Depa Limited(incorporated in the Dubai International Financial Centre as a company limited

by shares under registered number 0567)

Offering of 278,906,161 Ordinary Sharesin the form of Ordinary Shares and Global Depositary Receipts

Offer Price: US$1.55 per Share and US$7.75 per GDRThis prospectus relates to the offering of 253,551,055 ordinary shares (Shares), with a nominal value of US$0.40 per ordinary share, of

Depa Limited, in the form of Shares and Global Depositary Receipts (GDRs, and together with the Shares, the Securities) with each GDRrepresenting 5 Shares. The Shares offered represent 162,992,567 newly issued Shares offered by us and 90,558,488 Shares offered by the sellingshareholders named herein (the Selling Shareholders). The Shares and GDRs are being offered under (i) an exempt offering in the DubaiInternational Financial Centre (DIFC) pursuant to an exemption from registration under the Offered Securities Rules of the Dubai FinancialServices Authority (the Exempt Offering); (ii) a retail offering in the United Arab Emirates (the UAE) to (A) nationals of the UAE or otherGulf Co-operation Council (GCC) countries, (B) UAE residents with a valid residency visa, (C) corporate entities organized under the laws ofthe UAE or another GCC country and (D) certain employees of Depa Limited and its direct and indirect subsidiaries,who, in each case, hold asecurities account with one of the participating brokers, applying for Shares in the UAE and meet certain other requirements (the UAE RetailOffering); (iii) a private placement in certain jurisdictions to institutional and professional investors outside the United States in compliancewith Regulation S (Regulations S) under the United States Securities Act of 1933, as amended (the US Securities Act), (the InternationalOffering); and (iv) a private placement in the United States to qualified institutional buyers (QIBs) as defined in Rule 144A (Rule 144A) underthe US Securities Act in reliance on Rule 144A or another exemption from registration under the Securities Act (the US Offering, and, togetherwith the Exempt Offering, the UAE Retail Offering and the International Offering, the Offering). The UAE Retail Offering will be madeconcurrently with the Exempt Offering, the International Offering and the US Offering pursuant to a separate Summary Document andparticipating brokers agreement. For a description of these and certain further restrictions on offers, sales and transfers of the Shares and theGDRs and the distribution of this document, see “Notice to Investors” and “Transfer and Selling Restrictions” below.

We have granted the initial purchasers named in “Plan of Distribution” (the Initial Purchasers) an option (the Over-allotment Option)to purchase up to 25,355,106 additional Shares, in the form of Shares and GDRs, at the offer price. This option is exercisable in whole or inpart from time to time for 30 days from the announcement of the offer price to cover over-allotments, if any.

Applications have been made (i) to the Dubai International Financial Exchange (DIFX), for the Shares to be admitted to the Official Listof Securities (the DIFX Admission) and for the Shares to be admitted to trading on the DIFX as a primary exchange, (ii) to the UK ListingAuthority (UKLA), for up to 13,500,000 GDRs to be issued on or about 23 April 2008 (the Closing Date), up to 1,500,000 GDRs to be issuedpursuant to the Over-allotment Option and up to 45,000,000 additional GDRs to be issued from time to time against the deposit of Shares withDeutsche Bank Trust Company Americas (the Depositary) to be admitted to the Official List (the UKLA Admission) and (iii) to the LondonStock Exchange plc (the LSE or London Stock Exchange) for the GDRs to be admitted to trading on its regulated market for listed securitiesthrough its International Order Book (IOB). The IOB is a regulated market for purposes of the Markets in Financial Instruments Directive,which is regulated for the purposes of Directive 2004/39/EC. Admission to the Official List and to the LSE’s regulated market for listedsecurities constitutes listing on a stock exchange. Dealings in our Shares prior to listing on the DIFX will not take place. Conditionaldealings in the GDRs on the London Stock Exchange will not take place.

This document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial ServicesAuthority (DFSA). It is intended for distribution only to persons of a type specified in those Rules. It must not be delivered to, or reliedon, by any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers.The DFSA has neither approved this document nor taken steps to verify the information set out in it and has no responsibility for it.The Securities to which this document relates may be illiquid and/or subject to restrictions on their re-sale. Prospective purchasers ofthe Securities offered should conduct their own due diligence on the Securities. If you do not understand the contents of this documentyou should consult an authorised financial adviser.

The DIFX takes no responsibility for the contents of this document, makes no representations as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of thisprospectus.

Investing in the Securities involves significant risks. See “Risk Factors” beginning on page 10.

Our Securities have not been and will not be registered under the US Securities Act and may not be offered or sold within theUnited States except to QIBs in accordance with Rule 144A or outside the United States in accordance with Regulation S. Prospectivepurchasers that are QIBs are hereby notified that the seller of Securities may be relying upon the exemption from the provisions of Section 5of the US Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Securities, see “Transfer and SellingRestrictions”.

The Initial Purchasers will severally offer the Securities, subject to receipt and acceptance by them of, and their right to reject, any orderin whole or in part. The Initial Purchasers expect to deliver the Shares through the facilities of the DIFX Central Securities Depository of theDIFX (CSD) and the GDRs through the book-entry facilities of The Depository Trust Company (DTC), Euroclear Bank S.A./N.V. (Euroclear)and Clearstream Banking, société anonyme (Clearstream) on or about 23 April 2008.

Sole Global Coordinator

Morgan StanleyJoint Bookrunners and Joint Lead Managers

Morgan Stanley UBS Investment BankJoint Lead Managers

Global Investment House The National Investor18 April 2008

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

This prospectus, including the financial information and the appendices included herein, comprises aprospectus given in compliance with the prospectus rules made under Article 5(3) of the Prospectus Directive (theProspectus Rules), by the UKLA for the purpose of giving information with regard to Depa Limited and itssubsidiaries and the GDRs in connection with the application for admission of the GDRs to the Official List of theUKLA and to trading on the London Stock Exchange’s regulated market. This prospectus is not a prospectus forpurposes of Section 12(a)(2) or any other provision of, or rule under, the US Securities Act.

Depa Limited and our directors whose names appear on page 68 of this document accept responsibility forthe information contained in this document. To the best of our knowledge, and to the best of the knowledge of ourdirectors (who have taken all reasonable care to ensure that such is the case), the information contained in thisdocument is in accordance with the facts and contains no omission likely to affect its import.

To the best of the knowledge and belief of our directors, this prospectus complies with the Offered SecuritiesRules of the DFSA and the Markets Law 2004 of the DIFC, and our directors accept responsibility jointly andseverally for the information contained in this prospectus and believe that there are no other facts the omission ofwhich would make this prospectus or any statement herein misleading or deceptive.

You are authorised to use this prospectus solely for the purpose of considering the purchase of the Shares andGDRs. We have furnished the information in this prospectus. You acknowledge and agree that neither the InitialPurchasers nor the Depositary make any representation or warranty, express or implied, as to the accuracy orcompleteness of such information and nothing contained in this prospectus is, or shall be relied upon as, a promiseor representation by the Initial Purchasers or the Depositary. You may not reproduce or distribute this prospectus,in whole or in part, and you may not disclose any of the contents of this prospectus or use any information hereinfor any purpose other than considering an investment in the Shares or GDRs. You agree to the foregoing byaccepting delivery of this prospectus.

No person is authorised to give information or to make any representation in connection with the Offering orsale of the Shares or GDRs other than as contained in this prospectus. If any such information is given or made, itmust not be relied upon as having been authorised by us or any of the Initial Purchasers or the Depositary or anyof their affiliates or advisers or selling agents. You should assume that the information appearing in this prospectusis accurate as of its date. Neither the delivery of this prospectus nor any sale made hereunder shall under anycircumstances imply that there has been no change in our affairs or that the information set forth in this prospectusis correct as of any date subsequent to its date.

In making an investment decision, prospective investors must rely upon their own examination of theCompany and the terms of this prospectus, including the risks involved.

The distribution of this prospectus and the offering and sale of the Shares and GDRs in certainjurisdictions may be restricted by law. We, the Selling Shareholders and the Initial Purchasers requirepersons into whose possession this prospectus comes to inform themselves about and to observe any suchrestrictions. This prospectus does not constitute an offer of, or an invitation to purchase, any of the Sharesor GDRs in any jurisdiction in which such offer or sale would be unlawful. Other than in respect of the UAERetail Offering, no one has taken any action that would permit a public offering to occur in any jurisdiction.

Neither the Shares nor the GDRs have been or will be registered under the US Securities Act, or with anysecurities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold,pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the US Securities Act and in compliance with any applicable state securities laws.Neither the Securities and Exchange Commission, any State securities commission nor any other regulatoryauthority has approved or disapproved the securities nor have any of the foregoing authorities passed upon orendorsed the merits of this offering or the accuracy or adequacy of this prospectus. Any representation to thecontrary is a criminal offence in the United States.

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The contents of this document should not be construed as legal, financial or tax advice. Each prospectiveinvestor should consult his, her or its own legal, financial or tax adviser for legal, financial or tax advice.

NOTICE TO UK AND EEA INVESTORS

This prospectus and the offering are only addressed to and directed at persons in member states of theEuropean Economic Area, or EEA, who are “qualified investors” within the meaning of Article 2(1)(e) of theProspectus Directive (Directive 2003/71/EC) (Qualified Investors). In addition, in the United Kingdom, thisprospectus is being distributed only to, and is directed only at, Qualified Investors (i) who have professionalexperience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act2000 (Financial Promotion) Order 2005, as amended, (the Order), (ii) who fall within Article 49(2)(a) to (d) ofthe Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred toas “relevant persons”). This prospectus must not be acted on or relied on (i) in the United Kingdom, by personswho are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by personswho are not Qualified Investors. The Shares and the GDRs are only available to, and any investment or investmentactivity to which this prospectus relates is available only to (i) in the United Kingdom, relevant persons, and (ii) inany member state of the EEA other than the United Kingdom, Qualified Investors, and will be engaged in onlywith such persons.

This prospectus has been prepared on the basis that once it has been approved under the Prospectus Directive(2003/71/EC), all offers of GDRs (as well as the Shares offered hereunder) will be made pursuant to an exemptionunder the Prospectus Directive (2003/71/EC), as implemented in member states of the EEA from the requirementto produce a prospectus for offers of GDRs (as well as offers of Shares). Accordingly any person making orintending to make any offer within the EEA of Shares and GDRs which are the subject of the offering contemplatedherein should only do so in circumstances in which no obligation arises for us, the Selling Shareholders or any ofthe Initial Purchasers to produce a prospectus for such offer. None of Depa Limited, the Selling Shareholders orthe Initial Purchasers have authorised or do authorise the making of any offer of Shares or GDRs through anyfinancial intermediary, other than offers made by Initial Purchasers which constitute the final placement of Sharesand GDRs contemplated herein.

NOTICE TO INVESTORS IN FRANCE

No prospectus (including any amendment, supplement or replacement thereto) has been prepared inconnection with the offering of the Shares or GDRs that has been approved by the Autorité des marchés financiersor by the competent authority of another State that is a contracting party to the Agreement on the EuropeanEconomic Area and notified to the Autorité des marchés financiers; no Shares or GDRs have been offered or soldnor will be offered or sold, directly or indirectly, to the public in France; the prospectus or any other offeringmaterial relating to the Shares or GDRs have not been distributed or caused to be distributed and will not bedistributed or caused to be distributed to the public in France; such offers, sales and distributions have been andshall only be made in France to persons licensed to provide the investment service of portfolio management for theaccount of third parties and qualified investors (investisseurs qualifiés) investing for their own account, all asdefined in Articles L. 411-2, D. 411-1, D. 411-2, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the Code monétaireet financier. The direct or indirect distribution to the public in France of any so acquired Shares or GDRs may bemade only as provided by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaireet financier and applicable regulations thereunder.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT ASECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEWHAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE

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THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION ISAVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATEHAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDEDOR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TOMAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENTANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO CANADIAN INVESTORS

The Shares and GDRs have not been nor will be qualified by prospectus for sale to the public in Canada underapplicable Canadian securities laws and, accordingly, any offer or sale of the Shares and GDRs in Canada will bemade pursuant to an exemption from the applicable prospectus filing requirements, and otherwise in compliancewith applicable Canadian laws.

STABILISATION

In connection with the Offering, Morgan Stanley (the Stabilisation Manager), on behalf of the InitialPurchasers, or any person acting on its behalf, may over-allot Shares, in the form of Shares or GDRs, oreffect transactions with a view to supporting the market price of the Shares or GDRs at a level higher thanthat which might otherwise prevail. However, there is no assurance that the Stabilisation Manager or anyperson acting on their behalf will undertake stabilisation action. Any such stabilisation may be conductedon the London Stock Exchange, on the DIFX in the open market or in over-the-counter transactions, eachin accordance with the relevant rules. Any such stabilisation may begin on the date on which adequatepublic disclosure of the final price of the Shares and GDRs is made and, if commenced, may be discontinuedat any time, but it must end no later than 30 calendar days after the announcement of the offer price.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We prepare our financial statements in UAE dirhams in accordance with International Financial ReportingStandards (IFRS). Unless otherwise indicated, all financial information in this prospectus is derived from ourconsolidated and combined financial statements and notes thereto included in this prospectus.

Depa Limited, which owns 99.9% of the share capital of Depa United Group (PJSC), was incorporated forthe purposes of the Offering in February 2008 and, as such, has no financial statements for the periods underreview. We have included the consolidated financial information of Depa United Group (PJSC) for the period fromincorporation to 31 December 2006 and for the year ended 31 December 2007. Depa United Group (PJSC) wasformed on 15 January 2006 by the controlling shareholders of the Deco-Eldiar Predecessor Group and the DepaPredecessor Group (each as defined below) and various other new shareholders who collectively own greater than50% of Depa United Group (PJSC). Upon formation, Depa United Group (PJSC) entered into various agreementsto purchase the Deco-Eldiar Predecessor Group and the Depa Predecessor Group.

In order to provide a complete financial history, we have included the audited combined financial informationof the Depa Predecessor Group and the audited combined financial information of the Deco-Eldiar PredecessorGroup for the year ended 31 December 2005. During 2005, while we operated as a single group through amemorandum of understanding under which the shareholders of each group agreed to procedures for commonday-to-day management and to collective participation in the operating decisions of the Group, our ownershipstructure was through two groups, the Depa Predecessor Group and the Deco-Eldiar Predecessor Group. As theseentities were not under “common control” as defined by IFRS, we are unable to present a single set of financialstatements prepared in accordance with IFRS. See “Management’s Discussion and Analysis of Financial Conditionand Results of Operations – The Group – Presentation of Financial Information.”

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In addition to our IFRS financial statements, we refer to “EBIT”, “EBITDA”, “Adjusted EBIT” and “AdjustedEBITDA”. Although these are not measures of operating income, operating performance or liquidity under IFRS,we have presented these measures because we believe these are measures used by some investors to assessoperating performance, a company’s ability to service indebtedness and to fund ongoing capital expenditures.These are not measures of performance under IFRS and should not be considered as an alternative to net profit orany other performance measures derived in accordance with IFRS or as an alternative to cash flow from operatingactivities or as a measure of our liquidity. Also, other companies in our industry may calculate EBIT and AdjustedEBIT differently or may use it for different purposes than we do, limiting its usefulness as a comparative.

We define EBIT as net profit for the year attributable to equity holders of the parent before income tax andfinance cost and interest income and define EBITDA as EBIT before depreciation and amortization. We defineAdjusted EBIT as EBIT adjusted to eliminate the impact of our share of profit (loss) of associated, other income,gain on disposal of available for sale investments and gain on acquisition of subsidiary and define AdjustedEBITDA as Adjusted EBIT before depreciation and amortization.

Certain financial and statistical amounts included in this prospectus are approximations or have been subjectto rounding adjustments. Accordingly, figures shown as totals in certain tables may not be exact arithmeticaggregations of the figures that precede them.

Unless the context otherwise requires, references in the prospectus to “we”, “us”, “our” or the “Group” areto: Depa Limited together with its direct and indirect subsidiaries for the period from 25 February 2008 (the dateof is incorporation) onwards; Depa United Group (PJSC) together with its direct and indirect subsidiaries forperiods from 15 January 2006 (the date of its incorporation); and companies comprising the Depa PredecessorGroup and the Deco-Eldiar Predecessor Group (each as defined below) for all periods prior to 15 January 2006.References to the “Company” are to Depa Limited. References to the “year ended 31 December 2006” are to theperiod from 15 January 2006 (the date of incorporation of Depa United Group (PJSC)) to 31 December 2006.

References to the “Depa Predecessor Group” are to Depa Interiors LLC, Depa Decor, Contracting & GeneralMaintenance LLC, Pino Meroni Yacht Interiors LLC, Depa for Hotels SAE and Pino Meroni Wood & MetalIndustries. References to the “Deco-Eldiar Predecessor Group” are to Deco Emirates LLC and Eldiar FurnitureManufacturing and Decoration.

References in this prospectus to “Dubai” are to the Emirate of Dubai, United Arab Emirates; references to the“DIFC” are to the Dubai International Financial Centre, an economic “freezone” established in Dubai, United ArabEmirates; references to “Saudi Arabia” or “KSA” are to the Kingdom of Saudi Arabia; references to the “UAE”are to the United Arab Emirates; references to “Egypt” are to the Arab Republic of Egypt; references to “Morocco”are to the Kingdom of Morocco, references to “India” are to the Republic of India; references to “Thailand” are tothe Kingdom of Thailand; references to “Singapore” are to the Republic of Singapore; and references to “Qatar”are to the State of Qatar.

CURRENCIES AND EXCHANGE RATES

In this prospectus, references to “US dollars” or “US$” or “$” are to the lawful currency of the United States.References to “AED”, “Dhs” or “UAE dirhams” are to the lawful currency of the United Arab Emirates. Referencesto “Euro” or “€” are to the lawful currency of the member states of the European Union participating in theEuropean Economic and Monetary Union. References to “GBP”, “pounds sterling” or “£” are to the lawfulcurrency of the United Kingdom. References to “LE” or “Egyptian Pounds” are to the lawful currency of Egypt.

Unless otherwise specified, the US$ to AED exchange rate used throughout this prospectus is AED 3.67 =US$1.00, being the exchange rate as at 31 December 2007 as quoted by OANDA based on interbank rates.

Unless otherwise specified, the Euro to US$ exchange rate used throughout this prospectus is Euro 0.68 =US$1.00, being the exchange rate as at 31 December 2007 as quoted by OANDA based on interbank rates.

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Unless otherwise specified, the LE to US$ exchange rate used throughout this prospectus is LE 5.55 =US$1.00, being the exchange rate as at 31 December 2007 as quoted by OANDA based on interbank rates.

The financial information included throughout this document is presented in UAE dirhams. We havetranslated for your convenience, certain UAE dirham amounts to US dollar amounts using the rates presentedabove. You should not view such translation as a representation that such UAE dirham amounts or US dollaramounts could be or could have been converted into UAE dirhams or US dollars at the rates indicated or at anyother rates.

LIMITATION ON ENFORCEMENT OF CIVIL LIABILITIES

We are a company incorporated in, and under the laws issued by, the DIFC, with our headquarters in theEmirate of Dubai in the UAE. All of the members of our board of directors (our Board of Directors) and seniormanagement named in this prospectus reside outside the United States and the United Kingdom. All or asubstantial portion of their assets are located outside the United States and the United Kingdom. As a result, it maynot be possible to:

• effect service of process within the United States or the United Kingdom upon any of the directors andexecutive officers named in this prospectus; or

• enforce, in the United States or the United Kingdom, court judgments obtained in courts of the UnitedStates or the United Kingdom, as the case may be, against us or any of the directors and executive officersnamed in this prospectus in any action, including actions under the civil liability provisions of federalsecurities laws of the United States.

In addition, it may be difficult to enforce, in original actions brought in courts in jurisdictions located outsidethe United States or the United Kingdom, liabilities predicated upon United States or United Kingdomsecurities laws.

In the absence of any treaty for the reciprocity of enforcement of foreign judgments, UAE law sets out aprocedure whereby the judiciary of the UAE is able to ratify judgments, orders or awards of other jurisdictions.Such judgments, orders or awards which are ratified by the UAE court may be enforced within the UAE in themanner prescribed by its Civil Procedure Code.

Under DIFC law, parties to a contract may select the law which will govern their contractual relations and theDIFC courts will give effect to such choice of law to the extent they have jurisdiction.

Foreign entities are able to bring civil proceedings in the DIFC courts against a legal entity or person subjectto the laws of DIFC in relation to matters subject to the jurisdiction of the DIFC laws, or the device of law selectedby the parties, would apply and a judgment of the DIFC court would be enforceable in DIFC and the UAE subjectto certain statutory limitations. The DIFC courts may not, depending on the subject on application thereto of DIFCinternational law, however, entertain an action brought in DIFC on the basis of any breach of a statute of anyjurisdiction other than DIFC, including without limitation, any action for a violation of United States federalsecurities laws. Investors may have difficulties in enforcing judgments of English or US courts against us ormembers of our Board of Directors or senior management in the courts of the DIFC because the mechanism forenforcement of foreign judgments by the DIFC courts is as yet untested. Investors may also have difficulties inenforcing judgments of the DIFC courts and arbitration awards ratified by the DIFC courts against us or membersof our Board of Directors or senior management in jurisdictions outside the DIFC because the mechanism forenforcement of judgments and awards issued by the DIFC courts in jurisdictions outside the DIFC is as yet untested.

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus are not historical facts and are forward-looking statements.Forward looking statements appear in various locations, including, without limitation, under the headings

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“Prospectus Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition andResults of Operations” and “Business”. The statements contained in this document that are not historical facts are“forward-looking” statements (as such term is defined in the United States Private Securities Litigation Reform Actof 1995). These forward-looking statements are subject to a number of risks and uncertainties, many of which arebeyond the Company’s control and all of which are based on the Company’s current beliefs and expectations aboutfuture events. Forward-looking statements are typically identified by the use of forward-looking terminology suchas “believes”, “expects”, “may”, “will”, “could”, “would”, “should”, “intends”, “targets”, “aims”, “project”,“estimates”, “plans”, “assumes” or “anticipates” or the negative thereof or other variations thereon or comparableterminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, weor our representatives have made or may make forward-looking statements orally or in writing. Furthermore, suchforward-looking statements may be included in, but are not limited to, press releases or oral statements made by,or with the approval of, an authorised executive officer of the Company. Forward-looking statements includestatements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capitalexpenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses,business strategy and the trends we anticipate in the industries and the political and legal environment in which weoperate and other information that is not historical information.

These forward-looking statements and other statements contained in this document regarding matters that arenot historical facts involve predictions. No assurance can be given that such future results will be achieved; actualevents or results may differ materially as a result of risks and uncertainties facing the Company and its subsidiaries.Such risks and uncertainties could cause actual results to vary materially from the future results indicated,expressed or implied in such forward-looking statements. See “Risk Factors”. The forward looking statementscontained in this document speak only as of the date of this document. You should be aware that a number ofimportant factors could cause actual results to differ materially from the plans, objectives, expectations, estimatesand intentions expressed in such forward-looking statements. These factors include:

• changes in government policies or political, social, legal, regulatory or economic conditions in the UAEor such other jurisdictions where any such changes could affect our financial condition and/or prospects;

• our ability to fund future operations and capital needs through borrowing or otherwise;

• our ability to successfully implement any business strategies;

• our ability to integrate businesses, including recently acquired businesses, and to realise anticipated costsavings and operational benefits from such integration;

• our ability to manage our joint ventures and relationships with our joint venture partners;

• our ability to manage market share and retain customers;

• our ability to attract and retain qualified personnel;

• our ability to manage supply chains;

• changes in the interior fit-out industry and acceptance of our business model;

• a decrease in demand for our products and services;

• the effects of increased competition in the markets in which we operate;

• inflation, interest rate and exchange rate fluctuations; and

• success in identifying other risks to businesses and managing the risks of the aforementioned factors.

This list of important factors is not exhaustive. When relying on forward-looking statements, you shouldcarefully consider the foregoing factors and other uncertainties and events. Such forward-looking statements speakonly as of the date on which they are made. Accordingly, we do not undertake any obligation to update or reviseany of them, whether as a result of new information, future events or otherwise other than as required by applicablelaws or the listing rules of the UKLA or the DIFX or the Prospectus Rules. We make no representation, warrantyor prediction that the results anticipated by such forward-looking statements will be achieved, and suchforward-looking statements represent, in each case, only one of many possible scenarios and should not be viewedas the most likely or standard scenario.

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MARKET AND INDUSTRY INFORMATION

This prospectus contains historical market data and industry forecasts, which have been obtained fromindustry publications, market research and other publicly available information. We have not independentlyverified the information in industry publications or market research, although we believe the information containedtherein to be reliable. Neither we, nor any of our subsidiaries, the Selling Shareholders or any of the InitialPurchasers named in “Plan of Distribution” represent that this information is accurate.

The information provided from the sources referred to above has been accurately reproduced and, as far aswe are aware and have been able to ascertain from information published by such sources, no facts have beenomitted which would render the reproduced information inaccurate or misleading. Where third-party informationhas been used in this prospectus, the source of such information has been identified.

AVAILABLE INFORMATION

For so long as any Rule 144A GDRs (as defined herein) or the Shares represented thereby or any of the Sharessold pursuant to Rule 144A as part of this offering are “restricted securities” within the meaning of Rule 144(a)(3)under the US Securities Act, we will, during any period in which we are neither subject to Section 13 or Section15(d) of the United States Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant toRule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted Rule 144A GDRs or Sharesor to any prospective purchaser of such restricted securities designated by such holder or beneficial owner uponthe request of such holder, beneficial owner or prospective purchaser, the information required to be delivered tosuch persons pursuant to Rule 144A(d)(4) under the US Securities Act.

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TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SUMMARY OF TERMS OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

TRANSACTIONS WITH RELATED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

PRINCIPAL AND SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

THE DUBAI INTERNATIONAL FINANCIAL EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

DESCRIPTION OF SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . 90

SUMMARY OF PROVISIONS RELATING TO THE GDRS WHILE IN MASTER FORM . . . . . . . . . . . . . 109

TRANSFER AND SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

SETTLEMENT AND DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

INFORMATION RELATING TO THE DEPOSITARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

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PROSPECTUS SUMMARY

This summary (which includes the information set forth under the headings “Summary of Terms of theOffering” and “Summary Historical Financial and Operating Data”) must be read as an introduction to thisprospectus. Any decision to invest in the Shares or GDRs should be based on a consideration of the prospectus asa whole. You should read the entire prospectus, including the consolidated financial statements and related notes,before making any decision to invest in the Shares or the GDRs and consider the information set forth under theheadings “Risk Factors” and “Forward-Looking Statements” elsewhere in this prospectus.

Following the implementation of the relevant provisions of the Prospectus Directive in each member state ofthe European Economic Area, no civil liability will attach to us in any such member state solely on the basis of thissummary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read togetherwith the other parts of this prospectus. Where a claim relating to the information contained in this prospectus isbrought before a court in a member state of the European Economic Area, the plaintiff may, under the nationallegislation of the member state where the claim is brought, be required to bear the costs of translating theprospectus before the legal proceedings are initiated.

Overview

We are a leading provider of interior contracting services in the Middle East and North Africa (the MENAregion) and Asia. We operate principally in the luxury fit-out sector with a focus primarily on the hospitality,commercial and residential property developments as well as airport, retail, yacht, theming and specialist fit-outsectors. In addition, we are a provider of manufactured products and procurement services with a specific focus oncustomised furniture, fixtures and equipment (FF&E), which we use in our in-house operations as well as provideto third parties.

We have a network of subsidiaries, joint ventures and affiliates in 15 countries. Through this network we havesuccessfully executed projects in over 20 countries. For the year ended 31 December 2007, 81.5% and 76.2% ofour contract income and gross contract profit were derived from our activities in the UAE, respectively; 15.9% and16.4%, respectively, were derived from our activities in other jurisdictions within the MENA region (the Rest ofMENA); and 2.6% and 7.4%, respectively, were derived from our activities in jurisdictions outside the MENAregion (the Rest of the World). Over the last three years, we have completed over 50 interior contracting projectsin the hospitality sector with an aggregate value of AED 1,171.7 million, or US$319.3 million, as well as numerousother interior contracting projects in various sectors including residential property development, airport, retail,yacht and specialist fit-out.

Competitive Strengths

We believe that our principal competitive strengths are:

Leading presence in, and exposure to, high growth markets

Our geographic focus has been predominantly in the Gulf Co-operation Council (GCC) countries and Egypt,which have in recent years seen exponential growth, particularly in the hospitality sector. In these markets, wemaintain a leading position in the hotel interior-contracting sector. In addition, in recent years we have alsoexpanded our operations to other high-growth markets in the MENA region and Asia, including Singapore,Morocco, Libya, Syria and India. Our diverse client base reduces our reliance on a single market and increases ourfinancial visibility through a diverse product pipeline. We believe that our market leading position in the MENAregion combined with our uniquely integrated product and service offerings should allow us to benefit from futuregrowth in these markets.

Strong track record and reputation

We have provided interior contracting services on many of the highest profile real estate development projectsin the world, including Burj Al Arab Hotel and Burj Dubai Tower in Dubai and the Emirates Palace Hotel inAbu Dhabi and the Museum of Islamic Arts in Doha, Qatar. We maintain strong, long term relationships with manyof our clients, which include project owners, property developers and main contractors such as Nakheel Pvt JSC,Kerzner Group, Emaar Properties PJSC, Talaat Mustafa Group (owner of three Four Seasons hotels in Egypt),Al Futtaim Group and the Rotana Hotel Company. In addition, as our customers expand into new geographicmarkets, we expect that our prior experience with them, as well as the size and diversity of our operations, willassist us in expanding into new markets and will enable us to continue to manage our pipeline of projects.

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Vertically integrated supply chain

Our unique vertically integrated structure with in-house operations at several points in the manufacturing andprocurement supply chain supports our interior fit-out services. This structure allows us to control costs, ensureaccess to and timely delivery of materials and products and maintain quality control over materials used; enablesus to better capture upstream profits; serves to minimise exposure to variable contract pricing risks; and serves asa differentiating factor from our competition. In addition to supplying goods and services to our interior contractingbusiness, our manufacturing and procurement businesses also generate revenues externally through their ownportfolio of projects and clients.

Highly-skilled core resources and access to a flexible work force

We have a large and highly skilled workforce that enables us to meet project deadlines, control costs andadequately staff projects as required and reduces our exposure from labour or subcontractor shortages in themarkets in which we operate, which has been essential to our reputation and ability to secure new contracts.We believe that the strength of our workforce ideally positions us to best take advantage of future growth.

Experienced management team

Our senior management team each have between 10 and 25 years experience in the interior contractingindustry within the MENA region as well as in other markets. As a result of this experience, we believe ourmanagement team is well positioned to drive the performance of our business forward.

Strategy

Strengthen core business through expansion of our supply chain

Our ability to control our supply chain of raw materials and finished products has been a major contributor toour past success. This control allows us to better manage relationships with upstream suppliers, capture a largerpart of the upstream profits by minimising costs and ensure that we meet project deadlines. We intend to continuethis expansion through acquisitions of businesses within the interior contracting industry, in particular businessesthat produce materials that are difficult to procure. We also intend to expand through organic growth throughexpansion within our current subsidiaries and the establishment of new manufacturing subsidiaries which supportthe growth of our interior contracting business.

Reduce overall risk and optimise growth through expansion to new geographic markets and offering newproducts and services

We continue to seek to reduce overall operating risk, optimise growth and increase profits by diversifying ourrevenue base through strategic acquisitions of, or investments in, businesses in new geographic markets as well asthose offering products and services outside our current portfolio. We are currently exploring options for expandingour business to new geographic markets including Syria, Indonesia, Malaysia and China. These markets have seenrapid growth in the luxury hospitality industry in recent years and show large potential for future growth.Within the interior-contracting industry we are seeking to expand to areas that require specialist expertise in nicheareas, such as airports, transport terminals and hospitals.

Maintain revenue through project selection

In markets such as Dubai, we are working to continue building upon our market leading position and clientrelationships by capturing a smaller number of high-profile contracts with larger average contract size, relativelyhigher profit margins and better terms. In new markets, our focus is to continue growing our business rapidly byincreasing capacity and taking on a larger number of projects with a view to increasing our revenues, market shareand brand awareness.

Risk factors

An investment in the Shares and GDRs involves a degree of risk. There are risks relating to our business; theeconomic, political and social environment of the countries in which we operate; the Shares; the GDRs; and thetrading markets. Among the risks relating to the Company are:

• risks related to our ability to effectively manage future growth;

• risks related to our ability to retain adequate personnel and local adequate supplies of raw materials tomeet customer demand;

• risks related to our project backlog contract conditions and major customers;

• risks relating to our ability to effectively control and operate through joint venture companies andassociated companies;

• risks related to operations in the GCC and other emerging markets; and

• risks related to limits on ownership rights of non-UAE persons in UAE companies.

Prospective investors should consider carefully the risks disclosed under “Risk Factors” before investing inShares or GDRs.

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SUMMARY OF TERMS OF THE OFFERING

The Company . . . . . . . . . . . . . . . . . . . . Depa Limited, a company limited by shares established in the DIFC on25 February 2008.

The Selling Shareholders . . . . . . . . . . . Mazrui Holdings LLC, Mr. Mohannad Sweid, Al Futtaim CapitalLLC, The National Investor (PJSC), Al Mal Capital (PJSC), EmaarIndustries & Investments (PJSC), Zabeel Investments LLC,Mr. Nasser Al Alsowaidi, Edge Investments LLC and Al Mal DefinedOpportunity Fund I.

The Offering . . . . . . . . . . . . . . . . . . . . . We expect to sell 162,992,567 Shares and the Selling Shareholdersexpect to sell 90,558,488 Shares, in the form of Shares and GDRs.The Offering comprises the International Offering, the US Offering,the Exempt Offering and the UAE Retail Offering. The Shares havebeen issued in accordance with the legislation of the DIFC. The GDRsare being offered in the United States to QIBs in reliance on Rule144A and outside the United States to certain persons in offshoretransactions in reliance on Regulation S, including an Exempt Offer ofsecurities under the Offered Securities Rules of the DFSA in the DIFC.The GDRs will be issued by Deutsche Bank Trust Company Americas,as Depositary.

No Shares or GDRs will be distributed under the terms of the Offeringlater than twelve months after the date of this prospectus.

The Shares . . . . . . . . . . . . . . . . . . . . . . . Our issued share capital at the date of this prospectus consists of460,271,308 ordinary shares, all of which are fully paid, issued andoutstanding, with a nominal value of US$0.40 each. Our authorisedshare capital is 5,000,000,000 ordinary shares with a nominal value ofUS$0.40 each. The Shares have the rights described under“Description of Share Capital”.

The GDRs . . . . . . . . . . . . . . . . . . . . . . . Each GDR will represent 5 Shares on deposit with Deutsche Bank AG,Amsterdam, or the Custodian. The GDRs will be issued by theDepositary pursuant to a deposit agreement between the Company andthe Depositary (the Deposit Agreement), which will establishfacilities for Rule 144A GDRs and Regulation S GDRs.The Regulation S GDRs will be evidenced initially by a MasterRegulation S GDR and the Rule 144A GDRs will be evidencedinitially by a Master Rule 144A GDR, each to be issued by theDepositary pursuant to the Deposit Agreement.

Offer Price . . . . . . . . . . . . . . . . . . . . . . . US$1.55 per Share and US$7.75 per GDR.

Market Capitalisation of Companyon Admission . . . . . . . . . . . . . . . . . . . . . US$966.1 million.

Joint Bookrunners . . . . . . . . . . . . . . . . Morgan Stanley and UBS Investment Bank.

Joint Lead Managers . . . . . . . . . . . . . . Morgan Stanley, UBS Investment Bank, Global Investment House andThe National Investor.

Closing Date . . . . . . . . . . . . . . . . . . . . . On or about 23 April 2008.

Over-allotment Option . . . . . . . . . . . . . The Company has granted to the Initial Purchasers the Over-allotmentOption, exercisable in whole or in part from time to time for a periodof 30 days from the announcement of the offer price, to purchase orprocure purchasers for up to 25,355,106 additional Shares, in the formof Shares or GDRs, at the offer price referred to above and on theterms and conditions of the offering, solely to cover over-allotments,if any.

Lock-up . . . . . . . . . . . . . . . . . . . . . . . . . Except with respect to the Shares and GDRs sold in this Offering(including pursuant to the exercise of the Over-allotment Option,if any) and any shares issued pursuant to our share option and purchaseplan, we have agreed that, for a period of 12 months following the dateof this prospectus, we will not (i) offer, pledge, sell, contract to sell,sell any option or contract to purchase, purchase any option or contractto sell, grant any option, right or warrant to purchase, lend, orotherwise transfer or dispose of, directly or indirectly, any shares orany securities convertible into or exercisable or exchangeable forshares or (ii) enter into any swap or other arrangement that transfers toanother, in whole or in part, any of the economic consequences ofownership of the shares, whether any such transaction described inclause (i) or (ii) above is to be settled by delivery of shares or othersecurities, in cash or otherwise, except with the prior written consentof the Joint Bookrunners.

The Selling Shareholders and all other existing shareholders of theCompany (together with the Selling Shareholders, the CurrentShareholders) have agreed to a similar lock-up for a period ending6 months after the date of this prospectus with respect to 100% of theirrespective shareholdings in the Company and for a period ending12 months after the date of this prospectus with respect to 65% of theirrespective shareholdings in the Company. The Current Shareholdershave further agreed to consult and coordinate any sale of shares withthe other Current Shareholders until 24 months after the date of thisprospectus. The lock-up on Current Shareholders’ sales does notprohibit any Current Shareholder from selling any shares to any otherCurrent Shareholder.

Transfer Restrictions . . . . . . . . . . . . . . The Shares and GDRs will be subject to restrictions on transfer asdescribed under “Terms and Conditions of the Global DepositaryReceipts”, “Transfer and Selling Restrictions” and “Plan ofDistribution”.

Listing and Trading . . . . . . . . . . . . . . . Applications have been made to the DIFX for the Shares to be admittedto the Official List of Securities of the DIFX and for the Shares to beadmitted for trading on the DIFX (as a primary exchange). Dealings inour Shares prior to listing on the DIFX will not take place. We expectour Shares to be issued and admitted to the Official List of Securities ofthe DIFX and listed on the DIFX on or about 23 April 2008.

Application has also been made (i) to the UKLA for a listing of up to60,000,000 GDRs, consisting of up to 13,500,000 GDRs to be issuedon or about the Closing Date, up to 1,500,000 GDRs to be issuedpursuant to the Over-allotment Option and up to 45,000,000 additionalGDRs to be issued from time to time against the deposit of Shares withthe Depositary, to be admitted to the Official List and (ii) to the LSEfor such GDRs to be admitted to trading on its regulated market. Priorto the Offering, there has been no public market for the Shares or theGDRs. Conditional dealings in the GDRs on the LSE will not take

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place. Admission of the GDRs to the Official List and to trading on theLSE’s regulated market is expected to take place on or about 23 April2008.

Upon completion of the Offering and assuming exercise of theOver-allotment Option in full, up to an additional 7,500,000 Shareswill be deposited, subject to the provisions set forth under “Terms andConditions of the Global Depositary Receipts” and in the DepositAgreement, with the Custodian against which the Depositary shallissue GDRs representing such Shares up to the maximum aggregatenumber of 1,500,000 GDRs to be further increased from time to time,subject to the conditions set out in the Deposit Agreement, onapplication by us to the UKLA and the London Stock Exchange if andto the extent any such additional GDRs are admitted to the OfficialList and the regulated market.

Payment and Settlement . . . . . . . . . . . Payment for Shares and GDRs sold in this offering will be made inUS dollars. Except in limited circumstances described herein,beneficial interest in the GDRs evidenced by the corresponding MasterGDR will be held only through, and transfer thereof may be effectedonly through, the settlement systems of DTC, Euroclear andClearstream.

Trading of the Shares will take place through the trading system of theDIFX. Clearing and settlement of trades on the DIFX by brokers orcustodians may be performed only by members of the DIFX that areClearing Members through the facilities of the CSD. Settlement ofsecurities trading on the DIFX is governed by the DIFXBusiness Rules.

Use of Proceeds . . . . . . . . . . . . . . . . . . . The net proceeds of the Offering to the Company (assuming fullexercise of the Over-allotment Option) will be approximatelyUS$277.7 million. The Company intends to use such net proceedstowards funding of capital expenditure to establish joineries and othermanufacturing factories in new markets as well as markets in whichwe currently operate; acquisitions of companies operating in theinterior contracting and procurement fields; acquisitions of joinery andother manufacturing facilities; working capital needs; and othergeneral corporate purposes. The Company will not receive any of theproceeds from the sale of the Shares by the Selling Shareholders.

General Information. . . . . . . . . . . . . . . It is expected that the Rule 144A GDRs will be accepted for clearancethrough the facilities of DTC and the Regulation S GDRs will beaccepted for clearance through Euroclear and Clearstream.The security numbers for the Shares and GDRs offered hereby are asfollows:

Shares ISIN: AEDFXA0NFP81

Regulation S GDRs CUSIP: 249508 201

ISIN: US2495082016

Common Code: 035279792

SEDOL: B2QN385

Rule 144A GDRs CUSIP: 249508 102

ISIN: US2495081026

Common Code: 035279784

SEDOL: B2QN3F2

London Stock Exchange GDRtrading symbols. . . . . . . . . . . . . . . . . . . Regulation S GDRs: DEPS

Rule 144A GDRs: DEPA

DIFX listing symbol . . . . . . . . . . . . . . . DEPA

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SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA

The following summary financial information and operating data should be read in conjunction with, and isqualified by reference to, the sections entitled “Selected Historical Financial and Operating Data” and“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidatedand combined financial statements and notes thereto included elsewhere in this prospectus. For the convenience ofthe reader, the summary historical financial and operating data as of and for the year ended 31 December 2007have been translated into US dollars at the interbank rate (as quoted by OANDA) of AED 3.67 = US$1.00.

Summary Income Statement DataYear ended 31 December

2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)

Contract income . . . . . . . . . . . . . . . . . . . . . . . . 199.2 84.4 1,048.1 1,419.8 386.9Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . (164.0) (67.8) (886.2) (1,139.1) (310.4)

111 111 111 111 111

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . 35.2 16.6 161.9 280.7 76.5General and administrative expenses . . . . . . . . (20.5) (8.9) (78.7) (134.2) (36.6)Gain on acquisition of subsidiary(1). . . . . . . . . . – – 12.2 – –Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2 0.9 6.7 30.3 8.3Finance income/(cost) net. . . . . . . . . . . . . . . . . 0.4 (0.1) 4.9 (2.5) (0.7)Share of profit/(loss) from associates . . . . . . . . (0.1) – 2.5 8.4 2.3

111 111 111 111 111

Net profit for the period before tax. . . . . . . . 23.2 8.5 109.5 182.7 49.8Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.4) – (6.2) (1.7) (0.5)

111 111 111 111 111

Net profit for the year/period . . . . . . . . . . . . 21.8 8.5 103.3 181.0 49.3111 111 111 111 111111 111 111 111 111

Attributable to:Equity holders of the parent . . . . . . . . . . . . . . . 22.1 8.5 93.2 160.5 43.7

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . (0.3) – 10.1 20.5 5.6

(1) This represents the gain related to the recognition of negative goodwill associated with the acquisition of various subsidiaries.

Summary Balance Sheet DataAs at 31 December

2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)

Property, plant and equipment . . . . . . . . . . . . . 23.8 3.1 112.3 163.4 44.5Total current assets . . . . . . . . . . . . . . . . . . . . . . 174.0 50.0 752.6 1,126.6 307.0Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221.1 53.1 1,267.3 1,872.4 510.2Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58.3 27.9 585.7 720.2 196.2Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 162.8 25.2 681.5 1,152.3 314.0

Summary Financial Data and RatiosYear ended 31 December

2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)

EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.1 9.6 124.9 238.8 65.1EBIT(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.7 8.6 108.9 203.7 55.5Adjusted EBITDA(1) . . . . . . . . . . . . . . . . . . . . . 18.0 8.7 103.5 200.1 54.5Adjusted EBIT(1) . . . . . . . . . . . . . . . . . . . . . . . . 15.6 7.7 87.5 165.0 44.9Capital Expenditures(2) . . . . . . . . . . . . . . . . . . . 6.0 0.7 73.9 52.7 14.4End of year Backlog . . . . . . . . . . . . . . . . . . . . . 952.8 26.6 1,672.9 1,619.0 441.1

(1) EBITDA is defined as EBIT before depreciation and amortization and Adjusted EBITDA is defined as Adjusted EBIT before depreciationand amortization. EBIT is defined as net profit for the year attributable to equity holders of the parent before income tax and financeincome. Net and Adjusted EBIT is defined as EBIT adjusted to eliminate the impact of our share of profit (loss) of associated, otherincome, gain on disposal of available for sale investments and gain on acquisition of subsidiary.

These are not measures of performance under IFRS and should not be considered as an alternative to net profit or any other performancemeasures derived in accordance with IFRS or as an alternative to cash flow from operating activities or as a measure of our liquidity.

(2) Capital expenditures equals total additions of property, plant and equipment in the year including land and buildings, labour camps,machinery and equipment, motor vehicles, furniture and office equipment, operating equipment tools, site equipment and caravans, yetexcluding capital work in progress of facilities under construction in the value of AED 6.6 million and AED 0.1 million, respectively, forthe Depa Predecessor Group and the Deco-Eldiar Predecessor Group for the year ended 31 December 2005 and AED 18.7 million andAED 18.2 million for our Group in the years ended 31 December 2006 and 2007, respectively.

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RISK FACTORS

Any investment in the Shares or GDRs is subject to a number of risks. You should carefully consider thefollowing information about these risks, together with the other information contained in this prospectus, beforeinvesting in the Shares or the GDRs. We have described below the risks and uncertainties that our managementbelieves are material but these risks and uncertainties may not be the only ones we face. Any of the risks describedbelow, or additional risks not currently known to us or that we currently deem immaterial, could have a materialadverse effect on our business, financial condition and results of operations and result in a corresponding declinein the market price of the Shares or GDRs. You could lose all or a substantial part of your investment.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actualresults could differ materially from those anticipated in such forward-looking statements as a result of certainfactors, including the risks described below and elsewhere in this prospectus.

Risks Relating to our Business

We may be unable to effectively manage future growth.

A principal component of our business strategy is to continue to grow our business in both existing and newgeographic areas and market segments. Our ability to achieve and manage future growth will depend upon anumber of factors, including our ability to:

• maintain, expand or develop relationships with our customers, suppliers, lenders and other third parties;

• reach agreements with potential joint venture partners on commercial terms satisfactory to us;

• expand our operating capacity on a timely and reasonable basis;

• adjust and optimise our management and operating structure; and

• expand our information system capabilities and internal controls.

Our ability to organically expand our business in certain areas may also be limited by the difficulties inobtaining, and the high costs of, additional office space or land to expand our existing operations. If we are unableto successfully manage the impact of our growth, there may be a material adverse effect on our business, financialcondition and results of operations.

Rapid growth and expansion may cause us difficulty in obtaining adequate operational and managerialresources and strain our control resources.

We have experienced substantial growth in a relatively short period of time, and we believe our business willcontinue to grow in the foreseeable future. Our rapid growth has required significant managerial resources and islikely to continue to do so. Our future expansion and acquisitions, if any, will entail risks, including:

• potential disruption of our ongoing business and distraction of management;

• difficulties in integrating the acquired business, assets and personnel;

• difficulties in the integration of business culture and adoption of policies and best practices;

• exposure to unknown liabilities, including litigation against the companies we may acquire;

• difficulties in the implementation of adequate financial and management controls and informationtechnology systems in newly acquired companies;

• difficulties in the implementation of adequate internal disclosure controls and procedures; and

• the potential for increased leverage or debt servicing requirements.

