and Clearstream, Luxembourg accounts

will follow the settlement procedures applicable to conventional Eurobonds. Book-entry interests in

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the Global Certificate will be credited to Euroclear and Clearstream, Luxembourg participants’

securities clearance accounts on the Closing Date against payment (value the Closing Date).

Secondary Market Trading

Because the purchaser determines the place of delivery, it is important to establish at the time of

trading of any Certificates where both the purchaser’s and seller’s accounts are located to ensure that

settlement can be made on the desired value date.

Trading between Euroclear and/or Clearstream, Luxembourg participants

Secondary market trading between Euroclear participants and/or Clearstream, Luxembourg

participants will be settled using the procedures applicable to conventional Eurobonds in same-day

funds.

General

Neither of Euroclear and Clearstream, Luxembourg is under any obligation to perform or continue to

perform the procedures referred to above, and such procedures may be discontinued at any time.

None of Qatar Alaqaria Sukuk Company, ALAQARIA and any of their agents will have any

responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective

participants of their respective obligations under the rules and procedures governing their operations

or the arrangements referred to above.

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SUBSCRIPTION AND SALE

HSBC Bank plc, Masraf Al Rayan, Qatar International Islamic Bank, Qatar Islamic Bank, Emirates

Bank International PJSC, Gulf International Bank B.S.C., Mashreqbank psc, National Bank of Abu

Dhabi P.J.S.C. and Landsbanki Islands hf. (the Managers) have, pursuant to a certificate purchase

agreement dated 31 July 2007 (the Certificate Purchase Agreement) made between Qatar AlaqariaSukuk Company, ALAQARIA and the Managers, agreed, subject to the satisfaction of certain

conditions set forth therein and on a joint and several basis, to subscribe and pay for the Certificates

at the issue price of 100.00 per cent. of the principal amount of the Certificates.

Pursuant to the Certificate Purchase Agreement, ALAQARIA has agreed to pay certain commissions

and expenses to the Managers in respect of the subscription for the Certificates and reimburse the

Managers for certain of its expenses incurred in connection with the issue of the Certificates.

United States

The Certificates have not been and will not be registered under the Securities Act and may not be

offered or sold within the United States except pursuant to an exemption from, or in a transaction

not subject to, the registration requirements of the Securities Act. Each Manager represents that it

has not offered or sold, and agrees that it will not offer or sell, any Certificates constituting part of

its allotment within the United States except in accordance with Rule 903 of Regulation S.Accordingly, neither it, its affiliates, nor any persons acting on its or their behalf have engaged or

will engage in any directed selling efforts with respect to the Certificates. Terms used in this

paragraph have the meanings given to them by Regulation S.

United Kingdom:

Each Manager has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to

be communicated to any invitation or inducement to engage in investment activity or to

participate in a collective investment scheme (within the meaning respectively of Section 21 and

Section 238 of the FSMA) received by it in connection with the issue or sale of any Certificates

in circumstances in which Section 21(1) and Section 238(1) of the FSMA do not apply to the

Issuer; 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 Certificates in, from or otherwise involving the United

Kingdom.

United Arab Emirates

Each Manager has represented and agreed that the Certificates have not been and will not be offered,

sold or publicly promoted or advertised by it in the United Arab Emirates other than in compliancewith laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.

Bahrain

Each Manager has represented, warranted and undertaken that it has not offered and will not offer

Certificates to the Public (as defined in Articles 142-146 of the Commercial Companies Law (decree

Law No. 21/2001) of Bahrain) in Bahrain.

The Kingdom of Saudi Arabia

Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a Saudi Investor) who

acquires Certificates pursuant to the offering should note that the offer of Certificates is an exempt

offer under sub-paragraph (3) of paragraph (a) of Article 16 of the Offer of Securities Regulations as

issued by the board of the Capital Market Authority resolution number 2-11-2004 dated 4 October

2004 and amended by Resolution of the Board of the Capital Market Authority resolution number1-33-2004 dated 21 December 2004 (the KSA Regulations). The Certificates may be offered to no

more than 60 Saudi Investors and the minimum amount payable by each Saudi Investor must not be

less than Saudi Riyal (SR) 1 million or an equivalent amount. The offer of Certificates is therefore

exempt from the public offer of the KSA Regulations, but is subject to the following restrictions on

secondary market activity:

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(a) a Saudi investor (the transferor) who has acquired Certificates pursuant to this exempt offer

may not offer or sell Certificates to any person (referred to as a transferee) unless the price to

be paid by the transferee for such Certificates equals or exceeds SR 1 million;

(b) if the provisions of paragraph (a) cannot be fulfilled because the price of the Certificates being

offered or sold to the transferee has declined since the date of the original exempt offer, the

transferor may offer or sell the Certificates to the transferee if their purchase price during the

period of the original exempt offer was equal to or exceeded SR 1 million; and

(c) if the provisions of (a) and (b) cannot be fulfilled, the transferor may offer or sell Certificates if

he/she sells his entire holding of Certificates to one transferee.

The provisions of paragraphs (a), (b) and (c) shall apply to all subsequent transferees of the

Certificates.

Kuwait

Each Manager has represented and agreed that no marketing or sale of the Certificates may take

place in Kuwait unless the same has been duly authorised by the Kuwait Ministry of Commerce and

Industry pursuant to the provisions of Law No. 31/1990 and the various ministerial regulations issued

thereunder.

Qatar

Each Manager has represented and agreed that the Certificates have not been and will not be offered,

sold or publicly promoted or advertised by it in Qatar other than in compliance with laws applicable

in Qatar governing the issue, offering and sale of securities.

Singapore

The Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore

under the Securities and Futures Act (SFA) and the Certificates are offered by the Issuer pursuant to

exemptions invoked under Sections 304 and 305 of the SFA. Accordingly each Manager has

represented and agreed that it has not offered or sold and that it will not offer or sell andCertificates or cause such Certificates to be made the subject of an invitation for subscription or

purchase, nor will it circulate or distribute this Prospectus or any other document or material in

connection with the offer or sale, or invitation for subscription or purchase, of the Certificates,

whether directly or indirectly, to the public or any member of the public in Singapore other than

(a) to an institutional investor or other person specified in Section 304 of the SFA, or (b) pursuant

to, and in accordance with the conditions, of any other applicable provision of the SFA.

Hong Kong

Each Manager has represented and agreed that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,

the Certificates other than (i) to persons whose ordinary business is to buy or sell shares or

debentures (whether as principal or agent); or (ii) in other circumstances which do not result in

the document being an offer to the public within the meaning of the Companies Ordinance

(Cap. 32) the (CO); or (iii) to professional investors within the meaning of the Securities and

Futures Ordinance (Cap. 571) (the SFO) and any rules made under the SFO; or (iv) in other

circumstances which do not result in the document being a prospectus which do not constitutean offer to the public within the meaning of the CO; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in

its possession for the purposes of issue (in each case whether in Hong Kong or elsewhere), any

advertisement, invitation or document relating to the Certificates, which is directed at, or the

contents of which are likely to be accessed or ready by, the public in Hong Kong (except if

permitted to do so under the laws of Hong Kong) other than with respect to the Certificates

which are or are intended to be disposed of only to persons outside Hong Kong or only toprofessional investors within the meaning of the SFO and any rules made under the SFO.

Malaysia

Each Manager has acknowledged that the offer of the Certificates in Malaysia can only be made to

investors specified in Schedules 2, 3 and 5 of the Securities Commission Act 1993 (i.e. sophisticated

investors, e.g. unit trust schemes, licensed dealers, closed-end funds, fund managers, licensed financial

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institutions, licensed offshore banks, licensed insurance companies, corporations with total net assets

exceeding ten million Malaysian ringgit or its equivalent in foreign currencies, statutory bodies and

pension funds).

Cayman Islands

Each Manager has represented and agreed that no offer or invitation to subscribe for Certificates has

been made or will be made to any member of the public of the Cayman Islands.

General

No action has been or will be taken in any jurisdiction by the Managers, the Issuer or ALAQARIAthat would permit a public offering of the Certificates, or possession or distribution of this Prospectus

or any other offering or publicity material relating to the Certificates, in any country or jurisdiction

where action for that purpose is required. Each Manager will comply, to the best of its knowledge

and belief, with all applicable laws and regulations in each jurisdiction in which it acquires, offers,

sells or delivers Certificates or has in its possession or distributes this Prospectus or any such other

material, in all cases at its own expense. Neither the Issuer nor ALAQARIA will have any

responsibility for, and the Managers will obtain any consent, approval or permission required by

them for, the acquisition, offer, sale or delivery by it of Certificates under the laws and regulations inforce in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer,

sale or delivery.

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GENERAL INFORMATION

1 Application has been made to the UK Listing Authority for the Certificates to be listed to be

admitted to the Official List. Application has been made to the London Stock Exchange for the

Certificates to be admitted to trading on the Market. It is expected that admission of the

Certificates to the Official List and admission to trading of the Certificates on the Market willbe granted on or before 3 August 2007, subject only to the issue of the Global Certificate.

Transactions will normally be effected for settlement in U.S. dollars and for delivery on the

third working day after the day of the transaction.

2 The issue of the Certificates has been duly authorised by a resolution of the board of directors

of Qatar Alaqaria Sukuk Company dated 4 July 2007. The entry into by ALAQARIA of theTransaction Documents to which it is a party was duly authorised by a resolution of the board

of directors of ALAQARIA on 27 June 2007. Both Qatar Alaqaria Sukuk Company and

ALAQARIA have obtained all necessary consents, approvals and authorisations in connection

with the issuance of the Certificates and entry into of the Transaction Documents to which each

is a party.

3 The Certificates have been accepted for clearance through Euroclear and Clearstream,

Luxembourg. The ISIN for the Certificates is XS0313358508. The Common Code for the

Certificates is 031335850.

4 Since:

(a) 30 June 2007 (the last day of the financial period in respect of which the most recent

reviewed interim financial statements of ALAQARIA have been prepared), there has been

no significant change in the financial or trading position of ALAQARIA;

(b) 31 December 2006 (the last day of the financial period in respect of which the most recent

audited financial statements of ALAQARIA have been prepared), there has been nomaterial adverse change in the financial position or prospects of ALAQARIA; and

(c) the date of its incorporation, there has been no significant change in the financial or

trading position of Qatar Alaqaria Sukuk Company and no material adverse change in the

financial position or prospects of Qatar Alaqaria Sukuk Company.

5 Qatar Alaqaria Sukuk Company is not or has not been involved in any governmental, legal or

arbitration proceedings (including any such proceedings which are pending or threatened of

which Qatar Alaqaria Sukuk Company is aware) during the 12 months preceding the date of

this Prospectus which may have or have had in the recent past significant effects on the

financial position or profitability of Qatar Alaqaria Sukuk Company.

6 ALAQARIA is not or has not been involved in any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which

ALAQARIA is aware) during the 12 months preceding the date of this Prospectus which may

have or have had in the recent past significant effects on the financial position or profitability of

ALAQARIA.

7 The first financial year of Qatar Alaqaria Sukuk Company will end on 31 December 2007.

Qatar Alaqaria Sukuk Company has no subsidiaries.

8 So long as any of the Certificates remains outstanding, copies of the following documents will

be available in English for inspection and obtainable free of charge, during normal business

hours on any weekday (excluding public holidays) from the registered office of the Issuer andfrom the specified office of the Trustee:

(a) the constitutional documents of Qatar Alaqaria Sukuk Company and ALAQARIA;

(b) the most recently publicly available audited financial statements of both Qatar AlaqariaSukuk Company and ALAQARIA beginning with, in respect of ALAQARIA, the financial

statements for the year ended 31 December 2005, and the respective auditor’s report

thereon;

(c) the most recently publicly available interim financial statements (if any) of ALAQARIA;

(d) Investment Management Agreement;

(e) Purchase Undertaking (and any sale agreement entered into thereunder);

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(f) Sale Undertaking (and any sale agreement entered into thereunder);

(g) Declaration of Trust;

(h) Agency Agreement;

(i) Costs Undertaking; and

(j) the pronouncement dated 29 July 2007 issued by HSBC’s Central Sharia Committee.

This Prospectus has been published on the website of the Regulatory News Service operated by

the London Stock Exchange at www.londonstockexchange.com/en-b/pricesnews/marketnews.

9 Deloitte & Touche have rendered unqualified audit reports on the accounts of ALAQARIA for

the years ended 31 December 2005 and 31 December 2006.

10 The expenses relating to the issue of the Certificates are expected to amount to U.S.$1,100,000.

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Appendix – Financial Statements

Contents

Financial statements for Qatar Real Estate Investment Company Q.S.C. for the year ended

31 December 2005 together with Auditor’s Report

F-2

Financial statements for Qatar Real Estate Investment Company Q.S.C. for the year ended31 December 2006 together with Auditor’s Report

F-19

Interim Condensed Financial statements for Qatar Real Estate Investment Company Q.S.C.

for the six month period ended 30 June 2007 together with Auditor’s Report

F-41

F-1

Page 107: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT

COMPANY (Q.S.C.) DOHA – QATAR

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2005

TOGETHER WITH AUDITORS’ REPORT

F-2

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QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C) DOHA – QATAR

DECEMBER 31, 2005

TABLE OF CONTENTS Page Auditors’ Report -- Balance Sheet 1 Statement of Income 2 Statement of Changes in Shareholders’ Equity 3 Statement of Cash Flows 4 Notes to the Financial Statements 5 - 14

F-3

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F-4

Page 110: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C.) DOHA - QATAR

BALANCE SHEET AS OF DECEMBER 31, 2005

Note 2005 (QR’000)

2004 (QR’000)

Assets: Cash at banks 3 203,986 89,275 Accounts receivable and other debit balances 4 21,241 23,774 Investments 7 161,980 11,994 Spare parts and appliances 220 363 Finance lease receivable – current 5 36,626 18,546

Total Current Assets 424,053 143,952 Investment properties 6 591,723 575,641 Investments 7 252,402 16,528 Investment in land 2,673 2,673 Deferred finance charges 27,078 38,286 Finance lease receivable – non-current 5 229,319 129,447 Property and equipments 8 368,674 172,633 Total non current Assets 1,471,869 935,208 Total Assets 1,895,922 1,079,160 Liabilities and Shareholders’ Equity: Current Liabilities: Accounts payable and other credit balances 10 81,094 39,261 Loans – current 9 78,633 264,265 Unearned finance income – current 11 19,373 11,277

Total Current Liabilities 179,100 314,803 Loans – non-current 9 236,043 330,579 Unearned finance income – non-current 11 85,873 50,573 Total Non Current Liabilities 321,916 381,152

Total Liabilities 501,016 695,955 Shareholders’ Equity: Share capital 19 500,000 250,000 Legal reserve 20 743,430 30,930 General reserve 21 1,025 1,025 Investments fair value reserve 7,736 7,295 Retained earnings 40,965 30,195 Proposed issue of bonus shares 19 100,000 12,500 Proposed cash dividend - 50,000 Proposed Directors remuneration 1,750 1,260

Total Shareholders’ Equity 1,394,906 383,205

Total Liabilities and Shareholders’ Equity 1,895,922 1,079,160 These financial statements were approved by the Board of Directors and signed by the following on their behalf on –