We cannot assure you that our recent rate of growth will be maintained in the future or that demand for ourservices will continue to grow at rates sufficient to achieve a satisfactory return on any expenditure that we make.A failure on our part to successfully integrate our joint ventures or acquired businesses or to manage our growth

efficiently and effectively could have a material adverse effect on our business, financial condition and results ofoperations. Moreover, any newly acquired businesses or joint ventures may not develop as we anticipate, and wemay be limited in our ability to pursue alternative business transactions through which we may be able to realisegreater returns, better take advantage of market growth and build upon the knowledge of potential partners.

We may not be able to carry out our expansion strategy as a result of our inability to identify suitable targets orjoint venture partners or our difficulty in negotiating favourable transaction terms.

We have formulated an expansion strategy through which we plan to make additional acquisitions ofbusinesses or enter into joint ventures in our existing supply chain as well as in new geographic markets.Our acquisition strategy entails risks inherent in identifying suitable growth opportunities and assessing the meritsof specific acquisitions. The success of this strategy will depend on, and may be limited by, our ability to identifysuitable acquisition targets that fit our investment profile, as well as our ability to accurately assess the value ofany targets we identify. In addition, we may face significant competition from our competitors and other investorsfor the businesses we may wish to acquire. Increased competition for these businesses may result in higher pricesbeing paid in any acquisition, increased interest expense and amortization expenses related to goodwill and otherintangible assets, and may make such acquisitions difficult to complete.

Similarly, our ability to expand successfully through joint ventures will depend upon, among other factors, theavailability of joint venture partners that are suitable to our growth strategy and are willing to enter suchtransactions, our ability to complete such transactions and the availability of financing on commercially acceptableterms. We cannot assure you that we will be successful in completing joint ventures or that, once completed, a jointventure will be profitable for us. If a joint venture is unsuccessful, we may be unable to recover our initialinvestment, which may have a material adverse effect on our business, financial condition and results of operations.

Our business model may not be accepted in new markets.

Our ability to succeed in new markets is based on, among other factors, on our ability to effectively marketour business model of offering a single source for interior contracting services for large-scale projects. In some ofthese markets clients may not be accustomed to retaining a single interior contractor for all facets of a particularproject. For example, in countries such as India, project owners have traditionally awarded discrete portions of aninterior contracting project (such as the joinery, floors and ceilings) to a number of different contractors, who oftenoperate at relatively smaller margins than is customary in other markets. If our business model is not accepted, wemay be unable to sustain our current growth strategy, which could have a material adverse effect on our business,financial condition and results of operations.

A number of our operations are run through joint venture companies and associated companies and, in somecases, we do not have a controlling equity stake or right or power to direct the management or policies of suchcompanies.

Certain of our operations are conducted through jointly owned entities, associated companies andpartnerships. Depending on the provisions of the relevant joint venture agreement, we may be required to makeadditional capital contributions to support the activities of such joint ventures, which we may not be able to recoup.Separately, the inability or unwillingness of any joint venture party to make future capital contributions couldconstrain our joint venture’s ability to successfully develop or compete for business in the market.

To the extent that we do not have a controlling equity stake in a joint venture or the right or power to directits management and policies, there is a risk that our joint venture partners may take actions that are not inaccordance with our policies and objectives. Any such adverse actions by our partners could subject us to legalliability and impact our reputation in other markets, which could have a material adverse effect on our business,financial condition and results of operations.

Our business and growth prospects may be disrupted if we are unable to retain key personnel in the markets inwhich we operate or may operate in the future.

The success of our business depends upon the services of certain senior executives and, in particular, theservices of Mohannad Sweid, our chief executive officer, who is also one of our founding shareholders and playsa major role in our operations and growth strategy. The loss of any such person or other key personnel could have

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Burj DubaiDubai, UAE

a material adverse effect on our business, financial condition and results of operations. In addition, as the UAE,generally, and the interior-contracting industry, in particular, are characterised by high demand for, as well as ascarcity of, skilled management personnel, we are facing increased competition for such personnel. Moreover, ourgrowth strategy often involves making acquisitions and entering into joint ventures with experienced management.In the past, we have sought to maintain management of these companies after acquisition through contractualarrangements. However, we cannot assure you that we will be able to attract and retain the key personnel neededto achieve our future objectives and may need to offer higher compensation and other benefits in order to attractand retain key personnel in the future. Our inability to retain key personnel, or attract new qualified personnel tosupport the growth of our business, or the need to offer significantly higher compensation to attract and retain keypersonnel, could have a material adverse effect on our business, financial condition and results of operations.

Increasing labour costs and other labour problems could adversely affect portions of our business, financialcondition and results of operations.

Our business is labour intensive, and, as such, our success and ability to grow depends on our ability to attract,retain and motivate skilled workers and craftsmen in our interior fit-out and manufacturing business segments.In the GCC, as most of our labourers are expatriates, our ability to expand our labour force to meet marketconditions is dependent on our ability to locate and provide adequate housing for migrant labourers. In the past,delays in providing housing, have caused delays in our ability to expand our operations to meet market demand.In addition, we have been subject to inflationary pressures in certain markets, which have led to increased labourand housing costs. If these trends continue we will have to bear the higher costs associated with hiring and retaininglabourers, which may have a material adverse effect on our business, financial condition and results of operations.

In many of the markets where we have recently expanded, such as Saudi Arabia, Qatar and Morocco, it isdifficult and time consuming to obtain the necessary work permits for expatriate employees. Employment laws inthese and other countries vary in form and application, and, in certain circumstances, we have encounteredburdensome regulatory hurdles in managing our local employment policies. The shortage of skilled localemployees in these markets may require us to enhance our wages and benefits packages in order to competeeffectively in the hiring and retention of qualified employees. While we have been expanding our human resourcescapabilities and training programmes in order to address these challenges, we cannot sure you that we will besuccessful in attracting and retaining skilled workers to meet our operating requirements.

We may be exposed to additional labour risks due to work stoppages and labour unrest. Recently, contractorsengaged in the Dubai International Airport expansion project and the Burj Dubai development in Dubai have facedwork stoppages due to strikes by workers complaining of low wages and poor working conditions. While we havenot faced such strikes to date, we cannot assure you that we will be able to prevent our labour force from engagingin similar strikes in the future. Work stoppages and labour unrest could severely and materially disrupt our fit-outand manufacturing operations, which could have a material adverse effect on our business, financial condition andresults of operations.

We may not be able to fully realise future revenues reported as our backlog.

As of 31 December 2007, our backlog was AED 1,619.0 million. We include a project in our backlog whenthe relevant contract is awarded or a firm letter of commitment is obtained and funding is in place. However, therevenue projected in the backlog may not be realised or, if realised, may not result in projected profits. Forexample, if a construction project reflected in our backlog is terminated, suspended or reduced in scope, therevenue and profit we actually receive from our backlog could be materially lower than expected. Although, todate, we have not experienced any suspension of our projects in the UAE, we are aware that, recently, a number ofconstruction projects have been suspended in the UAE due, in part, to increased cost of raw materials, particularlysteel. We can make no assurances that these suspended projects will resume and, if so, that we will be properlypositioned to be awarded these projects. If a contractor cancels a construction project, we may be reimbursed forcertain costs but have no contractual right to receive the full revenues reflected in our backlog for that project.

We expect that our interim results of operations will fluctuate, and this fluctuation could cause the price of ourShares and GDRs to decline, causing investor losses.

After the Offering, we will report our results of operations on a semi-annual basis. However, our interimoperating results have fluctuated in the past and are likely to do so in the future. These fluctuations could cause the

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price of our Shares and GDRs to fluctuate significantly or decline. Some of the factors that could cause ouroperating results to fluctuate include:

• the seasonality of construction activities in the Middle East and North Africa (MENA) region;

• variation orders from our customers;

• the timing of payments from our customers following completion of work pursuant to variation orders;

• protracted negotiations of variation orders and extension of time claims on specific projects;

• timing of completion certificates, particularly on large projects;

• the timing of settlement of claims made by our subcontractors;

• weather conditions;

• delays in receiving material and equipment from vendors;

• changes in the scope of work to be performed;

• changes in project timetables; and

• changes in competitive conditions and our ability to successfully negotiate and win certain contracts.

In addition, a large portion of our expenses are relatively fixed, including expenses for personnel, facilitiesand equipment. Due to the required accounting treatment for our projects, we are only permitted to book costs onour projects when project deliverables are in the custody of, or have been approved by, the relevant client withinthe agreed contractual scope. We are also required to bear all costs related to extension of time claims and are notpermitted to recognise any revenues on our accounts until negotiations with the relevant client in relation to suchclaims are sufficiently advanced so as to allow us to reliably measure the value of such claim. Moreover,prospective revenues related to variations and change orders may not be recognised until settlement of the project.This variation process may result in disputes over whether the work performed is within the scope of the workincluded in the original project plans and specifications or the price the customer is willing to pay for the extrawork. Even when the client agrees to pay for the extra work on a particular project, we may be required to fundthe cost of such work and not recognise any related revenues on our accounts for a lengthy period of time until thevariation order is approved and funded by the client. Accordingly, there may not be a reasonable correlationbetween the timing of our recognition of costs and revenues on our projects. Due to the possibility of fluctuationsin our revenues and expenses, we believe that period to period comparisons of our operating results may not be agood indication of our future performance. Our operating results in some periods may not meet the expectationsof stock market analysts and investors. In that case, the price of our Shares and GDRs would probably decline.

Competition in markets in which we operate or may operate may have a material adverse effect on our business,financial condition and results of operations.

High growth in the regional and international tourism and hospitality markets has in recent years attractedsignificant interest from local and international interior contracting companies in expanding their options in theregion. We anticipate an increase in the number of market players in MENA and Southeast Asia (together, theMENA and Asia regions). Prices and the quality of the services provided are likely to be the main criteriacustomers will apply when choosing an interior contracting company. In the past, certain companies have bidrelatively lower than would be customary on projects in order to gain exposure and market share, which hasimpacted our ability to receive attractive returns on certain projects. Consequently, our market position will dependon our ability to anticipate and respond to various competitive factors affecting the industry, including newcompetitors; pricing strategies by competitors; changes in consumer demographics and preferences; and economic,political and social conditions in the countries in which we operate or may operate in the future. Moreover, weanticipate that our market share will decrease in our historic key markets of Dubai and Egypt, which may impactour overall margins as we seek work in new markets. Our success will also depend on our ability to maintain anddevelop our relationships with key clients by continuing to successfully and efficiently perform our contracts.Any failure by us to compete effectively could have a material adverse effect on our business, financial conditionand results of operations.

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Hyatt RegencyCasablanca, Morocco

Under many of our contracts, we are required to assume the risk of inflation, exchange rate fluctuations,increases in the cost of supplies and raw materials and errors in contract specifications, which could jeopardiseour profits.

Many of our contracts provide for a fixed price or are “not-to-exceed” contracts, under which we arecommitted to provide materials or services at a fixed price. These types of contracts pass the risk of any increasein material costs and other cost overruns to us. For example, many of our contracts specify fixed prices for varioussupplies and raw materials and other inputs necessary for a particular project, such as wood, stone, tiles, fabrics,leathers, and other materials, increased prices of which can negatively affect our results if we are unable to transferthe risk to the customer. We may also run into other manufacturing and administrative cost overruns, including asa result of incorrect contract specifications or our inability to correctly estimate project costs, which we may beunable to pass on to the customer. In the past we have experienced losses due to risks assumed by us in fixed pricecontracts, and we may face similar difficulties in the future.

In recent years, we have seen rapid increases in the cost of certain supplies and raw materials we use in ourprojects. Under the terms of many of our contracts, we have been required to bear the risk of increases in the costof supplies and raw materials from the time we entered into the contracts that has in certain circumstancesadversely affected our results of operations. In the past, we have experienced losses in circumstances where thestart of a particular project was delayed due to factors outside our control and the prices of supplies and rawmaterials increased without a corresponding adjustment to the price of our services. We have recently takenmeasures to limit the number of long-term contracts that expose us to pricing related risks by seeking projects thatare on more certain timeframes. However, given the nature of the projects in the MENA region, which tend to beless developed at the point at which tenders are required, and our desire to tender for certain major projects thatwe believe will provide attractive returns and which, we believe, will be viewed as milestone projects, it isimpossible for us to eliminate the risk related to price increases for our supplies and raw materials. Moreover,although we seek to negotiate for the recognition of the increase in the cost of supplies and raw materials for ourcontracts whenever possible, we cannot assure you that we will be successful in recovering any portion of thesecost increases, which may negatively affect our operating margins.

Fluctuations in the price, availability and quality of raw materials could cause delays to our projects andincrease our project costs, which could adversely impact our business, financial condition and resultsof operations.

We use various types of wood, stone, metal, tiles, fabrics, leathers and other materials in our operations.Because of the nature of our business, the markets in which we operate and customer preferences, we sourcematerials from all over the world, which can require extensive logistical undertakings and uncertainty in materialcosts and availability. Fluctuations in the price, the availability and quality of supplies and raw materials couldcause cost increases or delays in our ability to conduct work on our projects, which in turn could result in a delayin completion works of our projects. Separately, in recent years, the cost of many of the materials we use hasincreased due to product demand, economic forces (including rising inflation in some of the markets in which weoperate) and costs of transportation as well as other reasons, and these costs, in certain circumstances, cannot bepassed on to our customers. In addition, these increases in the cost of supplies and raw materials have, in certaincircumstances, had an adverse effect on margins and profitability on our projects. Moreover, certain suppliers mayrequire extensive advance notice of our requirements in order to produce products in the quantities we desire.This long lead time may require us to place orders or receive delivery far in advance of the time when we actuallyneed the materials for use on a given project, thereby exposing us to risks relating to shifts in consumer demand,warehousing costs and other costs, which could have a material adverse effect on our business, financial conditionand results of operations.

We are dependent on third-party subcontractors and suppliers.

While we manufacture a portion of the materials and supplies required for our interior contracting projects,we source the majority of materials and supplies from third-party sub-contractors and suppliers. The use ofthird-party sub-contractors and suppliers exposes us to potential liabilities that may arise in cases where suchthird-party sub-contractors and suppliers fail to meet pre-agreed budgets and timelines of a particular project.In addition, as the majority of our work is on high-end projects, the materials and supplies used in such projectsmust conform to high quality specifications. The use of third-party subcontractors and suppliers also increases the

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demands on our quality control personnel and exposes us to risks that the materials purchased from such suppliersmay not meet necessary quality standards and consequently result in delays in correcting any deficiencies. To theextent we are unable to rely on these third-party subcontractors and suppliers, either due to an adverse change inour relationships with them, increases in the cost of their goods and services, or a supplier’s inability to provide uswith materials in a timely manner or of the necessary quality, our business could be adversely affected throughhigher costs or the resulting potential inability to service our customers.

Delays in the completion of projects may subject us to delay penalties or impact our ability to successfullynegotiate contract variations and claims.

If we are unable to complete a contract within the agreed timeframe, the relevant client may be entitled to levypenalties under the terms of their relevant agreement, which could have a material adverse effect on our business,financial condition and results of operations.

We derive a significant portion of our revenues from a few clients.

A significant portion of our overall revenue is derived from a few significant customers. In the year ended31 December 2007, we derived 54.0% of our total revenues from seven customers. Moreover, we are focused onincreasing the share of overall revenue generated from repeat customers. As such, we will need to maintain ourreputation among our clients by continuing to complete contracts in a timely manner and in conformity with highquality standards. Any failure to complete a project to the required quality standard or on time may harm ourreputation with our clients, and we cannot assure you that our clients will continue their relationships with us orthat they will not terminate major projects at any given time. Any unanticipated termination of a major project orthe loss of any of our key clients may have a material adverse effect on our business, financial condition and resultsof operations.

The interior contracting industry is characterised by a high degree of customer credit risk.

We are exposed to customer credit risks due to the nature of our business. Our subsidiaries and affiliates mayface difficulty collecting outstanding receivables, for a number of reasons, including delays in payment, bad faithor illiquidity. The inability to collect outstanding receivables may affect the amount of liquidity available to us.

Our insurance coverage may not adequately protect us against all material hazards.

While we maintain insurance against standard risks, such as fire or accidental damage, the terms of suchinsurance are likely to be less comprehensive, provide for lower levels of compensation and be more expensivethan might be expected in more developed markets such as the United States and in Western Europe. In addition,we primarily obtain individual insurance policies at the subsidiary level rather than obtaining an umbrella policyfor the entire Group. As a result of this policy, we may not have adequately assessed risk exposure within eachsubsidiary and, therefore, may not be adequately insured within each such subsidiary. Moreover, failure to obtainadequate insurance may also result in a breach of our project contracts, which may expose us to contractual liabilityto our customers and may result in the termination of the underlying contract. Further, in respect of certain projectswhere we are not expressly required to do so, we may not have obtained adequate insurance coverage. In the eventwe suffer losses or damages relating to such projects that are not adequately insured or our projects are terminateddue to our failure to obtain adequate insurance, our business, financial condition and results of operations may beadversely affected.

An inability to obtain bonding could limit the number of projects we are able to pursue.

We are required to provide surety bonds to secure our performance under the relevant contracts for most ofour projects. Our ability to obtain surety bonds primarily depends upon our capitalization, working capital position,past performance, management expertise and certain external factors, including the overall capacity of the suretymarket. Surety companies consider such factors in relation to the amount of our backlog and their underwritingstandards, which may change from time to time. Although to date we have been able to obtain the relevant bondingon our projects, there is a risk that we may be unable to obtain surety bonds due to factors outside our control,which could have a material adverse effect on our business, financial condition and results of operations.

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Marks & SpencerDubai, UAE

Our working capital reserves may not be adequate to cover cash needs.

In certain circumstances, considerable amounts of working capital may be required by our subsidiaries to fundfixed costs relating to certain projects such as mobilisation costs, labor costs, staff costs and overhead costs.In certain cases, we are contractually obligated to fund the working capital requirements of particular projects.Our working capital reserves may not be adequate to cover all such cash needs, and we may have to obtainfinancing from affiliated or unaffiliated sources. We cannot assure you that sufficient financing will be availableor, if available, will be available on reasonable terms. Additional borrowings for working capital purposes willincrease our interest expense and may harm our business, financial condition and results of operations.

The level of financial indebtedness incurred by us could adversely affect our financial position.

We incur indebtedness both at the holding company and operating subsidiary levels in order to financebusiness developments and future acquisitions. Although the use of leverage may improve overall returns andincrease the number and size of projects that can be undertaken by us, it also increases our overall debt burden andmay lead to losses if we are unable to procure financing on favourable terms. The incurrence of indebtedness atthe operating subsidiary level exposes us to certain risks including:

• limiting our ability to respond to adverse economic and industry conditions;

• requiring a substantial portion of the cash flow from operations to service debt payments and therepayment of principal and reducing the availability of cash to fund working capital, capital expendituresand acquisitions;

• general adverse political, economic and industry conditions in the countries in which indebtedsubsidiaries operate may leave us vulnerable to any default of these subsidiaries or unable to refinancesome or all of the indebtedness of such subsidiaries on commercially reasonable terms; and

• limiting the ability to borrow additional funds and increasing the cost of any such borrowing.

Currency fluctuations may have an impact on our financial condition.

While we have historically conducted business in currencies tied to the US dollar exchange rate, due to anincrease in the number of markets in which we operate, we increasingly are engaging in transactions in othercurrencies. For the year ended 31 December 2007, based on IFRS, 89.4% of our contract income was derived fromcurrencies tied to the US dollar exchange rate, with the remainder primarily in Egyptian Pounds, MoroccanDirhams and Indian Rupees. We are subject to currency transaction risks when our revenues and costs aredenominated in different currencies. In the past, we have hedged, to a limited extent, against currency exchangerate risk, and we currently use derivative financial instruments to hedge a portion of our currency exchange rateexposure. However, we cannot eliminate these risks entirely. As a result, fluctuations in foreign currency in relationto the US dollar or the UAE dirham have an adverse impact on our operating results earned in overseas markets.

In addition, we are subject to currency translation risk in that the results of each of our operating subsidiariesare reported in the currency of the jurisdiction in which it primarily operates. These amounts, if not reported inUAE dirham, are then translated into UAE dirham for inclusion in our consolidated financial statements.The currencies of account of our subsidiaries include UAE dirhams, Qatari riyals, Egyptian pounds, US dollars,Moroccan dirhams and Indian rupees. Since 2006, our international operations have grown substantially, andaccordingly, currency transaction and currency translation risks may have an impact on our financial results in thefuture as well as from time to time and affect their comparability.

Our holding company structure exposes us to certain risks.

As a holding company, we rely on the ability of our direct and indirect subsidiaries to generate profits anddividends and any decline in their profits or their ability to pay dividends could materially and adversely affect ourearnings and operational flexibility.

As we are a holding company, we do not have any significant operations of our own. All of our operations arecurrently conducted indirectly through our subsidiaries. Substantially all of the Group’s assets are held by, andprofits and cash flows are attributable to, our subsidiaries. If profits from these subsidiaries were to decline, our

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consolidated profits and cash flows could be materially adversely affected. Our cash flows are principally derivedfrom dividends and refinancing proceeds paid by our subsidiaries in US dollars or UAE dirhams. As a result, ourability to distribute dividends, in turn, largely depends on the ability of our subsidiaries to generate profits and paydividends to us out of those profits.

The ability of our subsidiaries to pay dividends depends on business considerations and regulatory limits,including local company laws, exchange controls and other regulations.

We cannot assure you that our subsidiaries will generate sufficient profits and cash flows to pay dividends, orwill be otherwise allowed under local company laws, exchange controls and other regulations and the terms of theirfinancing arrangements or other agreements to distribute sufficient funds to enable us to meet our obligations, payinterest and expenses or declare dividends. The diminished ability, or restrictions on the ability, of our subsidiariesto pay dividends to us could have a material adverse effect on our business, financial condition and resultsof operations.

In addition, because of the Group’s holding company structure, claims of creditors of our subsidiaries,including trade creditors and banks and other lenders, will effectively have priority over us with respect to theassets of such subsidiaries.

Because we have operated as a private company, we have limited experience complying with public companyobligations and fulfilling these obligations will be expensive and time consuming and may divert ourmanagement’s attention from the day-to-day operation of our business.

We have operated historically as a privately-owned company and, accordingly, many of our seniormanagement have limited experience managing a publicly-traded company and have limited experience complyingwith the increasingly complex laws pertaining to public companies. In particular, the significant regulatoryoversight and reporting obligations imposed on public companies will require substantial attention from our seniormanagement and may divert its attention away from the day-to-day management of our businesses, which couldhave a material adverse effect on our business, financial condition and results of operations. Similarly, corporategovernance obligations, including with respect to the development and implementation of appropriate corporategovernance policies, and concurrent service on our Board of Directors and possibly multiple board committees,will impose additional burdens on our non-executive directors. Notwithstanding the above, we believe our financialsystems are sufficient to ensure compliance with the requirements of the UKLA’s Disclosure and TransparencyRules as a listed entity.

In addition, as a public company we will incur significant legal, accounting and other expenses that we didnot incur as a private company. We will also incur costs associated with our public company reporting requirementsand expect that being a public company will make it more expensive for us to hire directors and to obtain directorand officer liability insurance. We may be required to accept reduced policy limits and coverage or incursubstantially higher costs to obtain the same or similar coverage. Further, we may need to hire additionalaccounting, financial and compliance staff with appropriate public company experience and technical accountingknowledge. We cannot predict or estimate the amount of additional costs that we may incur or the timing of suchcosts. Any of these expenses could have a material adverse effect on our business, financial condition and resultsof operations.

We are incorporated in the DIFC, which is a newly established jurisdiction whose legal framework is untested.

The DIFC is a newly established jurisdiction and as a result the legal and regulatory regimes applicable to usand other companies domiciled in the DIFC, including the relevant companies’ laws, are still being developed andare largely untested. Similarly, the courts of the DIFC have yet to issue any substantive decisions, which may leadto ambiguities, inconsistencies and anomalies in the interpretation and enforcement of the laws and regulationsapplicable to us, including with respect to rights of holders of the Shares. These uncertainties could affect yourability to enforce your rights or our ability to defend ourselves against claims by others, including regulators,judicial authorities and third parties who may challenge our compliance with applicable laws, rules, decreesand regulations.

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Four Seasons Nile PlazaCairo, Egypt

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Disclosure obligations, financial controls and corporate governance requirements and protections forshareholders or investors in publicly-traded companies incorporated in the DIFC may be less extensive thanthose of jurisdictions with major securities markets.

Our corporate affairs are governed by the applicable companies laws of the DIFC and the rights of holders ofthe Shares and the responsibilities of members of our Board of Directors under such laws are different in certainrespects from those applicable to corporations organised in the United States, the United Kingdom and otherjurisdictions. In particular, because regulations concerning reporting requirements and auditing standards for DIFCcompanies may be less extensive than those applicable to companies incorporated in the United States or theUnited Kingdom, there is generally less information available about us and other DIFC companies than is regularlypublished by or about listed companies in other jurisdictions. Similarly, legal protections against such practices asmarket manipulation and insider trading are less developed in the DIFC because the DIFC is a newly-establishedjurisdiction and, consequently, securities laws and regulations in the DIFC generally are not as comprehensive, andhave not received as much judicial or regulatory interpretation or review, as those in the United States, theUnited Kingdom and other countries with established securities markets. As a result of these factors, you may havegreater difficulties in protecting your interests as a holder of the Shares than as a shareholder of a US orUK corporation.

We engage in transactions with certain related parties.

We have engaged in transactions with related parties, including our management, Board of Directors andshareholders; companies controlled by us, our management, Board of Directors and shareholders; as well as ourjoint venture partners and affiliates, and we may continue to do so in the future. See “Transactions with RelatedParties”. Conflicts of interests may arise between our joint venture parties and affiliates and us, potentiallyresulting in the conclusion of transactions on terms not determined by market forces.

Our ability to control certain of our subsidiaries and joint ventures may be impaired if our partners breach theircontractual obligations.

In order to comply with regulatory ownership requirements in Qatar and the UAE, we are party to contractualarrangements whereby shares in certain of our subsidiaries and joint ventures, specifically, Depa Qatar WLL andLindner Depa Interiors LLC, which is currently under formation, are or will be held by a third party for our benefit.Pursuant to these contractual arrangements, a third party holds legal title to certain shares and assigns the benefitof such shares to us, including dividends and voting rights. However, we cannot assure you that this third party willcomply with its contractual obligations or that the underlying assignment will not be terminated in such a mannerdetrimental to our interests in these businesses. If this third party does not comply or if these assignments areterminated, our ability to control these businesses may be impaired and we may lose our ability to receive dividendpayments or their respective earnings benefits, which may have a material adverse effect on our business, financialcondition and results of operations.

Risks Relating to Political, Economic and Social Environment of the Countries in which we Operate

We face changes in global economic conditions that may reduce consumer demand and spending, which couldadversely affect demand for our services.

Historically, the growth of our business has been subject to cyclical variations in regional and global economic growthand to uncertainty regarding future economic prospects that may arise as a result of international conflicts, terrorist attacksas well as other variations in global economic conditions such as increasing interest rates. For example, the attacks of11 September 2001 and the resulting economic downturn thereafter had a particular impact on the hospitality sector in anumber of the markets in which we operate and resulted in a slowdown in construction and development of new hotels andother projects. As a result of these market conditions, the revenue and net income derived from a number of our subsidiariessubstantially decreased. Periods of global economic downturn could cause a decrease in the amount of disposable incomeavailable to consumers and may cause inconsistent and unpredictable spending habits. This is particularly relevant in thecontext of the hospitality industry where consumer spending is discretionary and may decline during economic downturnswhen consumers have less disposable income. Decreased spending in the hospitality market could deter new projectswithin the industry and the expansion or renovation of existing hospitality facilities, which could have a material adverseeffect on our business, financial condition and results of operations.

Our revenue is largely dependent on our operations in the GCC.

While we have recently taken measures to expand our operations outside the GCC region, we have derived,and will likely continue to derive, a significant portion of our revenues from the member countries of the GCC.In 2007, gross contract income from our operations in member countries of the GCC accounted for 87.3% of ourconsolidated gross operating revenues. Consequently, our results of operations are and will continue to be affectedin general by economic and political developments in or affecting the GCC and, in particular, by the level ofeconomic activity in Dubai and the UAE.

In recent years the GCC region has experienced rapid economic growth due to a combination of factorsincluding rising oil prices, successful governmental economic policies and other factors. This growth has fuelledinvestment in, and the expansion of, development projects across the region including in the hospitality industry,which in turn has led to sustained demand for our products and services. We cannot assure you that that the GCCregion will continue to exhibit economic growth at the levels experienced in recent years. A decrease in the paceof investment in the region may lead to a downturn in the hospitality industry, thereby decreasing demand for ourservices and the number of projects available for tender. Any such slowdown in these markets could have a materialadverse effect on our business, financial condition and the results of operations.

Emerging markets such as those in which we operate or may operate in the future are subject to greater risksthan more developed markets, including significant political, social and economic risks.

A significant portion of our operations are conducted in countries in the MENA and Asia regions.These countries may be subject to political, social, economic and market conditions, which differ significantlyfrom those in more developed countries.

Specific country risks that may have a material impact on our business, operating results, cash flows andfinancial condition include:

• political, social and economic instability;

• external acts of warfare and civil clashes;

• government interventions, including tariffs, protectionism and subsidies;

• regulatory, taxation and legal structure changes;

• difficulties and delays in obtaining new permits and consents for our operations or renewingexisting ones;

• arbitrary or inconsistent governmental action;

• cancellation of contractual rights;

• lack, or very poor condition, of infrastructure;

• expropriation of assets; and

• inability to repatriate profits and/or dividends.

Many of the countries where we have made, and certain other countries where we may consider making,investments have in the past experienced periods of political instability and, in some cases, civil unrest and conflict.

As the political, economic and social environments in certain countries in which we have made, or mayconsider making, investments remain subject to continuing development, such investments are characterised by asignificant degree of uncertainty. Any unexpected changes in the political, social, economic or other conditions inthese or neighbouring countries may have a material adverse effect on the international investments that we havemade or may make in the future, which may in turn have a material adverse effect on our business, financialcondition and results of operations.

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Four Seasons Nile PlazaCairo, Egypt

20

A deterioration of political relations in the MENA region may adversely affect our business.

The MENA region has experienced varying degrees of political instability over the past 50 years. Because ourbusiness relies heavily on our presence and sales in the UAE and other GCC countries, future armed conflicts orpolitical instability in the Middle East, in particular, could impact our operations and have a material adverse effecton our business, financial condition and results of operations. Instability in the Middle East may result from anumber of factors, including government or military regime change, civil unrest or terrorism. Within theMiddle East, extremists have engaged in a campaign, sometimes violent, against various governments in the regionand terrorists have struck both military and civilian targets. We cannot assure you that extremists or terrorist groupswill not escalate violent activities in the Middle East or that the governments of the Middle East will be successfulin maintaining the prevailing levels of domestic order and stability. In addition, in some of these markets, such asLibya, our future growth is also dependent on external factors including the continued liberalisation of theeconomy and investment in the hospitality sector by state directed or related funds. We cannot assure you that thisliberalisation will continue, or at its current pace. Any of the foregoing circumstances could have a negative impacton the political and economic stability of the MENA region and, consequently, could have a material adverse effecton our business, financial condition and results of operations.

Unlawful or arbitrary government action may have a material adverse effect on our business.

Governmental authorities in certain countries in which we operate, or in which we may operate, may have ahigh degree of discretion and may act selectively or arbitrarily, without hearing or prior notice, and in a mannerthat is contrary to law or influenced by political or economic considerations. Moreover, governments in certain ofthese countries often have the power, by regulation or government act, to interfere with the performance of, or tonullify or terminate, contracts. Unlawful, selective or arbitrary governmental actions could include the denial orwithdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. In addition,government entities may sometimes use common defects in matters involving share issuances as pretexts toinvalidate such issuances or to void transactions, often for political purposes. In such an environment,our competitors may receive preferential treatment from the respective governments in the countries in which theyoperate. Such unlawful or arbitrary government action could have a material adverse effect on our business,financial condition and results of operations.

We have operations in, or render services to, countries that are currently subject to trade restrictions andeconomic embargoes and may be affiliated with persons or countries as identified on the US Department ofTreasury’s Office of Foreign Asset Control’s (OFAC) “Specially Designated Nationals and BlockedPersons List.”

We have certain operations in, or render services to customers in Sudan and Syria. These countries arecurrently subject to trade restrictions and economic embargoes that prohibit US incorporated entities, US citizensand residents from engaging in commercial, financial or trade transactions with such countries(Blocked Countries), unless authorised by OFAC or exempted by statute. We cannot assure you that the BlockedCountries in which we currently operate will not be subject to further and more restrictive sanctions in the future.We cannot assure you that OFAC will not impose sanctions on other countries in which we currently, or may inthe future, operate or that we will not make future or additional investments in countries in which OFAC currentlyimposes sanctions.

OFAC also maintains the Specially Designated Nationals and Blocked Persons List (SDN List), whichcontains the names and descriptions of individuals, companies, associations and other entities identified by theUnited States to pose a threat to the interests and security of the United States. We cannot assure you the personsand entities with whom we now or in the future may engage in transactions and employ will not be implicated onthe SDN List.

Any imposition of OFAC sanctions may result in US persons or affiliates associated with us, includingUS persons who may own Shares or GDRs, being subject to a range of civil and criminal penalties. If we are notin compliance with OFAC sanctions, we may be subject to criminal and civil penalties, which may cause harm toour reputation and to our brand names and this could have a material adverse effect on our business, financialcondition and results of operations.

There is a degree of uncertainty and a high-risk environment for investment and business activities in certaincountries in which we operate.

Many of the countries in which we operate or may operate, in the future, are in various stages of developinginstitutions and legal and regulatory systems that are not yet as firmly established as they are in Western Europeand the United States. Some of these countries are also in the process of transitioning to a market economy and,as a result, are experiencing changes in their economies and their government policies (including, withoutlimitation, policies relating to foreign ownership, repatriation of profits, property and contractual rights andplanning and permit-granting regimes) that may affect our investments in these countries.

The procedural safeguards of the legal and regulatory regimes in these countries are still developing and,therefore, existing laws and regulations may be applied inconsistently. Often, fundamental contract, property andcorporate laws and regulatory regimes have only recently become effective, which may result in ambiguities,inconsistencies and anomalies in their interpretation and enforcement. In addition, legislation may oftencontemplate implementing regulations that have not yet been promulgated, leaving substantial gaps in theregulatory infrastructure. All of these weaknesses could affect our ability to enforce contractual rights or to defendourselves against claims by others.

Moreover, in certain circumstances, it may not be possible to obtain the legal remedies provided under currentlaws and regulations in a timely manner, or at all. The independence of the judicial systems and their immunityfrom economic, political and nationalistic influences in many of the countries in which we operate or may operatein the future remain largely untested. Instability and uncertainties relating to the legal and regulatory environmentin these countries or other countries in which we may operate in the future could have a material adverse effect onour business, financial condition and results of operations.

We are a DIFC company, and it may be difficult for you to enforce judgments against us or our directors andsenior management.

We are a company limited by shares incorporated in, and under the laws issued by, the DIFC, with ourheadquarters in the Emirate of Dubai in the UAE. A substantial portion of our assets are located in a number ofjurisdictions outside the United Kingdom and the United States. In addition, certain of our directors and seniormanagement reside in Dubai and all or a portion of their personal assets may be located in the UAE and/or otherjurisdictions outside the United Kingdom and the United States. As such, it may be difficult or impossible to effectservice of process within the United States or the United Kingdom upon us or those person, or to recover onjudgments of US or UK courts against us or them, including judgments predicated upon civil liability provisionsof US federal securities laws or UK laws, as the case may be.

Further, no claim may be brought in the DIFC courts against us or our directors or senior management in thefirst instance for violation of US federal securities laws because these laws have no extraterritorial applicationunder DIFC law and do not have force of law in the DIFC. Similarly, you should not expect to have recourse tothe courts of the Emirate of Dubai (other than the courts of the DIFC) or to the federal courts of the UAE.

We have been advised by our counsel that it is currently unclear as to whether the courts of the DIFC wouldenforce judgments of US or UK courts obtained in actions against us or our directors or senior management,predicated upon the civil liability provisions of the US federal securities law, or original actions brought in theDIFC against us or such persons predicated solely upon US federal securities law or UK laws, as the case may be.Further, we have been advised by our counsel that there is no treaty in effect between either the United States orthe United Kingdom and the UAE providing for the enforcement of judgments of US or UK courts in civil andcommercial matters, and the grounds upon which DIFC courts may decline to enforce the judgments of US or UKcourts, as the case may be, are unclear as they remain untested. Some remedies available under UK laws or thelaws of US jurisdictions, including some remedies available under the US federal securities laws, may not beallowed in DIFC courts as contrary to public policy in the DIFC. Because judgments of US and UK courts are notautomatically enforceable in the DIFC, it may be difficult for you to recover against us based upon such judgments.In addition, notwithstanding that the UAE acceded to the United Nations Convention on the Recognition andEnforcement of Arbitral Awards (New York 1958) in 2006, you may also have difficulties in enforcing judgmentsof DIFC courts and arbitration awards ratified by DIFC courts against us or our directors or senior management in

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Grand HyattDubai, UAE

jurisdictions outside the DIFC because the mechanism for enforcement of judgments and awards issued by theDIFC courts is as yet untested.

Risks Relating to the Shares and the GDRs

Future sales of the Shares and/or GDRs could adversely affect their market price.

We are unable to predict whether substantial amounts of Shares and/or GDRs (in addition to those which willbe available in the Offering) will be sold in the open market following the termination of the lock-up arrangements(further details of which are contained in “Additional Information” beginning on page 128 of this prospectus).Any sales of substantial amounts of Shares or GDRs in the public market, or the perception that such sales mightoccur, could materially and adversely affect the market price of the Shares or the GDRs.

The market price of the Shares and/or GDRs may fluctuate widely in response to different factors.

Following Admission, the market price of the Shares and/or GDRs could be subject to significant fluctuationsdue to a change in sentiment in the stock market regarding the Shares or GDRs or securities similar to them or inresponse to various facts and events, including any regulatory changes affecting our operations, variations in ourhalf yearly or yearly operating results and our business developments or those of our competitors.

In addition, stock markets have from time to time experienced extreme price and volume volatility, which inaddition to general economic and political conditions, could adversely affect the market price for the Shares and/orGDRs. To optimise returns, investors may need to hold the Shares and/or GDRs on a long-term basis and they maynot be suitable for short-term investment. The value of the Shares and GDRs may go down as well as up and themarket price of the Shares and/or GDRs may not reflect the underlying value of our investments.

The Offering may not result in an active or liquid market for the Shares or GDRs.

Prior to the Offering, there has been no public trading market for the Shares or GDRs. The Offer Price willbe agreed between the Initial Purchasers, the Company and the Selling Shareholders and may not be indicative ofthe market price for the Shares or the GDRs following Admission. The trading price of the Shares or GDRs maybe subject to wide fluctuations in response to many factors as well as stock market fluctuations and generaleconomic conditions or changes in political sentiment that may adversely affect the market price of the Shares orthe GDRs, regardless of the our actual performance or conditions in our key markets.

We have applied to the DIFX for the Shares to be admitted to the Official List of Securities of the DIFX.We have also applied to the UK Financial Services Authority for the GDRs to be admitted to the Official List ofthe UK Listing Authority and to the London Stock Exchange for the GDRs to be admitted to trading on its mainmarket for listed securities. Nevertheless, an active public market in the Shares or GDRs may not develop or besustained after this Offering. We cannot assure you that an active trading market will develop or be sustainedfollowing the completion of the Offering, or that the market price of the Shares or GDRs will not decline belowtheir initial public offering price.

The DIFX is a relatively new market and there can be no assurance to investors as to the level of liquiditythat it will develop.

The DIFX has only recently commenced operations and is substantially smaller in size and trading volume thanestablished securities markets, such as those in the United States and the United Kingdom. The DIFX has been openfor trading since September 2005 but its future success and liquidity in the market for the Company’s securitiescannot be guaranteed. Brokerage commissions and other transaction costs on the DIFX are generally higher thanthose in Western European countries. Such factors could generally decrease the liquidity and increase the volatilityof our share price, which in turn could increase the price volatility of our Shares and GDRs and impair the abilityof a holder of Shares or GDRs to sell any Shares or GDRs in the amount and at the price and time such holder wishesto do so.

22

UAE law and our Articles of Association contain provisions that limit the ownership rights of non-UAE persons,which could materially impact the price of our Shares and GDRs.

UAE law and our Articles of Association contain certain provisions that limit the ability of non-UAE personsto own ordinary shares in the Company. Under UAE Federal Law No. 8 of 1984 regarding Commercial Companies,as amended (the UAE Companies Law) and Federal Implementing Regulation No.28 of 2007 of UAE FederalLaw No.8 of 2004 regarding Financial Free Zones (the Implementing Regulation), at least 51% of our issuedshare capital must be owned at all times by UAE nationals or UAE entities that are themselves wholly owned byUAE nationals (each a UAE person). In order to ensure compliance with the requirements of the UAE CompaniesLaw and the Implementing Regulation, we have incorporated certain mechanisms in our Articles of Associationand the Deposit Agreement that may result in shareholders who are non-UAE persons being required to sell theirShares or GDRs. These mechanisms provide that in the event we become aware that non-UAE persons own morethan 49% of our issued share capital, we (or a person authorised by us) will send a notification to the most recentnon-UAE persons that we (or such authorised person) reasonably consider to have acquired Shares or GDRs sinceour non-UAE owned share capital exceeded 49% of our total issued share capital. This notification will inform therelevant shareholder that they must sell to a UAE person, within seven days (or such longer period as we considerreasonable), such number of ordinary shares as will enable the Company to regain compliance with the shareownership requirements of the UAE Companies Law and the Implementing Regulation. In addition, if we (or aperson authorised by us) are not satisfied that this notice has been complied with within the seven day (or, ifapplicable, longer) period, we (or a person authorised by us) may dispose, or procure the disposal, of the relevantnon-UAE owned ordinary shares to a UAE person. Moreover, the rights and privileges, including voting rights,attaching to the non-UAE owned shares subject to a disposal notice will be suspended and not capable of exercise.See “Description of Share Capital – Our Articles of Association – Required Disposals.”

In the event that these provisions of our Articles of Association are triggered, these measures would likelydecrease demand for our Shares and GDRs. In addition, these measures could also decrease the liquidity andincrease the volatility of our Share and GDR price, which in turn could impair the ability of a holder of Shares orGDRs to sell any Shares or GDRs in the amount and at the price and time such holder wishes to do so, if at all, orresult in a material adverse effect on the price of our Shares or GDRs.

These limitations could effectively prevent our takeover by non-UAE persons, through which our shareholdersmight receive a premium for their shares, and limit the ability of non-UAE persons to effect control over us.Furthermore, these limitations could adversely impact our ability to attract future investors and may restrict ourfuture acquisition structures and generally impair our ability to offer shares as consideration in relation tosuch acquisitions.

We may not be able to comply with certain undertakings given to the DIFC Registrar of Companies.

In order for the Company to be treated as a national company under the laws of the UAE and to enable it toestablish subsidiaries and branches in the UAE and own companies, or shares in companies, operating in the UAE,we have given an irrevocable undertaking to the DIFC Registrar of Companies to comply with all the laws andregulations of the UAE and the DIFC relating to such ownership, including the requirement that at least 51% ofour issued share capital must be owned at all times by UAE persons. While we have incorporated certainmechanisms in our Articles of Association which seek to maintain our compliance with such 51% UAE ownershiprequirement, we cannot guarantee that we will always be able to comply with this requirement due to our inabilityto control trading in our Shares or to have certainty as to the nationality of those persons owning our Shares. Failureto comply with this undertaking may subject us to sanctions by the DIFC authorities.

US holders of Shares may not be able to exercise pre-emptive rights for their Shares or GDRs.

In case of any dividend in the form of a grant of new shares or in the event of pre-emptive rights with respectto the Shares or GDRs held by a US holder, such US holder may not be able to receive such securities unless aregistration statement under the US Securities Act is effective with respect to such securities or an exemption fromthe registration requirements thereunder is available.

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Grand HyattDubai, UAE

Non-UAE persons may not be able to exercise pre-emptive rights with respect to their Shares

Under the restrictions of the UAE Companies Law, the Implementing Regulation and our Articles ofAssociation, non-UAE persons may not own more than 49% of our issued share capital. Consequently, in the eventwe increase our share capital, existing holders of the Shares who are non-UAE persons may not be able to exerciseany pre-emptive rights with respect to their Shares to the extent that such exercise would result in more than 49%of our share capital being held by non-UAE persons. Accordingly, we cannot assure you that all our shareholderswill be entitled to fully exercise their pre-emption rights if this would result in the violation of applicable laws orregulations.

If certain options as described in a Discussion Paper 08/01 in relation to the admission of GDRs were laterimplemented as a result of responses to any subsequent consultation paper, the price of our Shares or GDRscould be adversely affected.

In January 2008, the FSA published a Discussion Paper 08/01 (the Discussion Paper) reviewing the structureof the listing regime in the United Kingdom. Upon our initial UKLA Admission, the GDRs will be both admittedto the Official List of the FSA and to trading on the IOB (regulated market segment) of the London StockExchange. One of the options for change presented by the FSA in the Discussion Paper (Option 1) is to allowcompanies with global depositary receipts admitted to the Official List to retain their admission only if they complywith the continuing obligations for companies with a primary listing of equity securities, which are significantlymore onerous than the obligations applicable to us upon our initial UKLA Admission. Any changes would need toundergo a consultation process involving the publication by the FSA of one or more consultation papers andthereafter considering responses to such consultation papers before implementing any changes. If the FSAimplements Option 1, and we choose to retain our admission to the Official List, it is possible that such a listingwould make it more costly for us to comply with the more onerous obligations of a primary listing. For example,the requirement for shareholder approvals for certain acquisitions could be a hindrance to the rapid execution ofany growth strategy. In addition, in the course of our business, we have entered into certain related partytransactions with our existing shareholders. Such transactions may require shareholder approval if we are subjectto the obligations of a primary listing. If the FSA alternatively implements Option 1, and we choose to move ourlisting to the alternative “Directive-Minimum” segment for equity securities described by the FSA, the GDRswould continue to be admitted to trading on the IOB (regulated market segment) of the London Stock Exchange,and we would be subject to substantially the same continuing obligations as we will be upon our initial UKLAAdmission, but the GDRs would cease to be admitted to the Official List. The removal from the Official List mightadversely affect the ability of GDR holders to continue to hold the GDRs, for example, because of the terms of thecontractual or constitutive investment restrictions that such investors are subject to. Market perception might alsobe less favourable for an admission to trading without an admission to the Official List, even without a substantiveor perceived change in the continuing obligations to which we would be subject. Related sales of GDRs or a fallin demand for the GDRs could result in a material adverse effect on the price of our Shares and GDRs.

There can be no assurance that other regulatory changes implemented by the FSA, as a result of theDiscussion Paper or otherwise, would not have a material adverse effect on us or the price of our GDRs.Furthermore, there can be no assurance that we will choose to maintain either the admission to the Official List orthe admission to trading on the IOB (regulated market segment). In such a case, we may seek to obtain a listingfor our GDRs elsewhere, but we may not be successful in doing so.

Investors’ voting rights with respect to the Shares represented by the GDRs are limited by the terms of theDeposit Agreement for the GDRs and relevant requirements of the laws of the DIFC and the UAE.