February 6, 2006. _________________________________ __________________________

Khalid Bin Khalifa Bin Jassim Al Thani Chairman of The Board and Managing Director

Mohammed Misnad Al Misnad General Manager

The accompanying notes are an integral part of these financial statements - 1 -

F-5

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QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C.) DOHA - QATAR

STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2005

Note

2005 (QR’000)

2004 (QR’000)

Rental income 110,852 102,371 Finance lease income 12 17,932 11,736 Investment income 13 33,449 2,202 Other income 14 8,021 2,274

Total Income 170,254 118,583 Operations Cost 15 (19,961) (10,755) Depreciation for investment properties and property and equipments

(23,736)

(22,648)

Finance charges (13,851) (9,210) General and administrative expenses 16 (9,507) (5,168) Foreign exchange gain (loss) 9,321 (8,837) Investment provision - (1,000) Net Income for the Year Before Prior Year Adjustments

112,520 60,965

Prior year adjustments 17 - (4,724) Net Income for the Year 112,520 56,241 Adjusted basic and diluted earnings per share 18 2.44 1.65

The accompanying notes are an integral part of these financial statements - 2 -

F-6

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F-7

Page 113: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C)

STATEMENT OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 2005

______________________________________________________________________________

Note

2005 (QR’000)

2004 (QR’000)

Net income for the year 112,520 56,241 Adjustments for: Depreciation for investment properties and property and equipments

23,736

22,648

Amortization of unearned finance income (14,522) (8,304) Amortization of deferred finance charges 7,934 7,959 Foreign Exchange (gain) loss (9,321) 15,277 Unrealized gain on trading investments (859) (2,035) Provision for Investment - 1,000

119,488

92,786 Decrease in spare parts and appliances 143 139 Decrease(Increase) in accounts receivable and other debit

balances 2,533

(19,749)

Increase in accounts payable and other credit balances 39,563 15,811 Net Cash from Operating Activities 161,727 88,987

Investing Activities: Purchase of investment properties and property and equipments

(311,670)

(198,019)

Proceeds from sale of investments 76,624 1,027 Purchase of investments (461,184) (17,270)

Net Cash Used in Investing Activities (696,230) (214,262) Financing Activities: Capital increase 237,500 -- Share premium 712,500 -- Loans (266,785) 218,970 Dividends paid (50,000) (37,500) Directors remuneration paid (1,260) (1,400) Proceeds from finance lease 17,259 9,979 Increase in deferred finance charges -- (1,482)

Net cash from financing activities 649,214 188,567 Net increase in cash at banks 114,711 63,292 Cash at banks at beginning of the year 89,275 25,983 Cash at Banks at End of the Year 3 203,986 89,275

The accompanying notes are an integral part of these financial statements - 4 -

F-8

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QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C)

NOTES TO THE FINANCIAL STATEMENT

FOR THE YEAR ENDED DECEMBER31, 2005

1.1. Legal Status and Principal Activities:

Qatar Real Estate Investment Company was founded as per the Amiri Decree no 49, of 1995 issued on July 3, 1995 and subject to the rules of Qatar Commercial Companies Law. The company is registered under the commercial registration number 18714.

The company’s principal activity is the establishment of residential compounds and projects for rental purposes, purchase of land and developing it for resale. The company also deals in management of residential compounds.

1.2 Adoption of New and Revised International Financial Reporting Standards:

The Company has adopted all new and revised Standards issued by the International Accounting Financial Reporting Standards Board (the IASB) that are relevant to its operations. The adoption of these new and revised standards has only affected the presentation and disclosures of the company’s financial statements.

2. Significant Accounting Policies:

The financial statements of the company have been prepared in accordance with the International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board.

a. Basis of Preparation

The financial statements are presented in Qatari Riyals, rounded to the nearest thousand. They are prepared on the historical cost basis except for the measurement at fair value of certain available-for-sale and trading investments.

b. Cash at Banks

Cash at banks comprises of current accounts, call accounts and deposits having a maturity of less than ninety days.

c. Accounts Receivable

Receivables are stated net of provision. Provision for doubtful accounts is based on a detailed review by management of the individual balances at the year-end.

d. Spare Parts and Appliances

These are stated at the lower of cost and net realizable value less provision for obsolescence estimated by management. Cost is determined under weighted average method. Cost includes expenditures incurred in acquiring the inventories and bringing them to their existing location and condition.

- 5 -

F-9

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e. Finance Lease Receivable Leases for which substantially all the risks and rewards of ownership are transferred to the lessee at the end of the lease are classified as finance lease receivable. Finance lease receivable is stated at an amount equal to the present value of the minimum lease payments at the inception of the lease.

Lease payments are apportioned between the finance lease receivable and the unearned finance income so as to achieve a constant rate of interest on the remaining balance of the receivable.

f. Investment Properties

Investment properties comprise of investment in land and buildings in Qatar acquired or constructed to earn rental income from such properties.

Investment properties are stated at cost less accumulated depreciation and any impairment losses. Depreciation is calculated on straight-line method. No depreciation is calculated on investments in land. The rates of depreciation used are based on the following estimated useful lives of the assets:

Buildings (Investment property) 20 - 33.3 years

Infrastructure 50 years

Gains or losses arising from the retirement or disposal of investment property are recognised as income or expense in the statement of income.

g. Investments

Investments held for trading are carried at fair value (market to market) with any gain or loss arising from the change in fair value included in the statement of income in the period in which it arises.

Available-for-sale assets are financial assets that are not held for trading purposes, originated by the company, or held to maturity. Available-for-sale instruments include private equity investments.

Quoted investments: Financial instruments are measured initially at cost, including transaction costs. Subsequent to initial recognition all available-for-sale assets are re-measured at fair value.

Unquoted investments: These represent investments where there is no quoted market price. Unquoted investments are measured initially at cost, including transaction costs. Subsequent to initial recognition, the unquoted investments are re-measured at cost less any impairment losses.

Gains and losses arising from a change in the fair value of available-for-sale quoted investments are recognised directly in equity. When the investments are sold, impaired, collected or otherwise disposed of the cumulative gain or loss recognised in equity is transferred to the income statement.

h. Deferred Finance Charges

Represents the cost of finance portion related to loans to be settled in future periods. Finance costs are expensed in the income statement unless incurred during the construction period in which case it is capitalised as part of the cost of properties.

-6-

F-10

Page 116: Qatar Real Estate

i. Property and Equipments Property and equipments are stated at cost less accumulated depreciation. Depreciation is calculated annually on the basis of the straight-line method. The estimated useful lives of the assets are:

• Equipment and tools 5 years

• Vehicles 5 years

• Furniture and fixtures 5 years

j. Accounts Payable and Other Credit Balances

Liabilities are recognised for amounts to be paid in future for goods or services received whether or not billed to the company.

k. Unearned Finance Income

Unearned finance income is calculated as the difference between the present value of the minimum lease payments under a finance lease and the fair value of the leased property.

l. Revenue Recognition

Rental income is accounted for on an accrual basis and represents rents received and receivable.

m. Impairment

The carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in the income statement in the year when such losses are first determined.

n. Foreign Currencies

Transactions in foreign currencies are recorded in Qatari Riyals at the rates of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into Qatari Riyals at the rates of exchange prevailing at the balance sheet date. All differences arising from exchange are included in the income statement.