GDR holders will have no direct voting rights with respect to the ordinary shares represented by the GDRs.They will be able to exercise voting rights with respect to the ordinary shares represented by GDRs only inaccordance with the provisions of the Deposit Agreement relating to the GDRs and relevant requirements of thelaws of the DIFC and the UAE. There are practical limitations upon GDR holders’ ability to exercise voting rightsdue to the additional procedural steps involved in communicating with them. For example, the laws of the DIFCrequire the Company (i) to publish notice of a general meeting, at least 21 days before the date fixed for themeeting and (ii) to send notice by registered mail to each person registered in the Company’s share register as aholder of shares and to those shareholders who have deposited at least one share certificate with the Company.GDR holders will not receive notice directly from the Company. Rather, in accordance with the Deposit

24

Agreement, the Company will provide the notice to the Depositary. The Depositary will undertake, if requested bythe Company at least 30 days prior to the date of such meeting, and provided there are no legal prohibitions, tomail to each GDR holder notice of such meeting, copies of voting materials and a statement as to the manner inwhich instructions may be given by holders. To exercise voting rights, a GDR holder must then instruct theDepositary how to vote the shares represented by the GDRs held. Because of this additional procedural stepinvolving the Depositary, the process for exercising voting rights may take longer for GDR holders than for holdersof the Shares, and we cannot assure you that GDR holders will receive voting materials in time to enable them toreturn voting instructions to the Depositary in a timely manner. See “Terms and Conditions of the GlobalDepository Receipts”.

You may not receive cash dividends on our Shares or GDRs.

While we may pay dividends in the future, the majority of funds from our operation cash flows will beretained and applied towards financing our future capital expenditure and investment requirements. The amountand timing of the declaration and payment of any dividends will be at the discretion of our Board of Directors andwill depend on, among other things, our operational performance, financial results, financial situation andprospects, as well as cash and liquidity requirements, market situation, legal restrictions, tax and such other factorsas our Board of Directors may deem relevant at the time. As a result, capital appreciation, if any, realised througha resale of Shares or GDRs, may be your sole source of gain.

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Dubai Airport Duty FreeDubai, UAE

USE OF PROCEEDS

The net proceeds receivable by the Company pursuant to the Offering will be approximately US$239.4 million (US$277.7 million assuming full exercise of the Over-allotment Option) after deduction ofunderwriting commissions and expenses payable by the Company (excluding the 0.75% fee payable by theCompany at its sole discretion).

We intend to use the net proceeds received by us under the Offering for funding of (i) capital expenditure toestablish new joineries and other manufacturing factories in new markets as well as markets in which we currentlyoperate; (ii) acquisitions of companies operating in the interior contracting and procurement fields;(iii) acquisitions of joinery and other manufacturing facilities; (iv) working capital needs; and (v) other generalcorporate purposes. The Company will not receive any of the proceeds from the sale of Shares by the SellingShareholders. To the extent the net proceeds from the Offering are not immediately applied for the above purposes,we plan to invest such proceeds in short-term securities.

None of the proceeds of the Offering will be used, directly or indirectly, to finance or facilitate the operationof our subsidiaries in Sudan or Syria or the sale of any goods or services in Sudan, Syria or other BlockedCountries.

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CAPITALISATION AND INDEBTEDNESS

The following table sets forth our capitalisation and indebtedness as of 31 December 2007 on an actual basis,derived from the Financial Statements included elsewhere in this prospectus, and as adjusted to reflect the netproceeds of the Offering and assuming that the Over-allotment Option is exercised in full.

The following table should be read together with “Selected Financial and Operating Data”, “Management’sDiscussion and Analysis of Financial Conditions and Results of Operations” and the Financial Statements andrelated notes included elsewhere in this prospectus.

As of 31 December 2007qqqqqqqqqqqqqqqqqq

Actual As Adjustedqqqqqqqq qqqqqqqqq

AED US$ AED US$qqq qqq qqq qqq

(in millions)

Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . 69.1 18.8 69.1 18.8111 111 111 111111 111 111 111

Indebtedness (including current portion):. . . . . . . . . . . . . Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109.0 29.7 109.0 29.7Bank loans(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233.2 63.5 233.2 63.5Trust receipts and acceptances . . . . . . . . . . . . . . . . . . . . . . . . 56.4 15.4 56.4 15.4

111 111 111 111

Total indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398.6 108.6 398.6 108.6111 111 111 111

Equity: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 475.0 129.4 751.4 204.7Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.0 9.8 36.0 9.8Share premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – – 742.8 202.4Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164.3 44.8 164.3 44.8Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.8 12.2 44.8 12.2

111 111 111 111

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 720.1 196.2 1,793.3 473.9111 111 111 111

Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,118.7 304.8 2,137.9 582.5111 111 111 111111 111 111 111

(1) Since 31 December 2007, we have drawndown US$55.0 million under our syndicated term facility agreement with BNP Paribas dated 6December 2007.

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Dubai Airport Duty FreeDubai, UAE

DIVIDEND POLICY

To date neither the Company nor Depa United Group (PJSC) have declared or paid any dividends.Under DIFC law and our constitutional documents, the payment of dividends is subject to the recommendation ofour Board of Directors and may only be paid out of retained surplus and immediately after a dividend is paid, ourBoard of Directors must make a determination that we will be able to pay our debts as they become due.See “Description of Share Capital”.

While we intend to implement a progressive dividend policy, our ability to pay dividends will depend upon anumber of factors, including but not limited to, our operational performance, financial results, financial situationand prospects, cash and liquidity requirements (including capital expenditure and investment plans), marketsituation, legal, regulatory and contractual restrictions, our ability to receive dividends from our subsidiaries andsuch other factors deemed relevant by our Board of Directors, and is expected to take into account that the majorityof funds from our operation cash flows will be applied towards financing our future capital expenditure andinvestment requirements.

GDRs sold in the Offering are entitled to any dividends we may declare and pay after the closing of thisOffering, including the closing of the Over-allotment Option, if exercised. Holders of GDRs will be entitled toreceive dividends payable in respect of the ordinary shares represented by GDRs. Cash dividends in respect of theordinary shares represented by the GDRs will be paid to the Depositary and, to the extent paid in UAE dirhams,such dividends will be converted by the Depositary into US dollars. The Depositary will distribute these proceedsnet of fees and charges of, and expenses incurred by, the Depositary to the GDR holders. The ordinary sharesrepresented by GDRs will rank equally with all other ordinary shares in respect of dividends. See “Terms andConditions of the Global Depositary Receipts”.

A10.20.6

A10.27.6

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SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following selected financial information and operating data should be read in conjunction with, and isqualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and our consolidated and combined financial statements and notes thereto included elsewhere in thisprospectus. Our combined financial statements for the year ended 31 December 2005 and consolidated financialstatements for the years ended on 31 December 2006 and 2007 have been audited by Deloitte & Touche (M.E.),independent auditors. We have prepared our consolidated and combined financial statements in accordance withInternational Financial Reporting Standards (IFRS).

Depa Limited, which owns 99.9% of the share capital of Depa United Group (PJSC), was incorporated forthe purposes of the Offering in February 2008 and, as such, has no financial statements for the periods underreview. We have included the consolidated financial information of Depa United Group (PJSC) for the period fromits incorporation to 31 December 2006 and for the year ended 31 December 2007. Depa United Group (PJSC)was formed on 15 January 2006 by the controlling shareholders of the Deco–Eldiar Predecessor Group and theDepa Predecessor Group and various other new shareholders who collectively own greater than 50% of DepaUnited Group (PJSC). Upon formation, Depa United Group (PJSC) entered into various agreements to purchasethe Deco-Eldiar Predecessor Group and the Depa Predecessor Group.

During 2005, while we operated as a single group through a memorandum of understanding under which theshareholders of each group agreed to procedures for common day-to-day management and participation in theoperating decisions of the Group, our ownership structure was through two groups, the Depa Predecessor Groupand the Deco-Eldiar Predecessor Group. For this reason and in order to provide a complete financial history, wehave included the following financial statements as of 31 December 2005 and for the year then ended:

• The audited combined financial statements of the Depa Predecessor Group, which consists of DepaInteriors LLC, Depa Decor, Contracting & General Maintenance Co. LLC, Pino Meroni Yacht InteriorsLLC, Depa for Hotels SAE and Pino Meroni Wood & Metal Industries; and

• The audited combined financial statements of the Deco-Eldiar Predecessor Group, which consists ofDeco Emirates LLC and Eldiar Furniture Manufacturing and Decoration LLC.

As these entities were not under “common control” as defined by IFRS, we are unable to present a single setof financial statements prepared in accordance with IFRS.

The financial statements for the year ended 31 December 2006 have been restated. During 2007 we finalizedthe purchase accounting for the acquisitions that we made in 2006. As a result of this process we restated ourfinancial statements for the year ended 31 December 2006, as required by IFRS, to retroactively reflect the impactof the adjustments resulting from the finalization of the purchase accounting.

For the convenience of the reader, the selected historical financial and operating data as of and for the yearended 31 December 2007 have been translated into US dollars at the interbank rate (as quoted by OANDA) ofAED 3.67 = US$1.00 as of 31 December 2007. You should not view such translations as a representation that suchUAE dirhams amounts actually represent such US dollar amounts, or could be or could have been converted intoUS dollars at that rate indicated or at any other rate.

OSR A.1.1.1(10)

OSR A.1.1.1(11)

OSR A.1.1.1(16)(c)

DIFX LR AppE, Part 1, #6 & #13

A10.3.1

A10.9.1

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Hilton Dubai CreekDubai, UAE

Selected Income Statement DataYear ended 31 December

2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)

Contract income . . . . . . . . . . . . . . . . . . . . . 199.2 84.4 1,048.1 1,419.8 386.9Contract costs. . . . . . . . . . . . . . . . . . . . . . . (164.0) (67.8) (886.2) (1,139.1) (310.4)

111 111 111 111 111

Contract profit . . . . . . . . . . . . . . . . . . . . . 35.2 16.6 161.9 280.7 76.5General and administrative expenses. . . . . (20.5) (8.9) (78.7) (134.2) (36.6)Gain on acquisition of subsidiary(1) . . . . . . – – 12.2 – –Other income . . . . . . . . . . . . . . . . . . . . . . . 8.2 0.9 6.7 30.3 8.3Finance income/(cost) net . . . . . . . . . . . . . 0.4 (0.1) 4.9 (2.5) (0.7)Share of profit/(loss) from associates . . . . (0.1) – 2.5 8.4 2.3

111 111 111 111 111

Net profit for the period before tax . . . . 23.2 8.5 109.5 182.7 49.8Income tax . . . . . . . . . . . . . . . . . . . . . . . . . (1.4) – (6.2) (1.7) (0.5)

111 111 111 111 111

Net profit for the year/period . . . . . . . . . 21.8 8.5 103.3 181.0 49.3111 111 111 111 111111 111 111 111 111

Attributable to:. . . . . . . . . . . . . . . . . . . . . Equity holders of the parent. . . . . . . . . . . . 22.1 8.5 93.2 160.5 43.7Minority interest. . . . . . . . . . . . . . . . . . . . . (0.3) – 10.1 20.5 5.6

(1) This represents the gain related to the recognition of negative goodwill associated with the acquisition of various subsidiaries.

Selected Balance Sheet DataYear ended 31 December

2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)

Property, plant and equipment . . . . . . . . . . 23.8 3.1 112.3 163.4 44.5Total current assets. . . . . . . . . . . . . . . . . . . 174.0 50.0 752.6 1,126.6 307.0Total assets . . . . . . . . . . . . . . . . . . . . . . . . . 221.1 53.1 1,267.3 1,872.4 510.2Total equity . . . . . . . . . . . . . . . . . . . . . . . . 58.3 27.9 585.7 720.2 196.2Total liabilities . . . . . . . . . . . . . . . . . . . . . . 162.8 25.2 681.5 1,152.3 314.0

Selected Financial Data and RatiosYear ended 31 December

2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)

EBITDA(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 26.1 9.6 124.9 238.8 65.1EBIT(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.7 8.6 108.9 203.7 55.5Adjusted EBITDA(1) . . . . . . . . . . . . . . . . . . 18.0 8.7 103.5 200.1 54.5Adjusted EBIT(1) . . . . . . . . . . . . . . . . . . . . . 15.6 7.7 87.5 165.0 44.9Capital Expenditures(2) . . . . . . . . . . . . . . . . 6.0 0.7 73.9 52.7 14.4End of year Backlog(3) . . . . . . . . . . . . . . . . 952.8 26.6 1,672.9 1,619.0 441.1

(1) EBITDA is defined as EBIT before depreciation and amortization and Adjusted EBITDA is defined as Adjusted EBIT before depreciationand amortization. EBIT is defined as net profit for the year attributable to equity holders of the parent before income tax and financeincome. Net and Adjusted EBIT is defined as EBIT adjusted to eliminate the impact of our share of profit (loss) of associated, otherincome, gain on disposal of available for sale investments and gain on acquisition of subsidiary.

These are not measures of performance under IFRS and should not be considered as an alternative to net profit or any other performancemeasures derived in accordance with IFRS or as an alternative to cash flow from operating activities or as a measure of our liquidity. Thefollowing table provides a reconciliation of profit for the year to EBIT and EBITDA and reconciliation from EBIT to Adjusted EBIT andAdjusted EBITDA:

30

31

Year ended 31 December2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)Profit for the year . . . . . . . . . . . . . . . . . . . . . . . 21.8 8.5 103.3 181.0 49.3Income tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4 – 6.2 1.7 0.5Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 0.1 1.9 4.3 1.2Finance cost recognised in cost of sales . . . . . . 0.9 – 4.3 18.5 5.0Interest income . . . . . . . . . . . . . . . . . . . . . . . . . (0.6) – (6.8) (1.8) (0.5)

111 111 111 111 111

EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.7 8.6 108.9 203.7 55.5Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4 1.0 5.6 16.8 4.6Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . – – 10.4 18.3 5.0

111 111 111 111 111

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.1 9.6 124.9 238.8 65.1111 111 111 111 111111 111 111 111 111

EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.7 8.6 108.9 203.7 55.5Adjusted for: . . . . . . . . . . . . . . . . . . . . . . . . . . . Share of (profit) loss of associate . . . . . . . . . . . 0.1 – (2.5) (8.4) (2.3)Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . (6.2) (0.9) (6.7) (30.3) (8.3)Gain on acquisition of subsidiary . . . . . . . . . . . – – (12.2) – –Gain on disposal of available for saleinvestments . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.0) – – – –

111 111 111 111 111

Adjusted EBIT . . . . . . . . . . . . . . . . . . . . . . . . 15.6 7.7 87.5 165.0 44.9Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4 1.0 5.6 16.8 4.6Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . – – 10.4 18.3 5.0

111 111 111 111 111

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . 18.0 8.7 103.5 200.1 54.5111 111 111 111 111111 111 111 111 111

(2) Capital expenditures equals total additions of property, plant and equipments in the year including land and building, labour camps,machinery and equipment, motor vehicles, furniture and office equipment, operating equipment tools, site equipment and caravans, yetexcluding capital work in progress of facilities under construction in the value of AED 6.6 million and AED 0.1 million, respectively, forthe Depa Predecessor Group and the Deco-Eldiar Predecessor Group for the year ended 31 December 2005 and AED 18.7 million andAED 18.2 million, respectively, in the years ended 31 December 2006 and 2007.

(3) We include interior contracting projects in our portfolio of future awarded projects (Backlog) at such time as a contract is awarded or afirm letter of commitment is obtained and funding is in place.

Four Seasons San StefanoAlexandria, Egypt

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunctionwith our consolidated financial statements for the two years ended 31 December 2006 and 2007 and auditedcombined financial statements of our predecessor businesses for the year ended 31 December 2005 and the relatednotes and other financial information included elsewhere in this prospectus.

This discussion includes forward-looking statements based on assumptions about our future business thatinvolve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based onour current expectations, estimates, assumptions and projections about our industry, business and future financialresults. Our actual results could differ materially from those contained in the forward-looking statements.

Overview

We are a leading provider of interior contracting services in the Middle East and North Africa (the MENAregion) and Asia. We operate principally in the luxury fit-out sector with a focus primarily on the hospitality,commercial and residential property developments as well as airport, retail, yacht, theming and specialist fit-outsectors. In addition, we are a provider of manufactured products and procurement services, with a specific focuson customised furniture, fixtures and equipment (FF&E), which we use in our in-house operations as well asprovide to third parties.

The range of business activities we perform comprises:

• Interior contracting: focuses on luxury interior fit-out services, which include the installation andfinishing of floors, walls, ceilings, fixed joinery, panelling, wood-works, doors and frames; specialisedinterior fit-out for hospitality, residential property developments, airports, retail spaces, yachts andtheming projects; and refurbishment projects. As part of our interior contracting services, we providecomprehensive project management services including design development assistance, value engineeringand professional installation, which allows us to provide comprehensive solutions for complex interiorcontracting projects.

• Manufacturing: comprises a network of factories and joineries which produce FF&E, including fittedfurniture, doors, cabinets, soft furnishings, stand-alone furniture, carpets and rugs and architectural metalworks for use in our interior contracting business as well as for third-parties.

• Procurement: involves the procurement of supplies and materials from third parties to support andcomplement our interior contracting and manufacturing operations as well as carrying out third partyprocurement contracts for specific FF&E projects.

We have been providing interior contracting services since 1996 and have established a strong reputationwithin the industry and markets in which we operate through executing large and complex projects. These projectsinclude the fit out of Burj Dubai, the Burj Al Arab Hotel and Emirates Palace Hotel in the UAE, the Museum ofIslamic Art in Doha, Qatar, the Four Seasons Hotel in Egypt, the Four Seasons Hotel in Mumbai, India and theMazagan Hotel in Morocco. Over the last three years, we have completed over 50 interior contracting projects inthe hospitality sector with an aggregate value of AED 1,171.7 million, or US$319.3 million, as well as numerouscontracting projects in various sectors including residential property development, airport, retail, yacht andspecialist fit-out.

The Group – Presentation of Financial Information

Basis of preparation

Depa Limited, which owns 99.9% of the share capital of Depa United Group (PJSC), was incorporated forthe purposes of the Offering in February 2008 and as such, has no financial statements for the periods under review.We have included the consolidated financial information of Depa United Group (PJSC) for the period from itsincorporation to 31 December 2006 and for the year ended 31 December 2007. Depa United Group (PJSC) wasformed on 15 January 2006 by the controlling shareholders of the Deco–Eldiar Predecessor Group and the DepaPredecessor Group and various other new shareholders who collectively own greater than 50% of Depa United

OSR A.1.1.1(15)(a)

OSR A.1.1.1(15)(b)

OSR A.1.1.1(15)(b)

OSR A.1.1.1(16)(a)

OSR A.1.2.1(10)

A10.9.1

A10.12.1

A10.12.2

32

Group (PJSC). Upon formation, Depa United Group (PJSC) entered into various agreements to purchase theDeco-Eldiar Predecessor Group and the Depa Predecessor Group. In order to provide a complete financial history,we have included the following financial statements as of 31 December 2005 and for the year then ended: theaudited combined financial statements of the Depa Predecessor Group, which consists of Depa Interiors LLC,Depa Decor, Contracting & General Maintenance Co. LLC (Depa Abu Dhabi), Pino Meroni Yacht Interiors LLC,Depa Hotels Interiors SAE and Pino Meroni Wood & Metal Industries, which is included at the back of thisprospectus; and the audited combined financial statements of the Deco-Eldiar Predecessor Group, which consistsof Deco Emirates LLC and Eldiar Furniture Manufacturing and Decoration LLC (Eldiar), which is included at theback of this prospectus.

During 2005, while we operated as a single group through a memorandum of understanding under which theshareholders of each group agreed to procedures for common day-to-day management and participation in theoperating decisions of the Group, our ownership structure was through two groups, the Depa Predecessor Groupand the Deco-Eldiar Predecessor Group. However, as these entities were not under “common control” as definedby IFRS, we are unable to present a single set of financial statements prepared in accordance with IFRS.This review, therefore, discusses a comparison of the audited combined results of operations of the DepaPredecessor Group and the audited combined results of operations of the Deco-Eldiar Predecessor Group for theyear ended 31 December 2005 compared to the audited consolidated results of operations of our Group for the yearended 31 December 2006.

Our financial statements for the year ended 31 December 2006 have been restated. During 2007, we finalizedthe purchase accounting for the acquisitions that we made in 2006. As a result of this process we restated ourfinancial statements for the year ended 31 December 2006, as required by IFRS, to retroactively reflect the impactof the adjustments and joint ventures resulting from the finalization of the purchase accounting.

Acquisitions and new businesses

During the period under review, we completed a number of acquisitions, established a number of newbusinesses, invested in a number of new associates and entered a number of joint ventures, through which weincreased the size of our operations and/or our involvement with our suppliers and customers. These acquisitionsand joint ventures also impact the comparability of our results of operations over the periods under review.Our principal acquisitions and joint ventures during this period were as follows:

• In February 2005, our joint venture Mivan Depa Contracting LLC (Mivan Depa) was established, ofwhich we hold 60% ownership. The company is involved in theming contracting and began operations in2006.

• In September 2006, we acquired a 60.0% stake in Dragoni International LLC, which is an interiorscontractor for joinery and cabinets in the UAE.

• In December 2007, we acquired a 51.0% stake in The Parker Company, which is based in Florida,United States and is engaged in FF&E procurement in the United States and worldwide.

• In December 2007, we acquired an 18.2% stake in Jordan Wood Industries PLC (JWICO), which isengaged in the manufacture of doors, joinery and other furniture components in Jordan.

• In December 2007, we acquired a 45.1% stake in Decolight Trading LLC, which is engaged in lightingprocurement and lighting fit-out in the UAE.

In addition to the foregoing acquisitions, investments and joint ventures, we made additional acquisitions andestablished certain subsidiaries during the period under review, which collectively had a material impact on the sizeof our operations.

In 2005, we acquired a 15.6% share in Al Tawasoul Property Development Company LLC, a company in theUAE which holds an investment in the Al Salam Rotana Hotel in Khartoum, Sudan. We also established DepaQatar WLL in Doha, Qatar, which is involved in interiors decoration, contracting and general maintenance servicesfor hotels and other entities.

A10.5.2.1

33

Four Seasons San StefanoAlexandria, Egypt

In 2006, we acquired 100% of Deco Emirates LLC, which provides shop fit-out services in the UAE. We alsoestablished Depa Albarakah LLC (80% owned), which is a contracting and trading company for gypsum partitionsand ceilings in the UAE; DEPAMAR SARL (Depamar) in Casablanca, Morocco (80% owned), which is involvedin interior contracting; Depa Mauritius (100% owned), which is a holding company for our investment in DepaIndia Private Limited; and Depa India Private Limited in Mumbai, India (97% owned), which is an interiorcontracting company for hotels and other entities in India. We also purchased shares in two publicly tradedcompanies in 2006. Specifically, we purchased 16.8% of the outstanding shares of Design Studio FurnitureManufacturer Ltd (Design Studio), a company that is a cabinet and woodworks joinery in Singapore, our holdingin which has subsequently been diluted to 13.8% as a result of a convertible bond issue by Design Studio. We alsopurchased 20.0% of the outstanding shares of Thailand Carpet Manufacturing Public Company Limited (TCMC),a company that manufactures carpets in Bangkok, Thailand, our holding in which has subsequently increased to26.0% as a result of a capital increase in April 2007.

Geographic segmentation

In analyzing our business on a geographic basis, we have segmented our results of operation based upon thegeographic location of the subsidiary, joint venture or affiliate performing the contract. We have segmented ourresults on this basis, rather than the location in which the contract is performed, as it reflects our management’sviews of the nature of our operations as well being helpful to investors in their understanding the growth of ourbusiness during the periods under review. In addition, due to the acquisition of certain entities in the year ended31 December 2005, we are unable to analyse the results of certain acquired businesses on the basis of the locationin which the contract is performed. Although a Group company located in one country may perform contracts inother countries so that there are some differences when our results are analyzed on the basis of location of companyand location of contract, in general we do not believe that these differences are material to an understanding of thegeographic distribution of our business and results of operations.

Factors Affecting Financial Condition and Results of Operations

Exchange rate fluctuations

Historically, we have not been significantly impacted by exchange rate fluctuations, as our operations hadbeen conducted principally in the UAE. However, commencing in 2005, we began to expand our operationsinternationally, establishing or acquiring businesses in Sudan and Qatar in 2005, Morocco, India, Singapore andThailand in 2006 and the United States and Jordan in 2007. As a result, we have experienced and expect to continueto experience greater exchange rate transaction and translation risks.

We are subject to currency transaction risks when our revenues and costs are denominated in differentcurrencies. We attempt to hedge against currency transaction risk primarily by matching revenues and costs in thesame currency and to a lesser extent by entering into hedging transactions.

In addition, we are subject to currency translation risk in that the results of each of our operating subsidiariesare reported in the currency of the jurisdiction in which it primarily operates. These amounts, if not reported inUAE dirhams, are then translated into UAE dirhams for inclusion in our consolidated financial statements.The currencies of account of our subsidiaries include UAE dirhams, Qatari riyal, Egyptian pounds, U.S. dollars,Moroccan dirhams and Indian rupees. Prior to 2006, we had minimal exchange rate risks as the majority of ouroperations operated and reported in UAE dirhams. However, since 2006 our international operations have grownsubstantially, and accordingly currency transaction and currency translation risks may significantly impact ourfinancial results in the future from period to period and affect their comparability.

Inflation

Inflation in the UAE has been significantly higher than in the United States or the Euro area in recent years,driven largely by increases in rent and wages, reflecting shortages of housing and workers, as well as high liquidityand the depreciation of the US dollar, to which the UAE dirham is pegged. The table below compares the rates ofinflation in the UAE, the United States and the European Union during the last five years:

A10.6.1.1

A10.9.2.1

34

2003 2004 2005 2006 2007qq qq qq qq qq

United Arab Emirates(1) 3.2 5.0 6.2 9.3 11.0United States of America(2) 2.3 2.7 3.4 3.2 2.9Euro Area(3) 2.1 2.1 2.2 2.2 2.1

(1) Source: International Monetary Fund, World Economic Outlook Database, April 2008. 2007 numbers are estimates.(2) Source: International Monetary Fund, World Economic Outlook Database, April 2008.(3) Source: International Monetary Fund, World Economic Outlook Database, April 2008.

Inflation has resulted in increased costs in each of the years under review, in particular salary costs, rawmaterials, rent and shipping costs. In general, we seek to factor inflationary effects on our costs into our pricingmodels. However, we can be adversely affected to the extent that inflation increases more than anticipated duringthe contract period or that a project takes a longer time than expected to complete.

Seasonality

Our contract income varies throughout the year. It has been our experience in recent years that we haverealised less than a quarter of our contract income in the first half of the year, while recognising a substantialportion of contract income in the last quarter of the year. This cyclicality in revenue recognition is caused by acombination of factors related to the tendency of project completions to be tied to the end of the fiscal year, workon projects accelerating toward the end of the fiscal year, as well as claims and variation orders being settled towardthe end of the year.

In many of the markets in which we operate, the pace of construction generally accelerates over the course ofthe year. This trend is caused by efforts to make up for delays suffered earlier in the year as well as customer pressureto complete projects before the end of the fiscal year. Separately, we only recognise contract income related to claimsor defer costs (which relate to customer caused delays and errors in specifications or design from the customer)when negotiations related to such claims have reached an advanced stage such that it is probable that the customerwill accept the claim and the amount that it is probable will be accepted by the customer can be measured reliably.With respect to variations, we only recognize revenues once an agreement is reached with the client on the value ofthe claim. Due to the characteristics of the markets in which we operate, most customers tend to settle these claimsand variations at the end of the year. At the same time, we tend to tie the settlement of claims and variation ordersof our subcontractors to our settlement of variation orders and claims with our customers. In many cases, ourestimation of such subcontractor variation orders and claims, which had been previously booked as an expense,exceed actual claims and any savings are then recognised as contract income. Moreover, in certain circumstances,settlement of variation orders and claims may not be settled within one fiscal year, and in such circumstances, wewill carry forward contract income to the next fiscal year. See “ – Revenue on Construction Contracts.”

While we have taken measures to increase the timeliness of the settlement of claims and variation ordersthroughout the year, we believe that we will continue to recognise a sizable portion of our contract income in thesecond half of the fiscal year for the foreseeable future.

Critical Accounting Policies

The following section discusses accounting policies applied in preparing our financial statements that webelieve are most dependent on the application of estimates and assumptions. Such assumptions or estimates arebased on historical experience and currently available information. Actual results may differ significantly fromsuch estimates given the uncertainty surrounding the assumptions and conditions upon which the estimates arebased. Our management, on an ongoing basis, reviews estimates and assumptions, and if they determine as a resultof their consideration of facts and circumstances, that modifications in assumptions and estimates are appropriate,results of operations and financial position as reported in the consolidated financial information may changesignificantly.

Allowances for doubtful debts

We have estimated the recoverability of accounts receivable and recorded an allowance for doubtful debts asdetermined necessary. We have estimated for the allowance for doubtful debts on the basis of prior experience andthe current economic environment. Estimating the amount of the allowance for doubtful debts requires significantjudgment and the use of estimates related to the amount and timing of estimated losses based on historical loss

35

Louis VuittonMumbai, India

experience, consideration of current economic trends and conditions and debtor-specific factors, all of which maybe susceptible to significant change. Our provision for bad debt is charged to operations based on a periodicevaluation of the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomesdiffer from management estimates, additional provision for bad debt could be required that could adversely affectour earnings or financial position in future periods.

Allowance for stock obsolescence

We have estimated the recoverability of inventory balances and recorded an allowance for stock obsolescenceas necessary. Estimating the amount of the allowance for stock obsolescence requires us to exercise significantjudgment and to make estimates. These estimates are based on historical loss experience and consideration ofcurrent interior design market trends, all of which may be susceptible to significant change. A provision for stockobsolescence is charged to contract cost based on management’s periodic evaluation of the factors previouslymentioned, as well as other pertinent factors. To the extent actual outcomes differ from management estimates,additional provision for stock obsolescence could be required that could adversely affect earnings or financialposition in future periods.

Revenue on construction contracts

Our revenue is primarily derived from construction contracts. When the outcome of a construction contractcan be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contractactivity on the balance sheet date. To estimate stage of completion of contract activity, we are required to makesignificant judgments, estimates and assumptions. In assessing contract performance, both input and output criteriaare reviewed. Costs incurred are used as an objective input measure of performance. The primary inputs of all workperformed under these arrangements are labor, subcontractors’ costs and materials. Costs incurred as a proportionof expected total costs are used as an initial proportional performance measure. The indicative proportionalperformance measure is always subsequently validated against other more subjective criteria (i.e. relevant outputmeasures) such as the percentage of construction completed and the achievement of any project milestonesstipulated in the contract. In the event of divergence between the objective and more subjective measures, the moresubjective measure takes precedence since these are output measures.

Since project costs can vary from initial estimates, the reliance on total project cost estimates represents anuncertainty inherent in the revenue recognition process. Individual project budgets are reviewed regularly withproject leaders to ensure that cost estimates are based upon up to date and as accurate information as possible, andtake into account any relevant historic performance experience.

Impairment of goodwill

Determining whether goodwill is impaired requires us to estimate the value in use of the cash-generating unitsto which goodwill has been allocated. The value in use calculation requires us to estimate the future cash flowsexpected to arise from the cash-generating units and a suitable discount rate in order to calculate present valuewhich necessarily involves making numerous estimates and assumptions regarding revenue growth, operatingmargins, tax rates, appropriate discount rates and working capital requirements. These estimates will likely differfrom future actual results of operations and cash flows, and it is possible that these differences could be material.

Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, we review the carrying amounts of our assets to determine whether there is anyindication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amountof the asset is estimated in order to determine the extent of the impairment loss (if any). Recoverable amount is thehigher of fair value less costs to sell and value in use. We estimate fair value based on projected cash flow, whichrequires us to make significant estimates including estimates of future profitability. During the periods presented,we have not impaired any assets.

Fair value of available for sale investments

We record available for sale investments at fair value. For publicly traded investments this is based on marketprices. However, we are required to estimate the fair value for investments in private securities. We are required to

36

make significant judgements in estimating these values and base our estimate on available financial statements andother information provided by investment managers.

Principal Income Statement Items

The following is a brief description of the principal captions in our income statement:

Contract income

Our contract income consists of revenues from clients for the products and services that we deliver throughour various subsidiaries and joint ventures. Contract income is driven principally by the number and size ofcontracts we undertake, as well as the percentage of each contract completed during the period.

The proportion of contract income derived from our products and services generated from companysubsidiaries in the UAE, primarily through Depa Interiors LLC, on a consolidated basis, was 81.5% and 69.0% oftotal contract income provided in the years ended 31 December 2007 and 2006, respectively. In recent years, wehave derived a larger portion of contract income from outside the UAE. For example, in 2006, the execution of theMuseum of Islamic Art project by Mivan Depa in Doha, Qatar generated 17.7% of our consolidated contractincome, and the execution of several hotel projects by Depa for Hotels SAE in Egypt generated 8.0% of ourconsolidated contract income. While the proportion of income derived from subsidiaries in the UAE increased in2007 following the completion of these large contracts and as a result of large projects that we have undertaken inthe UAE, such as the Burj Dubai, Anantara Palm Jumeriah and Tiara Residence, we expect that the proportion ofnon-UAE contract income will increase as a result of our geographic diversification. For example, Depamar inMorocco contributed 3.9% of consolidated contract income in 2007, Depa India Private Limited contributed 0.5%and The Parker Company, which we acquired in December 2007, contributed 2.1%.

Cost of sales

Cost of sales represents the cost of providing services and products to our clients. Cost of sales consistsprincipally of raw material cost, labour cost, subcontractor costs, financing cost of projects, depreciation andoverheads. Cost of sales is driven principally by the cost of raw material, overheads and direct staff and labour costsbased on the time spent on achieving contractual obligations of a particular project. During the period under review,cost of sales and marginal cost of sales have increased as a result of high inflation in certain of the countries inwhich we operate, including the UAE and Egypt. The effects of inflation have been most significant on longer termcontracts, such as the Four Seasons San Stefano FF&E contract. We have sought to manage our exposure toinflation related risk by being more proactive in reflecting inflation in our pricing and by limiting the number oflong-term contracts that we enter. We have continued to increase the size of our work-force in order to reduce ourreliance on subcontracted employees which resulted in a decrease in the contribution of subcontractor costs tooverall costs of sales for the year ended 31 December 2007 compared to the previous year.

Staff costs represented 19.5% and 17.6% of total cost of sales incurred in the years ended 31 December 2007and 2006, respectively. Raw material costs represented 30.4% and 30.8% of total cost of sales incurred in the yearsended 31 December 2007 and 2006, respectively. Subcontractor costs represented 32.5% and 44.5% of total costof sales incurred in the years ended 31 December 2007 and 2006, respectively. Overhead and other costsrepresented 15.0% and 6.1% of total cost of sales incurred in the years ended 31 December 2007 and 2006,respectively.

General and administrative expenses

General and administrative expenses represent mainly staff related expenses; rent expenses; expenses relatingto the provision for doubtful debt; depreciation of administrative assets expenses; travelling and communicationexpenses; contract related administrative expenses and consultancy services expenses. The four primarycomponents of general and administrative expenses are staff costs; rent expenses; consultancy fees and travellingand communication expenses.

Staff costs represented 39.9% and 41.4% of total general and administrative expenses incurred in the yearsended 31 December 2007 and 2006, respectively. Depreciation and amortization of intangible assets represented17.5% and 15.3% of total general and administrative expenses incurred in the years ended 31 December 2007 and

37

AtlantisDubai, UAE

2006, respectively. General and administrative expenses also included rent expenses, consultancy fees and traveland communication expenses.

Other income

Other income principally represents income on closed projects, income on activities other than contractingand manufacturing (such as consultancies and labour camp rent income). The amount of gain or loss on disposalsof property, plant and equipment, currency exchange and translation income, profit on the sale of available for saleinvestments, and the release of previously recorded provisions on receivables.

Net finance income/(cost)

Net finance income represents finance income less finance expenses. Finance income consists principally ofinterest income from cash balances in bank accounts. Finance expenses represent principally the interest expenseson our borrowings from financial entities to finance general overheads and other central costs. Net finance incomefor the Deco-Eldiar Predecessor Group was determined on a different basis in 2005 as interest expenses related tofinancing projects was included in finance income, rather than in cost of sales where it is included for the DepaPredecessor Group in 2005 and for our consolidated Group in 2006 and 2007.

Share of profit/(loss) in associates

Share of profit/loss in associates represents our proportionate share of profit of and losses incurred byassociated companies.

38

Results of Operations

The following table presents our results of operations for the years ended 31 December 2005, 2006 and 2007:

Year ended 31 December2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED in millions) (US$ in millions)Selected Income Statement Data–UAE contract income . . . . . . . . . . . . . . . . . . 168.9 84.4 722.9 1,157.4 315.4–Rest of MENA contract income . . . . . . . . . . 30.3 – 325.2 225.3 61.4–Rest of the World contract income . . . . . . . . – – – 37.1 10.1

111 111 111 111 111

Total contract income . . . . . . . . . . . . . . . . . . 199.2 84.4 1,048.1 1,419.8 386.9–UAE cost of sales . . . . . . . . . . . . . . . . . . . . . 138.7 67.8 (594.1) (943.5) (257.1)–Rest of MENA cost of sales . . . . . . . . . . . . . 25.3 – (292.1) (179.2) (48.8)–Rest of the World cost of sales . . . . . . . . . . . – – – (16.4) (4.5)

111 111 111 111 111

Total cost of sales . . . . . . . . . . . . . . . . . . . . . . 164.0 67.8 (886.2) (1,139.1) (310.4)–UAE contract profit . . . . . . . . . . . . . . . . . . . . 30.2 16.6 128.8 213.9 58.3–Rest of MENA contract profit . . . . . . . . . . . . 5.0 – 33.1 46.1 12.6–Rest of the World contract profit . . . . . . . . . . – – – 20.7 5.6

111 111 111 111 111

Total contract profit. . . . . . . . . . . . . . . . . . . . 35.2 16.6 161.9 280.7 76.5General and administrative expenses . . . . . . . (20.5) (8.9) (78.7) (134.2) (36.6)Gain on acquisition of subsidiary . . . . . . . . . . – – 12.2 – –Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2 0.9 6.7 30.3 8.3Finance income/(cost) net . . . . . . . . . . . . . . . . 0.4 (0.1) 4.9 (2.5) (0.7)Share of profit/(loss) from associates . . . . . . . (0.1) – 2.5 8.4 2.3Net profit for the period before tax . . . . . . . 23.2 8.5 109.5 182.7 49.8

111 111 111 111 111

Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.4) – (6.2) (1.7) (0.5)Net profit for the year/period . . . . . . . . . . . . 21.8 8.5 103.3 181.0 49.3

111 111 111 111 111111 111 111 111 111

Attributable to: . . . . . . . . . . . . . . . . . . . . . . . Equity holders of the parent . . . . . . . . . . . . . . 22.1 8.5 93.2 160.5 43.7Minority interest . . . . . . . . . . . . . . . . . . . . . . . (0.3) 0.0 10.1 20.5 5.6

Comparison of the Years Ended 31 December 2006 and 31 December 2007

Contract income

Contract income increased by AED 371.7 million or 35.5%, from AED 1,048.1 million in the year ended31 December 2006 to AED 1,419.8 million in the year ended 31 December 2007. Excluding acquired and newlyestablished businesses, which reflected 6.5% of total contract income over the period, contract income would havebeen AED 1,327.3 million. UAE contract income increased by AED 434.5 million or 60.1%, from AED 722.9 millionin the year ended 31 December 2006 to AED 1,157.4 million in the year ended 31 December 2007, driven by newand continuing projects in 2007 such as the Dubai Festival City (which contributed AED 315.2 million), the BurjDubai (which contributed AED 113.3 million), the Shoreline Apartments (which contributed AED 85.5 million) andthe Anantara Palm Jumeira and Tiara Residence (which contributed AED 65.9 million). Rest of MENA contractincome decreased by AED 99.9 million or 30.7%, from AED 325.2 million in the year ended 31 December 2006 toAED 225.3 million in the year ended 31 December 2007. This decrease resulted from the completion of certain largeprojects in the Rest of MENA region in 2006, particularly the Museum of Islamic Arts project, as well as our decisionto focus on a smaller number of projects in Egypt. Rest of the World contract income increased from nil in the yearended 31 December 2006 to AED 37.1 million in the year ended 31 December 2007, reflecting principally theoperations of The Parker Company, which we acquired in December 2007, and the commencement of commercialoperations in India.

39

Golden Tulip FarahCasablanca, Morocco

Cost of sales

Cost of sales increased by AED 252.9 million or 28.5%, from AED 886.2 million in the year ended31 December 2006 to AED 1,139.1 million in the year ended 31 December 2007, primarily related to increasedoperations over the period including an increase in materials used in projects of 26.7% and an increase in staff costsof 41.8% over the prior year. Excluding acquired and newly established businesses, which reflected 5.5% of totalcost of sales over the period, cost of sales would have been AED 1,076.4 million. UAE contract costs increased byAED 349.4 million or 58.8%, from AED 594.1 million in the year ended 31 December 2006 to AED 943.5 millionin the year ended 31 December 2007. Rest of MENA cost of sales decreased by AED 112.9 million or 38.7%, fromAED 292.1 million in the year ended 31 December 2006 to AED 179.2 million in the year ended 31 December2007 due to the completion of certain large projects in 2006. Rest of the World cost of sales increased from nil inthe year ended 31 December 2006 to AED 16.4 million for the year ended 31 December 2007 as The ParkerCompany was acquired in December 2007 and the commenced commercial operations in India.

The following table presents a breakdown of the cost of sales for the year ended 31 December 2007:

Year Ended Year Ended31 December 31 December

2006 20071111 1111

(AED in millions)

Staff costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156.3 221.6Material costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273.0 346.0Sub-contractor costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394.4 370.4Overheads and other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54.3 170.9Project related depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.9 11.7Project related interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3 18.5

111 111

Total costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 886.2 1,139.1111 111111 111

Staff costs increased by AED 65.3 million or 41.8%, reflecting both increased headcount, as we began to usemore of our own workers and fewer subcontractors in our operations as well as the general growth in our business,and the impact of inflation on wages and salaries. Material costs increased by AED 73.0 million or 26.7%, whichwas roughly in line with the growth of project income. Subcontractor costs decreased by AED 24.0 million or6.1%, due to our decreased use of subcontractors in our operations. Overheads and other costs increased more thanthreefold by AED 116.6 million, reflecting principally larger head office and direct project related technical andrisk control support costs due to the overall growth of our business.

Contract profit

Due to the foregoing reasons, contract profit increased by AED 118.9 million or 73.4%, from AED161.9 million in the year ended 31 December 2006 to AED 280.8 million in 2007, as contract profit increased morequickly than cost of sales. Of this increase, 25.1% was attributable to acquisitions effected being The ParkerCompany and the commencement of new operations in Morocco and India during the year. Excluding acquisitionsand new establishments, gross contract profit increased by AED 89.0 million in 2007 to AED 250.9 million.

Gross contract profit margin increased from 15.4% in the year ended 31 December 2006 to 19.8% in the yearended 31 December 2007. UAE contract profit margin increased from 17.8% in the year ended 31 December 2006to 18.5% in the year ended 31 December 2007. Rest of MENA contract profit margin increased from 10.2% in theyear ended 31 December 2006 to 20.5% in the year ended 31 December 2007. Rest of the World contract profitmargin was 55.8% for the year ended 31 December 2007, reflecting the nature of returns from the procurementoperations of the Parker Company. The increase in contract margin in all regions reflected increased controls tomanage our cost of sales, such as reducing the terms of our contracts to protect against inflation risk. In addition,we reduced the number of contracts we undertook in Egypt in 2007, which provided relatively lower margins.

Other income

Other income increased by AED 23.6 million from AED 6.7 million in the year ended 31 December 2006 toAED 30.3 million in the year ended 31 December 2007. The increase in other income was principally due to the

40

sale of a camp owned by Deco Emirates LLC in 2007 with a profit reported of AED 9.9 million. The increase alsoresulted from an AED 14.9 million gain on the sale of shares obtained during previous years under various contractpayments in Egypt in 2007.

Net finance income/(cost)

Net finance income decreased from an income of AED 4.9 million in the year ended 31 December 2006 to acost of AED 2.5 million in the year ended 31 December 2007. These amounts do not include interest recognisedwithin cost of sales which was directly related to financing of projects in the value of AED 4.3 million andAED 18.5 million in the years ending on 31 December 2006 and 2007, respectively. The decrease was related toexceptional interest income received on the AED 475.0 million proceeds of the capital increase followingincorporation of Depa United Group (PJSC) in 2006, which were held in short-term bank deposits during theperiod of incorporation in 2006. In addition, finance cost increased in 2007 due to increased financing demandsreflecting the overall growth of our business.

General and administrative expenses

General and administrative expenses increased by AED 55.5 million or 70.5% from AED 78.7 million in theyear ended 31 December 2006 to AED 134.2 million in the year ended 31 December 2007. The increase wasprimarily due to an increase in staff costs of AED 21.0 million or 64.4%, from AED 32.6 million toAED 53.6 million, related to increased administrative headcount required to support our expanded operations aswell as increased salaries offered as we sought to increase staff retention and to offset the effects of inflation.Administrative headcount increased from 123 at 31 December 2006 to 204 at 31 December 2007. The increase wasalso due to an increase in the depreciation of tangible assets by AED 3.4 million from AED 1.7 million in the yearended 31 December 2006 to AED 5.1 million in year ended 31 December 2007 and an increase in the amortizationof intangible assets by AED 7.9 million or 76% from AED 10.4 in the year ended 31 December 2006 toAED 18.3 million in the year ended 31 December 2007. Other general and administrative expenses also increasedby AED 23.0 million or 67.6% from AED 34.0 million in the year ended 31 December 2006 to AED 57.0 millionin the year ended 31 December 2007, reflecting increased rent, provision for doubtful debts expenses, travellingand communication expenses, contract related administrative expenses and consultancy fees.

Share of profit/(loss) in associates

Share of profit of associate companies increased by AED 5.9 million or more than two-fold fromAED 2.5 million in the year ended 31 December 2006 to AED 8.4 million in the year ended 31 December 2007.The increase was attributable to our increased share of profits reported by Design Studio, TCMC, and new shareof profit reported by newly acquired shares in JWICO and Deolight Trading LLC.

Taxation

Income taxation decreased by AED 4.5 million, from AED 6.2 million in the year ended 31 December 2006to AED 1.7 million in the year ended 31 December 2007. The decrease in income taxation was principally due totax refunds accrued by Depa for Hotels SAE in Egypt of AED 1.2 million as 2006 pre stated financials reflectedhigher taxable income which revealed lower after restatement and near completion of projects. In addition, incometaxation decreased as taxable income from high-tax jurisdictions, such as Qatar, declined in 2007 mainly due tothe near completion of projects such as the Museum of Islamic Arts.

Net profit for the year

Due to the factors discussed above, net profit for the year after minority interest increased byAED 67.3 million or 72.2% from AED 93.2 million in the year ended 31 December 2006 to AED 160.5 million inthe year ended 31 December 2007.

Comparison of the Years Ended 31 December 2005 and 31 December 2006

Contract income

Contract income was AED 199.2 million and AED 84.4 million, respectively, for the Depa Predecessor Groupand the Deco-Eldiar Predecessor Group in the year ended 31 December 2005 and AED 1,048.1 million for ourGroup in the year ended 31 December 2006. Excluding acquired and newly established businesses, which reflected

A10.9.2.2

41

Four SeasonsMumbai, India

11.5% of increased contract income during 2006, contract income would have been AED 960.5 million for the yearended 31 December 2006. UAE contract income was AED 168.9 million and AED 84.4 million, respectively, forthe Depa Predecessor Group and the Deco-Eldiar Predecessor Group in the year ended 31 December 2005 andAED 722.9 million for our Group in the year ended 31 December 2006. Rest of MENA contract income wasAED 30.3 million for the Depa Predecessor Group in the year ended 31 December 2005 and AED 325.2 millionfor our Group in the year ended 31 December 2006. The Deco-Eldiar Predecessor Group did not operate outsidethe UAE in the year ended 31 December 2005. We did not have any operations outside the MENA region in either2005 or 2006.

The increase in contract income was primarily attributable to an increased number and size of projectsawarded in 2006, reflecting both the growth of our business and our increased capacity to take on larger projects.Projects undertaken during 2006 included The Shoreline Apartments – Jumeirah and the Dubai Festival Cityprojects, which reflected 21.8% of overall contract income during the period. Apart from increased contractvolume in our core interior contracting business, increased contract income reflected the consummation of workon the Museum of Islamic Art in Doha, Qatar by our joint venture Mivan Depa and our acquisition of DragoniInternational Limited in September 2006, contributed AED 186.4 million and AED 78.6 million, respectively, tocontract income during the year ended 31 December 2006.

Cost of sales

Cost of sales was AED 164.0 million and AED 67.8 million, respectively, for the Depa Predecessor Groupand the Deco-Eldiar Predecessor Group in the year ended 31 December 2005. For the year ended31 December 2006, cost of sales for our Group increased to AED 886.2 million, primarily related to increasedoperations over the period. Excluding acquired and newly established businesses, which reflected 10.8% ofincreased cost of sales over the period, cost of sales would have been AED 815.2 million for the year ended31 December 2006. UAE cost of sales was AED 138.7 million and AED 67.8 million, respectively, for the DepaPredecessor Group and the Deco-Eldiar Predecessor Group in the year ended 31 December 2005 andAED 594.1 million for our Group in the year ended 31 December 2006. Rest of MENA cost of sales wasAED 25.3 million for the Depa Predecessor Group in the year ended 31 December 2005. For the year ended31 December 2006, Rest of MENA cost of sales was AED 292.1 million, reflecting increased costs in Depa forHotels SAE in Egypt due to the execution of a number of new contracts and unexpected delays and cost overrunsin major projects.

Gross contract profit

Due to the foregoing reasons, gross contract profit was AED 35.2 million and AED 16.6 million, respectively,for the Depa Predecessor Group and the Deco-Eldiar Predecessor Group in the year ended 31 December 2005 andAED 161.9 million for our Group in the year ended 31 December 2006. Of this increase, 15.2% was attributableto acquisitions effected and new operations established during the year. Excluding acquisitions and newestablishments, gross contract profit would have been AED 145.2 million in 2006. UAE contract profit wasAED 30.2 million and AED 16.6 million, respectively, for the Depa Predecessor Group and the Deco-EldiarPredecessor Group in the year ended 31 December 2005 and was AED 128.8 million for our Group in the yearended 31 December 2006. Rest of MENA contract profit was AED 5.0 million for the Depa Predecessor Group inthe year ended 31 December 2005 and AED 33.1 million for our Group in the year ended 31 December 2006.

Gross contract profit margin was 17.7% and 19.7%, respectively, for the Depa Predecessor Group and theDeco-Eldiar Predecessor Group in the year ended 31 December 2005 and 15.4% for our Group in the year ended31 December 2006, as the increase in costs outpaced the increase in revenues. Excluding the effect of acquisitionsand new establishments, gross contract profit margin would have been 15.0% in 2006. UAE contract profit marginwas 17.9% and 19.7%, respectively, for the Depa Predecessor Group and the Deco-Eldiar Predecessor Group inthe year ended 31 December 2005 and 17.8% for our Group in the year ended 31 December 2006. Rest of MENAcontract profit margin was 16.5% for the Depa Predecessor Group in the year ended 31 December 2005 and 10.2%for our Group in the year ended 31 December 2006.

42

General and administrative expenses

General and administrative expenses were AED 20.5 million and AED 8.9 million, respectively, for the DepaPredecessor Group and the Deco-Eldiar Predecessor Group in the year ended 31 December 2005 andAED 78.7 million for our Group in the year ended 31 December 2006, which represented an increase of 167.7%in 2006. The increase was primarily due an increase in staff costs related to increased administrative headcountrequired to support our expanded operations as well increased salaries offered as we sought to increase staffretention. Administrative headcount increased from 46 at 1 January 2005 to 49 at 31 December 2005 and 123 at31 December 2006. The increase in general and administrative expenses also reflected amortization of intangibleassets of AED 10.4 million in 2006 related to the formation of the Group. Other expenses increased due toincreased expenses required to support activities and growth control in addition to inflation, of which overall rentwas a significant portion.

Gain on acquisition of subsidiary

We recognised a gain of AED 12.2 million in the year ended 31 December 2006, compared to nil in 2005.This reflects the gain on acquisition resulting from the fair value of net assets acquired for Eldiar being more thanthe consideration paid.

Other income

Other income was AED 8.2 million and AED 0.9 million, respectively, for the Depa Predecessor Group andthe Deco-Eldiar Predecessor Group in the year ended 31 December 2005 and AED 6.7 million for our Group inthe year ended 31 December 2006. In the case of the Depa Predecessor Group, other income in 2005 includedAED 2.0 million related to profit from proceeds of disposals of investments, mainly in Egypt and Jordan, in theform of shares and cash. Other income in 2006 included support, management and commission fees to otherexternal companies of AED 2.2 million, compensation received from closed projects on additional approved worksof AED 1.7 million, income from labour camp rent and labour supply to external companies of AED 1.1 millionand reversals of provisions and doubtful debts of AED 1.0 million.

Net finance income/(cost)

Net finance income was AED 0.4 million and AED (0.1) million, respectively, for the Depa PredecessorGroup and the Deco Eldiar Predecessor Group in the year ended 31 December 2005 and AED 4.9 million for ourGroup in the year ended 31 December 2006. The increase was primarily due to interest income received on theAED 475.0 million proceeds of the capital increase following incorporation of Depa United Group (PJSC) in 2006,which were held in short-term bank deposits.

Share of profit/(loss) in associates

The Depa Predecessor Group’s share in associate companies resulted in a loss of AED 0.1 million in the yearended 31 December 2005 due to losses in Al Tawasoul Property Development Company LLC, an associatecompany which holds an interest in the newly built Al Salam Rotana Hotel in Sudan which generated a loss in itsfirst year of operation. Our return on shares in associate companies increased to a profit of AED 2.5 million in theyear ended 31 December 2006, resulting from reported share of profits in Design Studio of AED 2.0 million andTCMC of AED 0.5 million during the period.

Taxation

Income taxation was AED 1.4 million for the Depa Predecessor Group in the year ended 31 December 2005and AED 6.2 million for our Group in the year ended 31 December 2006. The Deco-Eldiar Group was not subjectto taxation in 2005. Our marginal tax rate increased from 4.4% in 2005 to 5.7% in 2006, reflecting increased profitbefore tax in subsidiaries located in jurisdictions with higher tax rates.

Net profit for the year

Due to the factors discussed above, net profit before minority interest for the year was AED 21.8 million andAED 8.5 million, respectively, for the Depa Predecessor Group and the Deco-Eldiar Group in the year ended31 December 2005 and AED 103.3 million for our Group in the year ended 31 December 2006.

43

Four SeasonsMumbai, India

Liquidity and Capital Resources

Our principal sources of liquidity have traditionally consisted of net cash flows provided by our operatingactivities, financing from credit institutions and capital contributions from our shareholders. Our operating cashflows and borrowing capacity, taken together, provide adequate resources to fund our ongoing operatingrequirements and future investments related to the expansion of our business. In our directors’ opinion, our cashflow from operations, financing activities and other sources of liquidity described below will be sufficient for usto meet our working capital and debt service requirements for the next 12 months.

We have in the past derived, and we expect to continue to derive, substantially all of our revenues from fundsgenerated by our operating subsidiaries, mainly in the form of management fees, intercompany cash exchange ordividends, and therefore rely on the ability of these companies to transfer funds to us.

The table below presents our cash flows for each of the years ended 31 December 2006 and 2007,respectively:

Year Ended 31 December 2006 2007 2007

1111 1111 1111

Our Group(consolidated) Our Group Our Group

(restated) (consolidated) (consolidated)qqqq qqqq qqqq

(AED in millions) (US$ in millions)

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . (123.4) (43.2) (11.8)Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . (502.0) (119.7) (32.6)Net cash provided from financing activities . . . . . . . . . . . . . . . . . . . . 673.8 183.5 50.0

Cash and cash equivalentsBeginning cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . 0.0 48.4 13.2Ending cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.4 69.1 18.8

111 111 111

Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . 48.4 20.7 5.6111 111 111111 111 111

Operating activitiesNet cash used in operating activities decreased by AED 80.2 million from AED 123.4 million in the year

ended 31 December 2006 to AED 43.2 million in the year ended 31 December 2007. The decrease in net cash usedin operating activities was mainly a result of increased amount of receivables from customers on constructioncontracts (revenue in excess of billing) from AED 324.9 million as on 31 December 2006 compared withAED 437.4 million as on 31 December 2007 and an increase in amounts of trade receivables and other currentassets from AED 369.5 million as on 31 December 2006 to AED 545.1 million as on 31 December 2007.Inventories increased from AED 9.8 million as on 31 December 2006 to AED 71.3 million as on 31 December2007 due to increased inventories required to ensure timely performance at two large projects (the Burj Dubai andthe Dubai Duty Free in 2007) as well as by more preferential certification and payment terms granted to customers.

Investing activities

Net cash used in investing activities decreased by AED 382.3 million from AED 502.0 million in the yearended 31 December 2006 to AED 119.7 million in the year ended 31 December 2007. The larger amount of cashused in investing activities in 2006 was largely due to the acquisition of a number of subsidiaries in 2006 by DepaInteriors LLC.

Financing activities

Net cash from financing activities decreased by AED 490.3 million from AED 673.8 million in the year31 December 2006 to AED 183.5 million in the year ended 31 December 2007. The larger amount of cash fromfinancing activities in the year ended 31 December 2006 was principally due to the capital increase ofAED 475.0 million which was carried out in relation the formation of Depa United Group (PJSC) in 2006.

A.10.10.04

OSR A.1.1.1 (12)

44

Indebtedness

We have historically financed a significant portion of our expansion through bank borrowings. In general, ourfinancing agreements contain a number of covenants and restrictions, including financial covenants, limitations onincurring further indebtedness and granting liens on our properties and prohibitions on sales of assets. They alsotypically include cross defaults to other of our indebtedness. These covenants and restrictions impose limitationson the way in which we conduct our business, and may prevent us from raising further debt financing should weneed to do so. Our indebtedness is obtained by our subsidiaries and is secured by corporate guarantees from us.

The following table summarises our net indebtedness for the years ended 31 December 2005, 2006 and 2007:

Year ended 31 December2005 2005 2006 2007 2007qqq qqq qqq qqq qqq

Depa Deco-EldiarPredecessor Predecessor Our Group

Group Group (consolidated) Our Group Our Group(combined) (combined) (restated) (consolidated) (consolidated)qqq qqq qqq qqq qqq

(AED millions) (US$ millions)

Cash and bank balances (A) . . . . . . . . . . . . . . 41.1 0.3 48.4 69.1 18.8Bank loans (B) . . . . . . . . . . . . . . . . . . . . . . . . . 23.9 0.2 214.2 398.6 108.6Current (C). . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.7 0.2 173.4 303.7 82.8Non-current (D) . . . . . . . . . . . . . . . . . . . . . . . . 6.2 0.0 40.8 94.9 25.9Total current net indebtedness (A-C) . . . . . . . 23.4 0.1 (125.0) (234.6) (63.9)Total non-current net indebtedness (A-D). . . . 34.9 0.3 7.6 (25.8) (7.0)

111 111 111 111 111

Total net indebtedness (A-B). . . . . . . . . . . . . . 17.2 0.1 (165.8) (329.5) (89.8)111 111 111 111 111111 111 111 111 111

The increase in indebtedness in 2007 was mainly sourced from two long term borrowing agreements for thepurpose of supporting capital expenditures and acquisitions; an AED 100.00 million revolving loan fromCommercial Bank of Dubai and a US$ 55.0 million syndicated loan arranged by BNP Paribas Bank, which will berepaid over three years from utilization.

Capital Expenditures and Investments

Historically, we have financed our capital expenditures through a combination of net cash flows provided byour operating activities, financing from credit institutions and capital contributions from our shareholders, and weexpect that a portion of the proceeds of the Offering will be applied towards capital expenditures in the currentfinancial year. See “Use of Proceeds”.

Capital expenditures (which represents fixed assets additions) amounted to AED 12.6 million andAED 0.8 million, respectively, for the Depa Predecessor Group and the Deco-Eldiar Predecessor Group in the yearended 31 December 2005. Capital expenditures for our Group amounted to AED 92.6 million in the year ended31 December 2006 and AED 70.9 million in the year ended 31 December 2007 to support our geographicalexpansion and organic growth. Of this, investments in property, plant and equipment were AED 3.1 million andAED 0.3 million, respectively, for the Depa Predecessor Group and the Deco-Eldiar Predecessor Group in 2005,AED 65.4 million in 2006 and AED 44.9 million for our Group in 2007. Investment in the acquisition of strategicstakes in associates amounted to AED 0.2 million and nil, respectively, for the Depa Predecessor Group and theDeco-Eldiar Predecessor Group in the year ended 31 December 2005 and AED 13.7 million and 56.0 million forour Group in the years ending on 31 December 2006 and 2007, respectively. Investment in available for saleinvestments amounted to AED 10.5 million and nil, respectively, for the Depa Predecessor Group and theDeco-Eldiar Predecessor Group in the year ended 31 December 2005 and AED 1.6 million and AED 35.5 millionfor our Group in the years ending on 31 December 2006 and 2007, respectively.

OSR A1.2.1 (2)(g)

A10.10.1

A10.10.2

A10.10.3

A10.10.4

45

Naif MillenniumMotor Yacht

We have budgeted capital expenditures and investments of approximately AED 1,150.0 million andAED 525.0 million in the years ended 31 December 2008 and 31 December 2009, respectively. Of each amount,approximately AED 300.0 million and AED 70.0 million is budgeted for our existing operations and organicgrowth in the year ended 31 December 2008 and 31 December 2009, respectively. We expect to make capitalexpenditures of approximately AED 85.0 million and AED 15.0 million for our UAE operations, approximatelyAED 60.0 million and AED 20.0 million for our operations in the Rest of MENA and AED 155.0 million andAED 35.0 million for our operations in the Rest of the World in the years ended 31 December 2008 and31 December 2009, respectively. Our capital expenditures will focus primarily on organic growth and investmentsin new manufacturing facilities. We expect to spend approximately AED 180 million and AED 10 million, in theyears ended 31 December 2008 and 31 December 2009, respectively, on such projects. In addition, we expect tospend approximately AED 120.0 million and AED 60.0 million in the years ended 31 December 2008 and31 December 2009 to support our contracting business. We anticipate making investments of approximatelyAED 850.0 million AED 455.0 million during the years ended 31 December 2008 and 31 December 2009,respectively. These investments will be focussed on making equity investments in new associated companies.

Contractual Commitments

The table below sets forth, as at 31 December 2007, our contractual obligations based upon the period inwhich payment is due.

Less 5 yearsthan 1 year 1-5 years and more Totalqqq qqq qqq qqq

(AED in millions)

Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7 0.4 – 1.1Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303.7 94.9 – 398.6Contractually committed investments(1) . . . . . . . . . . . . . . . . . . . . . . . . 38.6 – – 38.6Long-term payables(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.3 41.8 – 83.1

111 111 111 111

Total(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 384.3 137.1 – 521.4

(1) These amounts represent commitments to purchase additional shares or invest a specific amount in certain businesses during 2008.(2) These amounts represent payables for the purchase of property, plant and equipment and subcontract retention which are payments

withheld from subcontractors until projects are completed.(3) Certain of these obligations are denominated in currencies other than UAE dirhams, and have been translated from foreign currencies

into UAE dirhams based on the interbank rate in effect at 31 December 2007 (as quoted by OANDA). As a result, the actual paymentswill vary based on any change in the exchange rate.

(4) This table does not include employees’ end of service benefits due to the lack of predictability of the timing of such payments and doesnot include purchase commitments entered into in the normal course of business.

Off-Balance Sheet Arrangements

We have entered into a number of guarantees, performance bonds and standby letters of credit, principally inconnection with our performance obligations under contracts. At 31 December 2007, we had guarantees,performance bonds and standby letters of credit outstanding in an aggregate amount of AED 612.5 million.

Disclosures about Market Risk

Currency Risk

While we have historically operated in jurisdictions, such as the UAE, where the currency is pegged to theUS dollar, we are increasingly engaging in transaction in other markets, through which we are exposed to foreignexchange risks arising from various currency exposures. In 2007, 89.4% of our contract revenue was derived fromcurrencies that were pegged to the US dollar, with the remainder primarily in Egyptian pounds, Moroccan dirhamsand Indian rupees. We are exposed to both transactional and translational currency risk, as described above under“Risk Factors – Factors Affecting Financial Condition and Results of Operations – Exchange rate fluctuations”.We seek to hedge our transactional currency risk but not translational risk.

We use derivative financial instruments, such as foreign exchange forward contracts, including bonus forwardoptions and European knock-in forwards to cover our euro exposure based on a semi annual currency need analysisconducted. The total value of such hedging contracts entered into for the year ended 31 December 2007 was€5.5 million. However, as most of our revenues were derived from US dollar pegged currencies, we do not engage

A10.10.5

46

in currency hedging transactions related to most of our contract volume. We also depend substantially on matchingthe currencies of our receivables with those of our liabilities to create a natural hedge to reduce the currency riskof our operations. We did not have any derivative contracts outstanding at 31 December 2007.

Interest Rate Risk

We have not been exposed to high volumes of long term borrowing in 2005 and 2006. We have a long termrevolving loan of AED 100.0 million and a syndicated loan of US$55.0 million late in 2007 on a floating interestrate basis. We have arranged for interest rate swaps for a median of US$30.0 million to hedge our interest rateexposure in 2008.

Backlog

We include interior contracting projects in our portfolio of future awarded projects (Backlog) at such time asa contract is awarded or a firm letter of commitment is obtained and funding is in place. As a result, the figuresrepresenting our Backlog are firm, subject only to any provisions that allow cancellation after a contract isawarded.

Our Backlog at 31 December 2007 was AED 1,619.0 million compared to AED 1,672.9 million andAED 979.4 million at 31 December 2006 and 2005, respectively. Our decrease in backlog at 31 December 2007was the result of measures taken based on a strategy to limit the number of long-term contracts that expose us topricing related risks by seeking projects that are on more certain timeframes. The following table presents ourBacklog, new contracts awarded and revenues recognised for the years ended 31 December 2005, 2006 and 2007.Revenue recognised in the table below includes agreed variations with customers.

Beginning Newyear Contracts Revenue Year End

Year ended 31 December Backlog Awarded Variations Recognised Backlogqqqqqqq qqq qqq qqq qqq qqq

(AED in millions)

2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.9 1,221.9 4.2 (283.6) 979.42006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 979.4 1,788.0 (46.4) (1,048.1) 1,672.92007. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,672.9 988.3 377.6 (1,419.8) 1,619.0

We estimate that approximately AED 332.0 million or 20.5% of our Backlog at 31 December 2007 will notbe completed in 2008. In addition to this backlog, we are continuously working on securing a pipeline of potentialprojects which comprise projects that we are in the process of bidding for, or may bid for, or projects we haveagreed to undertake subject to finalisation of terms and conditions.

A10.5.2.3

47

DeLisle IIIMotor Yacht

BUSINESS

Overview

We are a leading provider of interior contracting services in the MENA region and Asia. We operateprincipally in the luxury fit-out sector with a focus primarily on the hospitality, commercial and residentialproperty developments as well as airport, retail, yacht, theming and specialist fit-out sectors. In addition, we are aprovider of manufactured products and procurement services, with a specific focus on customised furniture,fixtures and equipment (FF&E), which we use in our in-house operations as well as provide to third parties.

The range of business activities we perform comprise:

• Interior contracting: focuses on luxury interior fit-out services, which include the installation andfinishing of floors, walls, ceilings, fixed joinery, panelling, wood-works, doors and frames; specialisedinterior fit-out for hospitality, residential property developments, airports, retail spaces, yachts andtheming projects; and refurbishment projects. As part of our interior contracting services, we providecomprehensive project management services including design development assistance, value engineeringand professional installation, which allows us to provide comprehensive solutions for complex interiorcontracting projects.

• Manufacturing: comprises a network of factories and joineries which produce FF&E, including fittedfurniture, doors, cabinets, soft furnishings, stand-alone furniture, carpets and rugs and architectural metalworks for use in our interior contracting business as well as for third-parties.

• Procurement: involves the procurement of supplies and materials from third parties to support andcomplement our interior contracting and manufacturing operations as well as carrying out third partyprocurement contracts for specific FF&E projects.

We have been providing interior contracting services since 1996 and have established a strong reputationwithin the industry and markets in which we operate through executing large and complex projects. These projectsinclude the fit out of Burj Dubai, the Burj Al Arab Hotel and Emirates Palace Hotel in the UAE, the Museum ofIslamic Art in Doha, Qatar, the Four Seasons Hotel in Egypt, the Four Seasons Hotel in Mumbai, India and theMazagan Hotel in Morocco. Over the last three years, we have completed over 50 interior contracting projects inthe hospitality sector with an aggregate value of AED 1,171.7 million, or US$319.3 million, as well as numerousother interior contracting projects in various sectors including residential property development, airport, retail,yacht, and specialist fit-out.

We operate through an integrated network of subsidiaries, affiliates and representative offices located in theUAE, Saudi Arabia, Qatar, Egypt, Jordan, Morocco, India, Thailand, China, Singapore, the UK, the Netherlandsand the US. Through this network we have successfully executed projects in over 20 countries. For the year ended31 December 2007, 81.5% of our contract income and 76.2% of our gross contract profit were derived from ouractivities in the UAE; 15.9% and 16.4%, respectively, were derived from our activities in other jurisdictions withinthe MENA region (the Rest of MENA); and 2.6% and 7.4%, respectively, were derived from our activities outsidethe MENA region (the Rest of the World).

We have experienced significant growth over the last three years. This growth has been achieved, in part,through the establishment of operations in a number of jurisdictions and through acquisitions and entering into newjoint ventures. We have established new operations in a number of new geographic markets including Saudi Arabia,Morocco, India, Syria, Sudan and Libya. We have also acquired several joinery businesses, a procurementcompany and specialised interior fit-out businesses; which has facilitated the continuing backward integration ofour supply chain. Our contract income for the years ended 31 December 2007 and 2006 was AED 1,419.8 millionand AED 1,048.1 million, respectively, which represented an increase of 35.5% in 2007 over the prior year.Our net profit before minority interest for the years ended 31 December 2007 and 2006 was AED 181.0 millionand AED 103.3 million respectively, which represented an increase of 75.2% in 2007 over the prior year. Inaddition, our total number of employees for the years ended 31 December 2007, 2006 and 2005 was 7,112, 4,760and 1,044, respectively, which represented an increase of 49.4% in 2007 and more than a four-fold increase in 2006over the prior year.

OSR A.1.1.1(15)(a)

OSR A.1.1.1(15)(b)

OSR A.1.1.1(15)(b)

48

Industry

We view our core industry as the MENA luxury interior-contracting industry. The interior contracting industryis relatively fragmented generally and is particularly so in the MENA region. In the MENA region, the industry iscomprised of a number of players with different roles and scopes of operations, including FF&E manufacturers,fit-out contractors, project management companies and speciality contractors. Fit-out projects in the MENA regionrange in size and scope from mass-market low-end developments (which tend to be carried out by either smallergeneral contracting companies or the main contracting company) to high-quality luxury projects, which requirespecialist expertise and resources (which tend to be carried out by larger, specialist contractors). The clients in thisindustry are diverse and include government entities, construction contractors, hotel developers or owners,commercial property developers, museums, theme parks, homeowners and others.

Growth in the interior contracting industry in the MENA region has been fuelled by overall economic growthacross the region and particularly by the number of construction projects in the hospitality, residential andcommercial property sectors. We believe the interior contracting industry has experienced significant growth in theMENA region over the last five years. This growth has been driven by a number of factors including an increasein the number of high net-worth individuals in the region, the strong demand for new hotels and residentialdevelopments, rapid urbanisation, the development of retail spaces and malls (particularly in the UAE) as well ashigh levels of internal and foreign investment with the migration of international luxury brands that requirespecialist interior fit out.

In a 2007 report, HVS International estimated that approximately 23,000 hotel rooms were set to enter themarket in the Middle East in 2007, 27,000 in 2008, 18,000 in 2009 and 13,000 in 2010. In the same survey,HVS International estimated that approximately 50% of these projects would be in the UAE and that the majorityof these projects will be luxury hotels.

History

We were incorporated as a company limited by shares in the DIFC on 25 February 2008. Through ourmajority ownership of Depa United Group (PJSC), we are the ultimate holding company of the Group. The Groupwas established in 1996 by Mr. Mohannad Sweid, our current chief executive officer, and certain other individuals.In 1998, the Group’s operations were significantly expanded with the acquisition of an Italian based interiorcontractor and the relocation of its headquarters to Dubai. Through a combination of various subsidiaries, jointventures and acquisitions across a number of countries and market segments within the interior contractingindustry, we have grown to become a leading provider of interior contracting services as well as a provider ofmanufacturing products and procurement services. See “Additional Information” for an illustration of ourcorporate organisational chart and a list of our subsidiaries, joint ventures and affiliates and their respectiveoperations.

OSR A.1.1.1(15)(a)

A10.5.1.5

49

Museum of Islamic ArtsDoha, Qatar

Set forth below is a chronological overview of the principal events, history and growth of our business.

* Currently under formation

50

Representative officein China

(procurement)

Depa foDevelopment Co.

Ltd (Sudan)

Depa USA Holding Co

r

Pino Meroni for Metal & Wood

Industries (manufacturing)

Mivan Depa Contracting LLC

(specialist & theme oriented fit out)

Depa Saudi LLC (interior fit-out)

1996 1998 1999 2000 2001 2005 2006 2007 2008

Acquisition of Deco Emirates LLC

(Dubai)(shop fit-out)

Acquisition of stake

(manufacturing ocabinetry and othe

furniture)

f r

Acquisition of 60% of Dragoni

International (Dubai) (joinery and doomanufacturing)

Acquisition of 51% r

Company (USA) (FF&E procurement)

r

of The Parke

Acquisition of 45.1% Decolight

LLC (Dubai)(lighting

procurement &lighting fit-our

design)

f Trading o

Started operations in

UAE

Acquisition oItalian interior contractor by

founders

Depa InteriorsLLC, (Dubai)

(interior fit out)

INC

OR

PO

RA

TIO

NS

AC

QU

ISIT

ION

S

f

Lindner DepaInteriors LLC

(Dubai)(airport and

hospital interiors)*

Eldiar IndiaPrivate Limited

(furnituremanufacturing

& Joinery)

Depa Syria forContracting &

PropertyDevelopment (JSC)

(interior fit-out)

Depa UnitedContractingCompany(Libya)*

(interior fit-out)

in JWICO (Jordan)

Acquisition ofEldiar (Abu Dhabi)

(door & furnituremanufacturing)

Acquisition of 21%of Thailand Carpet

ManufacturingPublic Company

Limited (Thailand) (carpet

manufacturing)

Depa Qatar WLL (interior fit-out)

Pino Meronifor Yacht

Interiors LLC(yacht fit out)

(manufacturing)

Depa AbuDhabi (interior

fit-out)

Depa IndiaPrivate Limited(interior fit-out)

DEPAMAR SARL(Morocco)

(interior fit-out)

Depa AlbarakahLLC (gypsum

products &contracting)

Joint Venturewith Design

Studio(Singapore)*

(interior fit-out)

Acquisition ofstake in Design

Studio(Singapore)(cabinetry &woodworks)

Depa forHotels SAE

(Egypt) (interiorfit out)

Competitive Strengths

We believe that we benefit from the following key strengths:

Leading presence in and exposure to high growth markets

We have significant experience in the high-growth regions of the GCC and Egypt, which have in recent yearsseen exponential growth in the hospitality sector as well as other areas. In addition, in recent years we haveexpanded our operations to other countries in the MENA region and Asia, with new operations in Morocco, Libya,Syria and India. Our contract income is currently derived from our operations in a number of markets, whichreduces our reliance on any single market and increases our financial visibility through a diverse project pipeline.For the year ended 31 December 2007, 81.5% of our contract income was generated from operations in the UAE,while 6.0% of revenues was derived from operations in other GCC countries, 9.9% of revenues were generatedfrom operations in North Africa and 2.6% of revenues were generated from operations in other parts of the world.In addition, HVS International reports that 253 hotels are expected to be built in the MENA region between 2008and 2011. We expect that the projected growth in the hospitality sector coupled with steady growth in other sectors,including residential and commercial property development and public sector infrastructure projects, will likelyfuel demand for interior contracting services throughout the region.

We have maintained a leading position in the luxury hotel interior contracting sector across the MENA region.In Dubai, between 2003 and 2006, we held an average market share of 31% of all interior contracting works, whichcomprised interior fit-out and furniture and fixture installation works commissioned for newly opened luxury fivestar hotels in the Dubai market. In the same period, we also completed interior fit-out works on five of the sevenluxury five star hotels built in Egypt. We believe that our market leading position in the MENA region combinedwith our uniquely integrated product and service offerings should allow us to benefit from future growth in thesemarkets, particularly as, in our experience, clients tend to prefer contractors with a global presence and proventrack record.

Strong track record and reputation

We have provided interior contracting services on many of the highest-profile real estate development projectsin the world, including the Burj Al Arab Hotel and the Burj Dubai tower in Dubai and the Emirates Palace Hotelin Abu Dhabi and the Museum of Islamic Arts in Doha, Qatar. These projects often have accelerated completionschedules, require flexibility in adapting to design changes, demand the highest quality control standards andrequire significant financial resources. We believe we have developed a reputation for executing challengingprojects on time, on budget and in accordance with contractually mandated specifications and designs. Our abilityto efficiently execute these projects has, in recent years, raised our brand awareness and strengthened our abilityto successfully tender for new projects and to secure additional mandates from existing customers. Moreover, wehave been able to build on our reputation in our core markets as we look to expand into new markets. For example,our reputation in Dubai has facilitated our entry into the Moroccan market where we are currently executing fourprojects, including the Atlantis project for the Kerzner Group in El Jadida, Morocco and in India where we arecurrently working on the Four Seasons project in Mumbai.

We maintain strong, long-term relationships with many of our clients, which include project owners, propertydevelopers and main contractors, such as Nakheel Pvt JSC, Emaar Properties PJSC, the Talaat Moustafa Group(owner of three Four Seasons hotels in Egypt among other properties), the Al Futtaim Group, Kerzner Group, andthe Rotana Hotel Company. These relationships in certain circumstances enable us to negotiate, rather than bid for,projects. In addition, as our customers expand into new geographic markets, we expect that our prior experiencewith them will assist us in our own expansion into new markets through both their recommendations and our abilityto secure repeat work from them. These relationships are also valuable as renovations or expansions to existingfacilities occur frequently in the hospitality industry and, we believe, will become a larger portion of the MENAmarket as the number of hotels in the market increases. For example, we recently completed refurbishment workon the Bustan Rotana Hotel in Dubai, which we initially fitted out in 1996.

We believe that our strong reputation and track record has enabled us to secure a sizeable portfolio of futureprojects. As at 31 December 2007, we secured a portfolio of future projects amounting to AED 1,619.0 million.Of this amount, we believe that approximately 20% will be carried forward from the current fiscal year. In addition,

A10.6.5

51

Tiara ResidenceDubai, UAE

we have a substantial portfolio of projects under negotiation. Given the expected pipeline of new business in theregions we operate, we always seek to ensure that we do not contract in advance our full capacity and take adisciplined approach to managing our exposure to financial risks. We believe that this allows us the flexibility totake on new attractive opportunities that arise on short notice. In addition, consistent revenues derived from ourvarious operations and ongoing project base ensures that we maintain adequate levels of liquidity to fund ouractivities.

Vertically integrated supply chain

Our unique vertically integrated structure with in-house operations at several points in the manufacturing andprocurement supply chain supports our interior fit-out services. This structure:

• allows us to control costs, ensure access to timely delivery of materials and products and maintain qualitycontrol over materials used;

• allows us to source the raw materials and equipment required to execute the majority of projects weundertake;

• creates an integrated supply chain which enables us to better capture upstream profits by eliminatingintermediaries;

• serves to minimise exposure to variable contract pricing risks that are incumbent in third partycontracting; and

• serves as a differentiating factor from our competition as we are able provide comprehensive interiorcontracting solutions for most projects. This is the preferred model in many of the markets in which weoperate where customers seek professional and integrated services, rather than providing projectmanagement themselves.

In addition to supplying goods and services to our interior contracting business, our manufacturing andprocurement businesses also generate revenues externally through their own portfolio of projects and clients.Our joinery facilities are able to offer high-value products and services on third-party projects, while minimizingthe risk of capacity shortages and delivery delays. This is accomplished by combining the manufacturing capacitiesand specialties of the joineries, which has permitted our manufacturing subsidiaries to aggressively seek projectsthat have resulted in a further diversification of our revenues.

We have also entered into strategic partnership agreements with some of the leading suppliers, manufacturersand interior contracting companies in the countries in which we operate and to which we seek to expand.These relationships allow us to ensure the availability of quality materials for the completion of projects while alsoproviding us with a platform from which we can penetrate new markets. Examples of these efforts include ourinvestments in Thailand Carpet Manufacturing Public Company Limited (TCMC) and Design Studio FurnitureManufacturer Ltd (Design Studio). TCMC have positioned us to better penetrate the interior contracting market inThailand and gives us better access to high-quality carpets for use in our interior fit out projects. Design Studio hasassisted us in completing interior contracting mandates in a number of countries by supplying, on short notice, highquality cabinets and other materials within client prescribed budgets and project timelines. Design Studio alsoprovides us with access to a portfolio of clients in the Singaporean interior fit-out market.

Highly-skilled core resources and access to a flexible workforce

Skilled labour shortages are a significant issue in our core markets. We have a large and highly-skilledworkforce that enables us to adequately staff projects as required, across our product lines in the various marketsin which we operate, which also reduces our exposure to labour or subcontractor shortages in such markets.This also allows us to better control costs on projects through our ability to better manage all aspects of worksconducted and enables us to efficiently complete the projects within the prescribed deadlines. As many of ourprojects demand high precision and quality craftsmanship, our ability to control project status and provide effectivequality assurance is essential to our reputation and ability to secure new contracts. Due to these considerations,we have in recent years substantially increased the number of administrative staff and construction workers.Separately, we have undertaken a knowledge management effort, which we hope encourages knowledge transferwithin the Group as we continue to grow. This has decreased our dependence on subcontractors in the markets in

52

which we operate. We believe that the strength of our workforce ideally positions us to best take advantage offuture growth.

Experienced management team

Our chief executive officer, managing directors and general managers have between 10 and 25 years ofexperience in the interior contracting industry within the MENA region as well as in other markets. The seniormanagement team oversees the operations of the Group as a whole and provides management support to all oursubsidiaries and joint ventures, while allowing each of our experienced general managers the freedom to developthe business of each subsidiary independently. We have benefited from our management’s experience in a numberof ways, including the implementation of a business growth strategy, management expertise, client developmentand corporate governance. As a result of this experience, we believe our management team is well positioned tomaximise the performance of our business forward and to create value for our shareholders.

Moreover, we are able to better ensure the effectiveness of our management structure through codified policiesand procedures, which are based on international corporate governance standards and principles. These include acode of ethics and business conduct, communication and disclosure policies, board committee regulations, andhuman resources policies and procedures all of which allow us to effectively manage our growth strategy inaccordance with best practice across all markets in which we operate.

Strategy

The key elements of our strategy are as follows:

Strengthen core business through expansion of our supply chain

Our ability to control our supply chain of raw materials and finished products has been a major contributor toour past success. This ability allows us to better manage relationships with upstream suppliers, capture a larger partof the upstream profits by minimising costs; securing a stable supply of raw materials; and ensuring that we meetproject deadlines while maintaining the quality of our final products. We intend to continue this expansion through:

• Acquisitions of businesses within the interior contracting industry to support our core activities, inparticular businesses that produce materials that are difficult to procure due to strong global demand.Such acquisitions allow us to consolidate control of our supply chain while improving quality andmargins. Our acquisition of Dragoni International LLC, which supplies us with doors and other finewoodworks, is an example of such integration.

• Organic growth through expansion within our current subsidiaries and as well as the establishment ofnew manufacturing subsidiaries which support the growth of our interior contracting business. Forexample, Depa Joinery, a division of Depa Interiors LLC, currently supports our interior contractingprojects by consistently ensuring adequate and timely supply of part of the required joinery products andinstallation which enables us to meet our project requirements.

Reduce overall risk and optimise growth through expansion to new geographic markets and offering newproducts and services

We continue to seek to reduce overall operating risk, optimise growth and increase profits by diversifying ourrevenue base through strategic acquisitions of, or investments in, businesses in both new geographic markets aswell as those offering products and services outside our current portfolio.

Geographic diversification. We are currently exploring options for expanding our business to new geographicmarkets including Syria, Indonesia, Malaysia and China. In addition to these markets, we have recently expandedour operations to India and Morocco. These markets have seen rapid growth in the luxury hospitality industry inrecent years and show large potential for future growth. For example, in a 2007 report, World Travel & TradeCouncil indicated that tourism in India has a projected compound annual growth rate of 8.8% between 2004 and2013, while Northern Africa has a projected compound annual growth rate of 5.3% between 2008 and 2017.By continuing to implement our growth strategy in these markets through the recruitment and training of personneland subcontracting teams (such as our hiring of over 650 personnel in Morocco in 2007) as well as the

OSR A1.1.1(16)(a)

53

Four SeasonsDoha, Qatar

54

establishment of additional joineries, currently under formation in India), we believe we are well positioned tobenefit from this projected growth. We continue to expand our business in these high growth markets and alsoexpect to form future joint ventures with partners who have significant presence or expertise in the region we aretargeting. Our joint venture strategy involves the identification of a local partner with expertise and experience inthe relevant market who will be able to offer the benefit of an existing network of clients and suppliers. We arecurrently in the process of establishing a joint venture with Design Studio to expand our interior contractingoperations to Southeast Asia, including Singapore, Thailand, Malaysia, Indonesia and Vietnam.

Product and service diversification. Within the interior-contracting industry we are seeking to expand to areasthat require specialist expertise in niche areas such as airports, transport terminals and hospitals. Our recentactivities in implementing this strategy include:

• Establishing operations in new market segments and offering additional products and services.For example, in 2000 we established Pino Meroni Yacht Interiors LLC (Pino Meroni), which focuses oninterior contracting related to yacht interiors. In addition, we seek to enter joint ventures that expand ourproduct and service offerings by finding partners with significant and reputable expertise in their ownsectors. A recent example of this effort is our joint venture with the Lindner Group, which is currentlyunder formation. Once this joint venture company is formed, we expect to extend our products andservices into the airport and hospital fit-out industries by building upon Lindner Group’s client base andexpertise in these industries.

• Acquiring companies that are engaged in lucrative industries in which we do not currently operate.Recent examples of this effort include our acquisition of Deco Emirates LLC (a UAE companyspecialising in shop-fitting), a controlling stake in The Parker Company (a US company specialising inlarge scale procurement of FF&E) and a 45.1% stake in Decolight Trading LLC (a UAE companyengaged in lighting procurement and lighting design fit-out.

Maintain revenue through project selection

In markets such as Dubai, where we have an established track record and significant market share, our focusis to continue building upon our market leading position and client relationships by capturing a smaller number ofhigh-profile contracts with larger average contract size, relatively higher profit margins and better terms. Our recentaward of a contract for the interior fit out on a portion of the Dubai Metro is an example of this effort. In newmarkets such as Saudi Arabia, our focus is to continue growing our business rapidly by increasing capacity andtaking on a larger number of projects with a view to increasing our revenues, market share and brand awareness.

Business Activities

Our operations comprise interior contracting, manufacturing and procurement activities. Through theseactivities, we are able to provide clients with comprehensive yet flexible interior contracting solutions, which arecustomised to the specific demands of each project. While our manufacturing and interior contracting activitiesfunction independently, we coordinate their operations as needed to ensure the supply requirements on aproject-by-project basis. We operate a central procurement office in China, which coordinates with the variousprocurement departments across the Group for procurement needs, or requirements. We also carry out third-partyprocurement activities which encompass carrying out third-party procurement contracts for specificFF&E projects.

OSR A1.1.1(15)(b)

OSR A1.1.1(15)(e)

A10.6.1.1

The Group’s operating divisions and product offerings are illustrated in the figure below.

While we do not segment contract income among these three activities, our operating subsidiaries, jointventures and affiliates primarily focus on one activity, while occasionally providing secondary support to otheractivities. For a breakdown of contract income of our primary operating subsidiaries and joint ventures and theirprincipal operating activities, please see paragraph 8 under “Additional Information”.

Interior contracting

Interior contracting constitutes our primary business and combines interior fit-out, interior refurbishment andspecialised fit-out services. We also provide design coordination services, which involve the review anddevelopment of concept designs and plans for projects in coordination with each project’s interior designers, thepreparation of detailed computer assisted designs and shop drawings necessary to implement the preliminaryproject designs as necessary to accommodate client preferences and budget constraints. While the hospitalitymarket remains our core market, we have significant experience providing interior contracting services to a numberof high growth, specialised markets and industries including retail outlets, museums, yachts as well as commercialand residential properties.

Interior fit-out services

We provide interior fit-out services to a number of industries. Our role in interior fit-out projects typicallyincludes the fit-out of floors, walls, ceiling finishes, lighting, fixed joinery, doors, frames, panelling and woodworks as well as the installation of furniture and fixtures.

Furniture manufacturing

manufacturing

Metal works

derutcafunaM stcudorPdecivreS seirtsudnI

HotelsResorts

buildingsPalacesLuxury villas

Office buildingsBanksRetail malls

Theme parksMuseums

ShopsDepartment stores

Cruises

Fitted furniture & doorsCabinet making

Loose furniture & upholstered furniture

Carpets

Hand tufted carpets

Architectural metalwork

Airports/transport terminalsHospitals

Residential

Commercial

Theming

Shop-Fitting

Yacht Fitting

Soft furniture

Interior Manufacturing

Interior Contracting

Luxury apartment

Yachts

Procurement

Infrastructure

Retail Malls

Depa

Joinery factories

Procurement

Hospitality

A10.7.1

OSR A.1.1.1(15)(e)

55

Shangri–LaAbu Dhabi, UAE

Our clients include some of the leading real estate developers both in the MENA region and the world suchas Emaar, Al Nakheel, Al Futtaim, Kerzner, Lafico Morocco and the Hisham Talaat Group. The types of projectsthat we undertake through our general interior fit out operations are varied and include luxury hotels, apartmentsas well as others. Examples of certain landmark projects that we have completed or on which we are currentlyworking are set out on page 59.

Interior refurbishment

Our interior refurbishment business comprises the refurbishment and upgrading of existing luxury hotels.We have significant expertise in both full scale and partial or “soft” refurbishment projects. “Soft refurbishments”generally involve the replacement of carpeting, upholstery, wallpaper and other furnishings while full scalerefurbishments may include the replacement and upgrading of all furnishings and general fit out, the renovation ofbathrooms, central kitchens and laundry facilities, lifts and air conditioning systems. Hotels typically undertake asoft refurbishment every seven years and a full scale refurbishment every 21 years. Recent refurbishment projectsinclude the refurbishment of the Bustan Rotana Hotel in Dubai, which we had originally completed in 1996, andthe Sheraton Dubai Creek Hotel.

Specialised fit-out services

We provide highly specialised interior fit-out services to a number of industries. Our main areas of activitywithin this area include the fit-out of museums, theme parks, yacht interiors and retail outlets.

We provide specialist fit-out services for museums and theme parks through our joint venture Mivan DepaContracting LLC (Mivan Depa), which began operations in 2006. Our services in this area include theconstruction of facades, show sets and rock works; the installation of specialty lighting fixtures; as well as the fullinterior fit-out of museum showrooms. These projects are unique in nature and require a high level of detail as wellas execution with minimal tolerances for error. Mivan Depa’s recent projects include the complete fit-out of theMuseum of Islamic Arts in Qatar, one of the largest museums in the region and the interior fit-out of the publicareas and other sections of the Atlantis, The Palm resort in Dubai. Mivan Depa’s staff consists primarily of highlyspecialised technicians with extensive experience in, and comprehensive understanding of, thischallenging industry.

We provide yacht fit-out services through our subsidiary Pino Meroni for Yacht Interiors LLC (Pino Meroni),which was established in 2000. Yacht fit-out requires highly skilled technicians specially trained in the manufactureand installation of marine joinery and sophisticated lightweight cladding. Many of Pino Meroni’s staff are highlyskilled and experienced in the specialised techniques required to carry out interior fit-out projects on yachts ofvarying sizes and types, which must be designed and built to the unique and complex contours and specificationsof each yacht. The size of yacht projects on which we work has increased greatly in recent years. For example,we are currently providing fit-out services on a 58 metre Y80 Ocean One Luxury Super Yacht, the fit-out of whichis estimated to cost US$7.0 million. Our customer base in the area is geographically diverse, including customersfrom the MENA region, Europe and recently the United States.

We also provide fit-out services for retail outlets through our subsidiary, Deco Emirates LLC(Deco Emirates), which we acquired in 2006. Fit out of retail outlets often involves short timeframes fromengagement to completion as well as the comprehensive implementation of specified designs that reflect a client’sbrand identity. These projects involve both new retail spaces as well as refurbishment works, which is requiredfrequently as a result of market pressures as well as changes in consumer preferences. Projects recently completedby Deco Emirates include several Burberry outlets, the Dubai Duty Free, and a number of Marks & Spencer outletsin the MENA region, including the largest Marks & Spencer retail outlet outside the United Kingdom.While Deco Emirates has historically operated primarily in the UAE, it is currently undertaking efforts to expandits market presence in the broader MENA region.

Manufacturing

We produce joinery, furniture, fixtures, upholstered furniture and fittings including case goods such asconsoles, tables, television armoires and carpets both for use in our interior contracting projects and for sale in theopen market. Historically we have sourced a portion of materials required in our interior contracting projects fromour manufacturing arm, with the remainder outsourced from third parties.

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Our manufacturing business has two primary functions. The first is to support our core interior contractingbusiness by supplying it with a portion of the necessary materials required to complete interior fit-out projects.Throughout this role, we provide a ready supply of high-quality materials at stable prices. As a result, many of ourjoinery facilities are included within our interior contracting businesses, which provide us reliable access tonecessary supplies in a shorter time frame and at lower prices than would otherwise be available from the openmarket. With respect to our manufacturing operations not dedicated to our interior contracting business,coordination of supply requirements across these two business activities occurs through direct contact between thegeneral managers of the relevant operating companies with support from the commercial and financial managingdirectors. Capacity constraints and budgeting requirements are also discussed and coordinated across the differentoperating companies on a monthly basis by our senior management.

We also provide manufactured products to third parties in the general contracting and construction markets.In most cases, clients engage us directly with respect to a particular contract. Our manufacturing businesses markettheir products directly to contractors and developers in order to be placed on their tender lists. This dual role allowsus to support our interior contracting activities while at the same time providing additional sources of revenue.