3. Cash at Banks:

2005 (QR’000)

2004 (QR’000)

Current accounts 28,815 6,946 Call accounts 25,171 82,329 Fixed Deposits – short term 150,000 -- Total 203,986 89,275

4. Accounts Receivable and Other Debit Balances: 2005

(QR’000)

2004 (QR’000)

Rent receivable 4,062 17,120 Prepayments and other debit balances 17,179 6,654

Total 21,241 23,774

-7-

F-11

Page 117: Qatar Real Estate

5. Finance Lease Receivable: 2005

(QR’000) 2004

(QR’000) Finance lease receivable – Current 36,626 18,546 Finance lease receivable – Non-current

Between one and five years 149,772 83,672 More than five years 79,547 45,775

229,319 129,447 Total

265,945 147,993

6. Investment Properties:

2005

(QR’000) 2004

(QR’000) Cost At January 1, 670,326 664,203 Additions 1,212 100 Transfers from work-in-progress 35,769 6,023 At December 31, 707,307 670,326 Accumulated Depreciation At January 1, 94,685 75,014 Charge for the year 20,899 19,671 At December 31, 115,584 94,685 Net Book Value 591,723 575,641 The fair value of investment properties is determined on the basis of management’s estimate of the market value, which in the opinion of management is in excess of their carrying amounts. Investment properties include buildings and infrastructure. Investment properties are built on land owned by third parties with the exception of the Qatar Gas Housing Project and Ras Gas Housing Project where the land was gifted by the Government and the title deed transfer is in progress.

7. Investments: 2005

(QR’000) 2004

(QR’000)

Current Investments: Investments under Islamic Wakalah arrangements

80,000 --

Investments held for trading in quoted shares at fair value

81,980 11,994

Total Current investments 161,980 11,994 Non Current Investments:

Available-for-sale investments in quoted shares at fair value 125,938 10,528

Investments in real estate funds 109,764 -- Investments in unquoted local companies at cost 17,700 7,000 Provision for impairment of unquoted local company investment

(1,000) (1,000)

Total Non Current Investments 252,402 16,528 Net 414,382 28,522

-8-

F-12

Page 118: Qatar Real Estate

8.

Prop

erty

and

Equ

ipm

ents

:

L

and

(QR

’000

)

Po

rta

Cab

ins

and

Fenc

es

(QR

’000

)

Furn

iture

an

d O

ffic

e E

quip

men

t (Q

R’0

00)

Veh

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s (Q

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Pr

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ts u

nder

C

onst

ruct

ion

(QR

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Fu

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Fixt

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lect

rica

l E

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(Inv

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Pr

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(QR

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Tot

al

(QR

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Cos

t

At J

anua

ry 1

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5 11

5,34

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721

1,

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31,1

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323

--

148,

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96

0

313,

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740

50

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5,78

5

172,

633

- 9 -

F-13

Page 119: Qatar Real Estate

9. Loans:

2005 (QR’000)

2004 (QR’000)

Estisna financing no. (1) 40,440 87,200 Estisna financing no. (2) 107,220 135,382 Murabaha financing 99,581 195,247 Ijjarah financing facilities 67,435 73,452 Overdraft account -- 103,563 314,676 594,844 - The Estisna financing no. (1) of (Islamic Dinar) ID 16.3 million was drawn during the year

1999/2000 and is repayable in equal semi annual instalments of ID 1.5 million. The last instalment is payable in March 2008.

- The Estisna financing no. (2) of (Islamic Dinar) ID 20.9 million was drawn during the year

2002/2003 and is repayable in equal semi annual instalments of ID 1.7 million. The last instalment is payable in July 2011.

- The Murabaha Financing facilities amounting to USD 54 million was drawn during 2004. The

outstanding balance as of December 31, 2005 is repayable in unequal semi-annual instalment up to April 2011.

- The Ijjarah financing facilities amounting to QR 160 million represents financing facilities with

local Islamic banks and is repayable over 4 to 6 years. Those loans are classified as: 2005

(QR’000)

2004 (QR’000)

Current 78,633 264,265 Non-current 236,043 330,579 Total 314,676 594,844

10. Accounts Payable and Other Credit Balances:

2005 (QR’000)

2004 (QR’000)

Accounts payable 16,836 15,055 Retentions 15,472 9,104 Rent received in advance -- 3,330 Dividends payable 8,229 4,681 Other payables and accruals 40,557 7,091 Total 81,094 39,261

- 10 -

F-14

Page 120: Qatar Real Estate

11. Unearned Finance Income: 2005

(QR’000)

2004 (QR’000)

Unearned finance income – Current 19,373 11,277 Unearned finance income – Non-current Between one to five years 70,643

41,951

More than five years 15,230 8,622

85,873 50,573 Total 105,246 61,850

12. Finance Lease Income: This represents lease income net of expenses for lease and sublease deals entered into by the Company with other local companies.

13. Investment Income: 2005

(QR’000)

2004 (QR’000)

Income on sale of investments 31,552 168 Tatheer provision (1,934) -- Other investment income 1,967 -- Real estate funds income 1,005 -- Unrealized investment income 859 2,034 Total 33,449 2,202

14. Other Income:

2005 (QR’000)

2004 (QR’000)

Profit on bank deposits 7,590 1,860 Miscellaneous income 431 414 Total 8,021 2,274

15. Operation cost:

2005 (QR’000)

2004 (QR’000)

Staff cost 1,270 789 Water and electricity 5,635 3,281 Repair and maintenance 10,632 5,323 Others 2,424 1,362 Total 19,961 10,755

- 11 - F-15

Page 121: Qatar Real Estate

16. General and Administrative Expenses:

2005 (QR’000)

2004 (QR’000)

Staff cost 6,515 3,409 Others 2,992 1,759 Total 9,507 5,168

17. Prior Year Adjustments:

2005 (QR’000)

2004 (QR’000)

Foreign exchange loss on Estisna financing -- 6,440 Unrecorded rent income for 2003 -- (809) Unrecorded profit on bank deposits for 2003 -- (643) Others -- (264) Total -- 4,724

18. Earning Per Share: Earning per share is calculated by dividing the net profit for the year by the weighted average number of ordinary shares during the year. 19. Share Capital: The shareholders in their extraordinary General Assembly meeting held on March 31, 2005 approved to increase the company’s authorized share capital to QR. 500,000,000 with nominal value of QR. 10 per share through distribution of bonus shares amounting to QR. 12,500,000 and by issuing 23,750,000 shares for the subscription of the shareholders of the company at QR. 40 per share of which QR. 30 relates to share premium. The amount of share premiums was credited to legal reserve. The Board of Directors decided in their meeting held on January 17, 2006 to propose to the forthcoming Extraordinary General Assembly to approve to increase the Company’s authorized share capital to QR.600,000,000 of QR. 10 per share through distribution of bonus shares of one share for every five shares held amounting to QR.100,000,000. 20. Legal Reserve: As per the Company’s Articles of Association and the provision of Commercial Companies’ Law No. 5 of 2002, an amount equivalent to 10% of the net income for the year is transferred annually to the legal reserve until it equals 50% of the capital. This reserve is not available for distribution except in circumstances stipulated in the Companies’ Law. 21. General Reserve: In accordance with Articles of Association of the Company the general assembly may allocate a portion of the net profit to a general reserve. No transfer was made to general reserve during 2005 and 2004. This reserve is freely distributable.

- 12 -

F-16

Page 122: Qatar Real Estate

22. Key Sources of estimation uncertainty: Impairment of receivables

An estimate of the uncollectible amount of receivables is made when collection of the full amount is no longer probable. For individually significant amounts, this estimation is performed on an individual basis. Amounts which are not individually significant but which are past due are assessed collectively and a provision applied according to the length of time past due based on historical recovery rates. At the balance sheet date, gross finance lease receivable were QR. 266 million (2004: 148 million) and the provision for doubtful debts was NIL (2004: NIL). At the same date, gross rent receivable was QR. 4 million (2004: 17 million) and the provision for doubtful debts was QR. 0.2 million (2004: NIL) Any difference between the amounts actually collected in future periods and the amounts expected will be recognised in the income statement.

23. Compensation of Key Management Personnel: The remuneration of key management personnel during the year was as follows:

2005 2004 (QR’000) QR’000) ------------------ ---------------- QR. QR. Short terms benefits 2,299 1,472 Post-employment benefits 169 115 --------------- --------------- 2,468 1,587 ========= ======== In addition to the above amounts the board of directors’ are also given remuneration subject to shareholders’ approval as disclosed in the statement of changes in shareholders’ equity.

24. Capital Commitments: 2005

(QR’000)

2004 (QR’000)

Investment properties under construction 2,200,000 143,000

25. Contingent Liabilities:

2005 (QR’000)

2004 (QR’000)

Banks Guarantees 8,800

51,750

Guarantee cheque issued by the company for a third party 723 723

- 13 -

F-17

Page 123: Qatar Real Estate

26. Financial Instruments

The financial assets of the company include balances with banks, accounts receivable and investments. The financial liabilities of the company include accounts payable and other payables and due to banks.

a) Credit Risk Exposure

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s exposure to credit risk is as indicated by the carrying amount of its financial assets which consist primarily of bank balance and accounts receivable. Credit risk on bank balance is limited as it is placed with banks having good credit rating. Credit risk on accounts receivable is limited as these are shown after review of their recoverability and are stated net of provision for doubtful receivables.

b) Fair Values of Financial Assets and Liabilities

Fair value is the amount for which an asset can be exchanged or a liability settled, between knowledgeable and willing parties transacting at an “arm’s length”. The accounting convention under which the financial statements have been prepared is disclosed in Note 2(a). The carrying value of the Company’s financial instruments as recorded could therefore be different from their fair value. However, in the management’s opinion, the fair values of the Company’s financial assets and liabilities approximate to their carrying amounts.

27. Comparative Figures:

Certain corresponding amounts have been reclassified to conform to the presentation adopted in the current year’s financial statements.

- 14 -

F-18

Page 124: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C.)

DOHA – QATAR

FINANCIAL STATEMENTS FOR THE YEAR ENDED

DECEMBER 31, 2006 TOGETHER WITH AUDITOR’S REPORT

F-19

Page 125: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C) DOHA – QATAR

DECEMBER 31, 2006

TABLE OF CONTENTS Page Auditor’s Report -- Balance Sheet 1 Income Statement 2 Statement of Changes in Equity 3 Cash Flows Statement 4 Notes to the Financial Statements 5 - 18

F-20

Page 126: Qatar Real Estate

QR. 31809

AUDITOR’S REPORT To The Shareholders Qatar Real Estate Investment Company (Q.S.C.) Doha – Qatar Report on the Financial Statements

We have audited the accompanying financial statements of Qatar Real Estate Investment Company (Q.S.C.), which comprise the balance sheet as at December 31, 2006, and the income statement, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

F-21

Page 127: Qatar Real Estate

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Qatar Real Estate Investment Company (Q.S.C.) as of December 31, 2006, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Other Legal and Regulatory Requirements Furthermore, in our opinion the financial statements provide the information required by the Qatar Commercial Companies’ Law No. 5 of 2002 and the Company’s Articles of Association. We are also of the opinion that proper books of account were maintained by the Company and the contents of the directors’ report are in agreement with the Company’s financial statements. To the best of our knowledge and belief and according to the information given to us, no contraventions of the Law or the Company’s Articles of Association were committed during the year which would materially affect the Company’s activities or its financial position. For Deloitte & Touche Doha – Qatar Samer Jaghoub February 1, 2007 License No. 88

F-22

Page 128: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C.) DOHA - QATAR

BALANCE SHEET AS OF DECEMBER 31, 2006

Note 2006 (QR’000)

2005

(QR’000)

Assets: Cash at banks 3 410,808 203,996 Accounts receivable and other debit balances 4 193,137 21,451 Finance lease receivable 5 231,348 265,945 Investments 6 910,854 414,382 Investment properties 7 816,407 820,752 Investment in associate company 8 640,756 - Deferred finance charges 9 93,223 27,078 Projects in progress 10 498,451 141,337 Property and equipment 11 1,890 981 Total Assets 3,796,874 1,895,922 Liabilities and Equity: Liabilities: Accounts payable and other credit balances 12 714,093 81,094 Unearned finance income 13 85,874 105,246 Loans 14 1,314,456 314,676

Total Liabilities 2,114,423 501,016 Equity: Share capital 23 600,000 500,000 Legal reserve 24 743,430 743,430 General reserve 25 1,025 1,025 Investments revaluation reserve 6 159,458 7,736 Retained earnings 56,088 40,965 Proposed issue of bonus shares 23 120,000 100,000 Proposed Directors remuneration 2,450 1,750

Total Equity 1,682,451 1,394,906

Total Liabilities and Equity 3,796,874 1,895,922 These financial statements were approved by the Board of Directors on 1 February 2007 and signed on its behalf by:

Khalid Bin Khalifa Bin Jassim Al Thani Chairman of The Board and Managing Director

Mohammed Misnad Al Misnad Chief Executive Officer

The accompanying notes are an integral part of these financial statements

- 1 -

F-23

Page 129: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C.)

DOHA - QATAR

STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2006

Note

2006 (QR’000)

2005 (QR’000)

Rental income 123,343 110,852 Real estate investment income 15 144,347 273 Finance lease income 16 22,805 17,932 Share of profits from associate 8 19,485 - Investments income 17 12,186 33,449 Other income 18 5,928 7,748

Total Income 328,094 170,254 Operations Cost 19 (20,744) (19,961) Depreciation for investment properties 7 (25,500) (23,374) Depreciation for property and equipment 11 (734) (362) General and administrative expenses 20 (17,100) (9,507) Finance charges (27,698) (13,851) Foreign exchange gain 469 9,321 Impairment loss on investments 21 (99,214) -

Profit for the Year 137,573 112,520 Adjusted basic and diluted earnings per share 22 2.29 2.00

The accompanying notes are an integral part of these financial statements - 2 -

F-24

Page 130: Qatar Real Estate

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- 3

-

F-25

Page 131: Qatar Real Estate

QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C)

STATEMENT OF CASH FLOW FOR THE YEAR ENDED DECEMBER 31, 2006

Note

2006 (QR’000)

2005 (QR’000)

Profit for the year 137,573 112,520 Adjustments for: Depreciation for investment properties 25,500 23,374 Depreciation for property and equipment 734 362 Amortization of unearned finance income (19,372) (14,522) Amortization of deferred finance charges 17,868 7,934 Finance charges expense 9,830 5,917 Foreign Exchange gain (469) (9,321) Gain on sale of investments (1,479) (31,552) Gain on sale of investment properties (104,008) (273) Gain on sale of real estate projects (40,339) - Share of profits of associate (19,485) - Impairment loss on investments 99,214 -

105,567 94,439

(Increase) decrease in accounts receivable and other debit balances (4,228) 3,496 Increase in accounts payable and other credit balances 38,778 40,090

Cash Generated from Operations 140,117 138,025

Directors remuneration paid (1,750) (1,260) Net Cash from Operating Activities 138,367 136,765 Investing Activities: Payments for investments (379,283) (463,174) Payments for investment properties (93,155) (106,291) Advance to contractors (167,458) (820) Acquisition of associate (304,098) - Payments for projects in progress (437,233) (206,693) Acquisition for property and equipment (1,643) (368) Proceeds from finance lease 34,597 17,259 Proceeds on sale of investments 242,775 110,166 Proceeds on sale of investment properties and projects in progress 214,378 1,955

Net Cash Used in Investing Activities (891,120) (647,966)

Financing Activities: Capital increase - 237,500 Share premium - 712,500 Proceeds from borrowings 1,074,592 - Repayments of borrowings (74,812) (266,785) Dividends paid - (50,000) Finance charges paid (40,215) (7,293)

Net Cash from Financing Activities 959,565 625,922

Net increase in cash at banks 206,812 114,721 Cash at banks at beginning of the year 203,996 89,275

Cash at Banks at Year End 3 410,808 203,996 The accompanying notes are an integral part of these financial statements.