We face consistent demand from third parties for products manufactured at our factories. However, our overallstrategy and business model dictates that a portion of production capacity is reserved by most of our manufacturingsubsidiaries for use in our interior contracting business. As interior contracting projects tend to take longer tocomplete than manufacturing projects, our manufacturing subsidiaries are able to reasonably predict excesscapacity for accepting third-party projects. While this may result in our manufacturing factories operating at aslightly lower capacity from time to time, we believe that this is offset by the benefits gained from maintainingcapacity for our core interior contracting business and ensuring that we are able to deliver on our projects withinprescribed deadlines.

The table below provides an overview of the variety of products manufactured at our manufacturing facilities,their key customers and the number of contracts performed by each manufacturing facility over the last three years:

Number ofthird-party awarded

contracts (for theFacility Size year ended

Company Primary Product (sq.m.) 31 December 2007) Key Customersqqqqqqqqqq qqqqqqq qqqq qqqqqq qqqqqq

Deco Emirates LLC Shop-fitting 7,500 93 contracts Marks & Spencer, elements Mexx, Aizone

Pino Meroni for Yacht Yacht-fitting 10,000 10 contracts Mixed base ofInteriors LLC elements international

customers

Depa Joinery (division of Joinery works 2,700 N/A In-houseDepa Interiors LLC) for Depa projects

Eldair Furniture, High-end doors, 14,000 50 contracts Etisalat, TargetsManufacturing and panelling, wardrobes,Decoration LLC furniture and joinery

Pino Meroni for Wood & Joinery works for 16,000 N/A In-houseMetal Industries JSC Depa projects

In addition to the manufacturing facilities described above, our affiliates operate their own factories. JWICO,an affiliate based in Jordan, operates a manufacturing facility producing cabinetry for kitchens and wardrobes,high-end doors, furniture and panelling. In Singapore and Malaysia, Design Studio manufactures cabinetry forkitchens and wardrobes and, in Thailand, TCMC operates a carpet manufacturing facility.

OSR A.1.1.1(15)(b)

OSR A.1.1.1(15)(c)

OSR A.1.1.1(15(e)

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Shangri–LaAbu Dhabi, UAE

58

Procurement

Our procurement activities primarily support our interior contracting and manufacturing businesses throughthe procurement of FF&E and other materials required for our operations. We operate dedicated procurementdepartments within certain subsidiaries and projects as well as a procurement office responsible for Group-wideprocurement based in China. Each of our interior contracting subsidiaries has its own dedicated procurement team,which is responsible for meeting the relevant subsidiary’s procurement needs in conjunction with our centralprocurement office.

The procurement professionals employed across our procurement teams have expertise in quality assuranceand control and carry out inspections on all materials that are ordered from third party suppliers before shipmentto project sites. These inspections seek to ensure that all purchased products comply with our quality standards andmeet the relevant projects’ requirements and specifications. The consistent scale of our orders provide ourprocurement teams with negotiating leverage with key suppliers and positions us strongly to acquire the highestquality materials at the most competitive prices.

In December 2007, we acquired 51% of the shares in The Parker Company, a multinational procurementcompany focused on the hospitality industry based in the United States, with offices in London, Amsterdam andDubai. The Parker Company has over 30 years of experience in the hospitality procurement industry providingclients with a wider range of services including FF&E procurement, the procurement of operating supplies andequipment, warehousing and on-site coordination and installation. We expect that this acquisition will enhance ourprocurement activities by allowing us to carry out third party procurement contracts on particular projects.We intend to retain The Parker Company’s existing management which will allow us to benefit from their expertiseand will enable them to continue to operate and manage the procurement business independently, simultaneouslyallowing them to benefit from our existing network of businesses for support, to the extent it is required. The ParkerCompany has completed procurement works for hundreds of large-scale construction projects includinginternational hotel chains including Hilton, Ritz-Carlton, Marriott International, Jumeirah International,Le Meridien and the Mandarin Oriental.

The following map illustrates the countries in which we have either completed, are currently in the process ofcompleting projects or from where we base our third-party procurement operations:

Subsidiaries, Affiliates and Representative Offices Subsidiaries, Affiliates and Representative Offices Countries where we have completed projects Countries where we have completed projects Factories/Manufacturing services Factories/Manufacturing services Procurement Procurement

US

UK

France AustriaItaly

Greece

Morocco Libya

Egypt

Sudan SaudiArabia

UAE

Qatar

India Thailand

Malaysia

China

Japan

Singapore

Syria

Finland

NetherlandsGermany

Jordan

A10.6.2

In recent years, we have significantly increased our revenues through our geographic and market expansionefforts as well as through our larger portfolio of projects. Our total income derived from our projects increased byAED 371.7 million from AED 1,048.1 million in the year ended 31 December 2006 to AED 1,419.8 million in theyear ended 31 December 2007. Based on the geographical location of our projects, contract income derived fromthe UAE increased from AED 585.8 million in the year ended 31 December 2006 to AED 1,090.4 million in theyear ended 31 December 2007 evidencing our continued growth in the UAE. Income derived from projects in therest of MENA during this period decreased from AED 461.0 million for the year ended 31 December 2006 toAED 273.0 million for the year ended 31 December 2007 as a result of the recognition of revenue from theMuseum of Islamic Art, which was completed in 2006, as well as a larger than normal number of projectsundertaken in Egypt during 2006. Contract income derived from projects in the Rest of the World increased fromAED 1.3 million in the year ended 31 December 2006 to AED 56.4 million in the year ended 31 December 2007,which primarily reflected the acquisition of The Parker Company in the United States.

Based on the number of awarded contracts included in our Backlog, we anticipate that over the next threeyears our revenues in the UAE will grow between approximately 20% to 30% while our revenues in the rest of theMENA region and Asia will grow between approximately 15% to 20%.

Representative Clients and Projects

As a result of our reputation and track record, we have been involved in a number of landmark hotel andresidential projects across the MENA region and Asia. Our clients include some of the leading real estatedevelopers both in the MENA region and the world such as Emaar, Kerzner, Al Nakheel, Al-Futtaim,Lafico Morocco and the Hisham Talaat Group.

Examples of certain landmark projects that we have completed, are in the process of completing or areotherwise involved in include:

• Burj Al Arab, Dubai – UAE

We undertook the complete interior fit-out of the public areas of the Burj Al Arab hotel in Dubai whichincluded the fit-out and FF&E of the lobby and reception areas, lounges, bars, the skyview restaurant“Al Muntaha”, the undersea restaurant “Al Mahara” and the grand ballroom. The project was completedbetween November 1998 and September 1999 for a total contract value of US$19.0 million.

• Jumeirah Beach Hotel, Dubai – UAE

We completed the interior fit-out of the main public areas for this landmark hotel including the restaurants,colonnade and the lobby atrium. The project was completed between September 1996 and October 1997 fora total contract value of US$19.6 million.

• Burj Dubai, Dubai – UAE

We are currently involved in the interior fit-out of the residences in the Burj Dubai, the world’s tallestbuilding. Our scope of work comprises the full fit-out of 902 luxury apartments, 82 corridors and 82 liftlobbies which includes the design, development, gypsum partitioning as well as the manufacture, supply,installation, testing and completion of all interior fit out elements. Work on this project is currently underwayfor a total contract value of US$162.8 million.

• InterContinental Dubai Festival City, Dubai – UAE

We completed the fit-out and FF&E for this hotel, including all public spaces, 498 guest rooms, restaurantsand spa. This project was completed between January 2006 and December 2007 for a total contract value ofUS$45.6 million.

• Dubai Metro, Dubai – UAE

We are involved in early planning work on the interior fit-out and FF&E of 13 substations of the Dubai Metroproject. Work on this project is currently underway for a total contract value of US$102.0 million.

OSR A1.1.1(15)(c)

A10.5.2.2

A10.5.2.3

A10.6.1.2

59

The MonarchDubai, UAE

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• Museum of Islamic Arts, Doha – Qatar

We completed the fit-out and FF&E of galleries, bookshop, display and exhibition areas for the Museum ofIslamic Art in Qatar which is one of the largest cultural venues in the GCC. The project was completedbetween July 2005 and May 2007 for a total contract value of US$61.6 million.

• Dubai Duty Free, Dubai International Airport – UAE

We engineered, designed and executed the entire 30,000 square metres of the new Dubai Duty Free locatedin Dubai International Airport. Work on this project is currently underway for a total contract value ofUS$28.7 million.

• The Mazagan Resort, El Jadida – Morocco

We are currently involved in the interior fit out of all public areas and guest rooms of the Atlantis HotelMazagan in Morocco. Work on this project is currently underway for a contract value of US$39.6 million.

• Emirates Palace, Abu Dhabi – UAE

We carried out the interior fit-out of the entire 40,000 square metres of public areas of this luxury hotel,including five food and beverage outlets and all meeting rooms. The project was completed between January2002 and December 2004 for a contract value of US$57.1 million.

• Four Seasons, Mumbai – India

We are currently involved in the interior fit-out of all of the public areas, 235 guest rooms and the restaurantsof this hotel. Work on this project is currently underway for a contract value of US$2.4 million.

• Four Seasons, Sharm El Sheikh – Egypt

We completed the fit-out of all areas of this luxury hotel, including all of the 112 guest rooms,24 one-bedroom suites, 2 presidential suites, 1 royal suite, 112 chalets and 5 villas. The project was completedbetween June 2001 and May 2002 for a contract value of US$8.4 million.

• Four Seasons Nile Plaza, Cairo – Egypt

We completed the fit-out for each of the 336 guest rooms and suites and all of the public areas of this hotel.The project was completed between April 2002 and October 2004 for a total contract value ofUS$18.9 million.

• Ritz-Carlton, Dubai – UAE

We completed the fit-out and FF&E for the public areas of this hotel, including all restaurants, the businesscentre, meeting room facilities and the spa treatment rooms and FF&E for the guest rooms. This project wascompleted between April 1997 and October 1998 for a total contract price of US$4.2 million.

• Crown Plaza Hotel Festival City, Dubai – UAE

We completed the interior fit out and FF&E of the lobby and restaurants of the Crowne Plaza Hotel FestivalCity in Dubai. The project was completed in December 2007 for a contract value of US$3.4 million.

The following list sets out certain other projects that we have completed or which we are currently working on:

Material Contracts

Our material contracts relate to our interior contracting projects. On those projects, our role is either that of acontractor or sub-contractor. In either case, we will usually enter into a short agreement which refers to a set ofattached terms. These terms will, in most cases, be provided by the customer or contractor, as the case may be, andwill be negotiated by us to the extent we believe it is necessary. Most of the terms on which we have contractedare based on the standard contract terms of the Fédération Internationale Des Ingénieurs-Conseils (FIDIC) or,when related to government sponsored projects, the relevant government acquisition manual, such as the DCAStandard Conditions of Contract which, subject to certain variations, are broadly similar to the provisions ofFIDIC. The principal differences are usually in relation to the rights of termination, the amount and cap ofliquidated damages for late delivery and restrictions in relation to assignment and sub-contracting.

In the case of contracts undertaken as sub-contractor, the agreement will make reference to the terms of themain contract.

The material contracts we have entered into contain the customary provisions, such as warranties as to skill,care and quality or work and are capable of variation and, in most cases, have been varied by agreement.The material contracts currently being undertaken by the Group have a higher contract value than originally agreed.This is usually because of variations related to increases in the scope of the relevant works and, in most cases,accompanied extensions to the deadline for completion of the works.

None of our major contracts contain any impediment to a change of control of Depa Limited.

OSR A1.1.1(15)(c)

A10.6.1.2

J. W. Marriott, Cairo – Egypt.

Four Seasons Alexandria at SanStefano, Alexandria – Egypt.

Nile City Shopping Mall, Cairo –Egypt.

Nile Plaza Shopping Mall Beymen,Cairo – Egypt.

Millenium Tiran, Sharm Al Sheikh– Egypt.

Pyramisa Hurghada, Hurghada –Egypt.

City Stars Shopping Mall, Egypt.

Holiday Inn Cairo, Cairo – Egypt.

Al Salam Rotana, Khartoum –Sudan.

Riverside Garden Marina Project,Thailand.

Leela Kempinski Gurgaon, –India.

Atlantis, The Palm, Dubai – UAE.

Four Seasons Hotel, Doha – Qatar.

La Cigale Hotel, Doha – Qatar.

City Centre Development Phase II,Doha – Qatar.

Sheraton Hotel, Manama –Bahrain.

Grand Hyatt Muscat, Muscat –Oman.

Golden Tulip Farah Hotel,Casablanca – Morocco.

Palace Lafico, Casablanca –Morocco.

Ksar Menara, Marrakech –Morocco.

Twin Centre Palace, Casablanca –Morocco.

Banyan Tree, Marrakech –Morocco.

Jumeriah Beach ConferenceCentre, Dubai – UAE.

Al Bustan Rotana, Dubai – UAE.

Rotana Al Ain, Al Ain – UAE.

Grand Hyatt, Dubai – UAE.

The Fairmont, Dubai – UAE.

Sheraton Dubai Creek, Dubai –UAE.

Rose Rotana Suites, Dubai – UAE.

Montgomerie Club – EmiratesHills Development, Dubai – UAE.

Capital Towers, Dubai – UAE.

Shoreline Apartments, The PalmJumeirah – UAE.

Shangri-La – Between the BridgesResorts Development, Abu Dhabi– UAE.

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The MonarchDubai, UAE

The Project Planning, Contracting and Execution Process

Our interior contracting projects, which represented 82.8% of contract revenues for the year ended31 December 2007, typically involve three main stages: project selection and planning; contract negotiation andfinalisation and project execution. Each interior contracting project we work on is executed in accordance with thespecifications, timelines and pricing terms agreed with the client.

The Planning Process

We identify potential projects from a variety of sources, including proposal requests from governmentalagencies for public works projects, directly from repeat or new clients, through the efforts of our businessdevelopment personnel and through discussions with developers, consultants, architects and other contractors.Traditionally, our focus has been on selecting projects in the luxury hotel and residential property markets.However, we have in recent years diversified our operations to projects in other areas such as museums, themeparks, shopping centres, malls, yacht interiors and large infrastructure projects such as airports and transportterminals (which includes the Dubai Duty Free located in the Dubai International Airport).

The project selection process is typically undertaken by each of our operating subsidiaries separately inrelation to the markets in which each operates. After determining which projects are available, the relevantsubsidiary decides which project to pursue. This is then reviewed and discussed centrally in monthly meetingscarried out between all of our managing directors. Projects in new markets or regions or those that are of anespecially large or unique nature, such as the Burj Dubai, typically require the approval of our senior management.A number of factors are taken into account in reaching a final decision, including:

• the identity of the developer or client, their payment history and previous dealings with the relevantclient;

• the identity of the main construction contractor employed on the relevant projects, our past experienceswith them, their timeliness and professionalism;

• capacity considerations, project size, duration, availability of personnel and current backlog;

• competitive advantages and disadvantages, our prior experience on similar projects, financialconsiderations and source of project funding; and

• geographic location and strategic importance of the project, whether the project signals entry into a newmarket or is with a strategically important client or is a landmark project.

After deciding which projects to pursue, we undertake, at an operating subsidiary level, a cost estimationprocess typically consisting of three phases. Initially, the relevant commercial team carries out an overall reviewof the plans and specifications relating to the project in order to summarise the various types of work involved andrelated quantity estimates, determine the project duration or schedule and highlight the unique and riskier aspectsof the project. This review takes into account the type of contract that is likely to be entered into in relation to theproject. Contracts that involve a bidding process will typically take additional time and involve more advanceplanning while directly negotiated contracts involve less time but may require quicker dedication and mobilisationof resources. If a project is deemed to be commercially viable, we carry out the second phase of the estimationprocess, which consists of detailed estimation of the cost and availability of labour, material, equipment,subcontractors and the project team required to complete the project.

The final phase consists of a detailed review by management, including, among other things, assumptionsregarding cost, approach, means and methods, productivity and risk. After this review, management adds therequired profit margin to arrive at the total bid amount or price (depending on the type of contract). Requests forproposals or negotiated contracts with public or private owners are generally awarded based on a combination oftechnical capability and price, taking into consideration factors such as project schedule, expertise, priorexperience and client relationships.

Types of Contracts

The pricing, extent, scope and nature of our activities with respect to a particular project are largely governedby the type of contractual arrangement used for the project. We have historically used three principal types of

62

contractual arrangements for our interior contracting projects: bid process contracts where the relevant company isawarded the contract following participation in a bidding process with competitors, negotiated contracts where therelevant company negotiates the price and terms of the contract with the client directly and agreed maximum pricecontracts where the final price to be charged by the company under a contract is subject to a maximum limit.

These contract types and the advantages and disadvantages generally inherent in each are discussed below:

Bid process. Bid process contracts are generally used in competitively bid public civil construction projects(such as the Dubai Metro project), large scale projects (such as the Burj Dubai development project) and, to a lesserdegree, projects by first time developers. Bid process contracts generally commit the contractor to provide all ofthe resources required to complete a project for a fixed sum or at fixed unit prices. These types of contracts havea distinct disadvantage in that when bidding for such contracts, we are required to compete with other contractorsprincipally on the basis of price and, if awarded the contract, are usually required to complete the works in arelatively short period of time. In some cases the interior contractor is employed as a subcontractor of the maincivil works contractor. Approximately one third of our annual consolidated revenue is generated from bid processcontracts. Over the last three years, we have won over 60% of the bid process contracts we have bid for.

Negotiated price. Negotiated price contracts arise in circumstances where the client approaches us directlyand requests a fee quote for interior contracting services on a particular project. The price and contract terms arethen negotiated by the parties before binding agreements are entered into. The price is fixed or may vary based onnegotiated factors. Negotiated price contracts permit more flexibility in pricing and usually involve the interiorcontractor at an earlier phase of the project than in bid process contracts. Consequently, financial risk is reducedbut profit may be limited in cost-over run situations. Negotiated price contracts are entered into either with theproject owner or the main works contractor. Approximately one third of our annual consolidated revenue isgenerated from negotiated price contracts.

Agreed maximum contracts. Agreed maximum price contracts provide for a fee arrangement up to a maximumagreed-upon price. These contracts place risks on the contractor for amounts in excess of the agreed maximumprice and therefore mean that the contractor cannot achieve above-average profit margins. However, these contractsmay permit an opportunity for greater profits than under other contract types as they allow us to negotiate sharingagreements with the owner on any cost-savings. While agreed maximum price contracts were previouslyuncommon in the interior contracting industry within the MENA region, based on our close relationships withclients, we are starting to enter into such contracts more frequently, particularly in large-scale multi-buildingprojects. These types of contracts are preferable to bid process and negotiated price contracts in that they allow uscloser coordination with the client and the relevant project’s interior designer from the onset. Consequently, agreedmaximum price contracts provide significant savings of our resources (including time spent and manpower usedon a project), resulting in lower opportunity costs and more time to dedicate to other projects that are in the market.Currently, agreed maximum price contracts represent approximately one third of our annual consolidated revenue.

Our objective is to continue the diversification of our contract types and maintain an even distribution betweenthe three methods.

Variation Orders

During the ordinary course of most projects, a client will often initiate modifications or variations to theoriginal contract to reflect, among other things, changes in specifications or design, facilities, equipment, materials,site conditions and period for completion of the work. Generally, the scope and price of these modifications aredocumented in a “variation order” to the original contract and are reviewed, approved and paid in accordance withthe normal variation order provisions of the contract. As is customary in our industry, our contracts require us toperform extra or variation order work as directed by the customer even if the customer has not agreed in advanceon the scope or price of the work to be performed. The process for resolving claims arising from such extra workvaries from one contract to another but, in general, we attempt to resolve claims at the project supervisory levelthrough the normal variation order process or with higher levels of management within our organisation and theclient’s organisation.

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Fairmont HotelDubai, UAE

Project Execution

Once we have entered into a particular contract, an extensive level of planning and coordination is requiredbefore the commencement of on-site work. This includes: the development of a project budget; the developmentof the necessary designs; and planning and scheduling the manpower, equipment, materials and subcontractorsrequired for the timely completion of a project in accordance with the terms, plans and specifications agreed withthe client. The overall cycle for a typical interior contracting project from the bidding phase to completion can besummarised as follows:

• identification of internal commercial team to carry out pricing analysis and cost estimation based onproject requirements and design specifications;

• submission of the bid to the client or developer or negotiation of contract schedule and price (dependingon the type of contract) and execution of contractual documentation;

• planning and scheduling manpower, equipment, materials and subcontractors for execution of the projectin accordance with the contract;

• appointment of subcontractors and the placing of orders for materials and equipment;

• development of designs relating to the works with the on-site design team and coordination with theclient or interior decorators (if any);

• submission of drawing samples and mock-up rooms for client or main contractor approval;

• procurement, production and manufacturing of all necessary raw materials, FF&E and supplies requiredfor the project;

• delivery of materials and fixtures and deployment of full team to begin on-site installation and fit-outworks in accordance with the agreed design specifications; and

• project completion and handover.

Acquisition and Integration Policy

We have grown our business in many markets, in part, through the acquisition of companies. Before decidingto invest in a particular business, we make an initial assessment to determine the suitability of the target.Our decision to invest is based on whether the target business meets the following criteria:

• the type of business carried out by the target supports or complements our core interior contractingbusiness or enhances our geographic or product diversification;

• the target business is profitable and has a successful track record of growth;

• the level of expertise and experience of the existing management team is such that they will be able tocontinue to efficiently manage the business without requiring extensive involvement of our seniormanagement personnel; and

• the target business can be easily integrated within our global network.

We adhere to a set of policies and procedures aimed at ensuring that businesses can be successfully integratedinto our Group and will contribute to our future growth. While we normally seek to acquire companies with largelyindependent operations, we seek to support the acquired business by providing them certain services, including:

• quality assurance and control by assisting newly acquired businesses in the adoption and implementationof our corporate governance, financial and commercial and other related Group wide policies andprocedures;

• human resources support through assisting with recruiting, implementing payroll systems, trainingprogrammes and the adoption of policies and procedures;

• information technology support by providing newly acquired businesses with network support andaccess, website development support, IT security support and access to our information technologyhardware purchase programmes; and

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• finance support by providing newly acquired businesses with access to our international financingfacilities and assisting in the arrangement of financing as required on a project-by-project basis.

Competition

While the interior fit-out industry is highly competitive and fragmented, we believe that we are unique amongour competitors in our ability, through our interior and manufacturing businesses, to provide integrated product andservice solutions with respect to interior contracting projects within a variety of industries. In many of the marketsin which we operate, our competitors tend to be smaller in size, focus on only certain aspects of the interiorcontracting business and do not offer the range of services we provide. Nonetheless, recent market developmentshave led to increased competitive pressures resulting from global players entering markets in which we havetraditionally operated as well as our expansion to new geographic and market segments. These new entrants includeLCL Corporation Berhad, Greenline Interiors and Havelock Europa plc. We believe that by enhancing our keycompetitive strengths, particularly by continuing to geographically diversify our operations, building upon ourtrack record and reputation for high quality project execution and emphasising our vertically integrated structure,we will be able to continuously differentiate ourselves from our competitors.

Employees

As of 31 December 2007 we had a total of 7,112 employees, 1,435 of which were management andadministrators and the rest were on-site construction workers. The table below sets out the departmental allocationof our employees at the end of the periods indicated:

As of 31 December

2005 2006 2007qqqqqqqqqqq qqqqqqqqqqq qqqqqqqqqqq

Staff Workers Total Staff Workers Total Staff Workers Total

441 603 1,044 1,205 3,555 4,760 1,435 5,677 7,112

This increase in headcount was due to our acquisition of companies with their own employees, theestablishment of new businesses, expansion into new markets and the development of our own work force in linewith our strategies of growth and vertical integration.

While we have traditionally hired most of our personnel for our UAE operations, we have recentlysubstantially increased the number of employees in other countries where we are expanding our operations.We have particularly increased our presence in Morocco where, between the years ended 31 December 2006 and2007, the total number of personnel employed by us increased from a total of 5 to 664. We intend to furtherstrengthen our team in Morocco in 2008 by recruiting high-calibre managers to effectively oversee and manage ouroperations. We are also focusing on increasing the number of our on-the-ground personnel in India where weintend to hire additional management and administrative staff and to train sub-contractor teams to the requisiteindustry standards.

In addition, we believe that training and development is essential for improving the performance of ourworkforce. Accordingly, we have established formalised training programs designed to enhance our employees’know-how, skills and abilities in a manner which can help support our performance and strengthen our corporateculture.

Legal Proceedings

From time to time, we are involved in litigation or proceedings that have arisen in the ordinary course ofbusiness. We are not and have not been involved in any governmental, legal or arbitration proceedings (includingany proceedings which are pending or threatened of which we are aware) during the previous 12 months, whichmay have, or have had in the recent past, significant effects on our financial position or profitability.

Insurance and Bonding

All of our material properties, equipment and vehicles, both directly owned and owned through joint ventureswith others, are covered by insurance, and we believe that we hold insurance in amount and coverage customaryfor companies in our industry and that is to a level that we believe is consistent with the risks faced. We and our

A10.20.7

OSR A.1.1.1(21)

A10.17.1

A10.6.5

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Fairmont HotelDubai, UAE

subsidiaries maintain general third party insurance, business interruption insurance, money insurance, fidelityguarantee insurance, marine open policy, goods in transit insurance and workmen’s compensation funds. We alsomaintain contractor’s all risk and erection all risk insurance and contractor’s plant and machinery insurance to alevel we believe is adequate.

As a normal part of the interior contracting business, we are often required to provide various types of suretybonds as an additional level for proper performance of our contracts. We provide three types of bond:

• advance payment bond: these are provided to the extent a project has an advance payment element,in order to refund the advance payment portion to the extent we fail to fulfil our obligations;

• performance bond: these are provided in nearly all contracts, usually at 10% of the contract value,in order to guarantee our proper and timely completion of a project; and

• retention bond: these are granted in order to guarantee that we will carry out all necessary work to correctdefects discovered immediately after completion of the contract, even if full payment has been made.

Marketing

We have invested and continue to invest in promoting our brand and media profile across the regions in whichwe operate through a combination of marketing initiatives. While we have historically focused our marketingefforts on a small pool of potential customers in markets in which we have historically operated, we are in theprocess of finalising a comprehensive and extensive marketing plan to promote our profile in the MENA regionand Asia.

As we continue to grow, we expect to spend on targeted branding and marketing initiatives in the variousmarkets in which we operate. We seek to position our brand as the preferred brand, offering superior qualityproducts and services as well as a single, integrated and comprehensive solution for complex interior contractingprojects. Our aim is to provide information to generate confidence and credibility in the Company and ouroperations. We intend to do this:

• by emphasising our ability to deliver a single source solution to interior contracting projects through ourvertically integrated network of suppliers and manufacturers;

• by emphasising our expertise and experience in completing large scale projects on time and withinmandated budgets;

• through establishing relationships with industry participants; and

• by continuing to raise brand awareness in the markets in which we operate.

Our marketing initiatives include targeting specific industry publications, conducting customer satisfactionsurveys, participating in industry and trade exhibitions and arranging senior management press interviews. We seekto achieve higher visibility, primarily through advertising in specialised magazines, journals and websites and alsoby the strategic distribution of marketing materials and updates on our activities to existing and potential clienteleincluding real estate developers, property owners and investors. In high-growth markets, such as India andMorocco, we are focusing our marketing efforts on increasing our market penetration and brand awareness throughaggressive advertising, supporting local cultural events and establishing relationships with local subcontractors.In Morocco we intend to further bolster these activities by solidifying sourcing relationships with contractors andother industry participants in Morocco and neighbouring countries.

Health, Safety and the Environment

We, like many of our competitors, are subject to environmental regulations in the countries in which weoperate. We believe that we comply in all material respects with the environmental regulations that apply to us,and we are not aware of any material recommendations by a relevant government ministry or local authority toimprove our environment record or practice.

A10.8.2

66

We consider health and safety to be of fundamental importance in every aspect of our global operations.We understand and take very seriously the health and safety obligations and responsibilities that we have towardsour employees, customers, contractors, visitors, government agencies and communities.

To this end, we operate a safety management system, which involves a systematic process of riskidentification, assessment and control. Our health and safety policies are consistently followed by all ourcompanies. This fully documented set of policies and procedures, which is available on project sites, sets outguidance and performance standards, which are continually assessed and improved upon. For example, we haveguidance notes, policies and procedures concerning issues as varied as working with asbestos, working in confinedspaces, demolition, manual handling and first aid.

We aim to ensure that all directors and staff are aware of their responsibilities for safety and compliance withapplicable procedures.

Properties

As of the year ended 31 December 2007, we held 10 freehold interests in four countries and 65 leaseholdinterests in eight countries. These consisted of production facilities, office space, workers’ and staffaccommodation and warehouses. We own three production facilities in Dubai and one in Egypt and we have leasesover further production facilities in Abu Dhabi and Morocco. We have leases over office space in seven locationsacross Dubai (including our headquarters). In Abu Dhabi we hold leases over offices at two locations and we alsohave leases over two office premises in Egypt and one office in each of the Kingdom of Saudi Arabia, India,Morocco, Syria, Qatar and China. With the exception of one freehold owned warehouse in Egypt, all of ourwarehouses are held under leases. We have seven such facilities in Dubai, two in Abu Dhabi and one in each ofEgypt, Morocco and Qatar. We own a workers’ accommodation facility in Dubai and and hold leases over a furthersix workers’ accommodation facilities in Dubai and a further three in Abu Dhabi. We also hold leases over ten unitsof managerial accommodation in Dubai, one in Abu Dhabi and three in Qatar.

Apart from the property interests set out above, we also own freehold plots of undeveloped land in India andSyria and hold leases over land at two sites in Dubai. We are in the process of building a joinery factory in India,which we expect will be completed by early 2009.

We lease our headquarters building, which is located at 18th Floor, Al Reem Tower, Al Maktoum Street,Dubai. We are considering leasing additional space for our administrative offices as we continue to grow and havefactored this potential expense into our current budget.

Intellectual Property

We do not have any patents or licenses for patents, however, we maintain certain know-how and trade secretsrelated to certain products we offer and services we provide. We believe that the “Depa” name is integral to thesale and marketing of our products and services and have registered the Depa trademark in the UAE, Oman,Hong Kong, Iran, Jordan, Lebanon, Maldives, Morocco, Saudi Arabia, Singapore, Turkey and Yemen and are inthe process of securing similar protection in other markets in which we operate. While we use certain othertradenames in our operations, we have not registered such tradenames as trademarks as we do not believe they arematerial to our business.

We have not in recent years been subject to any intellectual property dispute or proceeding in relation to anyof our trademarks.

A10.6.4

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Four SeasonsSharm El Sheikh, Egypt

MANAGEMENT AND CORPORATE GOVERNANCE

Board of Directors

Our Board of Directors currently consists of nine members. Our Board of Directors meets on a quarterly basisor upon the request of any director or the secretary, at the request of a director. Our Board of Directors has broadpowers to manage the Company in accordance with our Articles of Association, including, without limitation, thepower to borrow money, to grant security interests, to establish committees and to delegate to committees certainof the powers, authorities and discretions vested in our Board of Directors.

Under our Articles of Association, our Board of Directors must consist of at least nine directors. At least onethird of our directors must retire from office at each annual general shareholders’ meeting. The following table setsforth, as at the date hereof, the members of our Board of Directors, their ages, their positions and their respectivedates of appointment as directors:

Date ofName Age Position appointmentqqqqqqqqqqqqq qqq qqqqqqqqqqqqq qqqqq

Mr. Abdullah Al Mazrui 56 Chairman (Non-executive) 23 March 2008

Mr. Mohannad Sweid 51 Director (Chief Executive Officer) 25 February 2008

Mr. Riad Kamal 64 Director (Non-executive) 23 March 2008

Mr. Orhan Osmansoy 39 Director (Non-executive) 25 February 2008

Mr. Marwan Shehadeh 40 Director (Non-executive) 23 March 2008

Ms. Maha Al-Ghunaim 48 Director (Non-executive) 23 March 2008

Mr. Mohammed Al Hashimi 35 Director (Non-executive) 23 March 2008

Mr. Hilal Al Marri 31 Director (Independent and non-executive) 23 March 2008

Mr. Faisal Al Matrook 52 Director (Independent and non-executive) 23 March 2008

Mr. Abdullah Al Mazrui serves as chairman of our Board of Directors. Mr. Al Mazrui was born in 1952.He holds a bachelor of arts from the Chapman College in California, United States of America. Mr. Al Mazrui isalso the current chairman of The National Investor (PJSC), Emirates Insurance Company, Mazrui Holdings LLC,International School of Choueifat, Emirates Securities, Aramex, Jashanmal National Company, Chemanol andModern Decor & Wood Products Manufacturing Co. Ltd. Mr. Al Mazrui is also a member of the board of directorsof National Investment Corporation, Investcorp, Abu Dhabi Education Council, Abu Dhabi Economic Council,Dun & Bradstreet and Emirates Specialities Company. He is a former member of the Advisory Board – Insead andthe World Economic Forum.

Mr. Mohannad Sweid is our chief executive officer and is also a co-founder of the Group. Mr. Sweid was bornin 1956. He studied architecture and design at the Boston Architectural Centre. In 2006, Mr. Sweid spearheadedour expansion into several countries, which included the acquisition of various leading interior contracting andfurniture manufacturing entities. Mr. Sweid has more than 25 years of experience in managing consulting andarchitectural firms in the Middle East and the United States. He was the Managing Partner at Rochan Fine Arts inSaudi Arabia. He was also previously the Vice President of Middle East Operations for Vesti Corporation inBoston, United States from 1980 to 1982.

Mr. Riad Kamal serves on our Board of Directors and was born in 1943. He holds a masters degree in Science(structural engineering) and a bachelor of science (civil engineering), both from the University of London, and isa member of the Institution of Civil Engineers. Mr Kamal is chief executive officer of Arabtec and is a director ofArab Bank, Arabia Insurance and Gulf Capital.

OSR A1.1.1(8)

A10.16.1

OSR A1.1.1(19)(c)

A10.14.1

DIFX LR App E,Part 1, #3

68

Mr. Orhan Osmansoy serves on our Board of Directors and was born in 1969. He holds a bachelor of science(systems engineering) from the University of Virginia, and a master of business administration (finance) from theUniversity of Pennsylvania. Mr. Osmansoy is the chief executive officer of The National Investor (PJSC) and isalso a board member of Colliers International. Mr. Osmansoy was previously the managing partner of DexterCapital Group Limited and has also held positions with Whitney & Co and Morgan Stanley.

Mr. Marwan Shehadeh serves on our Board of Directors and was born in 1967. Mr. Shehadeh holds a mastersdegree in International Business from the Institut D’Etudes des Relations Internationales, Paris, a FrenchBaccalaureat from Lycee Fracais de Jerusalem and has completed a general management executive programme atHarvard Business School. Mr. Shehadeh is the Managing Director of Al Futtaim Capital. Mr. Shehadeh waspreviously the chief financial officer of HRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud’s Kingdom HotelInvestments and has worked with The Chase Manhattan Bank in New York in its corporate finance division. He isalso responsible for establishing the Middle East operations for Hard Rock Cafe.

Ms. Maha Al-Ghunaim serves on our Board of Directors and was born in 1959. She holds a bachelor of sciencein Mathematics from San Francisco State University. Ms. Al-Ghunaim is currently the chairperson and managingdirector of Global Investment House KSCC, having founded the company in 1998. In addition to being a memberof our Board of Directors, she is a board member of DIFX, Bank Muscat International, CNBC, Barings PrivateEquity Asia Ltd., Jehangir Siddiqui Capital Markets Co. and Kinan International Real Estate DevelopmentCompany. Ms. Ghunaim was previously head of the portfolio management department at Kuwait Foreign TradingContracting & Investment Co. and assistant general manager of asset management at Kuwait Investment Co.Ms. Ghunaim is a member of the Practitioner Committee, Dubai International Financial Exchange and a committeemember of the Kuwait Chamber of Commerce and Industry.

Mr. Mohammed Al Hashimi serves on our Board of Directors as an independent non-executive director and wasborn in 1972. He holds a bachelor of science from Colorado State University. Mr. Al Hashimi is the executivechairman of Zabeel Investments LLC and is also the chairman of Advanced Industries Group and United Holdings,as well as being the vice chairman of Emaar Industries & Investments (PJSC). In addition to being a member ofour Board of Directors, he is a board member of Dubai Islamic Insurance and Reinsurance Company.Mr. Al Hashimi was previously the chief executive officer of Amlak Finance and is a member of the Young ArabLeaders Organisation.

Mr. Hilal Al Marri serves on our Board of Directors as an independent non-executive director and was born in1976. Mr. Al Marri holds an MBA from the London Business School and is a member of the Institute of CharteredAccountants in England and Wales. He is currently the Director General of the Dubai World Trade Centre.Mr. Al Marri previously held positions at KPMG in London, in the areas of assurance and transaction services andat Mckinsey & Company as strategy consultant.

Mr. Faisal Al Matrook serves on our Board of Directors as an independent non-executive director. Mr. Matrookwas born in 1955. He holds an ordinary national diploma in business administration from Scarborough TechnicalCollege. Mr Matrook is chairman of the Contech Engineering Group, Advanced Technical Services Group and theJasaf Group, in addition to being chairman of various other companies in Bahrain. Mr. Matrook is also a directorof NOOR Capital as well as of various other companies in Bahrain including Al Alahlia Shipping Agency,Al-Sharif Group and Amwaj Islands Co.

The business address of each of our directors is: c/o Depa Limited, Level 18, Al Reem Tower, Al MaktoumStreet, P.O. Box 56338, Dubai, UAE.

Our directors are not under service contracts with respect to their roles as directors and we do not havecontractual obligations to provide benefits to our directors upon termination of their directorships.

OSR A 1.1.1(8)

69

Al Bustan RotanaDubai, UAE

Senior Management

We are managed by our chief executive officer and 12 managing directors. The chart below sets forth ourmanagerial organisation structure:

(1) We are in the process of appointing our Managing Director of Manufacturing, Managing Director of Operations and Managing Directorof Trading.

Our chief executive officer is responsible for the formulation and supervision of the implementation of ouroverall group business strategy. He is in charge of group business development and supervises the identificationand further development of new business opportunities. Our chief executive officer also reviews and validates ourglobal budget, which is approved by our Board of Directors. Our management adopts a collective approach to keydecision making and to the formulation of company procedures and strategies. Members of the management teammeet on a regular basis to share information on company activities and collectively participate in key decisionsrelating to the implementation of our strategy.

The following table sets forth, as at the date hereof, the senior management of our Group, the year they joinedour Group and their principal responsibilities:

Name Age Joined Principal Responsibilitiesqqqqqqqqqq qqq qqq qqqqqqqqqqqqqqqqqqqq

Mr. Mohannad Sweid 51 1996 Chief Executive Officer

Mr. Christopher Holmes 53 1996 Managing Director – Quality Assurance/Quality Control

Ms. Noor Sweid 27 2005 Managing Director – Strategy

Mr. Eyad Abdelrahim 36 2003 Managing Director – Finance

Mr. Mohamed Ali Malas 51 1999 Managing Director – Operations: New Markets

Mr. Nadim Akhras 41 1998 Managing Director – Operations: Dubai

Mr. Walid Zakaria 46 2000 Managing Director Operations – Abu Dhabi, Qatar

Mr. Ayman Khaireddin 41 1999 Managing Director – Commercial

Mr. Hadi El-Solh 29 2007 Managing Director – Investment

Mr. Hisham El Sharkawy 48 1999 Managing Director – Operations: Egypt

Mr. Mohannad Sweid is our chief executive officer and a member of our Board of Directors (see “– Board ofDirectors”).

Depa Limited

Chief Executive Officer

Investment Manager

Depa United Group (PJSC) - Support & Risk Management

Managing DirectorManufacturing(1)

Managing DirectorOperations (New Markets)

Managing DirectorOperations (Egypt)

Managing DirectorOperations (Dubai)

Managing DirectorOperations (Abu Dhabi)(1)

Managing Director(Operations)(1)

Managing Director(Trading)(1)

Managing Director Strategy

Managing Director Investment

PR ManagerMarket

Research Analyst

Investor Relations

Compliance Officer

Investment Analyst Investment Analyst

DEPA INTERIORS LLC

Managing DirectorCommercial

Managing Director QA/QCLegal Director

Human ResourcesDirector

Managing Director Finance

GM ChinaOffice

A10.16.2

70

Mr. Christopher Holmes is our Managing Director of Quality Assurance and Quality Control (QA/QC).A co-founder of Depa Interiors LLC, Mr. Holmes heads our QA/QC department, encompassing quality assurance,control, planning and safety. Prior to this, Mr. Holmes served for four years as the Contracts Director and generalmanager of Depa Interiors LLC and as the general manager of Mivan Depa LLC. Mr. Holmes has also worked forthree years at Arabtec (Interiors) serving as contracts manager. In total, Mr. Holmes has over 30 years of experiencein high quality hospitality interior contracting projects. He is a shadow director of JS Ventures Limited and is aformer director of Depa United Group (PJSC). Mr. Holmes holds a bachelor of science degree in civil engineeringfrom Manchester University, UK. Mr. Holmes is a chartered engineer and member of the Institution of CivilEngineers.

Ms. Noor Sweid is our Managing Director of Strategy. In her current role, Ms. Sweid is responsible fordevising Group strategy. Ms. Sweid has had extensive strategy consulting experience obtained at Accenture, whereshe spent several years advising US Fortune 500 executives on strategic and financial management issues. She hasalso worked at Charles Schwab and at the DIFC. Ms. Sweid holds a bachelor of science degree in finance andeconomics from Boston College and an MBA from the MIT Sloan School of Management.

Mr. Eyad Abdelrahim is our Managing Director of Finance. Mr. Abdelrahim was formerly the generalmanager of finance for the Group from 2003 to 2006. Prior to joining the Group, Mr. Abdelrahim acted asCorporate Credit Manager at ANZ Grindlays and also held roles at Standard Chartered Bank as its corporate creditmanager and acting branch manager. He is also an audit committee member of Arabtec Holdings PJSC.Mr. Abdelrahim holds a bachelor of science degree from Yarmouk University in Jordan and an MBA from theUniversity of Wollongong in Dubai. Mr. Abdelrahim is a member of the Institute of Management Accountants, andis a chartered portfolio manager and a certified master financial professional from the American Academy ofFinancial Management.

Mr. Mohamed Ali Malas is our Managing Director of Operations, New Markets. Mr. Malas is responsible forestablishing and managing our presence in untapped territories. Mr. Malas was instrumental in our expansion toIndia, Morocco and Saudi Arabia. Prior to assuming his current role, Mr. Malas occupied the role of generalmanager for Depa Interiors LLC from 1999 until 2006. He has over 26 years of experience in the interiorcontracting field. Mr. Malas holds a bachelor of science degree in industrial and systems engineering and a masterof science degree in construction and engineering management, both from Ohio State University.

Mr. Nadim Akhras is our Managing Director Operations for Depa United Group (PJSC) and is the actingGeneral Manager of Depa Interiors LLC. Mr. Akhras oversees the operations of our projects in Dubai and isresponsible for managing our strategic growth. He has previously held roles at Depa Interiors LLC as its projectsdirector, project manager and site manager. Mr. Akhras was also previously the manager of Depa for Hotels SAEin Egypt. Mr. Akhras is a civil engineer with over 17 years of experience in the engineering and constructionindustry. Prior to joining us in 1998, Mr. Akhras held a number of posts as an engineer at Khatib & Alami.Mr. Akhras holds a bachelor of science degree in civil engineering from Damascus University.

Mr. Walid Zakaria is our Managing Director of Operations for Abu Dhabi, Qatar and Sudan. Mr. Zakaria isresponsible for our operations in Abu Dhabi, Qatar and Sudan and has been the general manager of Depa Decor,Contracting and General Maintenance Co. LLC since its inception in 2000. Prior to joining us in 2000, Mr. Zakariawas the managing partner of Nouran Company. Mr. Zakaria also has 11 years of experience in softwaredevelopment and large systems implementation while working for Emirates Computers and ADGAS as a seniorsystems analyst. Mr. Zakaria holds a bachelor of science degree in electrical and computer engineering fromCalifornia Polytechnic University.

Mr. Ayman Khaireddin is our Managing Director of Commercial. Mr. Khaireddin is responsible for handlingand undertaking all our commercial and contractual matters. He has previously acted as the Group’s commercialmanager and senior quality surveyor. Mr. Khaireddin has 21 years of experience in quantity surveying and handlingcommercial and contractual matters on large scale projects. Prior to joining us, he worked as a senior quantitysurveyor at Consolidated Contractors International Company. Mr. Khaireddin holds a diploma in architecturalengineering, specializing in quantity surveying, from UNRWA College, Jordan.

71

FendiDubai, UAE

Mr. Hadi El-Solh is our Managing Director of Investment. In this capacity, Mr. El-Solh is responsible forinvesting and managing our funds, primarily by executing strategic acquisitions in Asia, MENA and other regions.Prior to joining us in 2007, Mr. El-Solh was a senior consultant at McKinsey & Company in Dubai, where headvised leading GCC companies and governments on strategic and corporate finance initiatives. Mr. El-Solh alsohas experience working with Goldman Sachs in London as a member of the Middle Eastern investment bankingteam, where he focused on IPO and M&A transactions. Mr. El-Solh holds a master of public administration degreefrom Harvard University and an MBA from the MIT Sloan School of Management.

Mr. Hisham El Sharkawy is our Managing Director Operations for Egypt. Prior to joining Depa for HotelsSAE in 1999, Mr. El Sharkawy held the position of Deputy General Manager with Rochan Company in SaudiArabia, a firm that specialises in interior contracting and the execution of decorative art works for major projects.Mr. El Sharkawy has over 25 years of experience in accounting and finance in a number of different industriesincluding oil industry, tourism and interior finishes for large projects. He holds a bachelor of arts degree inaccounting, from Alexandria University. Mr. El Sharkawy also holds a project management diploma from the ArabAcademy for Science and Technology.

The business address of each member of our senior management is: c/o Depa Limited, Level 18, Al ReemTower, Al Maktoum Street, P.O. Box 56338, Dubai, UAE.

Potential Conflicts of Interest

There are no potential conflicts of interest between the duties owed by the members of our Board of Directorsor senior management to the Company and their private interests or other duties other than in relation to thefollowing:

• Mr. Mohannad Sweid is one of our shareholders and is also a passive investor in one of our othershareholders, Al Mal Defined Opportunity Fund I (Al Mal Fund). He is also our chief executive officerand a member of our Board of Directors. Mr. Sweid owes sums to Depa United Group (PJSC) asshareholder debt in relation to costs associated with the restructuring of certain companies at the timewhen Mr. Sweid was a shareholder in Depa United Group (PJSC). See “Transactions with Related Parties– Shareholder Debt – Depa Holdings Limited.” In addition, Samer Sawaf, the manager and a principalshareholder of Decolight Trading LLC is Mr. Sweid’s brother-in-law. We recently acquired a 45.1% inDecolight Trading LLC. See “Transactions with Related Parties – Debt owed by our Group – DecolightTrading LLC.”

• Mr. Riad Kamal (through one of his affiliates) is a passive investor in one of our shareholders, Al MalFund, and is also a member of our Board of Directors. He is also the chief executive officer of ArabtecConstruction LLC which as at 31 December 2007 owed AED 75,372 to our subsidiary Depa Decor,General Contracting and Maintenance Co. LLC. See “Transactions with Related Parties – Intra-GroupRelated Company Transactions – Arabtec Construction LLC.” Mr. Kamal also owes sums to Depa UnitedGroup (PJSC) in relation to costs associated with the restructuring of certain group companies.See “Transactions with Related Parties – Shareholder Debt – Depa Holdings Limited.”

• Mr. Abdullah Al Mazrui is a shareholder in one of our shareholders, Mazrui Holdings LLC and is thechairman of our Board of Directors. We acquired Deco Emirates LLC and Eldiar Furniture Manufacturingand Decoration LLC from Mr. Al Mazrui and in this respect there are certain amounts outstanding fromMazrui Holdings LLC (a company that is partly owned by Mr. Al Mazrui) to Depa United Group (PJSC).See “Transactions with Related Parties – Debts owed to our Group – Acquisitions.”

• Mr. Christopher Holmes is a passive investor in one of our shareholders, Al Mal Fund, and our ManagingDirector of QA/QC. Mr. Holmes owes sums to Depa United Group (PJSC) as shareholder debt in relationto costs associated with the restructuring of certain group companies at the time when Mr. Holmes was ashareholder in Depa United Group (PJSC). See “Transactions with Related Parties – Shareholder Debt –Depa Holdings Limited.”

Each of these transactions was entered into on an arm’s length basis in the ordinary course of business and inaccordance with our normal business practices.

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Shares Held by Directors and Senior Management

Certain of our directors and managing directors own shares in our share capital and/or are passive investorsin one of our shareholders, Al Mal Fund. See “Principal and Selling Shareholders.”

Compensation

For the year ended 31 December 2007, we paid aggregate remuneration (excluding bonuses) of approximatelyAED 16.0 million to our directors, managing directors and general managers.

Share Option and Purchase Plan

We are currently in the process of implementing a share option and purchase plan for our senior managementand employees and expect to complete the implementation by early June 2008. We expect that the shares to beissued and distributed pursuant to such plan will not exceed levels that are typical for companies in our industry ata similar stage of development as us. Under the plan, employees and senior management will be eligible for(i) options over shares in a special purpose vehicle, DLESF Limited (the ESOP SPV) which at the date of thisprospectus holds 1% of our shares and (ii) a one time grant of shares in the ESOP SPV at the time of establishmentof the plan. The options, which will have a two year vesting period, will be allocated to employees and seniormanagement based on a pre-determined percentage of salary determined in accordance with each employee’s andsenior management’s salary grade. Under the one time share grant, employees will receive a number of shares inthe ESOP SPV based on their salary and years of service (up to a pre-determined maximum) while our seniormanagement will receive a number of shares in the ESOP SPV on a discretionary basis.

Litigation Statement about Directors and Officers

Within the period of five years preceding the date of this prospectus, none of the members of our Board ofDirectors, our managing directors or other senior managers:

• has had any convictions in relation to fraudulent offences; nor

• has held an executive function in the form of a senior manager or a member of the administrative,management or supervisory bodies, of any company or partnership at the time of any bankruptcy,receivership or liquidation of such company or partnership; nor

• has been subject to any official public incrimination and/or sanction by any statutory or regulatoryauthority (including any designated professional body) nor has been disqualified by a court from actingas a member of the administrative, management or supervisory bodies of an entity or from acting in themanagement or conduct of the affairs of any entity.

Corporate Governance

The corporate governance requirements of the DFSA are prescribed in Appendix 4 (Corporate Governanceand Directors’ Dealings) of the Offered Securities Rules of the DFSA and will apply to the Company followingDIFX Admission. Pursuant to the requirements referred to above, the Company, among other things, will have tocomply with the following:

• at least one third of our Board of Directors will have to be comprised of non-executive directors, and atleast two of these non-executive directors will have to be independent;

• an audit committee will have to be formed, and at least two independent non-executive directors will haveto be appointed to that committee;

• a sound internal control system will have to be implemented to safeguard shareholders’ investment andthe Company’s assets;

• an annual report will have to be filed with the DFSA that will include a statement on how the Companyis complying with the corporate governance requirements; and

• directors will not be allowed to deal in securities of, or investments related to, the Company when inpossession of undisclosed material information or during a period of one month preceding the

A10.14.1

OSR A.1.1.1(20)

A10.29.2.3.4

A10.15.1

OSR A1.1.1(18)A10.27.17.3A10.17.2A10.17.3A10.29.2.2A10.29.2.3.4

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Le RoyalAmman, Jordan

announcement of annual results or the publication of the half-yearly report, or otherwise unless givenwritten clearance to deal.

On DIFX Admission, the Company will become subject to, and will comply with, the corporate governancerequirements of the DFSA.

Our Board of Directors has established a Remuneration Committee, an Audit Committee and a NominationCommittee, with formally delegated duties and responsibilities and with written terms of reference. From time totime, separate committees may be set up by our Board of Directors to consider specific issues when the need arises.It is the intention of the Company to establish an Investment Committee shortly after DIFX Admission.

All of the committees perform their duties on behalf of our Board of Directors which is responsible forconstituting, assigning, co-opting and fixing the terms of service for the committee members, which function maybe delegated by our Board of Directors to the Nomination Committee.

Audit Committee

The Audit Committee assists our Board of Directors in discharging its responsibilities with regard to financialreporting, external and internal audits and controls, including reviewing the Company’s annual financialstatements, reviewing and monitoring the extent of the non audit work undertaken by external auditors, advisingon the appointment of external auditors and reviewing the effectiveness of the Company’s internal audit activities,legal and regulatory compliance, internal policies and controls and risk management systems. In addition, the AuditCommittee is required to prepare an annual report to our Board of Directors which sets out its findings on theabove, including recommendations for the selection of the external auditor, results of its risk management, internalcompliance and control systems review and a summary of any complaints managed in the past year. The ultimateresponsibility for reviewing and approving the accounts and the half yearly reports remains with our Board ofDirectors.

Upon DIFX Admission, the Audit Committee will comprise of the following members: Mr. Orhan Osmansoy,Mr. Nrpaditya Singhedo, Mr. Hilal Almarri and Mr. Faisal Al Matrouk. The Audit Committee will at all timesinclude at least two independent non-executive directors.

The Audit Committee meets formally at least three times a year and otherwise as requested by the chairpersonof the Audit Committee.

Remuneration Committee

The Remuneration Committee assists our Board of Directors in determining its responsibilities in relation toremuneration, including making recommendations to our Board of Directors on the Company’s policy onremuneration, executive options, share grants and determining the individual remuneration and benefits packagefor each of the non executive directors, executive directors and senior management. The Remuneration Committeealso reviews human resources policies for employees who are below general manager level, at least once everythree years. No committee member is allowed to participate in any discussion or decision regarding his/her ownremuneration and the chief executive officer is not to be present when the Remuneration Committee discussesissues relating to his remuneration. The Remuneration Committee may approve remuneration for members of theExecutive Management. All other recommendations must be referred to our Board of Directors for approval.The duties and activities of the Remuneration Committee during the year are disclosed in the Company’s annualreport and accounts.

Upon DIFX Admission, the Remuneration Committee will comprise of the following members: Mr. Faisal AlMatrouk and Mr. Hilal Al Marri. The composition of the Remuneration Committee will generally wholly compriseof independent non-executive directors.

The Remuneration Committee meets formally at least once a year and otherwise as requested by theChairperson of the Remuneration Committee.

A10.16.3

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75

Nomination Committee

The Nomination Committee assists our Board of Directors in discharging its responsibilities relating to thecomposition of our Board of Directors, performance of directors, the induction of new directors, appointment ofcommittee members and succession planning for senior management. The Nomination Committee is responsiblefor determining the appropriate skills and characteristics required of our directors and directors of our subsidiaries.In particular, the Nomination Committee assists in: (i) identifying individuals qualified to become members of ourBoard of Directors; (ii) recommending individuals to be considered for election at the next Annual GeneralMeeting of the Company or to fill vacancies; (iii) preparing a description of the role and capabilities required fora particular appointment; and (iv) developing and recommending to our Board of Directors appropriate corporategovernance guidelines. The Nomination Committee also undertakes annual reviews in light of the currentcomposition of our Board of Directors and assesses various attributes of each board member including the valueof their contributions to the business community, leadership, character, judgment, expertise, independence andcompetency. The duties and activities of the Nomination Committee during the year are disclosed in theCompany’s annual report and accounts.

Upon DIFX Admission, the Nomination Committee will comprise of the following members:Mr. Riad Kamal, Mr. Mohannad Sweid and Mr. Faisal Al Matrouk. The members of the Nomination Committeewill at all times include at least one independent non-executive director.

The Nomination Committee meets formally at least once a year and otherwise as requested by the Chair ofthe Nomination Committee.

Magic Planet City CenterDubai, UAE

TRANSACTIONS WITH RELATED PARTIES

We have, from time to time, entered into arrangements and agreements with various of our shareholders (orinvestors in our shareholders), directors, subsidiaries and affiliated companies. The following is a summary of therelated party transactions outstanding as at the date of this prospectus which we believe are material to us or to therelevant counterparty. For descriptions of certain other transactions with related parties see Note 21 to ourconsolidated financial statements for the year ended 31 December 2007 which are included in this prospectus.

Debt owed to our Group

Acquisitions

We have entered into transactions in order to acquire each of Deco Emirates LLC and Eldiar FurnitureManufacturing and Decoration LLC from a group of companies owned by Mr. Abdullah Al Mazrui, who is alsoour chairman. These transactions were concluded in early 2006. Amounts are outstanding in relation to certainarms’ length dealings between the companies acquired and the companies which remain part of the Al Mazruigroup. These transactions relate to the use of land owned by companies on either side and to an ongoingarrangement whereby Al Mazrui group companies rent accommodation space for their employees from theacquired companies. At 31 December 2007, a net amount of AED 394,963 remained outstanding from MazruiHoldings LLC to Depa United Group (PJSC).

Shareholder Debt

Our Group has certain outstanding amounts owing to it from shareholders or investors in shareholders ofvarious Group companies as described below:

Depa Holdings Limited

Depa Holdings Limited is the former owner of 99% of the share capital in our subsidiary Depa Interiors LLCand is not part of our Group. The current shareholders of Depa Holdings Limited are Mr. Riad Kamal,Mr. Mohannad Sweid and Mr. Christopher Holmes, each of whom is, directly or indirectly, a passive investor inone of our shareholders, Al Mal Fund (and in the case of Mr. Sweid, is also a shareholder in the Company) and, inthe case of Mr. Kamal and Mr. Sweid, is a member of our Board of Directors. Depa Holdings Limited is currentlythe parent company of Depa Italy srl and Depa UK Limited. These companies are in the process of being liquidatedand their respective presences re-registered as representative offices of Depa Interiors LLC so that there will beItalian and UK offices when brought within our Group. Depa Holdings Limited is currently non operative so thecosts associated with this process are being met by Depa United Group (PJSC). These costs, amounting toAED 71,524 as at 31 December 2007, are owed by Messrs Kamal, Sweid and Holmes to Depa United Group(PJSC) as shareholder debt, to be repaid on an individual basis or, with board approval, by way of deduction fromsalary.

Nabil Mohammed Mahmoud

Mr. Nabil Mohammed Mahmoud holds a 20% stake in our subsidiary Depa Albarakah LLC, the acquisitionof which was financed by a loan advanced to him by Depa Interiors LLC in the amount of AED 660,000.Mr. Mahmoud supplies Depa Albarakah LLC with skilled labour from his own company in Egypt. Certain amountsare payable by Depa Albarakah LLC to Mr. Mahmoud in respect of this skilled labour and such amounts are setoff against the loan amount owed by Mr. Mahmoud to Depa Interiors LLC. At 31 December 2007, AED 180,507was owing from Mr. Mahmoud to Depa Interiors LLC.

Global Investment House KSCC and Al Mal Capital (PJSC)

Global Investment House KSCC is a passive investor in one of our shareholders, Al Mal Fund. Al Mal Capital(PJSC) is a shareholder in the Company. In the course of certain inter-shareholder share transfers, various notaryfees and legal expenses were incurred by Depa United Group (PJSC) on behalf of Global Investment House andAl Mal Capital (PJSC). Global Investment House KSCC owed AED 22,415 and Al Mal Capital (PJSC) owedAED 56,455, each as at 31 December 2007, in respect of such fees and expenses and such amounts are to be repaidin full by each of Global Investment House KSCC and Al Mal Capital (PJSC) or, with board approval, by way ofdeduction from dividend payments payable Al Mal Capital (PJSC).

OSR A.1.1.1(18)

OSR A.1.1.1(22)

A10.19

A10.29.2.3.4

A10.31.2.1

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Hisham El Sharkawy

Mr. Hisham Al Sharkawy, is a passive investor in one of our shareholders, Al Mal Fund, and a shareholder inPino Meroni for Metal and Wooden Industries and Depa for Hotels SAE, has an outstanding debt owing to PinoMeroni for Metal & Wooden Industries in relation to a capital restructuring in that company. This debt amountedto AED 191,908 at 31 December 2007 and will be settled by way of deduction from salary or dividend payments.

Intra-Group and Related Company Transactions

Arabtec Construction LLC

Mr. Riad Kamal, who (through one of his affiliates) is a passive investor in one of our shareholders, Al MalFund, and a member of our Board of Directors, is also chief executive officer of Arabtec Construction LLC. DepaDecor, General Contracting and Maintenance Co. LLC undertook certain fit-out work for Arabtec ConstructionLLC as contractor, on arms’ length commercial terms. Certain amounts owed by Arabtec Construction LLC toDepa Decor, General Contracting and Maintenance Co. LLC under this contract remain outstanding. Furthermore,certain employees of Depa Decor, General Contracting and Maintenance Co. LLC have been seconded to ArabtecConstruction LLC and secondment fees are owing by Arabtec Construction LLC to Depa Decor, GeneralContracting and Maintenance Co. LLC. At 31 December 2007, the total amount owed by Arabtec ConstructionLLC to Depa Decor, General Contracting and Maintenance Co. LLC was AED 75,372.

Al Tawasoul Property Development Company LLC

Depa Decor, General Contracting and Maintenance Co. LLC owns a 15.6% stake in Al Tawasoul PropertyDevelopment Company LLC. Depa Decor, General Contracting and Maintenance Co. LLC has supplied fit-outservices to Al Tawasoul Property Development Company LLC in accordance with an arms’ length contract.At 31 December 2007 AED 12,815,201 of the contract price remains outstanding and owing by Al TawasoulProperty Development Company LLC to Depa Decor, General Contracting and Maintenance Co. LLC.

Depa Egypt for Import & Export

Depa Egypt for Import & Export is a company established and owned by Mr. Hisham El Sharkarwy a passiveinvestor in one of our shareholders, Al Mal Fund and a shareholder in Pino Meroni for Metal and WoodenIndustries. Though never part of our Group, Depa Egypt for Import & Export was set up to facilitate imports andexports into and out of Egypt on behalf of the Group. The company no longer provides any such services and is inliquidation. Depa for Hotels SAE has been responsible for various administrative and liquidation costs of DepaEgypt for Import and Export and, as a consequence, at 31 December 2007 Depa Egypt for Import & Export owedDepa for Hotels SAE AED 119,259 in respect of such costs.

Furthermore, Depa for Hotels SAE has given an indemnity to Depa Egypt for Import and Export in respectof any future tax liability up to a maximum of LE 1.0 million on the basis that Depa Egypt for Import and Exportprovided services to Depa for Hotels SAE on a cost basis.

Depa Mauritius/Depa India Private Limited

Depa Mauritius is a 100% subsidiary of Depa Interiors LLC and it, in turn, owns 97% of the issued shares inDepa India Private Limited. To the extent that Depa India Private Limited has any working capital requirementsthat it cannot meet from its own internal cash flows, Depa Interiors LLC advances funds to Depa Mauritius by wayof intra-group loans which Depa Mauritius in turn loans to Depa India Private Limited in the same manner.Although no amounts were owed by Depa Mauritius to Depa Interiors LLC as at 31 December 2007, such debtsarise routinely.

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SheratonAbu Dhabi, UAE

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Establishment Costs

Depa Interiors LLC has incurred certain costs relating to the establishment of various Group companiesaround the world. The costs incurred become a debt of the newly established subsidiary payable to Depa InteriorsLLC upon full incorporation of that subsidiary. At 31 December 2007, the following amounts were recorded as due(or to become due upon incorporation) from the following subsidiaries:

Outstanding as atYear ended

31 December 2007Subsidiary (AED in millions)

qqqqqq

Depa United Contracting Company (Libya) (under formation) . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3Depa Syria for Contracting & Property Development (JSC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0Depa Manufacturing Investment Company (Mauritius) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8Depa Property Investment Holding (Mauritius) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2Lindner Depa Interiors LLC (under formation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9

Employee Debt

We occasionally make certain advances of salary to employees. Amounts outstanding are deducted from therelevant employees’s salary each month and the total amounts outstanding in this respect as at 31 December 2007totalled AED 3.0 million.

In addition to these amounts, we have provided a loan to one of our employees. Zain Yoga is a business partlyowned by Ms. Noor Sweid, our Managing Director of Strategy. The fit-out of Zain Yoga’s premises was performedunder contract by Deco Emirates LLC. At 31 December 2007, AED 240,711 was owed by Ms. Sweid toDeco Emirates LLC in respect of these works. This is being paid off in monthly instalments under post-datedpersonal cheques.

Debts owed by our Group

MZ for Investment LLC

At 31 December 2007, Pino Meroni for Metal & Wooden Industries owed AED 268,384 to MZ forInvestments LLC, which is a shareholder in both Depa for Hotels SAE and Pino Meroni for Metal & WoodenIndustries in respect of working capital contributions made to Depa Egypt for Design (see below) but not recoupedwhen that company underwent a reduction of capital.

Mivan Limited

Mivan Limited is a 40% shareholder in Mivan Depa. Mivan Limited is not otherwise related to our Group.Mivan Limited has seconded certain employees to Mivan Depa and at 31 December 2007 AED 696,914 was owedby Mivan Depa to Mivan Limited in respect of such secondments.

Depa Egypt for Design

Depa Egypt for Design and Depa for Hotels SAE have the same shareholders. Depa Egypt for Design iscurrently under liquidation. The costs of liquidation have either already been paid off by Depa Egypt for Designor the shareholders of Depa Egypt for Design have made payments to Depa for Hotels SAE in respect of futurecosts associated with the liquidation. Accordingly, Depa for Hotels SAE has assumed responsibility for all costsassociated with the liquidation to the extent that these have not already been paid. At 31 December 2007, Depa forHotels SAE owed AED 85,037 to Depa Egypt for Design in respect of amounts paid to Depa Hotel Interiors SAEby the shareholders of Depa Egypt for Design.

Nasser Alsowaidi

Mr. Nasser Alsowaidi is the former 50% shareholder in Depa Decor, General Contracting and MaintenanceCo. LLC and as of 31 December 2007 a fee of AED 1.3 million remains outstanding and owing to him by DepaDecor, General Contracting and Maintenance Co. LLC pursuant to a memorandum signed by both parties anddated 31 December 2004.

Decolight Trading LLC

Depa Interiors LLC has entered into an agreement to purchase a 45.1% stake in Decolight Trading LLC.The chief executive officer of Depa United Group (PJSC) and Depa Limited, Mr. Mohannad Sweid, and Mr. SamerSawaf, the manager and a principal shareholder of Decolight Trading LLC are brothers-in-law. In addition,Mr. Sweid and Mr. Mohamed Ali Malas, both directors and shareholders (or investors in shareholders) of Groupcompanies, own minority shareholdings in Decolight Trading LLC. Depa Interiors LLC owed AED 1.1 million at31 December 2007 to Decolight Trading LLC as suppliers to certain projects of Depa Interiors LLC.

Transactions Relating to the Offering

Global Investment House KSCC, which is a passive investor in one of our shareholders, Al Mal Fund, andThe National Investor (PJSC), which is one of our shareholders, are acting as joint lead managers of the Offeringand are Initial Purchasers under the Subscription Agreement. Pursuant to the Subscription Agreement, we haveagreed to reimburse certain of their expenses as Initial Purchasers. In addition, as Initial Purchasers, each of GlobalInvestment House KSCC and The National Investor (PJSC) will receive a portion of the commissions payable tothe Initial Purchasers under the Subscription Agreement. See “Plan of Distribution” for additional information.

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Al Salam RotanaKhartoum, Sudan

PRINCIPAL AND SELLING SHAREHOLDERS

The table below identifies the interests of our principal and selling shareholders immediately beforeAdmission and immediately after Admission.

Number of Percentage of Number of Percentage ofShares before Shares before Shares after Shares after

Shareholder Admission Admission Admission(1) Admission(1)

qqqqq qqqqq qqqqq qqqqq qqqqq

Mazrui Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . 68,350,285 14.8% 54,766,513 8.8%Mr. Mohannad Sweid(2) . . . . . . . . . . . . . . . . . . . . . . 12,500,000 2.7% 10,015,780 1.6%Al Futtaim Capital LLC . . . . . . . . . . . . . . . . . . . . . 38,372,093 8.3% 30,746,115 4.9%The National Investor (PJSC) . . . . . . . . . . . . . . . . . 31,959,157 6.9% 25,607,670 4.1%Al Mal Capital (PJSC). . . . . . . . . . . . . . . . . . . . . . . 21,248,547 4.6% 17,025,662 2.7%Emaar Industries & Investments (PJSC) . . . . . . . . . 19,186,047 4.2% 15,373,058 2.5%Zabeel Investments LLC . . . . . . . . . . . . . . . . . . . . . 7,674,418 1.7% 6,149,223 1.0%Mr. Nasser Alsowaidi . . . . . . . . . . . . . . . . . . . . . . . 239,825 0.1% 192,163 0.03%Edge Investments LLC . . . . . . . . . . . . . . . . . . . . . . 42,209,303 9.2% 33,820,727 5.4%Al Mal Defined Opportunity Fund I(3) . . . . . . . . . . . 213,928,920 46.5% 171,413,198 27.5%DLESF Limited(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,602,713 1.0% 4,602,713 0.7%

qqqqqq qqqqq qqqqq qqqqq

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 460,271,308 100% 369,712,820 59.3%

(1) Assumes no exercise of the Over-allotment Option.(2) Mr. Mohannad Sweid is one of our shareholders and is also a 9.70% passive investor in one of our other shareholders, Al Mal Defined

Opportunity Fund I.(3) The following persons each hold a 3% or more interest in Al Mal Defined Opportunity Fund I: Mr. Riad Kamal, through one of his

affiliates (24.42% interest); Global Investment House KSCC (22.42% interest); Mr. Mohannad Sweid (9.70% interest); Mr. Khaldoun AlTabari (6.73% interest); Mr. Christopher Holmes (6.51% interest); Mr. Samar Sawaf (4.48% interest); Mr. Abdulrahman Hassan AbbasSharbatly (3.59% interest); and Mr. Mohamed Ali Malas (3.62% interest).

(4) DLESF Limited is the special purpose vehicle through which we will operate our share option and purchase plan for our seniormanagement and employees. See “Management and Corporate Governance – Share Option and Purchase Plan”.

We have no warrants in issue allowing holders to subscribe for 20% or more of the outstanding share capitalof the Company.

As of the date of this prospectus, 96.3% of our share capital is owned by UAE persons. Immediately followingAdmission, we anticipate that at least 57% of our share capital will be owned by UAE persons.

DIFX LR AppE,Part 1. #8

OSR A.1.1.1.1(17)

OSR A.1.1.1(17)OSR A.1.1.1(18)OSR A.1.2.1(8)DIFX LR AppE,Part 1. #7A10.17.2A10.17.3

A10.18.1A10.18.2A10.18.3A10.27.15.1A10.27.16.1A10.27.16.2

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THE DUBAI INTERNATIONAL FINANCIAL EXCHANGE

The DIFX is a securities exchange located in the DIFC, a financial free zone in the Emirate of Dubai in theUAE. The DIFX commenced operations on 26 September 2005. The DIFX was incorporated as a limited liabilitycompany under DIFC Companies Law No. 2 of 2004, on 29 September 2004 and is a wholly owned subsidiary ofthe DIFC Authority.

There are currently 12 equity securities listed on the DIFX and 23 members have been admitted to trading onthe exchange.

The DIFX has adopted two sets of rules: the Business Rules and the Listing Rules. The Business Rules governmembership in the DIFX, including eligibility requirements for financial institutions, categories of membership,rights and obligations of members and the process for membership applications. The Business Rules also set outthe procedures and responsibilities regarding clearing and settlement of securities traded on the DIFX. The ListingRules govern the listing of equity, debt and other securities on the DIFX, covering such areas as eligibility ofissuers for listing, the listing application process, continuing obligations following a listing and sanctions for non-compliance with the Listing Rules. The Business Rules and the Listing Rules are available on the website of theDIFX at www.difx.ae.

The DIFX is governed by its board of directors, comprised of ten directors, including the chief executiveofficer and chief operating officer, and three committees: the executive committee, the audit and risk managementcommittee and the nomination and remuneration committee, all of which have formal charters. The executivecommittee discharges the board of directors’ responsibilities outside regularly scheduled board meetings. The auditand risk management committee is responsible for the independent and objective oversight of legal and regulatorycompliance, governance issues, internal control and risk management, financial reporting, external and internalauditors and financial controls. The nomination and remuneration committee is responsible for recommending newmembers to the board, succession planning for the board and senior management, performance evaluation of theboard and key executives and determining remuneration of directors and senior managers and employee benefitstructures.

The DIFC has an independent legal system which was established in 2004. Companies operating in the DIFCare subject to the DIFC Companies Law. Financial activities in the DIFC are governed by the DIFC RegulatoryLaw No. 1 of 2004 (the Regulatory Law), which also establishes and governs the operation of the DFSA, an agencyof the government of the Emirate of Dubai that acts as the independent financial regulator in the DIFC. Legislation,rules and regulations governing companies incorporated in the DIFC and financial activities in the DIFC areavailable on the website of the DFSA at www.dfsa.ae.

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Ritz-CarltonDubai, UAE

DESCRIPTION OF SHARE CAPITAL

Set out below is a summary of certain information concerning our shares, certain provisions of our Articlesof Association (the Articles) and certain requirements of applicable laws and regulations in effect as at the date ofthis prospectus. This summary does not purport to be complete and comprehensive.

Our Share Capital

On incorporation on 25 February 2008, our initial registered paid up capital was US$50,000 divided into50,000 ordinary shares of US$1 each. Our initial paid up capital was subscribed to by The National Investor(PJSC), which at the time of our incorporation owned 25,500 ordinary shares of US$1.00 each, and Mr. MohannadSweid, who at the time of our incorporation owned 24,500 ordinary shares of US$1.00 each.

On 31 March 2008, we acquired 99.9% of the shares in Depa United Group (PJSC). The purchase price forsuch acquisition was settled by the issue and allotment by us of 184,058,523 ordinary shares in the Company tothe sellers of the shares in Depa United Group (PJSC). Following such issue and allotment, certain of such sellerssold their ordinary shares in the Company to other shareholders and to the Al Mal Fund. As a result of thesetransactions and the sub-division of our issued and unissued share capital mentioned below, at the date of thisprospectus our issued share capital is US$184,108,523, consisting of 460,271,308 ordinary shares, each with anominal value of US$0.40 each.

Pursuant to a shareholders resolution dated 16 April 2008, our shareholders resolved to adopt the Articles andto sub-divide our issued and unissued share capital into 5,000,000,000 ordinary shares of US$0.40 each.Our shareholders further resolved, pursuant to a shareholders resolution dated 16 April 2008, that, with effect from,and conditional upon, the DIFX Admission and the UKLA Admission, our Board of Directors be generallyauthorised to allot Shares pursuant to the Offering.

Our total authorised share capital is US$2.0 billion, comprising 5,000,000,000 ordinary shares of US$0.40each.

The application for the listing of the Shares on the Official List of Securities of the DIFX shall be for thewhole class of our shares.

Minimum UAE Ownership Requirement

Pursuant to the provisions of Article 22 of the UAE Companies Law and the provisions of the ImplementingRegulation, at least 51% of our issued share capital must be owned at all times by UAE persons. While we arecurrently in compliance with these provisions, there is a possibility that new legislation will be introduced in thefuture which will allow nationals of any GCC country or entities organised under the laws of any GCC country andwhich are themselves wholly owned by nationals of GCC countries to own more than 49% of our share capital.

We are required to issue an announcement to the public, through the Company Announcement Platformmanual system (CAP) and the Company Announcement Platform automatic system (CANDI) of the DIFX, on eachoccasion that (based on information we have received from our registrar) we become aware that the percentage ofour share capital which is owned by non-UAE persons reaches the following thresholds: 40%, 45%, 46%, 47%,48% and 48.5%.

Our Articles of Association

The following is a summary of the rights under our Articles and the DIFC Companies Law No. 3 of 2006 (theDIFC Companies Law) which attach to our existing shares, with which the new Shares will rank pari passu inall respects when unconditionally allotted and fully paid.

In the following description of the rights attaching to our shares, a holder of shares and a shareholder is, inboth cases, the person registered in our register of shareholders as the holder of the relevant shares.

A10.21.2.3

OSRA.1.1.1(19)(f)

A10.21.2.1

A10.27.5

DIFX LR AppE, Part1

DIFX LR AppE, Part 2, #2

OSR A1.2.1(2)(g)

A10.21.1.1

A10.21.1.7

A10.27.4

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Objectives

As set out in article 1.4 of our Articles, our principal business activities are the investment, acquisition, andholding of investments and interests in companies, the acquisition of and trading in assets and interests in assets,the provision of advisory services to entities within our Group and, in general, to engage in any lawful act oractivity for which companies may be incorporated under the DIFC Companies Law.

Share Capital

All shares rank in all respects equally with other shares of the same class. Whenever our share capital isdivided into different classes of shares, all or any of the rights for the time being attached to any class of shares inissue may from time to time (whether or not the Company is being wound up) be varied in such manner as thoserights may provide or (if no such provision is made) either with the consent in writing of the holders ofthree–fourths in nominal value of the issued shares of that class or with the authority of a special resolution passedat a separate general meeting of the holders of those shares.

Subject to the DIFC Companies Law and to the rights conferred on the holders of any existing shares, newshares may be allotted or issued with, or have attached to them, such rights or restrictions as we may by ordinaryresolution determine or, if no such resolutation is in effect or so far as the resolution does not make specificprovision, as our Board of Directors may decide. We may issue, or convert existing non-redeemable shares,whether issued or not, into redeemable shares at our option or at the option of our shareholders. All shares must befully paid when allotted and we will not take a lien over any of the shares.

The DIFC Companies Law provides that we may purchase our own shares (including any redeemable shares).The shares may only be purchased if approved in advance by us pursuant to an ordinary resolution.

Share Certificates

Subject to the DIFC Companies Law and to any other applicable laws and regulations and the facilities andrequirements of any relevant system concerned, our Board of Directors have the power to implement anyarrangements as they may, in their absolute discretion, think fit in relation to the evidencing of title to and transferof uncertificated (dematerialised) shares. Unless otherwise determined by our Board of Directors and permitted bythe DIFC Companies Law and any other applicable laws and regulation, no person shall be entitled to receive acertificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificateand for so long as any transfers of that share may be made otherwise than by a written instrument.

Subject to the DIFC Companies Law and to any other applicable laws and regulations and the facilities andrequirements of any relevant system concerned:

• our Board of Directors may in their absolute discretion convert certificated shares into uncertificatedshares and vice versa, in such manner as it may, in its absolute discretion, think fit;

• we will enter on the register of shareholders how may shares are held in uncertificated form and incertificated form and, unless our Board of Directors otherwise determines, holdings in certificated formand uncertificated form shall be treated as separate holdings; and

• a class of shares is not to be treated as two classes by virtue of the fact that such class comprises bothcertificated shares and uncertificated shares or as a result of a provision of the Articles, the DIFCCompanies Law or any other applicable law or regulation which applies only in respect of certificated oruncertificated shares.

Every person (except a person to whom we are not required by law to issue a certificate) whose name isentered on the register of shareholders as a holder of certificated shares is entitled, without charge, to receive onecertificate for all the certificated shares of a class registered in his name (or several certificates each for one or moreof his shares upon payment of $10 for every certificate after the first or such lesser sum as the directors shall fromtime to time determine) or, in the case of certificated shares of more than one class being registered in his name,to a separate certificate for each class of shares. Where a shareholder transfers part of his shares comprised in acertificate he is entitled, without charge, to one certificate for the balance of certificated shares retained by him.

DIFX LR AppE, Part 2, #4

A10.27.3

A10.21.2.4

A10.27.2

DIFX LR AppE,Part 2, #3

A10.21.2.2

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City Stars Shopping MallCairo, Egypt

Where a certificate is worn out or defaced, our Board of Directors may require the certificate to be deliveredto it and payment of any exceptional out-of-pocket expenses incurred by us before issuing a replacement andcancelling the original. If a certificate is lost or destroyed, our Board of Directors may cancel it and issue areplacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptionout of pocket expenses we incur in the investigation of that evidence and the preparation of that indemnity as ourBoard of Directors may decide.

Untraced Shareholders

We may sell the share of a shareholder or of a person entitled by transmission at the best price reasonablyobtainable at the time of sale, if:

• during a period of not less than seven years before the date of publication of the advertisements referredto below (or, if published on two different dates, the first date) (the relevant period) at least three cashdividends (whether interim or final) have become payable in respect of the share and no dividend duringthat period has been claimed;

• throughout the relevant period no check, warrant or money order payable on the share has been cashedand we have not at any time during the relevant period received any communication from the holder of,or person entitled by transmission to, the share;

• on expiry of the relevant period we have given notice of our intention to sell the share by advertisementin a national newspaper in the UAE and in a newspaper circulating in the area of the address of the holderof, or person entitled by transmission to, the share shown in the register;

• we have not during a further period of three months after the date of such advertisements and before theexercise of the power of sale received a communication from the holder of, or person entitled bytransmission to, the share; and

• if the shares are listed and admitted to trading on the DIFX, we have given notice to the DIFX of ourintention to sell such shares.

We shall be indebted to the shareholder or other person entitled by transmission to the share for the netproceeds of the sale and shall carry any amount received on sale to a separate account. No trust shall be created inrespect of the debt and such net proceeds may be employed in our business or invested as our Board of Directorsmay think fit.

Changes in Share Capital

We may by special resolution:

• increase our share capital by creating new shares;

• consolidate and divide all or any of our shares (whether allotted or not) into shares representing a largervalue than our existing shares;

• sub-divide all or any of our shares into shares of a smaller amount;

• redenominate all or any of our share capital and reduce our share capital in connection with such aredenomination; and

• cancel shares which, at the date of the passing of the resolution to cancel them, have not been taken oragreed to be taken by any person and diminish the amount of our share capital by the amount of theshares so cancelled.

Any fractions of shares resulting from a consolidation and division or sub-division of shares may be dealt withby our Board of Directors on behalf of the shareholders as it thinks fit.

We may, in accordance with the DIFC Companies Law, reduce our share capital in any way and on such termsas we may decide.

A10.21.2.8

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Dividends

Subject to the provisions of the DIFC Companies Law, we may by ordinary resolution declare dividends inaccordance with the respective rights and interests of the shareholders, but no dividend shall exceed the amountrecommended by our Board of Directors.

We may declare a dividend or resolve to make a distribution at any time if our Board of Directors has resolved,on reasonable grounds, that we will, immediately after the dividend is paid or the distribution is made, be able topay our debts as they become due in the normal course of business.

We may pay a dividend or make a distribution at any time if:

• the dividend has been declared or the distribution has been resolved to be made as set out above;

• the dividend will be paid, or the distribution will be made, out of our profits and/or surplus as shown inour accounts prepared as at the end of the last financial year or, in the case of an interim dividend ordistribution, at the end of such period as is sufficient to enable our Board of Directors to form a reasonableview as to the amount of the profits and/or surplus from which the dividend will be paid or the distributionwill be made; and

• our Board of Directors has resolved immediately prior to the payment of the dividend or the making ofthe distribution, on reasonable grounds, that we will, immediately after the dividend is paid or thedistribution is made, be able to pay our debts as they become due in the normal course of business and atno time between the date of the resolution of our Board of Directors declaring the dividend or distributionand the date of the resolution immediately prior to the payment did our Board of Directors consider thatwe would not, after the dividend has been paid or the distribution has been made, be able to pay our debtsas they become due in the normal course of business.

Subject to the provisions of the DIFC Companies Law, our Board of Directors may declare and pay suchinterim dividends as appears to it to be justified by our profits available for distribution. If the share capital isdivided into different classes, no interim dividend shall be paid on shares carrying deferred or non-preferred rightsif, at the time of payment, any preferential dividend is in arrears.

Our Board of Directors may, with our prior authority pursuant to an ordinary resolution, direct that paymentof a dividend may be satisfied wholly or in part by the distribution of specific assets and, in particular, of paid upshares or the debentures of any other company.

A dividend unclaimed by a shareholder for a period of seven years from the date it was declared or becamedue for payment shall be forfeited and shall cease to remain owing by us.

Transfer of Shares

A shareholder may transfer all or any of his certificated shares by instrument of transfer in writing in any usualform or in any other form approved by our Board of Directors and the instrument shall be executed by or on behalfof the transferor. All transfers of uncertificated (dematerialised) shares are to be made in accordance with anyarrangements made by our Board of Directors pursuant to the Articles.

In exceptional circumstances approved by the DIFX, our Board of Directors may refuse to register a transferof certificated shares provided that such refusal would not disturb the market in those shares. Our Board ofDirectors may also refuse to register any transfer of a share in certificated form unless it:

• is in respect of only one class of shares;

• is in favor of a single transferee or not more than four joint transferees; and

• is delivered for registration to our registered office or such other place as our Board of Directors maydecide, accompanied by the certificate for the shares to which it relates and such other evidence as ourBoard of Directors may reasonably require to prove the title of the transferor and the due execution by

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him of the transfer, if the transfer is executed by some other person on his behalf, the authority of thatperson to do so.

The registration of transfers may be suspended at such times and for such periods (not exceeding 30 days inany year) as our Board of Directors may decide in its discretion and either generally or in respect of a particularclass of shares as determined by it. We may not charge any fee for registering the transfer of a share. We may retainany instrument of transfer which is registered.

Our Power to Investigate Interests in Shares

We (or a person authorised by us) may at any time give written notice to any person whom we (or suchauthorised person) know or have reasonable cause to believe to be, or in the previous three years to have been,interested in our shares, requiring him to confirm or deny such interest and to give such further information as maybe requested.

In accordance with Rules 9.2.2 and 9.2.3 of the Offered Securities Rules of the DFSA, any person owning orbeneficially owning shares carrying more than 5% of the votes attached to all our shares must file a report with usand the DFSA and thereafter file a further report with us and the DFSA with respect to each increase or decreasein its holding that exceeds one full percentage point from the level reported by such person in its previous report.

If it shall come to the notice of the directors that a shareholder has not complied with his notificationobligation pursuant to the Offered Securities Rules of the DFSA or if the person on whom notice by us is servedfails within the period specified by us to supply to us the information thereby requested, unless our Board ofDirectors otherwise decides, the shareholder is no longer entitled in respect of the default shares to be present atgeneral meetings or to vote on any question, or to be counted in a quorum. Where the default shares represent atleast 0.25% in nominal value of the issued shares of the relevant class, we may also suspend payment of dividendswhich would have been payable in respect of the shares in relation to which the default has occurred; treat anyelection made by the defaulting shareholder to receive shares instead of cash as ineffective; and, in certaincircumstances, refuse to register a transfer of shares held by the defaulting shareholder.

Relevant Shares

Our Board of Directors may (or may authorise any person to), at any time, by notice in writing, require anyshareholder or other person appearing to be interested or appearing to have been interested in shares to show to thesatisfaction of our Board of Directors (or such authorised person) that the shares in question are not RelevantShares. Any person who receives such notice may, within seven days (or such longer period as our Board ofDirectors may consider reasonable), make representations to our Board of Directors as to why such shares shouldnot be treated as Relevant Shares. Relevant Shares means shares (including, without limitation, shares representedby global depositary receipts) which are held by persons who are not either (i) nationals of the UAE or (ii) entitiesorganised under the laws of the UAE and which are themselves wholly owned by nationals of the UAE (Non UAEShareholders).

Our Board of Directors shall maintain a register of the Non UAE Shareholders and the Relevant Shares.The particulars in the register shall comprise, in addition to the nature and number of the Relevant Shares, of thename of each Non UAE Shareholder, the name of any non UAE national interested or who appears to our Boardof Directors to be interested in such shares and such information as has been supplied to our Board of Directorspursuant to any disclosure notices served pursuant to the above or such information as our Board of Directorsconsiders appropriate. Our Board of Directors shall remove from the register of the Non UAE Shareholdersparticulars of any share if it has received a declaration by the holder of such share (together with such otherevidence as our Board of Directors may require) that satisfies our Board of Directors that such share is no longera Relevant Share.

Required Disposals

Our Board of Directors may (or may authorise any person to), at any time after it becomes aware of theoccurrence of a breach (a Relevant Breach) of the requirement under applicable laws of the DIFC and/or the UAEthat at least 51% (or such other minimum percentage as is required from time to time under applicable laws of theDIFC and/or the UAE) of our shares are held by a person who is either a national of the UAE or is an entity

A10.21.2.7

organised under the laws of the UAE and which is itself wholly owned by nationals of the UAE(a UAE Shareholder), serve written notice (the Transfer Notice) on any Non UAE Shareholder whose acquisitionof Relevant Shares our Board of Directors (or such authorised person) reasonably considers caused the RelevantBreach or who our Board of Directors (or such authorised person) reasonably considers acquired Relevant Sharesafter the occurrence of the Relevant Breach and, if our Board of Directors (or such authorised person) so chooses,to any other person appearing to be interested in such shares, requiring the disposal within seven days (or suchlonger period as our Board of Directors considers reasonable) to a person who is or will, after such disposal, be aUAE Shareholder of some or all of the Relevant Shares or interests therein held by him. Our Board of Directorsmay extend the period during which any such notice is to be compiled with or may withdraw the notice if it appearsto it that the shares are no longer Relevant Shares or in any other circumstance our Board of Directors sees fit.

If our Board of Directors (or any person authorised by it) is not satisfied that the Transfer Notice referred toabove has been complied with within seven days after the giving of the Transfer Notice (or such longer period asour Board of Directors considers reasonable), our Board of Directors (or such authorised person) may, so far as itis able, dispose, or procure the disposal, of the Relevant Shares or interests therein to a person who is, or will, aftersuch disposal, be a UAE Shareholder. The timing, manner and terms of such disposal (including the price at whichsuch disposal is made) shall be such as our Board of Directors (or such authorised person) determines to bereasonably obtainable having considered all circumstances based on the advice of its bankers, brokers or otherpersons our Board of Directors (or such authorised person) considers appropriate to consult. Our Board ofDirectors (or such authorised person) shall give notice of such disposal to those persons to whom such noticewas served.

In the case of a purchase of Relevant Shares by the Company to effect a disposal of Relevant Shares orinterests therein, the price for the Relevant Shares paid shall not be less than the best price reasonably obtainablefor a sale of such shares in the market at the time of such purchase as determined by our Board of Directors basedon the advice of its bankers, brokers or other persons our Board of Directors considers appropriate to consult.

To give effect to any disposal of Relevant Shares or interest therein, our Board of Directors may authorise inwriting any person to execute any instrument of transfer on behalf of any shareholder and/or convert any share fromuncertificated form to certificated form and to enter the name of the transferee in the register of shareholders of theCompany notwithstanding the absence of any share certificate. The proceeds of the disposal shall be received byor on behalf of the Company whose receipt shall be good discharge for the purchase money and shall be paid(without interest thereon and after deduction of expenses incurred by our Board of Directors) to the former holderupon surrender for cancellation of the certificate in respect of the shares. On and after the date of service of aTransfer Notice, and until registration of a transfer of the Relevant Shares to which it relates, the rights andprivileges attaching to such Relevant Shares shall be suspended and not capable of exercise.

General Meetings

We must hold an annual general meeting once every year. Such meetings shall be convened by our Board ofDirectors at such time and place as it thinks fit provided that there must not be a gap of more than fifteen monthsbetween one annual general meeting and the next and not more than six months shall elapse between the end ofour financial year and our next annual general meeting. All our general meetings other than annual generalmeetings are called extraordinary general meetings.

Voting Rights

At a general meeting every shareholder present in person or by proxy has on a show of hands one vote andevery shareholder present in person or by proxy has on a poll vote one vote for every share of which he is theholder.

In the case of joints holders of a share, the vote of the senior who tenders a vote, whether in person or byproxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority isdetermined by the order in which the names of the holders stand in the register.

OSR A1.2.1(3)

DIFX LR AppE, Part 2, #6

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An instrument appointing a proxy shall be in writing in any usual form (or in another form approved by ourBoard of Directors) executed under the hand of the appointer or his duly authorised agent or, if the appointer is acorporation, under it seal or under the hand of its duly authorised officer or agent or other person authorised to sign.

Proceedings at General Meetings

The chairman of our Board of Directors or, in his absence, the deputy chairman (if any) shall preside aschairman at a general meeting. If there is no chairman or vice chairman, or if at a meeting neither is present andwilling and able to act within five minutes after the time fixed for the start of the meeting, the directors presentshall select one of their number to be chairman. If only one director is present and willing and able to act, he shallbe chairman. In default, the shareholders present in person and entitled to vote shall choose one of their number tobe chairman.

At the general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless(before or on the declaration of the result of the show of hands) a poll is demanded by:

• the chairman of the meeting;

• at least five shareholders present in person or by proxy and having the right to vote on the resolution; or

• a shareholder or shareholders present in person or by proxy representing in aggregate not less thanfive per cent. (5%) of the total voting rights of all the shareholders having the right to vote on theresolution.

The demand for a poll may be withdrawn but only with the consent of the chairman of the meeting. A demandwithdrawn in this way validates the result of a show of hands declared before the demand was made. If a poll isdemanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meetingshall continue as if the demand had not been made.

In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting atwhich the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in additionto any vote to which he is entitled as a shareholder.

Powers and Duties of our Board of Directors

Subject to the DIFC Companies Law and the Articles and to directions given by us pursuant to specialresolutions, our business and affairs shall be managed by our Board of Directors which may exercise all the powersof the Company whether relating to the management of the business or not.

Our Board of Directors may delegate to a director holding executive office or to a committee consisting ofone or more persons (whether a member or members of our Board of Directors or not) any of its powers, authoritiesand discretions for such time and on such terms and conditions as it thinks fit.

Appointment

At every annual general meeting one third or the number nearest to (but not less than) one third of the directorswho are subject to retirement by rotation shall retire. The directors to retire by rotation at an annual general meetinginclude, so far as necessary to obtain the number required first, a director who wishes to retire and not offer himselffor reappointment, and, second, those directors who have been longest in office since their last appointment orreappointment. As between two or more who have been in office an equal length of time, the director to retire shall,in default of agreement between them be determined by lot.

Directors’ Interests

A director shall declare the nature of his interest in any contract, arrangement, transaction or proposal with usat the first opportunity at a meeting of our Board of Directors after he knows he is or has become interested or bywriting to the directors as required by the DIFC Companies Law.

OSR A.1.1.1(19)(a)

OSR A.1.1.1(19)(c)

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Directors’ Remuneration

The directors shall receive such remuneration and payment of expenses incurred in association with thecarrying out of their duties as directors, as shall be determined by the Remuneration Committee and NominationCommittee.

Indemnity of Officers

We shall indemnify each of our directors or officers in respect of any liability incurred in defending anyproceedings to the extent allowed by the DIFC Companies Law.