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QATAR REAL ESTATE INVESTMENT COMPANY (Q.S.C)

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2006

1 Legal Status and Principal Activities:

Qatar Real Estate Investment Company is a Qatari public shareholding Company founded as per the Amiri Decree no 49, issued on July 3, 1995 and subject to the rules of Qatar Commercial Companies Law. The company is registered under the commercial registration number 18714.

The company’s principal activity is the establishment of residential compounds and projects for rental purposes, purchase of land and developing it for resale. The company also deals in management of residential compounds.

2 Adoption of New and Revised International Financial Reporting Standards:

During the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“the IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB that are relevant to its operations and effective for accounting periods beginning on January 1, 2006. The adoption of these new and revised Standards and Interpretations has resulted in changes to the company’s accounting policies in the following areas that have affected the amounts reported for the current year only: • Investments classified as at fair value through profit or loss; The impact of this change is discussed in detail later in this note. At the date of authorization of these financial statements, the following Standards and Interpretations were in issue but not yet effective: New Standards: • IFRS 7 Financial Instruments : Disclosure • IFRS 8 Operating Segments Amendments to Standards: • Amendment to IAS 1- Capital Disclosure New Interpretations: • IFRIC 11 – IFRS 2 – Group and Treasury Share Transactions • IFRIC 12 – Service Concession Arrangements • IFRIC 9 Reassessment of Embedded Derivatives • IFRIC 10 Interim Financial Reporting and Impairment The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Company.

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Limitation of ability to designate financial assets through profit or loss. Following amendments to IAS 39 Financial Instruments: Recognition and measurement in June 2005, the ability of entities to designate any financial asset or financial liability as ‘at fair value through profit or loss’ (FVTPL) has been limited. Financial assets that can no longer be designated as at FVTPL are now classified as available-for-sale financial assets and measured at fair value with changes in fair value recognised in equity unless the financial asset is permanently impaired, in which case the decline is taken to the income statement as mentioned in Note 6. These changes have been applied by the Company in accordance with the transitional provision of IAS 39 with effect from the beginning of the comparative reporting period presented in these financial statements. The amendments result in listed shares held by the company with a carrying amount at December 31, 2005 of QR.81.980 million that were previously designated as FVTPL being reclassified as available-for-sale investments. Although ordinarily the designation of a financial asset as available-for-sale is made on initial recognition, the transitional provision of IAS 39 allow such designation to be made on the date of the de-designation ( January 1, 2005). The profit for the financial year 2006 remained unchanged following the change in accounting policy mentioned above, as the decrease in fair market value of those investments is considered permanent and accordingly, the impairment loss was taken to the income statement. The impairment loss amounted to QR.17.143 million.

Significant Accounting Policies:

Statement of Compliance

The financial statements of the company have been prepared in accordance with the International Financial Reporting Standards

Basis of Preparation

The financial statements are presented in Qatari Riyals, rounded to the nearest thousand. They are prepared on the historical cost basis except for the measurement of investments at fair value.

Cash at Banks

Cash at banks comprises of current accounts, call accounts and deposits having a maturity of less than ninety days.

Accounts Receivable

Receivables are stated net of provision. Provision for doubtful accounts is based on a detailed review by management of the individual balances at the year-end.

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Finance Lease Receivable

Leases for which substantially all the risks and rewards of ownership are transferred to the lessee at the end of the lease are classified as finance lease receivable. Finance lease receivable is stated at an amount equal to the present value of the minimum lease payments at the inception of the lease. Lease payments are apportioned between the finance lease receivable and the unearned finance income so as to achieve a constant rate of return on the remaining balance of the receivable. Investment Properties

Investment properties comprise of investment in land and buildings in Qatar acquired or constructed to earn rental income from such properties.

Investment properties are stated at cost less accumulated depreciation and any impairment losses. Depreciation is calculated on a straight-line method. No depreciation is calculated on investments in land. The rates of depreciation used are based on the following estimated useful lives of the assets;

Gains or losses arising from the retirement or disposal of investment property are recognised as income or loss in the statement of income.

Investments

Available-for-sale investments are financial assets that are not held for trading or held to maturity. Available-for-sale instruments include local shares and private equity investments.

Gains and losses arising from a change in the fair value of available-for-sale investments are recognised directly in equity. When the investments are sold, impaired, collected or otherwise disposed of, the cumulative gain or loss recognised in equity is transferred to the income statement. When a permanent decline in available-for-sale investments has taken place and there is objective evidence that the asset is permanently impaired, the amount in excess of the cumulative profit that had been recognized directly in equity is recognized in profit and loss even if the financial asset is not derecognized.

Investments where the fair market price is not available are measured at cost, including transaction costs less any impairment losses.

Investments in associates

Associates are those entities in which the Company holds, directly or indirectly, between 20% and 50% of the voting power and exercises significant influence, but not control, over the financial and operating policies. Investments in associates companies are accounted for under the equity method of accounting. The financial statements include the Company’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Company’s share of losses exceeds its interest in an associate, the Company’s carrying amount is reduced to nil and recognition of further losses is discounted except to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of an associate.

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Buildings (Investment property) 20 – 33.3 years

Infrastructure 50 years

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Deferred Finance Charges

Represent the borrowing cost for acquiring investments financed by loans that will be settled in future periods. Finance costs are deferred at the date of acquisition of investments and systematically expensed over the duration of the loans. Finance costs on projects under construction are capitalized as part of the cost of properties during the construction period. Property and Equipments

Property and equipments are stated at cost less accumulated depreciation less accumulated impairment. Depreciation is calculated annually on the basis of the straight-line method.

Projects in Progress Represents projects in the course of construction for the purposes of investment properties or financing lease. Projects in progress are carried at cost, less any recognised impairment loss. Cost includes professional fees and borrowing costs capitalised in accordance with the Company’s accounting policy. Upon the completion of these projects it will be either sold or transferred to the Investment properties or financing lease accordingly.

Accounts Payable and Other Credit Balances

Liabilities are recognised for amounts to be paid in future for goods or services received whether or not billed to the company.

Unearned Finance Income

Unearned finance income is calculated as the difference between the present value of the minimum lease payments under a finance lease and the fair value of the leased property. The unearned finance lease is systematically recognized in income over the duration of the lease.

Revenue Recognition

• Rental income is accounted for on an accrual basis and represents rents received and receivable.

• Real estate investment income is recognized when risks and rewards of the property have been transferred to the buyer.

Impairment

The carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in the income statement in the year when such losses are first determined.

Foreign Currencies

Transactions in foreign currencies are recorded in Qatari Riyals at the rates of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into Qatari Riyals at the rates of exchange prevailing at the balance sheet date. All differences arising from exchange are included in the income statement.