Distributions on Liquidation to Shareholders

On a voluntarily winding up of the Company the liquidator may, on obtaining any sanction required by law,divide among the shareholders in kind the whole or any part of our assets, whether or not the assets consist ofproperty of one kind or of different kinds, and vest the whole or any part of the assets in trustees upon such trustsfor the benefits of the shareholders as he, with the like sanction, shall determine. For this purpose the liquidatormay set the value he deems fair on a class or classes of property, and may determine on the basis of that valuationand in accordance with the then existing rights of shareholders how the division is to be carried out betweenshareholders or classes of shareholders. The liquidator may not, however, distribute to a shareholder without hisconsent an asset to which there is attached a liability or potential liability for the owner.

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TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS

The following terms and conditions (subject to completion and minor amendment and excepting sentences initalics) will apply to the Global Depositary Receipts, and will be endorsed on each Global Depositary Receiptcertificate:

The Global Depositary Receipts (the GDRs) represented by this certificate are each issued in respect of iShares of nominal value U.S.$0.40 each (the Shares) in Depa Limited (the Company) pursuant to and subject toan agreement to be made between the Company and Deutsche Bank Trust Company Americas in its capacity asdepositary (the Depositary) for the “Regulation S Facility” and for the “Rule 144A Facility” (such agreement, asamended from time to time, being hereinafter referred to as the Deposit Agreement). Pursuant to the provisionsof the Deposit Agreement, the Depositary has appointed Deutsche Bank AG, Amsterdam as Custodian (theCustodian) to receive and hold on its behalf the share certificates in respect of certain Shares (the DepositedShares) and all rights, interests and other securities, property and cash deposited with the Custodian which areattributable to the Deposited Shares (together with the Deposited Shares, the Deposited Property). The Depositaryshall hold the Deposited Property for the benefit of the Holders (as defined below) as bare trustee in proportion totheir holdings of GDRs. In these terms and conditions (the Conditions), references to the “Depositary” are toDeutsche Bank Trust Company Americas and/or any other depositary which may from time to time be appointedunder the Deposit Agreement, references to the “Custodian” are to Deutsche Bank AG, Amsterdam or any othercustodian from time to time appointed under the Deposit Agreement and references to the Main Office means, inrelation to the relevant Custodian, its central office at Herengracht 450, 1017 CA Amsterdam, Netherlands or suchother location of the central office of the Custodian as may be designated by the Custodian with the approval ofthe Depositary (if outside the Dubai International Financial Centre (the DIFC) or the head office of any othercustodian from time to time appointed under the Deposit Agreement.

GDRs may take the form of either (i) GDRs represented by a Master Regulation S GDR (the MasterRegulation S GDR) registered in the name of a common nominee for, and held by a common depositary (theCommon Depositary) for, Clearstream Banking, société anonyme (Clearstream, Luxembourg) and Euroclear, andheld for the account of accountholders in Clearstream, Luxembourg or Euroclear, as the case may be,exchangeable in certain circumstances and upon delivery to the Depositary of either (a) a certificate substantiallyin the form of Schedule 3 Part A of the Deposit Agreement or (b) an electronic confirmation through Euroclear,Clearstream, Luxembourg, or DTC (to the extent permitted), as the case may be, in lieu of such certification setforth in Schedule 3 Part A by or on behalf of such person, for a certificate in definitive registered form in respectof GDRs evidencing all or part of the interest of such person in the Master Regulation S GDR; or (ii) GDRsrepresented by a Master Rule 144A GDR (the Master Rule 144A GDR) registered in the name of The DepositaryTrust Company (DTC) (or its nominee) and held for the account of participants therein, exchangeable as set outtherein in certain circumstances, upon delivery to the Depositary of either (a) a certificate substantially in the formof Schedule 3 Part A of the Deposit Agreement or (b) an electronic confirmation through Euroclear or Clearstream,Luxembourg, as the case may be, in lieu of such certification set forth in Schedule 3 Part A by or on behalf of suchperson, for a certificate in definitive registered form in respect of GDRs evidencing all or part of the beneficialinterest of such person in the Master Rule 144A GDR. A GDR represented by an individual definitive certificatewill not be eligible for clearing and settlement through Clearstream, Luxembourg, Euroclear or DTC. The MasterRegulation S GDR and the Master Rule 144A GDR are together referred to as the Master GDRs.

Subject to the provisions and upon compliance with the conditions of the Deposit Agreement, interests in theMaster Regulation S GDR may be exchanged by the Holder thereof for interests in the corresponding number ofGDRs represented by the Master Rule 144A GDR, and vice versa. Subject to the limited exceptions set forth herein,interests in the GDRs represented by the Master Regulation S GDR may be held only through Euroclear orClearstream, Luxembourg and may be transferred to a person whose interest in such GDRs is subsequentlyrepresented by the Master Rule 144A GDR only if such transfer is being made to a person whom the transferorreasonably believes to be a qualified institutional buyer in a transaction meeting the requirements of Rule 144Aand in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.Interests in the GDRs represented by the Master Rule 144A GDR may be held only through DTC and may betransferred to a person whose interest in such GDRs is subsequently represented by the Master Regulation S GDRat any time if such transfer is being made in accordance with Regulation S under the Securities Act. In such case,entries in the books of the Depositary against the Master Regulation S GDR and the Master Rule 144A GDR will

A10.28.1

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A10.28.5

A10.29.4.2

OSR A.1.2.1(3)

be made accordingly to show the relative increase or decrease, as the case may be, in the number of DepositedShares evidenced thereby.

The Master Regulation S GDR and the Master Rule 144A GDR will only be exchanged for definitive GDRsin registered form in the circumstances described in (i), (ii), (iii), (iv) or (v) below, in whole but not (except in thecase of (iv) or (v) below) in part. The Depositary shall deliver, within 60 days of the occurrence of the relevantevent described in (i), (ii), (iii), (iv) or (v) below, GDRs in definitive form, in exchange for either the MasterRegulation S GDR or the Master Rule 144A GDR, to Holders in the event that:

(i) the Holder of the Master Regulation S GDR or the Master Rule 144A GDR is unwilling or unable to continueas common depositary or depositary (or as nominee thereof), as the case may be, and a successor commondepositary or successor depositary (or successor nominee therefore), as the case may be, is not appointedwithin 90 calendar days; or

(ii) in the case of the Master Rule 144A GDR, DTC or any successor ceases to be a “clearing agency” registeredunder the United States Securities Exchange Act of 1934, as amended; or

(iii) either Clearstream, Luxembourg or Euroclear (in the case of the Master Regulation S GDR) or DTC (in thecase of the Master Rule 144A GDR) is closed for business for a continuous period of 14 days (other than byreason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does, infact, do so and no alternative clearing system satisfactory to the Depositary is available within 45 days; or

(iv) the Depositary has determined that, on the occasion of the next payment in respect of the GDRs, the Company,the Depositary or its Agent would be required to make any deduction or withholding from any payment inrespect of the GDRs which would not be required were the GDRs in definitive form; or

(v) the Holder gives notice to the Depositary of its desire to exchange a part or the whole of the Master RegulationS GDR or the Master Rule 144A GDR for certificates evidencing GDRs in definitive registered form.

The settlement of cross-market trades between participants in either Clearstream, Luxembourg or Euroclearand participants in DTC will take longer than settlement of trades either solely within one clearing system orbetween Clearstream, Luxembourg or Euroclear and, consequently, investors will not enjoy the same ability to usesecurities for transactions such as lending and repurchase agreements. Settlement on a delivery versus paymentbasis will not be available. Investors will have to make their own payment arrangements for such cross-markettrades outside the clearing systems. Investors should consult the relevant clearing system if they are in any doubt.

References in these Conditions to the “Holder” of any GDR shall mean the person or persons registered onthe books of the Depositary maintained for such purpose (the Register) as holder. These Conditions includesummaries of, and are subject to, the detailed provisions of the Deposit Agreement, which includes the forms ofthe certificates in respect of the GDRs. Copies of the Deposit Agreement are available for inspection at thespecified office of the Depositary and each Agent (as defined in Condition 17) and at the Main Office of theCustodian. Terms used in these Conditions and not defined herein but which are defined in the Deposit Agreementhave the meanings ascribed to them in the Deposit Agreement. Holders are deemed to have notice of and be boundby all of the provisions of the Deposit Agreement applicable to them.

1. Deposit of Shares and other securities

(a) After the initial deposit of Shares by the Company in respect of each GDR, unless otherwise agreed by theDepositary and the Company and permitted by applicable law, only the following may be deposited under theDeposit Agreement in respect of such GDR:

(i) Shares issued as a dividend or free distribution on Deposited Shares pursuant to Condition 5;

(ii) Shares subscribed to or acquired by Holders from the Company through the exercise of rights distributedby the Company to such persons in respect of Deposited Shares pursuant to Condition 7;

(iii) securities issued by the Company to the Holders in respect of Deposited Shares as a result of any changein the par value, sub-division, consolidation or other reclassification of Deposited Shares or otherwise

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pursuant to Condition 10. References in these Conditions to “Deposited Shares” or “Shares” shallinclude any such securities, where the context permits; and

(iv) (to the extent permitted by applicable law and regulation) any other Shares in issue.

References in these Conditions to Deposited Shares or Shares shall include any such securities, where thecontext permits.

(b) In accordance with the terms of the Deposit Agreement and upon delivery of a duly executed order (in a formapproved by the Depositary) and, if required by the Depositary, either (i) a duly executed certificatesubstantially in the form of Schedule 3 Part B of the Deposit Agreement by or on behalf of any investor whois to become the beneficial owner of the GDRs or (ii) an electronic confirmation through Euroclear orClearstream, Luxembourg, as the case may be, in lieu of such certification set forth in Schedule 3 Part B byor on behalf of such person, the Depositary will from time to time issue GDRs in respect of Shares acceptedfor deposit under this Condition. Such further GDRs will have the same terms and conditions as the GDRswhich are then outstanding in all respects (or the same in all respects except for the first dividend payment onthe Shares corresponding to such further GDRs) and, subject to the terms of the Deposit Agreement, shallform a single series with the already outstanding GDRs. References in these Conditions to the GDRs include(unless the context requires otherwise) any further GDRs issued pursuant to this Condition and forming asingle series with the already outstanding GDRs. Under the Deposit Agreement, the Company must informthe Depositary if any Shares issued by it which may be deposited under this Condition do not, by reason ofthe date of issue or otherwise, rank pari passu in all respects with the other Deposited Shares. Subject to theprovisions of Conditions 5, 7 and 10, if the Depositary accepts such Shares for deposit it will arrange for theissue of temporary GDRs in respect of such Shares which will form a different class of GDRs from the otherGDRs until such time as the Shares which they represent become fully fungible with the otherDeposited Shares.

Subject to the terms and conditions of the Deposit Agreement, upon (i) physical delivery to the Custodian ofShares, (ii) if required, delivery to the Depositary of either (a) a certificate substantially in the form ofSchedule 3 Part B of the Deposit Agreement and available from the Depositary or the Custodian or (b) anelectronic confirmation through Euroclear, Clearstream, Luxembourg or DTC (to the extent permitted), as thecase may be, in lieu of such certification set forth in Schedule 3 Part B by or on behalf of such person, (iii)payment of necessary taxes, governmental charges (including transfer taxes) and other fees, expenses andcharges as set forth in Condition 16 and the Deposit Agreement, and (iv) receipt of a duly executed noticecontaining instructions for delivery of GDRs in definitive form at the specified office of the Depositary orinstructions for crediting interests in the Master Regulation S GDR to the account of the Common Depositaryand/or the Master Rule 144A GDR to the account of DTC (or its nominee), the Depositary will adjust itsrecords for the number of GDRs issued in respect of the Shares so deposited and will notify the CommonDepositary or DTC, as the case may be, as to the increase in the number of GDRs represented by the MasterRegulation S GDR or the Master Rule 144A GDR, respectively. Each person receiving a GDR or interesttherein will be deemed to make the representations, covenants and acknowledgements set forth under“Transfer Restrictions on the GDRs”.

(c) The Depositary will refuse to accept Shares for deposit whenever it is notified in writing by the Company thatthe Company has restricted the transfer of such Shares to comply with ownership restrictions under anyapplicable law in the DIFC and the UAE or that such deposit would result in the violation of any applicablelaw in the DIFC and the UAE or governmental or stock exchange regulations. The Depositary will also refuseto accept certain Shares for deposit when notified in writing by the Company that the Deposited Shares orGDRs or any depositary receipts representing Shares are listed on a U.S. national securities exchangeregistered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation systemunless the Company has notified the Depositary that it has received evidence satisfactory to it that suchsecurities were not when issued of such class of securities so listed or quoted and accompanied by evidencesatisfactory to the Depositary that any Shares presented for deposit are eligible for resale pursuant to Rule144A under the Securities Act. The Depositary may also refuse to accept Shares for deposit if such action isdeemed necessary or desirable by the Depositary, in good faith, at any time or from time to time because ofany requirements of law or of any government or governmental authority, body or commission or stockexchange or under any provision of the Deposit Agreement or for any other reason.

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(d) In its capacity as Depositary, the Depositary shall not lend, trade or deal in the Shares or other DepositedProperty held hereunder or GDRs, provided that the Depositary reserves the right subject to applicable law(and without prejudice to its obligations Clause 2.1 of the Deposit Agreement and unless requested in writingby the Company to cease doing so to (i) issue GDRs or interests in the Master GDRs prior to the receipt ofShares by the Custodian or the Depositary and (ii) deliver Deposited Property prior to the receipt andcancellation of GDRs in accordance with these Conditions, including GDRs which were issued underCondition 1(A) above but for which Shares may not have been received (a pre-release). Each such pre-releasetransaction shall be (a) preceded or accompanied by a written representation from the person to whom GDRsor Deposited Property are to be delivered that at the time of such transaction such person, or its customer(i) beneficially owns the corresponding Deposited Property or GDRs to be received, as the case may be,(ii) assigns all beneficial right, title and interest in and to such Deposited Property or GDRs, as the case maybe, to the Depositary in its capacity as such and will hold such Deposited Property or GDRs, as the case maybe, in trust for the Depositary until their delivery to the Depositary or Custodian, (iii) will reflect theDepositary as the owner of such Deposited Property or GDRs, as the case may be, on its records, (iv) willdeliver such Deposited Property or GDRs, as the case may be, to the Depositary or Custodian upon theDepositary’s request and (v) will not take any action with respect to such Deposited Property or GDRs, as thecase may be, that is inconsistent with the transfer of beneficial ownership (including without the consent ofthe Depositary, disposing of such Deposited Property or GDRs, as the case may be), other than to deliver suchDeposited Property or GDRs, as the case may be, to the Depositary in its capacity as such, (b) at all timesfully collateralised with cash, U.S. government securities, or other collateral of comparable safety andliquidity, (c) terminable by the Depositary on not more than five business days’ notice, and (d) subject to suchfurther indemnities and credit regulations as the Depositary deems appropriate. The Depositary may also setlimits with respect to the number of Shares and GDRs involved in transactions to be effected hereunder withany one person on a case by case basis as it deems appropriate. The number of Shares not deposited butrepresented by GDRs outstanding at any time as a result of pre-releases will not normally exceed thirty(30) per cent. of the Shares deposited hereunder, provided, however, that the Depositary reserves the right todisregard such limit from time to time as it deems appropriate and (provided it obtains the prior writtenconsent of the Company) to exceed or change such limit for the purposes of general application. The collateralreferred to in (b) above shall be held by the Depositary for the benefit of the Holders as security for theperformance of the obligations to deliver such Deposited Property or GDRs, as the case may be, set forth in(a) above.

Nothing in this Condition 1(d) shall oblige the Company to issue any new Shares in respect of any pre-releaseby the Depositary.

2. Withdrawal of Deposited Property

(a) Deposited Property may not be withdrawn until the Depositary has received a written confirmation from theCompany that the Shares are listed on the Dubai International Financial Exchange (DIFX). The Depositaryshall notify the Holders of such listings in accordance with Condition 23 as soon as is practically possibleafter receiving such written confirmation. Subject as set out above and to Condition 2(b) to 2(e) below, at anytime, any Holder may request withdrawal of, and the Depositary shall thereupon relinquish, insofar aspermitted by any applicable law of the DIFC and the UAE, the Deposited Property attributable to any GDRupon production of such evidence that such person is the Holder of and entitled to the relevant GDR and suchother evidence as the Depositary may reasonably require at the specified office of the Depositary or any Agentaccompanied by:

(i) a duly executed order (in a form approved by the Depositary) requesting the Depositary to cause theDeposited Property being withdrawn to be delivered at the Office of the Custodian, or (at the request,risk and expense of the Holder) at the specified office from time to time of the Depositary or any Agent(located in the DIFC or such other place as permitted under applicable law from time to time) to, or tothe order in writing of, the person or persons designated in such order;

(ii) either (x) a duly executed and completed certificate substantially in the form set out in Schedule 3 Part Cto the Deposit Agreement or (y) an electronic confirmation through Euroclear or Clearstream,Luxembourg, as the case may be, in lieu of such certification set forth in Schedule 3 Part C by or onbehalf of such person, if Deposited Property is to be withdrawn or delivered at any time in respect ofsurrendered Rule 144A GDRs represented by the Master Rule 144A GDR;

A10.28.13

Crowne Plaza DFCDubai, UAE

(iii) the payment of such fees, duties, charges and expenses as may be required under these Conditions or theDeposit Agreement; and

(iv) the surrender (if appropriate) of the GDR certificates in definitive registered form to which the DepositedProperty being withdrawn is attributable.

(b) Certificates for withdrawn Deposited Shares will contain such legends, and withdrawals of Deposited Shareswill be subject to the grant of such approvals as may be required by applicable laws or the ConstitutiveDocuments of Association of the Company (the Constitutive Documents) and to such transfer restrictions orcertifications, as the Company or the Depositary may from time to time determine to be necessary forcompliance with applicable laws and the Constitutive Documents.

The Board of Directors of the Company may in certain circumstances refuse to register the transfer ofDeposited Shares from the name of the Depositary or its nominee.

(c) Upon production of such documentation and the making of such payment as aforesaid in accordance withCondition 2(a), the Depositary will direct the Custodian, with a copy of such direction being simultaneouslysent to the Company for information, within a reasonable time after receiving such direction from suchHolder, to deliver at its Office to, or to the order in writing of, the person or persons designated in theaccompanying order:

(i) a certificate for, or other appropriate instrument of title to or evidence of a book-entry transfer in respectof, the relevant Deposited Shares, registered in the name of the Depositary or its nominee andaccompanied by such instruments of transfer in blank or to the person or persons specified in the orderfor withdrawal and such other documents, if any, as are required by law for the transfer thereof; and

(ii) all other property forming part of the Deposited Property attributable to such GDR, accompanied,if required by law, by one or more duly executed endorsements or instruments of transfer in respectthereof as aforesaid;

Provided that the Depositary (at the request, risk and expense of any Holder so surrendering a GDR):

(x) will direct the Custodian to deliver the certificate for, or other instruments of title to, or book-entrytransfer in respect of, the relevant Deposited Shares and any document relative thereto and any otherdocuments referred to in Condition 2(c)(i) (together with any other property forming part of theDeposited Property which may be held by the Custodian or its agents and is attributable to suchDeposited Shares); and/or

(y) will deliver any other property forming part of the Deposited Property which may be held by theDepositary and is attributable to such GDR (accompanied by such instruments of transfer in blank or tothe person or persons specified in such order and such other documents, if any, as are required by lawfor the transfer thereof),

in each case at the specified office from time to time of the Depositary, if any, or any Agent (located in theDIFC or such other place as is permitted under applicable law from time to time) as designated by thesurrendering Holder in such accompanying order as aforesaid.

(d) Delivery by the Depositary, any Agent and the Custodian of all certificates, instruments, dividends or otherproperty forming part of Deposited Property as specified in this Condition will be made subject to any lawsor regulations applicable thereto.

(e) The Depositary may suspend the withdrawal of all or any category of Deposited Property during any periodwhen the register of shareholders or other relevant holders of the Company is closed, generally or in one ormore localities, or in order to comply with any applicable law in the DIFC and the UAE or governmental orstock exchange regulations. The Depositary shall restrict the withdrawal of Deposited Shares when it isnotified in writing that such withdrawal would result in a breach of ownership restrictions under anyapplicable law in the DIFC and the UAE (including, without limitation, pursuant to the judgment of any courtof competent jurisdiction in relation to such ownership restrictions) as notified by the Company from time totime. In addition, to the extent reasonably practicable and as permitted by applicable law, the Depositary shall,

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if so instructed by the Company in writing, undertake the following actions on behalf of the Company toenable the Company to comply with such ownership restrictions (i) restrict transfers of GDRs, (ii) limit anyright in respect of the GDRs including voting rights and the right to receive dividends in respect of theDeposited Shares; (iii) undertake a mandatory sale or disposition of any GDRs on behalf of a Holder orbeneficial owner of GDRs (such sale or disposition an Instructed Sale); or (iv) such other actions as may benecessary to comply with such restrictions. In the absence of any such notification from the Company, theDepositary is not under any obligation to ascertain or determine whether or not any such delivery should bereduced (including monitoring ownership levels amongst beneficial owners) and the Depositary, shall not beliable for any loss, damage or other consequences arising from its actions. Without prejudice to the generalityof the foregoing, the Depositary shall have no liability to any person with respect to the terms of any InstructedSale or if such sale shall not be reasonably practicable.

(f) Notwithstanding any other provision of these Conditions or the Deposit Agreement, each Holder andbeneficial owner of GDRs agrees to (a) provide such information as the Company may request pursuant toapplicable law (including, without limitation, relevant UAE or DIFC law, the Constitutive Documents, anyresolutions of the Company’s Board of Directors adopted pursuant to the Articles of Association, therequirements of DIFX or pursuant to the judgment of any court of competent jurisdiction) and (b) be boundby and subject to the provisions of the Articles of Association and the applicable laws of the DIFC and theUAE, to the same extent as if such Holder and beneficial owner of GDRs held Shares directly, in each caseirrespective of whether or not they are Holders or beneficial owners of GDRs at the time such request is made.The Depositary will use its reasonable endeavours to forward, upon the request of the Company, and at theCompany's expense, any such request from the Company to the Holders and to forward to the Company anysuch responses to such requests received by the Depositary. Failure by a Holder or beneficial owner of GDRsto provide in a timely fashion the information requested by the Company may, in the Company's reasonablediscretion, result in the limitation of certain rights in respect of the GDRs (including, among others, votingrights and certain rights as to dividends in respect of the Deposited Shares). To the extent reasonablypracticable and permitted by applicable law, the Depositary shall comply with any reasonable instructionsreceived from the Company requesting that the Depositary take the actions specified therein to obtain suchinformation. In the event that the Company determines that there has been a failure to comply with theapplicable reporting requirements with respect to any Deposited Property and that certain limitations are tobe imposed in respect of such Deposited Property as a consequence thereof, the Company shall notify theDepositary, giving details thereof, and shall instruct the Depositary in writing as to the application of suchlimitations in relation to the Deposited Property. For the avoidance of doubt, provided that it is complyingwith a written notification or instruction from the Company pursuant to this Condition 2(f), the Depositaryshall not be liable for any loss, damage or other consequences arising from the application of any suchlimitations.

3. Transfer and Ownership

The GDRs are in registered form, each representing 5 Shares. Transfer of title to the GDRs passes byregistration in the Register. The Holder of any GDR will (except as otherwise required by law) be treated bythe Depositary and the Company as its absolute owner for all purposes (whether or not any payment or otherdistribution in respect of such GDR is overdue and regardless of any notice of ownership, trust or any interestin it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liablefor so treating the Holder.

The Deposit Agreement defines the “owner of GDRs” as, in respect of any GDR represented by the MasterRegulation S GDR, such person whose name appears in the records of Clearstream, Luxembourg or Euroclearor, in respect of any GDRs represented by the Master Rule 144A GDR, such person whose name appears inthe records of DTC, in each case, as the owner of a particular amount of GDRs, and, in respect of any otherGDR, the Holder thereof. The Deposit Agreement defines the “Holder” as the person recorded in the Registeras the holder for the time being of a GDR and defines “beneficial owner” of GDRs as such person who holdsbeneficial title to such GDRs or interests therein. Holders, owners and beneficial owners of GDRs are notparties to the Deposit Agreement and thus, under English law, have no contractual rights against, orobligations to, the Company. The Depositary is under no duty to enforce any of the provisions of the DepositAgreement on behalf of any Holder, owner or beneficial owner of GDRs.

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ValentinoDubai, UAE

There are restrictions on the offer and sale of the GDRs and the Shares in the United States. See “TransferRestrictions”.

4. Cash Distributions

Whenever the Depositary shall receive from the Company any cash dividend or other cash distribution on orin respect of the Deposited Shares (including any amounts received in the liquidation of the Company) orotherwise in connection with the Deposited Property, the Depositary shall, as soon as practicable, convert thesame into U.S. dollars in accordance with Condition 8. The Depositary shall, if practicable in the opinion ofthe Depositary, give notice to the Holders of its receipt of such payment in accordance with Condition 23,specifying the amount per Deposited Share payable in respect of such dividend or distribution and the earliestdate, determined by the Depositary, for transmission of such payment to Holders and shall, as soon aspracticable, distribute any such amounts to the Holders in proportion to the number of Deposited Sharesrepresented by the GDRs so held by them respectively, subject to and in accordance with the provisions ofConditions 9 and 11; provided that:

(i) in the event that the Depositary is aware that any Deposited Shares shall not be entitled, by reason of thedate of issue or transfer or otherwise, to such full proportionate amount, the amount so distributed to therelative Holders shall be adjusted accordingly; and

(ii) the Depositary will distribute only such amounts of cash dividends and other distributions as may bedistributed without attributing to any GDR a fraction of the lowest integral unit of currency in which thedistribution is made by the Depositary, and any balance remaining shall be retained by the Depositarybeneficially as an additional fee under Condition 16(a)(iv).

5. Distributions of Shares

Whenever the Depositary shall receive from the Company any distribution in respect of Deposited Shareswhich consists of a dividend in or free distribution or bonus issue of Shares, the Depositary shall cause to bedistributed to the Holders entitled thereto, in proportion to the number of Deposited Shares evidenced by theGDRs held by them respectively, additional GDRs representing an aggregate number of Shares receivedpursuant to such dividend or distribution. Such additional GDRs shall be distributed by an increase in thenumber of GDRs evidenced by the Master GDRs or by an issue of certificates in definitive registered form inrespect of GDRs, according to the manner in which the Holders hold their GDRs or, to the extent that and forso long as the circumstances described in Condition 1(B) may apply to such Deposited Shares, an issue oftemporary global GDRs (in master or definitive form, as appropriate); provided that, if and in so far as theDepositary deems any such distribution to all or any Holders not to be reasonably practicable (including,without limitation, due to the fractions which would otherwise result or to any requirement that the Company,the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or tobe unlawful, the Depositary shall sell (either by public or private sale and otherwise at its discretion, subjectto all applicable laws and regulations) such Shares so received and distribute the net proceeds of such sale asa cash distribution pursuant to Condition 4 to the Holders entitled thereto.

6. Distributions other than in Cash or Shares

Whenever the Depositary shall receive from the Company any dividend or distribution in securities (other thanShares) or in other property (other than cash) on or in respect of the Deposited Property, the Depositary shalldistribute or cause to be distributed such securities or other property to the Holders entitled thereto, inproportion to the number of Deposited Shares represented by the GDRs held by them respectively, in anymanner that the Depositary may deem equitable and practicable for effecting such distribution; provided that,if and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonablypracticable (including, without limitation, due to the fractions which would otherwise result or to anyrequirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes orother governmental charges) or to be unlawful, the Depositary shall deal with the securities or property soreceived, or any part thereof, in such way as the Depositary may determine to be equitable and practicable,including, without limitation, by way of sale (either by public or private sale and otherwise at its discretion,subject to all applicable laws and regulations) and shall (in the case of a sale) distribute the resulting netproceeds as a cash distribution pursuant to Condition 4 to the Holders entitled thereto.

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7. Rights Issues

If and whenever the Company announces its intention to make any offer or invitation to the holders of Sharesto subscribe for or to acquire Shares, securities or other assets by way of rights, the Depositary shall as soonas practicable give notice to the Holders, in accordance with Condition 23, of such offer or invitation,specifying, if applicable, the earliest date established for acceptance thereof, the last date established foracceptance thereof and the manner by which and time during which Holders may request the Depositary toexercise such rights as provided below or, if such be the case, specifying details of how the Depositaryproposes to distribute the rights or the proceeds of any sale thereof. The Depositary will deal with such rightsin the manner described below:

(i) if and to the extent that the Depositary shall, at its discretion, deem it to be lawful and reasonablypracticable, the Depositary shall make arrangements whereby the Holders may, upon payment of thesubscription price in U.S.$ or other relevant currency (where appropriate) together with such fees, taxes,duties, charges, costs and expenses as may be required under the Deposit Agreement and completion ofsuch undertakings, declarations, certifications and other documents as the Depositary may reasonablyrequire, request the Depositary to exercise such rights on their behalf with respect to the DepositedShares and to distribute the Shares, securities or other assets so subscribed or acquired to the Holdersentitled thereto by an increase in the numbers of GDRs represented by the Master GDRs or an issue ofcertificates in definitive registered form in respect of GDRs, according to the manner in which theHolders hold their GDRs; or

(ii) if and to the extent that the Depositary shall, at its discretion, deem it to be lawful and reasonablypracticable the Depositary will distribute such rights to the Holders entitled thereto in such manner as theDepositary may at its discretion determine; or

(iii) if and to the extent that the Depositary deems any such arrangement and distribution as is referred to inparagraphs (i) and (ii) above to all or any Holders not to be lawful and reasonably practicable (including,without limitation, due to the fractions which would otherwise result or to any requirement that theCompany, the Custodian or the Depositary withhold an amount on account of taxes or othergovernmental charges) or to be unlawful, the Depositary (a) will, provided that Holders have not takenup rights through the Depositary as provided in (i) above, sell such rights (either by public or private saleand otherwise at its discretion, subject to applicable laws and regulations) or (b) may, if such rights arenot transferable, in its discretion, arrange for such rights to be exercised and the resulting Shares orsecurities sold, and in each case, distribute the net proceeds of such sale as a cash distribution pursuantto Condition 4 to the Holders entitled thereto.

The Company has agreed in the Deposit Agreement that it will, unless prohibited by applicable law orregulation, give its consent to, and if requested use all reasonable endeavours (subject to the next paragraph)to facilitate any such distribution, sale or subscription by the Depositary or the Holders, as the case may be,pursuant to Conditions 4, 5, 6, 7 or 10 (including the obtaining of legal opinions from counsel reasonablysatisfactory to the Depositary concerning such matters as the Depositary may reasonably specify).

If the Company notifies the Depositary that registration is required in any jurisdiction under any applicablelaw of the rights, securities or other property to be distributed under Conditions 4, 5, 6, 7 or 10 or the securitiesto which such rights relate in order for the Company to offer such rights or distribute such securities or otherproperty to the Holders or owners of GDRs and to sell the securities represented by such rights, the Depositarywill not offer such rights or distribute such securities or other property to the Holders or sell such securitiesunless and until the Company procures the receipt by the Depositary of an opinion from counsel reasonablysatisfactory to the Depositary that a registration statement is in effect or that the relevant offer, distribution orsale of such rights or securities to such Holders or owners of GDRs is exempt from registration under theprovisions of such law. Neither the Company nor the Depositary shall be liable to register such rights,securities or other property or the securities to which such rights relate and they shall not be liable for anylosses, damages or expenses resulting from any failure to do so.

If at the time of the offering of any rights, at its discretion, the Depositary shall be satisfied that it is not lawfulor practicable to dispose of the rights in any manner provided in paragraphs (i), (ii) and (iii) above theDepositary shall permit the rights to lapse.

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The Depositary will not be responsible for any failure to determine that it may be lawful or feasible to makesuch rights available to Holders or owners of GDRs in general or to any Holder or owner of a GDR or Holdersor owners of GDRs in particular.

8. Conversion of Foreign Currency

Whenever the Depositary shall receive any currency other than U.S. dollars by way of dividend or otherdistribution or as the net proceeds from the sale of securities, other property or rights, and if at the time of thereceipt thereof the currency so received can in the judgment of the Depositary be converted on a reasonablebasis into U.S. dollars and distributed to the Holders entitled thereto, the Depositary shall as soon aspracticable itself convert or cause to be converted by another Company or other financial institution, by saleor in any other manner that it may reasonably determine, the currency so received into U.S. dollars. If suchconversion or distribution can be effected only with the approval or licence of any government or agencythereof, the Depositary shall make reasonable efforts to apply, or procure that an application be made, for suchapproval or licence, if any, as it may deem desirable. If at any time the Depositary shall determine that in itsjudgment any currency other than U.S. dollars is not convertible on a reasonable basis into U.S. dollars anddistributable to the Holders entitled thereto, or if any approval or licence of any government or agency thereofwhich is required for such conversion is denied or, in the opinion of the Depositary, is not obtainable, or ifany such approval or licence is not obtained within a reasonable period as determined by the Depositary, theDepositary may distribute such other currency received by it (or an appropriate document evidencing the rightto receive such other currency) to the Holders entitled thereto to the extent permitted under applicable law,or the Depositary may in its discretion hold such other currency for the benefit of the Holders entitled thereto.If any conversion of any such currency can be effected in whole or in part for distribution to some (but notall) Holders entitled thereto, the Depositary may at its discretion make such conversion and distribution inU.S. dollars to the extent possible to the Holders entitled thereto and may distribute the balance of such othercurrency received by the Depositary to, or hold such balance for the account of, the Holders entitled thereto,and notify the Holders accordingly.

9. Distribution of any Payments

(a) Any distribution of cash under Condition 4, 5, 6, 7 or 10 will be made by the Depositary to Holders on therecord date established by the Depositary for that purpose (which shall be the same date as the correspondingrecord date set by the Company or as near as practicable to the record date set by the Company) and, ifpracticable in the opinion of the Depositary, notice shall be given promptly to Holders in accordance withCondition 23, in each case subject to any laws or regulations applicable thereto and (subject to the provisionsof Condition 8) distributions will be made in U.S. dollars by cheque drawn upon a bank in New York City or,in the case of the Master GDRs, according to usual practice between the Depositary and Clearstream,Luxembourg, Euroclear or DTC, as the case may be. The Depositary or the Agent, as the case may be, maydeduct and retain from all moneys due in respect of such GDR all fees, taxes, duties, charges, costs andexpenses which may become or have become payable under the Conditions, the Deposit Agreement or underapplicable law or regulation in respect of such GDR or the relevant Deposited Property.

(b) Delivery of any securities or other property or rights other than cash shall be made as soon as practicable tothe entitled Holder, subject to any laws or regulations applicable thereto. If any distribution made by theCompany with respect to the Deposited Property and received by the Depositary shall remain unclaimed atthe end of three years from the first date upon which such distribution is made available to Holders inaccordance with the Deposit Agreement, all rights of the Holders to such distribution or the proceeds of thesale thereof shall be extinguished and the Depositary shall (except for any distribution upon the liquidation ofthe Company when the Depositary shall retain the same) return the same to the Company for its own use andbenefit subject, in all cases, to the provisions of applicable law or regulation.

10. Capital Reorganisation

Upon any change in the nominal or par value, sub-division, consolidation or other reclassification ofDeposited Shares or any other part of the Deposited Property or upon any reduction of capital, or upon anyreorganisation, merger or consolidation of the Company or to which it is a party (except where the Companyis the continuing corporation), the Depositary shall as soon as practicable give notice of such event to theHolders and at its discretion may treat such event as a distribution and comply with the relevant provisions of

Conditions 4, 5, 6, 7 and 9 with respect thereto, or may execute and deliver additional GDRs in respect ofShares or may require the exchange of existing GDRs for new GDRs which reflect the effect of such changeor may adopt more than one of these courses of action.

11. Withholding Taxes and Applicable Laws

(a) Payments to Holders of dividends or other distributions on or in respect of the Deposited Shares will besubject to deduction of DIFC and other withholding taxes, if any, at the applicable rates.

For a description of the DIFC withholding taxes with respect to dividends on Deposited Shares and capitalgains realised on sales of Deposited Shares, see “Taxation”.

(b) If any governmental or administrative authorisation, consent, registration or permit or any report to anygovernmental or administrative authority is required under any applicable law in the DIFC and the UAE inorder for the Depositary to receive from the Company Shares or other securities to be deposited under theseConditions, or in order for Shares, other securities or other property to be distributed under Conditions 4, 5,6 or 10 or to be subscribed under Condition 7 or to offer any rights or sell any securities represented by suchrights relevant to any Deposited Shares, the Company will apply for such authorisation, consent, registrationor permit or file such report on behalf of the Holders within the time required under such laws. In thisconnection, the Company has undertaken in the Deposit Agreement, to the extent reasonably practicable, totake such action as may be required in obtaining or filing the same. The Depositary shall not be obliged todistribute GDRs representing such Shares, other securities or other property deposited under these Conditionsor make any offer of any such rights or sell any securities represented by any such rights with respect to whichsuch authorisation, consent, registration or permit or such report has not been obtained or filed, as the casemay be, and shall have no duties to obtain any such authorisation, consent or permit, or to file any such reportexcept in circumstances where the same may only be obtained or filed by the Depositary without unreasonableburden or expense.

12. Voting Rights

(a) Upon timely receipt of notice of any meeting of holders of Shares or other Deposited Property, if requestedin writing by the Company (the Depositary having no obligation to take any further action if the request shallnot have been received by the Depositary at least 30 days prior to the date of such vote or meeting), theDepositary shall, as soon as practicable thereafter, mail to the Holders a notice or solicitation of consent orproxy, the form of which shall be in the sole discretion of the Depositary and shall contain (a) suchinformation as is contained in such notice of meeting, solicitation of consent or proxy received by theDepositary from the Company, (b) a statement that the Holders as at the close of business on a specified recorddate will be entitled, subject to any applicable provision of the laws of the DIFC and the UAE, the provisionsof this Agreement, the Constitutive Documents and the provisions of or governing the Deposited Property, toinstruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares orother Deposited Property represented by their respective GDRs and (c) a brief statement as to the manner inwhich and the date by which such instructions may be given, including an express indication that, if theDepositary does not receive instructions, or receive instructions in a timely manner in accordance with theapplicable date set by the Depositary, it shall deem instructions to have been given under Condition (C) belowto give a discretionary proxy to a person designated by the Board of the Company, provided, however, thatthe Depositary has received an opinion, provided at the expense of the Company and in form satisfactory tothe Depositary, to confirm that the giving of such discretionary proxy by the Depositary on behalf of any suchHolder in accordance with the terms hereof is valid and binding on Holders and the Company under anyapplicable provisions of the laws of the DIFC and the UAE, the provisions of this Agreement, the ConstitutiveDocuments and the provisions of or governing the Deposited Property. Upon the written request of a Holderof GDRs on that record date, received on or before the date established by the Depositary for the purpose, theDepositary shall endeavour, in so far as practicable and permitted under applicable law, the provisions of theDeposit Agreement, the Constitutive Documents and the provisions of or governing the Deposited Property,to vote or cause to be voted the amount of Shares or other Deposited Property represented by the GDRs inaccordance with the instructions set forth in that request. The Depositary shall not vote or attempt to exercisethe right to vote that attaches to Deposited Property other than in accordance with instructions received fromHolders or deemed received from Holders under the following sentence.

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Intercontinental DFCDubai, UAE

(b) In order to give effect to the rights of the Holders to vote in respect of Deposited Property in accordance withthis Condition 12, the Company undertakes to procure that the Chairman of the Company call for a vote bypoll with respect to any resolution for which Holders of GDRs are entitled to vote and the Depositary shallvote, or cause to be voted, in accordance with the instructions received by it from the Holders or as otherwiseset forth within this Condition 12.

(c) If (i) the Company has made a timely request to the Depositary as contemplated by the first sentence ofCondition 12(A) and complied with Condition 12(B) and (ii) no instructions are received by the Depositaryfrom a Holder with respect to an amount of Deposited Property represented by the GDRs evidenced by suchHolder’s Receipts on or before the date established by the Depositary for that purpose, the Depositary shalldeem such Holder to have instructed the Depositary to give, and the Depositary shall give, a discretionaryproxy to a person designated by the Board of the Company with respect to that amount of Deposited Property,except that such instruction shall not be deemed to have been given and the Depositary shall not give adiscretionary proxy with respect to any matter as to which the Company informs the Depositary (and theCompany agrees to provide that information as promptly as practicable in writing, if applicable) that: (x) theCompany does not wish to receive a discretionary proxy, (y) substantial opposition exists or (z) the mattermaterially and adversely affects the rights of holders of Shares.

(d) In the event that the Company has informed the Depositary in accordance with the last sentence of Condition12(C) above that: (x) the Company does not wish to receive a discretionary proxy, (y) substantial oppositionexists or (z) the matter materially and adversely affects the rights of holders of Shares, Deposited Property,with respect to which such deemed instruction to the Depositary to give a discretionary proxy to the Board ofthe Company or to a person designated by the Company would otherwise have applied, shall not be voted.

(e) By continuing to hold GDRs, all Holders and owners shall be deemed to have agreed to the provisions of thisCondition as it may be amended from time to time in order to comply with any applicable law of the DIFCand the UAE or the Constitutive Documents.

(f) Notwithstanding any other provision of this Agreement, in the event that the Depositary gives a discretionaryproxy to a person designated by the Board of the Company to vote the Deposited Shares in accordance withthis Condition 12, the Depositary shall not be liable to the Company or any Holder or any other person inrespect of, or be deemed responsible for, any acts or omissions of (or on behalf of) such person designated bythe Board of the Company, or in the event that the Company has not procured that the Chairman of anymeeting has called for a vote by poll with respect to any resolution for which Holders of GDRs are entitledto vote in accordance with Condition 12(B) above.

(g) The Depositary shall not, and the Depositary shall use its reasonable endeavours to ensure that the Custodianand its nominees do not, vote or attempt to exercise the right to vote that attaches to the Deposited Shares,other than in accordance with instructions given, or deemed given, in accordance with this Condition andneither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to voting,and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any waymake use of for purposes of establishing a quorum or otherwise, the Shares or other Deposited Propertyrepresented by GDRs except pursuant to and in accordance with such written instructions from owners.

Shares which have been withdrawn from the depositary facility and transferred on the Company’s register ofmembers to a person other than the Depositary or its nominee may be voted by the holders thereof.However, Holders or owners of GDRs may not receive sufficient advance notice of shareholder meetings toenable them to withdraw the Shares and vote at such meetings.

13. Documents to be Furnished, Recovery of Taxes, Duties and Other Charges

The Depositary shall not be liable for any taxes, duties, charges, costs or expenses which may become payablein respect of the Deposited Shares or other Deposited Property or the GDRs, whether under any present orfuture fiscal or other laws or regulations, and such part thereof as is proportionate or referable to a GDR shallbe payable by the Holder thereof to the Depositary at any time on request or may be deducted from anyamount due or becoming due on such GDR in respect of any dividend or other distribution. In default thereof,the Depositary may for the account of the Holder discharge the same out of the proceeds of sale on any stockexchange on which the Shares may from time to time be listed or otherwise on any over-the-counter market

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in the DIFC, and subject to all applicable law and regulations, of any appropriate number of Deposited Sharesor other Deposited Property and subsequently pay any surplus to the Holder. Any such request shall be madeby giving notice pursuant to Condition 23.

14. Liability

(a) In acting hereunder the Depositary shall have only those duties, obligations and responsibilities expresslyspecified in the Deposit Agreement and these Conditions, and, other than holding the Deposited Property forthe benefit of Holders as bare trustee, does not assume any relationship of trust for or with the Holders orowners of GDRs or any other person.

(b) None of the Depositary, the Custodian, the Company, any Agent, or any of their agents, officers, directors oremployees shall incur any liability to any other of them or to any Holder or owner of a GDR, beneficial ownerof a GDR or any person with an interest in a GDR if, by reason of any provision of any present or future lawor regulation of the DIFC or the UAE or any other country or of any relevant governmental authority, or byreason of the interpretation or application of any such present or future law or regulation or any changetherein, or by reason of any other circumstances beyond their control, or in the case of the Depositary, theCustodian, any Agent or any of their agents, officers, directors or employees, by reason of any provision,present or future, of the Constitutive Documents, any of them shall be prevented, delayed or forbidden fromdoing or performing any act or thing which the terms of the Deposit Agreement or these Conditions provideshall or may be done or performed; nor shall any of them incur any liability (save in the case of wilful default,negligence or bad faith) to any Holder, owner of a GDR, beneficial owner of a GDR or any person with aninterest in a GDR, by reason of any non-performance or delay caused as aforesaid, in the performance of anyact or thing which the terms of the Deposit Agreement or these Conditions provide shall be or may be doneor performed or by reason of any exercise of, or failure to exercise caused as aforesaid, any voting rightsattached to the Deposited Shares or any of them or any other discretion or power provided for in the DepositAgreement or these Conditions. Any such party may rely on, and shall be protected in acting upon, any writtennotice, request, direction or other document believed by it to be genuine and to have been duly signed orpresented (including a translation which is made by a translator believed by it to be competent or whichappears to be authentic).

(c) None of the Depositary, the Custodian or any Agent shall be liable (except for its own wilful default,negligence or bad faith or that of its agents, officers, directors or employees) to the Company or any Holder,owner of GDRs, beneficial owner of a GDR, any person with an interest in a GDR, by reason of havingaccepted as valid or not having rejected any document for Shares or GDRs or any signature on any transferor instruction purporting to be such and subsequently found to be forged or not authentic or (except asprovided in (P) below) for its failure to perform any obligations under the Deposit Agreement or theseConditions.

(d) Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders of GDRsfor any indirect, special, punitive or consequential damages.

(e) The Depositary and each of its Agents (and any holding, subsidiary or associated company of the Depositary)may engage or be interested in any financial or other business transactions with the Company, or in relationto the Deposited Property (including without prejudice to the generality of the foregoing, the conversion ofany part of the Deposited Property from one currency to another), may at any time hold or be interested inGDRs for its own account, and shall be entitled to charge and be paid all usual fees, commissions and othercharges for business transacted and acts done by it as a bank or in a capacity other than as Depositary, inrelation to matters arising under the Deposit Agreement (including, without prejudice to the generality of theforegoing, charges on the conversion of any part of the Deposited Property from one currency to another andany sales of property) without accounting to Holders or any other person for any profit arising therefromprovided that accounts in respect of such activities (particularly in respect of the Depositary’s dealings in theGDRs) shall be separate and distinct from those maintained in connection with its role as depositary.

(f) The Depositary shall endeavour to effect any such sale as is referred to or contemplated in Conditions 5, 6, 7,10, 13 or 21 or any such conversion as is referred to in Condition 8 in accordance with the Depositary’s normalpractices and procedures but shall have no liability (in the absence of its own negligence or bad faith or thatof its agents, officers, directors or employees) with respect to the terms of such sale or conversion or if such

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sale or conversion shall not be reasonably practicable. In the absence of its own wilful default, negligence orbad faith the Depositary will not be responsible for any failure to determine that it may be lawful orpracticable to make rights available to Holders in general or to any Holder in particular pursuant toCondition 7. The Depositary shall not be required or obliged to monitor, supervise or enforce the observanceand performance by the Company of its obligations under or in connection with the Deposit Agreement orthese Conditions.

(g) The Depositary shall not be required or obliged to monitor, supervise or enforce the observance andperformance by the Company of, its obligations under or in connection with, this Agreement or theConditions.

(h) The Depositary shall have no responsibility whatsoever to the Company, any Holders or any owner of a GDRor any other person as regards any deficiency which might arise because the Depositary is subject to any taxin respect of the Deposited Property or any part thereof or any income therefrom or any proceeds thereof.The Company shall, subject to all applicable laws, have no responsibility whatsoever to any Holder, any ownerof a GDR, beneficial owner of a GDR or a person with an interest in a GDR as regards any deficiency whichmight arise because the Depositary is subject to any tax in respect of the Deposited Property or any partthereof or any income therefrom or any proceeds thereof.