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End of service indemnities

End-of-service indemnities are provided in accordance with the Qatari labour law and based on the employees’ length of service. 3. Cash at Banks:

2006 (QR’000)

2005 (QR’000)

Available cash: Current accounts 12,832 28,825 Call accounts 48,966 25,171 Fixed Deposits – short term 136,099 150,000 197,897 203,996 Restricted cash maintained to meet contractual payables: Current accounts 916 - Fixed Deposits – short term 211,995 - 212,911 - Total 410,808 203,996

Cash maintained to meet contractual payables is restricted to paying contractors for certain projects that are financed by Sukuk Al Musharakah. 4. Accounts Receivable and Other Debit Balances:

2006 (QR’000)

2005 (QR’000)

Rent receivable 5,441 4,062 Advance payments to contractors 168,278 820 Prepayments and other debit balances 19,418 16,569

Total 193,137 21,451 5. Finance Lease Receivable: 2006

(QR’000) 2005

(QR’000) Finance lease receivable – Current 31,983 36,626

Finance lease receivable – Non-current Between two and five years 148,603 149,772 More than five years 50,762 79,547 199,365 229,319 Total 231,348 265,945

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6. Investments: Available-For-Sale Investments The carrying amounts of the available-for-sale investments at December 31 were as follows:

2006 (QR’000)

2005 (QR’000)

Quoted investments: Local shares 201,056 207,918 Managed funds at fair value 25,100 - Total quoted 226,156 207,918 Unquoted investments: Investments in unquoted local companies 17,100 17,700 Investments in unquoted foreign companies 5,499 - Investments under Islamic Wakalah arrangements - 80,000

Investments in real estate funds 109,764 109,764

Investment in Barwa Al Khor Ltd. * 553,335 - Provision for impairment of unquoted local company investment

(1,000) (1,000)

Total unquoted 684,698 206,464 Total available-for-sale investments

910,854 414,382

* The company acquired a 15% investment in Barwa Alkhor Ltd. The investment has been initially accounted for at cost and subsequently re-valued based on the fair market value of the investee. Revaluation differences were included under Investments revaluation reserve in the equity. All other unquoted investments are stated at cost less any impairment. Upon assessment of available-for-sale investments to their net recoverable amounts, some were found to be permanently impaired. As a result, an impairment charge of QR. 99 million was charged to the income statement. 7. Investment Properties:

Land (QR’000)

Buildings (QR’000)

Furniture, Fixture&

Equipment (QR’000)

Total (QR’000)

Cost At January 1, 2006 223,614 707,307 34,188 965,109 Additions during the year 89,700 - 3,455 93,155

Transfers from Projects in Progress

-

80,845

-

80,845 Disposals (152,845) - - (152,845) At December 31, 2006 160,469 788,152 37,643 986,264

Depreciation At January 1, 2006 - 115,584 28,773 144,357 Charge for the year - 22,855 2,645 25,500

At December 31, 2006 - 138,439 31,418 169,857

Net Book Value At December 31, 2006 160,469 649,713 6,225 816,407 At December 31, 2005 223,614 591,723 5,415 820,752 Based on management’s estimate, the market value of investment properties exceed their carrying amounts.

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8. Investment in associate company During the year the Company invested 50% in ASAS Real estate (ASAS); a Qatari company with limited liability (W.L.L) incorporated and registered on 11 December 2006. The paid up capital of ASAS amounted to QR. 5 million, of which QR. 2.5 million was paid by the Company. Investment in ASAS has been treated as investment in an associate company, as the management believe; they can only exercise significant influence over the investee. The partners have made assets contribution to ASAS. The fair value of the contributed assets amounted to QR. 1,415,000 million of which the Company’s contribution is QR. 308 million (book value of QR. 131 million) As a result of this contribution, the company has recognised 50% of the gain from the sale of its assets to the investee company into the income statement.

2006 (QR’000)

2005 (QR’000)

Asas Real Estate 640,756

-

Details of the Company’s associate at 31 December 2006 are as follows:

Name of Associate Place of Incorporation and Operation

Proportion of Ownership and voting

power held

Principal Activity

Asas Real Estate Doha 50% Real Estate Summarised financial information in respect of the Company’s associate is set below:

2006 (QR’000)

2005 (QR’000)

Total assets 1,477,345 - Total liabilities (18,375) - Net assets 1,458,970 - Company’s share of associate net assets 729,485 - Less: Unrealized gains on acquiring investment (88,729) Net Company’s share of associate 640,756

Total revenue 52,899 - Net profit for the period 38,970 - Company’s share of associate’s profit for the period 19,485

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9. Deferred finance charges: As disclosed in note 2 deferred finance charges represent borrowing costs, initial up front fee, charges relating to the Sukuk offering and the discounted portion of borrowings due over one year to be amortised over the term of the loans. 10. Projects in Progress:

2006

(QR’000) 2005

(QR’000) Cost At January 1, 141,337 50,506 Additions 453,156 206,693 Transfers to investment properties (80,845) (114,180) Disposals (15,197) (1,682) Net at December 31, 498,451 141,337 The allocation of the projects in progress will be as follows:

2006

(QR’000) 2005

(QR’000) Investment Properties 127,049 106,283 Finance Lease 371,402 35,054 Total 498,451 141,337 11. Property and equipment:

Porta Cabins and Fences

(QR’000)

Furniture and office

equipment (QR’000)

Vehicles (QR’000)

Total (QR’000)

Cost At January 1, 2006 157 1,058 1,260 2,475 Additions during the year 35 939 669 1,643 At December 31, 2006 192 1,997 1,929 4,118

Depreciation At January 1, 2006 114 615 765 1,494 Charge for the year 15 397 322 734

At December 31, 2006 129 1,012 1,087 2,228

Net Book Value At December 31, 2006 63 985 842 1,890 At December 31, 2005 43 443 495 981 Depreciation rates 20% 20% 20%

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12. Accounts Payable and Other Credit Balances: 2006

(QR’000) 2005

(QR’000)

Current

Contractors 33,417 16,836 Retentions 47,509 15,472 Instalments payable * 235,000 - Dividends payable 7,911 8,229 Other payables and accruals 90,256 40,557 414,093 81,094 Non- current Instalments payable * 300,000 -

Total 714,093 81,094

* Instalments payable represent payments due for the acquisition of the associate and available for sale investments.

The company discounted its instalments payable relating to non-current borrowing using an effective interest rate of 6%. 13. Unearned Finance Income: 2006

(QR’000)

2005 (QR’000)

Unearned finance income – Current 17,921 19,373 Unearned finance income – Non current 67,953 85,873 Total 85,874 105,246

14. Loans:

2006 (QR’000)

2005 (QR’000)

Estisna financing no. (1) 25,505 40,440 Estisna financing no. (2) 93,918 107,220 Murabaha financing 624,726 99,581 Ijjarah financing facilities 23,557 67,435 Sukuk Al Musharakah 546,750 -- 1,314,456 314,676

- The Estisna financing no. (1) Of (Islamic Dinar) ID 16.3 million was drawn during the year 1999/2000 and is repayable in equal semi-annual instalments of ID 1.5 million each. The last instalment is due in March 2008.

- The Estisna financing no. (2) Of (Islamic Dinar) ID 20.9 million was drawn during the year 2002/2003 and is repayable in equal semi-annual instalments of ID 1.7 million each. The last instalment is due in July 2011.

- The Murabaha Financing facilities amounting to USD 199 million of which USD 54 million was drawn during 2004 and USD 145 million in 2006. The outstanding balance of the USD 54 million as of December 31, 2006 is repayable in programmed semi-annual instalments up to April 2011 and the outstanding balance of the USD 145 million is repayable in 2007.

- The Ijjarah financing facilities amounting to QR 160 million represents financing facilities with local Islamic banks and is repayable over a period of 4 to 6 years.

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- Sukuk Al Musharakah financing facilities amounting to USD 150 million was drawn during 2006. The remaining balance will be drawn in two parts: USD 50 million and USD 70 million during February of 2007 and May of 2007 respectively. The total amount of USD 270 million is payable in equal quarterly-instalments as of November 2008 until August 2016.

The terms of the loans are as the following: 2006

(QR’000)

2005 (QR’000)

Loans - Current 604,065 78,633 Loans - Non current 710,391 236,043 Total 1,314,456 314,676

15. Real Estate Investment Income: Real estate investment income represents income from the sale of properties. 16. Finance Lease Income: This represents lease income net of expenses for lease and sublease deals entered into by the Company with other local companies. Almost 98% of the total finance lease income is generated from one client, Qatar Petroleum. 17. Investments Income: 2006

(QR’000)

2005 (QR’000)

Income on sale of investments 2,095 31,552 Tatheer provision - (1,934) Other investment income 7,188 2,826 Real estate funds income 2,903 1,005 Total 12,186 33,449

18. Other Income:

2006 (QR’000)

2005 (QR’000)

Profit on bank deposits 5,663 7,590 Miscellaneous income 265 158 Total 5,928 7,748

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19. Operations cost:

2006 (QR’000)

2005 (QR’000)

Staff cost 2,667 1,270 Utilities 5,790 5,635 Repair and maintenance 7,975 10,632 Others 4,312 2,424 Total 20,744 19,961

20. General and Administrative Expenses:

2006 (QR’000)

2005 (QR’000)

Staff cost 11,528 6,515 Others 5,572 2,992 Total 17,100 9,507

21. Impairment on investments Due to the permanent decline in the Doha Securities Market over an extended period of time during and before 2006, the Board of Directors of the Company decided to recognize the impairment losses that were previously recognized under equity into the income statement. 22. Earning Per Share: Earning per share is calculated by dividing the net profit for the year by the weighted average number of ordinary shares during the year. 23. Share Capital: The shareholders in their extraordinary General Assembly meeting held on March 29, 2006 approved to increase the company’s authorized share capital to QR. 600,000,000 with nominal value of QR. 10 per share through distribution of bonus shares amounting to QR. 100,000,000. Proposed issue of bonus shares The Board of Directors decided in their meeting held on January 17, 2007 to propose to the forthcoming Extraordinary General Assembly to approve to increase the Company’s authorized share capital to QR.720,000,000 of QR. 10 per share through distribution of bonus shares of one share for every five shares held amounting to QR.120,000,000. 24. Legal Reserve: Legal reserve is to be computed in accordance with the provisions of the Qatar Commercial Companies’ Law and the company’s Articles of Association at 10% of the net profit for the year. This reserve is to be maintained until it equals 50% of the paid up capital and is not available for distribution except in circumstances specified in the Qatar Commercial Companies’ law. Since the company exceeded the 50% limit, no deduction has been made for this year or previous year. Amounts in excess of nominal values of newly issued shares approved by shareholders are also allocated to legal reserve as per article 192 of the Companies law.

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25. General Reserve: In accordance with Articles of Association of the Company the general assembly may allocate a portion of the net profit to a general reserve. No transfer has been made to general reserve during 2006 and 2005. This reserve is freely distributable. 26. Key Sources of estimation uncertainty: The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below. Impairment of receivables An estimate of the uncollectible amount of receivables is made when collection of the full amount is no longer probable. For individually significant amounts, this estimation is performed on an individual basis. Amounts which are not individually significant but which are past due are assessed collectively and a provision applied according to the length of time past due based on historical recovery rates. At the balance sheet date, gross finance lease receivable was QR. 231 million (2005: 266 million) and the provision for doubtful debts was Nil (2005: Nil). At the same date, gross rent receivable was QR. 5 million (2005: 4 million) and the provision for doubtful debts was QR. 0.2 million (2005: 0.2).Any difference between the amounts actually collected in future periods and the amounts expected will be recognised in the income statement. 27. Compensation of Key Management Personnel:

The remuneration of key management personnel during the year was as follows:

2006 2005 (QR’000) QR’000) ------------------ ---------------- QR. QR. Short terms benefits 2,685 2,299 Post-employment benefits 112 169 --------------- --------------- 2,797 2,468 ========= ======== In addition to the above amounts the board of directors’ are also given remuneration subject to shareholders’ approval as disclosed in the statement of changes in equity proposed for 2006 QR. 2,450 million (2005:1,750 million).

28. Capital Commitments:

2006 (QR’000)

2005 (QR’000)

Projects under construction 2,441,225 2,200,000

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29. Segment Information: The company is organised into two business segments, Lease income (Rental operational and Finance lease) and Real Estate Investment income. Segmental information is shown under the Statement of Income. The company operates geographically only in the State of Qatar. 30. Contingent Liabilities:

2006 (QR’000)

2005 (QR’000)

Banks Guarantees 600

8,800

Guarantee cheque issued by the company for a third party - 723 31. Financial Instruments

The financial assets of the company include balances with banks, accounts receivable and investments. The financial liabilities of the company include accounts payable and other payables and due to banks.

32. Risk Management:

a) Credit Risk Exposure

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s exposure to credit risk is as indicated by the carrying amount of its financial assets which consist primarily of bank balance and accounts receivable. Credit risk on bank balance is limited as it is placed with banks having good credit rating. Credit risk on accounts receivable is limited as these are shown after review of their recoverability and are stated net of provision for doubtful receivables.

b) Financing Risk

The company’s financing contractual arrangements are based on the Islamic Shari’a such as, Murabaha, Sukuk, Ijjarah and Estisna principles as outlined in note 14. These financing arrangements between the company and the issuer may be affected by the financial, political and general economic conditions prevailing from time to time in Qatar and/or the Middle East generally. The company limits financing risk by monitoring changes in the issuer’s financial position and financing costs.

c) Fair Values of Financial Assets and Liabilities

Fair value is the amount for which an asset can be exchanged or a liability settled, between knowledgeable and willing parties transacting at an “arm’s length”. The accounting convention under which the financial statements have been prepared is disclosed in Note 2. The carrying value of the Company’s financial instruments as recorded could therefore be different from their fair value. However, in the management’s opinion, the fair values of the Company’s financial assets and liabilities approximate to their carrying amounts.

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d) Market Risk

Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices whether those changes are caused by factors specific to the individual security or its issuer or factors affecting all securities traded in the market. The company limits market risk by maintaining a diversified portfolio and by continuous monitoring of developments in international and local market. In addition the company monitors key factors including analysis of operational and financial performance of investees.

33. Comparative Figures:

Certain corresponding amounts have been reclassified to conform to the presentation adopted in the current year’s financial statements.

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THE ISSUER

Qatar Alaqaria Sukuk Company

PO Box 1093GT

Queensgate House

South Church StreetGeorgetown

Cayman Islands

INVESTMENT MANAGER AND OBLIGOR

Qatar Real Estate Investment Company Q.S.C.

P.O. Box 22311

Doha

Qatar

PRINCIPAL PAYING AGENT, CALCULATION AGENT,

REGISTRAR AND TRANSFER AGENT

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

DELEGATE

HSBC Trustee (C.I.) Limited

P.O. Box 881 Granville Street

St. Helier

Jersey JE4 9PF

LEGAL ADVISERS

To the Managers and the Delegate as to the laws of

England

To the Managers and the Delegate as to the laws

of the State of Qatar

Denton Wilde Sapte LLP

One Fleet Place

London EC4M 7WS

England

Patton Boggs LLP

Suite 1, Blue Salon Building

PO Box 22632

Doha

Qatar

To the Issuer and Qatar Real Estate Investment

Company Q.S.C. as to the laws of England

To the Issuer as to the laws of the Cayman Islands

Lovells

Dubai International Financial Centre

PO Box 506602Dubai

United Arab Emirates

Maples and Calder

The Exchange Building, 5th Floor

Dubai International Finance CentrePO Box 119980

Dubai

United Arab Emirates

imprima — C96808