(i) In connection with any proposed modification, waiver, authorisation or determination permitted by the termsof the Deposit Agreement or these Conditions, the Depositary shall not, except as otherwise expresslyprovided in Condition 22, be obliged to have regard to the consequence thereof for any Holders, any ownerof a GDR, a person with an interest in a GDR or any other person.

(j) Notwithstanding anything else contained in the Deposit Agreement or these Conditions, the Depositary mayrefrain from doing anything which could or might, in its reasonable opinion, be contrary to any law of anyjurisdiction or any directive or regulation of any agency or state or which would or might otherwise render itliable to any person and the Depositary may do anything which is, in its reasonable opinion, necessary tocomply with any such law, directive or regulation.

(k) The Depositary may, in relation to the Deposit Agreement and these Conditions, act or take no action on theadvice or opinion of, or any certificate or information obtained from, any lawyer, valuer, accountant, banker,broker, securities company or other expert whether obtained by the Company, the Depositary or otherwise andshall not be responsible or liable for any loss or liability occasioned by so acting or refraining from acting orrelying on information from persons presenting Shares for deposit or GDRs for surrender or requestingtransfers thereof.

(l) Any such advice, opinion, certificate or information may be sent or obtained by letter, telex, facsimiletransmission, telegram or cable and the Depositary shall not be liable for acting on any advice, opinion,certificate or information purported to be conveyed by any such letter, telex or facsimile transmission although(without the Depositary’s knowledge) the same shall contain some error or shall not be authentic.

(m) The Depositary may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or theexpediency of any transaction or thing, a certificate, letter or other communication, whether oral or written,signed or otherwise communicated on behalf of the Company by a Director of the Company or by a personduly authorised by a Director of the Company or such other certificate from persons specified in (K) abovewhich the Depositary considers appropriate and the Depositary shall not be bound in any such case to call forfurther evidence or be responsible for any loss or liability that may be occasioned by the Depositary acting onsuch certificate.

(n) The Depositary shall have no obligation under the Deposit Agreement except to perform its obligations as arespecifically set out therein without wilful default, negligence or bad faith.

(o) The Depositary may having given prior notification to the Company of the identity of the delegate, delegateby power of attorney or otherwise to any person or persons or fluctuating body of persons, whether being ajoint Depositary of the Deposit Agreement or not and not being a person to whom the Company mayreasonably object, all or any of the powers, authorities and discretions vested in the Depositary by the DepositAgreement and such delegation may be made upon such terms and subject to such conditions, including

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power to sub-delegate and subject to such regulations as the Depositary may in the interests of the Holdersthink fit, provided that no objection from the Company to any such delegation as aforesaid may be made to aperson whose financial statements are consolidated with those of the Depositary’s ultimate holding company.Any delegation by the Depositary shall be on the basis that the Depositary is acting on behalf of the Holdersand the Company in making such delegation. The Company shall not (in any circumstances) and theDepositary shall not (provided that it shall have exercised reasonable care in the selection of such delegate)be bound to supervise the proceedings or be in any way responsible for any loss, liability, cost, claim, action,demand or expense incurred by reason of any misconduct or default on the part of any such delegate orsub-delegate except that the Depositary shall be responsible for any loss, liability, cost, claim, action, demandor expense incurred by reason of any misconduct or default on the part of any such delegate or sub-delegatewhich is the affiliate of the Depositary. However, the Depositary shall, if practicable, and if so requested bythe Company, pursue (at the Company’s expense and subject to receipt by the Depositary of such indemnityand security for costs as the Depositary may reasonably require) any legal action it may have against suchdelegate or sub-delegate, arising out of any such loss caused by reason of any such misconduct or default.The Depositary shall, within a reasonable time of any such delegation or any renewal, extension ortermination thereof, give notice thereof to the Company. Any delegation under this Condition which includesthe power to sub-delegate shall provide that the delegate shall, within a specified time of any sub-delegationor amendment, extension or termination thereof, give notice thereof to the Company and the Depositary.

(p) The Depositary may, in the performance of its obligations hereunder, instead of acting personally, employ andpay an agent, whether a solicitor or other person, to transact or concur in transacting any business or do orconcur in doing all acts required to be done by such party, including the receipt and payment of money.

(q) The Depositary shall be at liberty to hold or to deposit the Deposit Agreement and any deed or documentrelating thereto in any part of the world with any banking company or companies (including itself) whosebusiness includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyersof good repute and may pay all sums due in respect thereof, and the Depositary shall not (in case of depositwith itself, in the absence of its own wilful default, negligence or bad faith or that of its agents, directors,officers or employees) be responsible for any losses, liability or expenses incurred in connection with any suchdeposit.

(r) Notwithstanding anything to the contrary contained in the Deposit Agreement or these Conditions, theDepositary shall not be liable, in the absence of its own wilful default, negligence or bad faith or that if itsagents, directors, officers or employees, in respect of any loss or damage which arises out of or in connectionwith its performance or non-performance or the exercise or attempted exercise of, or the failure to exerciseany of, its powers or discretions under the Deposit Agreement.

(s) No provision of the Deposit Agreement or these Conditions shall require the Depositary to expend or risk itsown funds or otherwise incur any financial liability in the performance of any of its duties or in the exerciseof any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such fundsor adequate indemnity and security against such risk of liability is not assured to it.

(t) No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.

15. Issue and Delivery of Replacement GDRs and Exchange of GDRs

Subject to payment of the relevant fees, taxes, duties, charges, costs and expenses and such terms as toevidence and indemnity as the Depositary may require, replacement GDRs will be issued by the Depositaryand will be delivered in exchange for or replacement of outstanding lost, stolen, mutilated, defaced ordestroyed GDRs upon surrender thereof (except in the case of the destruction, loss or theft) at the specifiedoffice of the Depositary or (at the request, risk and expense of the Holder) at the specified office of any Agent.

16. Depositary’s Fees, Costs and Expenses

(a) The Depositary shall be entitled to charge the following remuneration and receive the following remunerationand reimbursement (such remuneration and reimbursement being payable on demand) from the Holders inrespect of its services under the Deposit Agreement:

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(i) for the issue of GDRs (other than upon the issue of GDRs on the date hereof) or the cancellation of GDRsupon the withdrawal of Deposited Property: U.S.$0.05 or less per GDR issued or cancelled;

(ii) for issuing GDR certificates in definitive registered form in replacement for mutilated, defaced, lost,stolen or destroyed GDR certificates: a sum per GDR certificate which is determined by the Depositaryto be a reasonable charge to reflect the work, costs and expenses involved;

(iii) for issuing GDR certificates in definitive registered form (other than pursuant to (ii) above): a sum perGDR certificate which is determined by the Depositary to be a reasonable charge to reflect the work,costs (including, but not limited to, printing costs) and expenses involved;

(iv) for receiving and paying any cash dividend or other cash distribution on or in respect of the DepositedShares: a fee of U.S.$0.02 or less per GDR for each such dividend or distribution;

(v) in respect of any issue of rights or distribution of Shares (whether or not represented by GDRs) or othersecurities or other property (other than cash) upon exercise of any rights, any free distribution, stockdividend or other distribution (except where converted to cash): U.S.$0.05 or less per outstanding GDRfor each such issue of rights, dividend or distribution;

(vi) for the operation and maintenance costs associated with the administration of the GDRs: an annual feeof U.S.$0.02 or less per GDR;

(vii) for the inspection of the relevant share register maintained by the local registrar undertaken by theDepositary, the Custodian or their respective agents: an annual fee of U.S.$0.01 or less per GDR (suchfee to be assessed against Holders of record as at the date or dates set by the Depositary as it sees fit andcollected at the sole discretion of the Depositary by billing such Holders for such fee or by deductingsuch fee from one or more cash dividends or other cash distributions);

(viii) for the issue of GDRs pursuant to a change for any reason in the number of Shares represented by eachGDR, regardless of whether or not there has been a deposit of Shares to the Custodian or the Depositaryfor such issuance: a fee of U.S. $0.05 or less per GDR (or portion thereof); and

(ix) for transferring interests from and between the Master Regulation S GDR and the Master Rule 144AGDR: a fee of U.S.$0.05 or less per GDR,

together with all expenses, transfer and registration fees, taxes, duties and charges payable by the Depositary,any Agent or the Custodian in connection with any of the above including, but not limited to charges imposedby a central depositary and such customary expenses as are incurred by the Depositary in the conversion ofcurrencies other than U.S. dollars into U.S. dollars and fees imposed by any relevant regulatory authority.

(b) The Depositary is entitled to receive from the Company such sums and amounts as specified in a letterbetween the Company and the Depositary of even date herewith.

17. Agents

(a) The Depositary shall be entitled to appoint one or more agents (the “Agents”) for the purpose, inter alia, ofmaking distributions to the Holders.

(b) Notice of appointment or removal of any Agent or of any change in the specified office of the Depositary orany Agent will be duly given by the Depositary to the Holders.

18. Listing

The Company has undertaken in the Deposit Agreement to use its best endeavours to obtain and thereaftermaintain, so long as any GDR is outstanding, a listing for GDRs on the London Stock Exchange and a listingof the Shares on the DIFX. For that purpose the Company will pay all fees and sign and deliver allundertakings required by the London Stock Exchange in connection therewith. In the event that such listingsare not maintained, the Company has undertaken in the Deposit Agreement to use its best endeavours to obtainand maintain a listing of the GDRs on another international recognised investment exchange designated as a“recognised investment exchange” for the purposes of Section 1005 of the United Kingdom Income Tax Act2007 and a listing of the Shares on one or more stock exchanges in the DIFC.

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19. The Custodian

The Depositary has agreed with the Custodian that the Custodian will receive and hold (or appoint agentsapproved by the Depositary to receive and hold) all Deposited Property for the account and to the order of thedepositary in accordance with the applicable terms of the Deposit Agreement which include a requirement tosegregate the Deposited Property from the other property of, or held by, the Custodian provided that theCustodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwiseheld by the Custodian. The Custodian shall be responsible solely to the Depositary. Upon receiving notice ofthe resignation of the Custodian the Depositary shall promptly appoint a successor Custodian which shall,upon acceptance of such appointment, become the Custodian under the Deposit Agreement. Whenever theDepositary in its discretion determines that it is in the best interests of the Holders to do so, it may terminatethe appointment of the Custodian and, in the event of any such termination of the appointment of theCustodian, the Depositary shall promptly appoint a successor Custodian which shall, upon acceptance of suchappointment, become the Custodian under the Deposit Agreement on the effective date of such termination.The Depositary shall notify Holders of such change immediately upon such change taking effect inaccordance with Condition 23. Notwithstanding the foregoing, the Depositary may temporarily deposit theDeposited Property in a manner or a place other than as therein specified; provided that, in the case of suchtemporary deposit in another place, the Company shall have consented to such deposit, and such consent ofthe Company shall have been delivered to the Custodian. In case of transportation of the Deposited Propertyunder this Condition, the Depositary shall obtain appropriate insurance at the expense of the Company if andto the extent that the obtaining of such insurance is reasonably practicable and the premiums payable are, inthe opinion of the Depositary, of a reasonable amount.

20. Resignation and Termination of Appointment of the Depositary

(a) Unless otherwise agreed to in writing between the Company and Depositary from time to time, the Companymay terminate the appointment of the Depositary under the Deposit Agreement by giving at least 90 days’notice in writing to the Depositary and the Custodian, and the Depositary may resign as Depositary by giving90 days’ notice in writing to the Company and the Custodian. Within 30 days after the giving of such notice,notice thereof shall be duly given by the Depositary to the Holders. Such resignation by the Depositary shallbe subject to the terms and conditions of any other agreement executed between the Depositary and theCompany in connection with the GDRs.

The termination of the appointment or the resignation of the Depositary shall take effect on the date specifiedin the relevant notice provided that no such termination of appointment or resignation shall take effect untilthe appointment by the Company of a successor depositary, the grant of such approvals as may be necessaryto comply with applicable laws and with the Constitutive Documents for the transfer of the DepositedProperty to such successor depositary, the acceptance of such appointment to act in accordance with the termsthereof and the Deposit Agreement by the successor depositary and the payment to the Depositary of all fees,taxes, duties, charges, costs, expenses and other payments as agreed by the Depositary and the Company inany agreement concerning such fees, taxes, duties, charges, costs, expenses and other payments.The Company has undertaken in the Deposit Agreement to use its best endeavours to procure the appointmentof a successor depositary with effect from the date of termination specified in such notice as soon asreasonably possible following notice of such termination or resignation. Upon any such appointment andacceptance, notice thereof shall be duly given by the successor depositary to the Holders in accordance withCondition 23.

(b) Upon the termination of appointment or resignation of the Depositary, the Depositary shall deliver to itssuccessor depositary sufficient information and records to enable such successor efficiently to perform itsobligations under the Deposit Agreement and shall deliver and pay to such successor depositary all DepositedProperty held by it under the Deposit Agreement. Upon the date when such termination of appointment orresignation takes effect, the Deposit Agreement provides that the Custodian shall be deemed to be theCustodian thereunder for such successor depositary and shall hold the Deposited Property for such successordepositary and without prejudice to any accrued rights and obligations under the Deposit Agreement, theDepositary shall thereafter have no obligation thereunder.

(c) The Company has agreed not to appoint any other depositary for the issue of depositary receipts so long asDeutsche Bank Trust Company Americas is acting as Depositary under the Deposit Agreement. An alternative

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depositary may be appointed after the termination of the appointment of Deutsche Bank Trust CompanyAmericas under this Agreement.

21. Termination of Deposit Agreement

(a) Subject as set out below, either the Company or the Depositary but, in the case of the Depositary, only if theCompany has failed to appoint a replacement Depositary within 90 days of the date on which the Depositaryhas given notice pursuant to Condition 20 that it wishes to resign, may terminate the Deposit Agreement bygiving 90 days’ notice to the other and to the Custodian. Within 30 days after the giving of such notice, noticeof such termination shall be duly given by the Depositary to Holders of all GDRs then outstanding inaccordance with Condition 23.

If the Company terminates the Deposit Agreement, it will (unless the termination is due to the wilful default,negligence or bad faith of the Depositary) be obligated, prior to such termination, to reimburse to theDepositary all amounts owed to the Depositary as set out in the Deposit Agreement and in any agreementbetween the Depositary and the Company.

(b) During the period beginning on the date of the giving of such notice by the Depositary to the Holders andending on the date on which such termination takes effect, each Holder shall be entitled to obtain delivery ofthe Deposited Property relative to each GDR held by it, subject to the provisions of paragraph (D) ofCondition 2 and upon compliance with Condition 2, and further upon payment by the Holder of any sumspayable by the Depositary to the Custodian in connection therewith for such delivery and surrender butotherwise in accordance with the Deposit Agreement.

(c) If any GDRs remain outstanding after the date of termination, the Depositary shall as soon as reasonablypracticable sell the Deposited Property then held by it under the Deposit Agreement and shall not registertransfers, shall not pass on dividends or distributions or take any other action except that it will deliver the netproceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, pro ratato Holders of GDRs which have not previously been so surrendered by reference to that proportion of theDeposited Property which is represented by the GDRs of which they are Holders. After making such sale, theDepositary shall be discharged from all obligations under the Deposit Agreement and these Conditions, exceptits obligations to account to Holders for such net proceeds of sale and other cash comprising the DepositedProperty without interest.

22. Amendment of Deposit Agreement and Conditions

All and any of the provisions of the Deposit Agreement and these Conditions (other than this Condition 22and Clause 12 of the Deposit Agreement) may at any time and from time to time be amended by writtenagreement between the Company and the Depositary in any respect which they may deem necessary ordesirable. Notice of any amendment of these Conditions (except to correct a manifest error) shall be dulygiven to the Holders by the Depositary and any amendment (except as aforesaid) which shall increase orimpose fees or charges payable by Holders or which shall otherwise, in the opinion of the Depositary, bematerially prejudicial to the interests of the Holders (as a class) shall not become effective so as to impose anyobligation on the Holders of the outstanding GDRs until the expiry of three months after such notice shallhave been given. During such period of three months, each Holder shall be entitled to obtain, subject to andupon compliance with Condition 2, delivery of the Deposited Property relative to each GDR held by it uponsurrender thereof, free of the charge specified in paragraph (A)(i) of Condition 16 for such delivery andsurrender but otherwise in accordance with the Deposit Agreement. Each Holder at the time when any suchamendment so becomes effective shall be deemed, by continuing to hold a GDR, to approve such amendmentand to be bound by the terms thereof in so far as they affect the rights of the Holders. In no event shall anyamendment impair the right of any Holder to receive, subject to and upon compliance with Condition 2, theDeposited Property attributable to the relevant GDR.

23. Notices

(a) Any and all notices to be given to any Holder shall be duly given if personally delivered, or sent by mail(if domestic, first class, if overseas, first class airmail) or air courier, or by telex or facsimile transmissionconfirmed by letter sent by mail or air courier, addressed to such Holder at the address of such Holder as itappears on the transfer books for GDRs of the Depositary, or, if such Holder shall have filed with the

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Depositary a written request that notices intended for such Holder be mailed to some other address, at theaddress specified in such request.

(b) Delivery of a notice sent by mail or air courier shall be effective three days (in the case of domestic mail orair courier) or seven days (in the case of overseas mail) after receipt, and any notice sent by telex transmission,as provided in this Condition, shall be effective when the sender receives the answerback from the addresseeat the end of the telex and any notice sent by facsimile transmission, as provided in this Condition, shall beeffective when the intended recipient has confirmed by telephone to the transmitter thereof that the recipienthas received such facsimile in complete and legible form. The Depositary or the Company may, however, actupon any telex or facsimile transmission received by it from the other or from any Holder, notwithstandingthat such telex or facsimile transmission shall not subsequently be confirmed as aforesaid.

(c) So long as GDRs are listed on the London Stock Exchange and the rules of the London Stock Exchange sorequire, all notices to be given to Holders generally will also be published in a leading daily newspaper havinggeneral circulation in the UK (which is expected to be the Financial Times).

24. Reports and Information on the Company

(a) The Company has undertaken in the Deposit Agreement (so long as any GDR is outstanding) to furnish theDepositary with six copies in the English language (and to make available to the Depositary, the Custodianand each Agent as many further copies as they may reasonably require to satisfy requests from Holders) of:

(i) in respect of the financial year ending on 31 December 2008 and in respect of each financial yearthereafter, the non-consolidated and consolidated balance sheets as at the end of such financial year andthe non-consolidated and consolidated statements of income for such financial year in respect of theCompany, prepared in conformity with either generally accepted accounting principles in the DIFC or,at the option of the Company, in accordance with International Accounting Standards and reported uponby independent public accountants selected by the Company, as soon as practicable (and in any eventwithin nine months) after the end of such year; and

(ii) semi-annual non-consolidated (or, if published for holders of Shares, consolidated) financial statementsas soon as practicable (and in any event, not later than four months after the date to which they relate)after the same are published.

(b) The Depositary shall, upon receipt thereof, give due notice to the Holders that such copies are available uponrequest at its specified office and the specified office of any Agent.

(c) The Depositary shall upon receipt thereof give due notice to Holders that such copies are available uponrequest at its specified office and the specified office of any Agent.

(d) For so long as any of the GDRs or the Shares remain outstanding and are “restricted securities” within themeaning of Rule 144(a)(3) under the Securities Act, if at any time the Company is neither subject to and incompliance with the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from suchreporting requirements by complying with the information furnishing requirements of Rule 12g3-2(b)thereunder, it will make available to any Holder, owner, or beneficial owner of GDRs or Shares evidenced byGDRs or any prospective purchasers designated by such Holder or beneficial owner, upon the request of suchholder, owner, beneficial owner or prospective purchaser, as the case may be, in the English language, fromtime to time required to be provided pursuant to Rule 144A(d)(4) under the Securities Act to permitcompliance with Rule 144A in connection with resales of GDRs representing Shares or interests therein inreliance on Rule 144A under the Securities Act and otherwise will comply with the requirements of Rule144A(d)(4) under the Securities Act.

25. Copies of Company Notices

The Company has undertaken in the Deposit Agreement to transmit to the Custodian and the Depositary inEnglish on or before the day when the Company first gives notice, by mail, publication or otherwise, toholders of any Shares or other Deposited Property, whether in relation to the taking of any action in respecttherefore or in respect of any dividend or other distribution thereon or of any meeting or adjourned meetingof such holders or otherwise, such number of copies of such notice and any other material (which contains

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information having a material bearing on the interests of the Holders) furnished to such holders by theCompany in connection therewith as the Depositary may reasonably request. If such notice is not furnishedto the Depositary in English, either by the Company or the Custodian, the Depositary shall, at the Company’sexpense, arrange for an English translation thereof (which may be in such summarised form as the Depositarymay deem adequate to provide sufficient information) to be prepared. Except as provided below, theDepositary shall, as soon as practicable after receiving notice of such transmission or (where appropriate)upon completion of translation thereof, give due notice to the Holders which notice may be given togetherwith a notice pursuant to paragraph (A) of Condition 9, and shall make the same available to Holders in suchmanner as it may determine.

26. Moneys held by the Depositary

The Depositary shall be entitled to deal with moneys paid to it by the Company for the purposes of the DepositAgreement in the same manner as other moneys paid to it as a banker by its customers and shall not be liableto account to the Company or any Holder or any other person for any interest thereon, except as otherwiseagreed and shall not be obliged to segregate such moneys from other moneys belonging to the Depositary.

27. Severability

If any one or more of the provisions contained in the Deposit Agreement or in these Conditions shall be orbecome invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of theremaining provisions contained therein or herein shall in no way be affected, prejudiced or otherwisedisturbed thereby.

28. Governing Law

(a) The Deposit Agreement and the GDRs are governed by and shall be construed in accordance with English lawexcept that the certifications set forth in Schedule 3 to the Deposit Agreement and any provisions relatingthereto shall be governed by and construed in accordance with the laws of the State of New York. The rightsand obligations attaching to the Deposited Shares will be governed by the laws of the DIFC and to the extentapplicable, the laws of the UAE. The Company has submitted in respect of the Deposit Agreement to thejurisdiction of the English courts and has appointed an agent for service of process in London.

(b) The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connectionwith the GDRs and accordingly any legal action or proceedings arising out of or in connection with the GDRs(Proceedings) may be brought in such courts. This submission is made for the benefit of each of the Holdersand shall not limit the right of any of them to take Proceedings in any other court of competent jurisdictionnor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in anyother jurisdiction (whether concurrently or not).

(c) The Depositary irrevocably appoints the Managing Director for the time being of Deutsche Trustee CompanyLimited, currently situated at Winchester House, 1 Great Winchester Street, London EC2N 2DB as itsauthorised agent for service of process in England. If for any reason the Depositary does not have such anagent in England, it will promptly appoint a substitute process agent and notify the Company of suchappointment. Nothing herein shall affect the right to serve process in any other manner permitted by law.

29. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce these terms and conditions under the Contracts (Rights of ThirdParties) Act 1999 except and to the extent (if any) that these terms and conditions expressly provide for suchAct to apply.

A10.28.2

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SUMMARY OF PROVISIONS RELATING TO THE GDRS WHILE IN MASTER FORM

The GDRs will initially be evidenced by (i) a single Master Regulation S GDR in registered form and (ii) asingle Master Rule 144A GDR in registered form. Book-entry interests in GDRs held through Euroclear andClearstream will be represented by the Master Regulation S GDR registered in the name of BT Globenet NomineesLimited as nominee of Deutsche Bank AG, London Branch, as common depositary for Euroclear and Clearstream.Book-entry interests in GDRs held through DTC will be represented by the Master Rule 144A GDR registered inthe name of Cede & Co., as nominee for DTC, which will be held by the Depositary as custodian for DTC.

The Master Regulation S GDR and the Master Rule 144A GDR (collectively, the Master GDRs) containprovisions which apply to the GDRs while they are in master form, some of which modify the effect of the Termsand Conditions of the Global Depositary Receipts set out in this prospectus. The following is a summary of certainof those provisions. Unless otherwise defined herein, terms defined in the Terms and Conditions of the GlobalDepositary Receipts shall have the same meaning herein.

The Master GDRs will only be exchanged for certificates in definitive registered form representing GDRs inthe circumstances described in (i), (ii), (iii), (iv) or (v) below in whole but not, except in the case of (iii) or (iv)below, in part. The Depositary will irrevocably undertake in the Master GDRs to deliver certificates evidencingGDRs in definitive registered form in exchange for the relevant Master GDR to the Holders within 60 days in theevent that:

(i) Euroclear, Clearstream or (in the case of the Master Rule 144A GDR) DTC advises the Depositary inwriting at any time that it is unwilling or unable to continue as depositary and a successor depositary isnot appointed within 90 calendar days; or

(ii) Euroclear, Clearstream or (in the case of the Master Rule 144A GDR) DTC is closed for business for acontinuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so, and, in each case, no alternative clearingsystem satisfactory to the Depositary is available within 45 days; or

(iii) the Depositary has determined that, on the occasion of the next payment in respect of the GDRs, theDepositary or its agent would be required to make any deduction or withholding from any payment inrespect of the GDRs which would not be required were the GDRs represented by certificates in definitiveregistered form, provided that the Depositary shall have no obligation to so determine or to attempt to sodetermine; or

(iv) the Holder gives notice to the Depositary of its desire to exchange a part or the whole of the relevantMaster GDR for certificates evidencing GDRs in definitive form; or

(v) in the case of the Master Rule 144A GDR, DTC or any successor ceases to be a “clearing agency”registered under the United States Securities Exchange Act of 1934, as amended.

In relation to (iii) and (iv) above any person appearing in the records maintained by Clearstream, Euroclearor DTC entitled to any interest in a Master GDR shall be entitled to require the Holder to procure the exchange ofan appropriate part of the relevant Master GDR for a definitive GDR for an interest held by such person in therelevant Master GDR in the above circumstances upon notice to the Holder. Any such exchange shall be at theexpense (including printing costs) of the Holder in the case of such appropriate part or at the expense of the Holdersin case of exchange of the whole of the relevant Master GDR for the definitive GDRs.

A GDR evidenced by an individual definitive certificate will not be eligible for clearing and settlementthrough DTC, Euroclear or Clearstream.

Upon any exchange of a Master GDR for certificates in definitive registered form, or any exchange of interestsbetween the Master Rule 144A GDR and the Master Regulation S GDR pursuant to Clause 4 of the DepositAgreement or any distribution of GDRs pursuant to Conditions 4, 5 6, 7 or 10, or any reduction in the number ofGDRs represented thereby following any withdrawal of any Deposited Property pursuant to Condition 2, or any

109

Radisson SASCannes, France

increase in the number of GDRs following the deposit of Shares pursuant to Condition 1, the relevant details shallbe entered by the Depositary on the register maintained by the Depositary whereupon the number of GDRsrepresented by the corresponding Master GDR shall be reduced or increased (as the case may be) for all purposesby the amount so exchanged and entered on the register provided always that if the number of GDRs representedby a Master GDR is reduced to zero such Master GDR shall continue in existence until the obligations of theCompany under the Deposit Agreement and the obligations of the Depositary pursuant to the Deposit Agreementand the Conditions have terminated.

Payments, Distributions and Voting Rights

Payments of cash dividends and other amounts (including cash distributions) in relation to the Master GDRswill be made by the Depositary through DTC, Euroclear and Clearstream, as the case may be, on behalf of personsentitled thereto, upon receipt of funds therefor from the Depositary, net of the Depositary's fees, taxes, duties,charges, costs and expenses. A free distribution or rights issue of Shares to the Depositary on behalf of the Holdersmay result in the record maintained by the Depositary being marked up to reflect the enlarged number of GDRsrepresented by the relevant Master GDR.

Holders of GDRs will have voting rights as set out in the Terms and Conditions of the Global DepositaryReceipts.

Surrender of GDRs

Any requirement in the Terms and Conditions of the GDRs relating to the surrender of a GDR to theDepositary shall be satisfied by the production by DTC, Euroclear and Clearstream, as the case may be, on behalfof a person entitled to an interest therein, of such evidence of entitlement of such person as the Depositary mayreasonably require, which is expected to be a certificate or other documents issued by DTC, Euroclear andClearstream, as the case may be. The delivery or production of any such evidence shall be sufficient evidence, infavour of the Depositary, any Agent and the Custodian, of the title of such person to receive (or to issue instructionsfor the receipt of) all money or other property payable or distributable in respect of the Deposited Propertyrepresented by such GDRs.

Notices

For as long as the Master Regulation S GDR is registered in the name of BT Globenet Nominees Limited asnominee for the Common Depositary for Euroclear and Clearstream and the Master Rule 144A GDR is registeredin the name of Cede & Co. on behalf of DTC, notices to Holders may be given by the Depositary by delivery ofthe relevant notice to DTC, Euroclear and Clearstream, as the case may be, for communication to persons entitledthereto in substitution for delivery of notices in accordance with Condition 23 (Notices).

The Master GDRs shall be governed by and construed in accordance with English law.

110

TRANSFER AND SELLING RESTRICTIONS

Because of the following restrictions, purchasers are advised to consult legal counsel prior to making anyoffer, resale, pledge or other transfer of the Shares or the GDRs.

General

No action has been or will be taken in any country or jurisdiction by any Initial Purchaser, us or any SellingShareholder that would or is intended to permit a public offering of the Shares or GDRs (other than with respectto the UAE Retail Offering) or the possession, circulation or distribution of this prospectus or any other offeringmaterial relating to the Company or the Shares and GDRs offered hereby in any jurisdiction where action for anysuch purpose may be required. Accordingly, the Shares and GDRs offered hereby may not be offered or sold,directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connectionwith the Shares and GDRs offered hereby may be distributed or published, in or from any country or jurisdictionexcept in compliance with any applicable rules and regulations of any such country or jurisdiction.

Rule 144A GDRs

Each purchaser of Rule 144A GDRs within the United States pursuant to Rule 144A, by accepting deliveryof this prospectus, will be deemed to have represented, agreed and acknowledged that:

(a) It is (a) a qualified institutional buyer within the meaning of Rule 144A, or a QIB, (b) acquiring such GDRsfor its own account or for the account of a QIB and (c) aware, and each beneficial owner of such GDRs hasbeen advised, that the sale of such GDRs to it is being made in reliance on Rule 144A.

(b) It understands that the Rule 144A GDRs and the underlying shares have not been and will not be registeredunder the Securities Act or with any securities regulatory authority of any state or other jurisdiction of theUnited States and are subject to restrictions on transfer and may not be offered, sold, pledged or otherwisetransferred except in accordance with the applicable legend set out in paragraph (c) below.

(c) It understands that the Rule 144A GDRs, unless otherwise agreed between the Company and the Depositaryin accordance with applicable law, will bear a legend substantially to the following effect:

THIS MASTER RULE 144A GLOBAL DEPOSITARY RECEIPT, THE GLOBAL DEPOSITARYRECEIPTS EVIDENCED HEREBY (THE GDRs) AND THE ORDINARY SHARES REPRESENTEDTHEREBY (THE SHARES) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THEUNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR WITHANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THEUNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISETRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER OR ANY PERSON ACTING ON ITSBEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THEMEANING OF RULE 144A UNDER THE SECURITIES ACT (RULE 144A) PURCHASING FOR ITSOWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN ATRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (2) IN AN OFFSHORETRANSACTION PURSUANT TO AND IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATIONS UNDER THE SECURITIES ACT; OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATIONPROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); IN EACH CASE INACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITEDSTATES AND OTHER JURISDICTIONS. NO REPRESENTATION CAN BE MADE AS TO THEAVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACTFOR ANY RESALES OF THIS SECURITY. NOTWITHSTANDING ANYTHING TO THE CONTRARYIN THE FOREGOING, THE SHARES UNDERLYING THE GDRs MAY NOT BE DEPOSITED INTOANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHEDOR MAINTAINED BY A DEPOSITARY BANK OTHER THAN A RULE 144A RESTRICTEDDEPOSITARY RECEIPT FACILITY, UNLESS AND UNTIL SUCH TIME AS SUCH SHARES ARE NOLONGER RESTRICTED SECURITIES WITHIN THE MEANING OF RULE 144(a)(3) UNDER THESECURITIES ACT.

A10.27.10

A10.28.10

OSR A1.2.1(3)

DIFC LR AppE,Part 2, #1

111

Shoreline ApartmentsDubai, UAE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF THEDEPOSITARY TRUST BANK, A NEW YORK CORPORATION (DTC), TO THE AGENT AUTHORISEDBY THE COMPANY FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANYCERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAMEAS IS REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC (AND ANY PAYMENT ISMADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORISEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OROTHERWISE BY OR TO ANY PERSON IS WRONGFUL, IN AS MUCH AS THE REGISTERED OWNERHEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(d) The Company, the Depositary, the Initial Purchasers and their affiliates, and others will rely upon the truthand accuracy of the foregoing acknowledgements, representations and agreements. If it is acquiring anyRule 144A GDRs for the account of one or more QIBs, it represents that it has sole investment discretion withrespect to each such account and that it has full power to make the foregoing acknowledgements,representations and agreements on behalf of each such account.

(e) It understands that the GDRs offered in reliance on Rule 144A will be evidenced by the Master 144A GDR.Before any interest in the Master Rule 144A GDR may be offered, sold, pledged or otherwise transferred toa person who takes delivery in the form of an interest in the Master Regulation S GDR, it will be required toprovide the Depositary with written certifications (in the forms provided in the Deposit Agreement).

Prospective purchasers are hereby notified that sellers of the GDRs may be relying on the exemptionfrom the provisions of Section 5 of the Securities Act provided by Rule 144A.

Regulation S GDRs

Each purchaser of Regulation S GDRs and the ordinary shares represented thereby outside the United Statespursuant to Regulation S and each subsequent purchaser of Regulation S GDRs and the ordinary shares representedthereby in resales prior to the expiration of the Restricted Period (as defined below), by accepting delivery of thisprospectus and the Regulation S GDRs, will be deemed to have represented, agreed and acknowledged as follows:

(1) It is, or at the time Regulation S GDRs are purchased will be, the beneficial owner of such Regulation SGDRs and (a) it is not a U.S. person and it is located outside the United States and (b) it is not an affiliate of us ora person acting on behalf of us.

(2) It understands that such Regulation S GDRs and the ordinary shares represented thereby have not beenand will not be registered under the Securities Act or with any securities regulatory authority of any state or otherjurisdiction of the United States and prior to the expiration of the “Restricted Period” (defined as the 40-day periodbeginning on the latest of the commencement of the Offering and ending the closing date of the Offering) may notbe offered, sold, pledged or otherwise transferred except (a) in an offshore transaction in accordance with Rule 903or Rule 904 of Regulation S or (b) in accordance with Rule 144A to a person that it and any person acting on itsbehalf reasonably believe is a QIB for its own account or the account of a QIB.

(3) It understands that all Regulation S GDRs, unless otherwise agreed between us and the Depositary inaccordance with applicable law, will bear a legend substantially to the following effect:

THIS MASTER REGULATION S GLOBAL DEPOSITARY RECEIPT, THE GLOBAL DEPOSITARYRECEIPTS EVIDENCED HEREBY AND THE ORDINARY SHARES REPRESENTED THEREBY HAVENOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933(THE SECURITIES ACT) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OROTHER JURISDICTION OF THE UNITED STATES AND SUCH SECURITIES MAY BE OFFERED, SOLD,PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH REGULATION S UNDERTHE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT.

112

(4) It understands that the GDRs offered in reliance on Regulation S will be evidenced by the MasterRegulation S GDR. Before any interest in the Master Regulation S GDR may be offered, sold, pledged or otherwisetransferred to a person who takes delivery in the form of an interest in the Master Rule 144A GDR, it will berequired to provide the Depositary with a written certification (in the form provided in the Rule 144A DepositAgreement) as to compliance with applicable securities laws.

(5) We, the Depositary, the Initial Purchasers and our and their respective affiliates and others will rely uponthe truth and accuracy of the foregoing acknowledgements, representations and agreements.

The European Economic Area

No Shares or GDRs have been offered or sold, or will be offered or sold, to the public in any member state ofthe European Economic Area which has implemented the Prospectus Directive prior to Admission, except to (a)legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised orregulated, whose corporate purpose is solely to invest in securities; (b) any legal entity which has two or more of(1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidatedaccounts; or (c) in any other circumstances which do not require the publication by the Company of a prospectuspursuant to Article 3 of the Prospectus Directive.

United Kingdom

Each of the Initial Purchasers has represented, warranted and agreed that it has:

• only communicated or caused to be communicated, and will only communicate or cause to be communicated,any invitation or inducement to engage in investment activity (within the meaning of section 21 of theFinancial Services and Markets Act 2000 (FSMA)) received by it in connection with the issue or sale of anySecurities in circumstances in which section 21(1) of the FSMA does not apply to the Company; and

• complied and will comply with all applicable provisions of the FSMA with respect to anything done by it inrelation to the Securities in, from or otherwise involving the United Kingdom.

The DIFC

The Shares and GDRs described in this document may not be, are not and will not be offered, distributed,sold, transferred or delivered, directly or indirectly, to any person in the DIFC other than by way of an ExemptOffer in accordance with the Offered Securities Rules of the DFSA. The DFSA has no responsibility for reviewingor verifying any documents in connection with Exempt Offers. The DFSA has not approved this document nortaken steps to verify the information set out in it, and has no responsibility for it.

United Arab Emirates

The Shares and GDRs have not been, and are not being, publicly offered, sold, promoted or advertised in theUnited Arab Emirates other than in compliance with the laws of the United Arab Emirates governing the issue,offering and sale of securities.

Kingdom of Saudi Arabia

No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering orprivate placement of the Shares or GDRs in the Kingdom of Saudi Arabia, or possession or distribution of anyoffering materials in relation thereto.

The Shares and GDRs may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Part5 (Exempt Offers) of the Offers of Securities Regulations dated 20/8/1425 AH (corresponding to 4/10/2004) asamended by CMA Resolution No. 2-219-2006 dated 3/12/1427 AH (corresponding to 24/12/2006) (for thepurposes of this paragraph 6.9, the “Regulations”) and, in accordance with Part 5 (Exempt Offers) Article 16(a)(3)of the Regulations, the Shares and GDRs will be offered to no more than 60 offerees in the Kingdom ofSaudi Arabia with each such offeree paying an amount not less than Saudi Riyals 1 million or its equivalent.

113

ADWEAAbu Dhabi, UAE

Investors are informed that Article 19 of the Regulations places restrictions on secondary market activity withrespect to the Shares and GDRs.

Kingdom of Bahrain

No prospectus has been reviewed by the Central Bank of Bahrain (the CBB). This document may not becirculated within the Kingdom of Bahrain nor may any of the Shares or GDRs be offered for subscription or sold,directly or indirectly, nor may any invitation or offer to subscribe for any Shares or GDRs be made to persons inthe Kingdom of Bahrain. The CBB is not responsible for our performance.

Kuwait

The Shares and GDRs described in this document have not been, and are not being, publicly offered, sold,promoted or advertised in Kuwait other than in compliance with the laws of Kuwait governing the issue, offeringand sale of securities. Further, this document does not constitute a public offer of securities in Kuwait and is notintended to be a public offer.

France

No prospectus (including any amendment, supplement or replacement thereto) has been prepared inconnection with the Offering that has been approved by the Autorité des marchés financiers or by the competentauthority of another State that is a contracting party to the Agreement on the European Economic Area and notifiedto the Autorité des marchés financier; no Shares or GDRs have been offered or sold nor will be offered or sold,directly or indirectly, to the public in France; the prospectus or any other offering material relating to the Sharesor GDRs have not been distributed or caused to be distributed and will not be distributed or caused to be distributedto the public in France; such offers, sales and distributions have been and shall only be made in France to personslicensed to provide the investment service of portfolio management for the account of third parties, qualifiedinvestors (investisseurs qualifiés) and/or a restricted circle of investors (cercle restraint d'investisseurs), in eachcase investing for their own account, all as defined in Articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1,D.744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier. The direct or indirect distribution to the publicin France of any so acquired Shares or GDRs may be made only as provided by Articles L. 411-1, L. 411-2,L. 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier and applicable regulations thereunder.

Italy

No prospectus has been nor will be published in Italy in connection with the Offering and such Offering hasnot been cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Società e laBorsa, the CONSOB) pursuant to Italian securities legislation and, accordingly, the Shares or GDRs may not andwill not be offered, sold or delivered, nor may or will copies of this prospectus or any other documents relating tothe Shares or GDRs be distributed in Italy, except (i) to professional investors (operatori qualificati), as defined inArticle 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July 1998, as amended, (the RegulationNo. 11522), or (ii) in other circumstances which are exempted from the rules on public securities offering pursuantto Article 100 of Legislative Decree No. 58 of 24 February 1998 (the Italian Finance Law) and Article 33, firstparagraph, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Any offer, sale or delivery of the Shares or GDRs or distribution of copies of this prospectus or any otherdocument relating to the Shares or GDRs in Italy may and will be effected in accordance with all Italian securities,tax, exchange control and other applicable laws and regulations, and, in particular, will be: (i) made by aninvestment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with theItalian Finance Law, Legislative Decree No. 385 of 1 September 1993, as amended (the Italian Banking Law),Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of theItalian Banking Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any otherapplicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Italy has only partially implemented the Prospectus Directive, and the provisions under the heading “TheEuropean Economic Area” above shall apply with respect to Italy only to the extent that the relevant provisions ofthe Prospectus Directive have already been implemented in Italy.

114

Insofar as the requirements above are based on laws which are superseded at any time pursuant to theimplementation of the Prospectus Directive in Italy, such requirements shall be replaced by the applicablerequirements under the relevant implementing measures of the Prospectus Directive in Italy.

Spain

The Shares and GDRs are not offered as a public offer of securities in Spain, but as a private placement underthe exemptions available pursuant to article 30bis of Law 24/1988, of 28 July 1988 and in article 38.1 of RoyalDecree 1310/2005, of 4 November 2005.

Switzerland

The Shares and GDRs may not be publicly offered in Switzerland. This prospectus is not a prospectus withinthe meaning of art. 652a of the Swiss Code of Obligations or art. 32 et seq. of the SWX Listing Rules.

Japan

The Shares and GDRs have not been and will not be registered under the Financial Instruments and ExchangeLaw of Japan and may not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of,any resident of Japan (which term used herein means any person resident in Japan, including any corporation orother entity organised under the laws of Japan) or to, or for the account or benefit of, any persons for reoffering orresale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except pursuantto an exemption from the registration requirements of, or otherwise in compliance with, the Financial Instrumentsand Exchange Law and other relevant laws and regulations of Japan.

Australia

This prospectus does not constitute a disclosure document under Part 6D.2 of the Corporations Act 2001 ofthe Commonwealth of Australia (the Corporations Act) and will not be lodged with the Australian Securities andInvestment Commission. The Shares and GDRs will be offered to persons in Australia only to the extent that suchoffers of Shares or GDRs for issue or sale do not need disclosure to investors under Part 6D.2 of the CorporationsAct. Any offer of Shares or GDRs received in Australia is void to the extent that it needs disclosure to investorsunder the Corporations Act. In particular, offers for the issue or sale of Shares and GDRs will only be made inAustralia in reliance on various exemptions from such disclosure to investors provided by section 708 of theCorporations Act. Any person to whom Shares or GDRs are issued or sold pursuant to an exemption provided bysection 708 of the Corporations Act must not within 12 months after the issue, offer those Shares or GDRs for salein Australia unless that offer is itself made in reliance on an exemption from disclosure provided by that section.

115

Grand HyattAmman, Jordan

116

TAXATION

The following is a general summary of certain tax consequences of the acquisition, ownership and dispositionof the Shares or GDRs based upon the tax laws of the DIFC, the United Kingdom and the United States as in effecton the date of this document, and is subject to changes in the tax laws of the DIFC, United Kingdom or UnitedStates, including changes that could have a retroactive effect. It is not a complete analysis of all the potential taxeffects relevant to a decision to invest in Shares or GDRs. The following discussion does not take into account ordiscuss the tax laws of any jurisdiction other than the DIFC, the United Kingdom and the United States, nor doesit take into account investor and investor’s individual circumstances. Investors are advised to consult their own taxadvisors as to DIFC, United Kingdom, United States or other tax consequences of the acquisition, ownership anddisposition of the Shares or GDRs.

DIFC Tax Considerations

No taxes apply to the Company or the holders of Shares or GDRs in the DIFC, including dividend tax, capitalgains tax, stamp duty or any other tax.

As a company domiciled in the DIFC, the Company is subject to a zero rate of corporate income tax for50 years starting from September 2004, including the income tax relating to our business operations in the DIFC.This zero tax rate also applies to transfers of assets, profits or salaries in any currency to any party outside the DIFCfor 50 years from September 2004.

UK Tax Considerations

The following statements are intended to apply only as a general guide to current UK tax law and to thecurrent practice of HM Revenue & Customs, each of which is subject to change, possibly with retrospective effect.They are intended to apply only to holders of the Shares and/or GDRs who are resident or (in the case ofindividuals) ordinarily resident and domiciled in the UK for UK tax purposes, who hold their Shares and/or GDRsas investments and who are the beneficial owners of their Shares and/or GDRs (and of any dividends paid in respectof them). The statements may not apply to certain classes of holders of the Shares and/or GDRs such as dealers insecurities or to persons who (together with their associates) have a 10 per cent. or greater interest in the Company.Prospective subscribers for or purchasers of Shares and/or GDRs who are in any doubt as to their tax positionregarding the acquisition, ownership and disposition of their Shares and/or GDRs or who are subject to tax in ajurisdiction other than the UK or who are not domiciled in the UK should consult their own tax advisers.

Dividends

(b) Individuals

An individual holder of Shares and/or GDRs (an Individual Holder) who is resident in the UK for taxpurposes and who receives a dividend in relation to his or her Shares and/or GDRs will be liable to income tax onthe gross amount of the dividend, which will be regarded as the top slice of the Individual Holder's income. A UKresident Individual Holder who is liable to income tax at the basic rate will be subject to income tax on the dividendat the rate of 10 per cent. and a UK resident Individual Holder liable to income tax at the higher rate will be subjectto income tax on the dividend at the rate of 32.5 per cent.

UK resident Individual Holders should note that draft legislation in respect of proposed changes to thetaxation of personal dividends has been introduced in the Finance Bill 2008 and that it has been announced thatfurther changes will be made in the Finance Bill 2009. If the proposals published in the Finance Bill 2008 areenacted in their current form, with effect from 6 April 2008 individuals in receipt of dividends from non-UKresident companies that are brought into charge to tax would be entitled to a non-payable tax credit of one-ninthof the distribution in the same manner as individuals who receive such dividends from UK-resident companies.

(c) Companies

A corporate holder of the Shares and/or GDRs (a Corporate Holder) resident in the UK for tax purposes willgenerally be subject to corporation tax on the gross amount of any dividend in relation to the Shares and/or GDRsat the usual rate of corporation tax applicable to it (currently 28 per cent. for companies paying the full rate ofcorporation tax).

A10.27.11

A10.28.11

Chargeable Gains

A disposal of the Shares and/or GDRs by a holder who is either resident or (in the case of individuals)ordinarily resident in the UK for tax purposes may, depending on the Holder's circumstances and subject to anyavailable exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of the taxation ofchargeable gains.

Under current UK tax law, the rate of tax applicable to chargeable gains accruing to Individual Holders wouldbe equivalent to the rate of income tax applied to their top slice of income. However, the UK Government haspublished draft legislation in the Finance Bill 2008 providing for significant changes to the capital gains taxregime, which, if enacted in its current form, will apply in relation to disposals of capital assets after 5 April 2008.The draft legislation provides for a single rate of charge to capital gains tax at 18 per cent. (for the 2008/2009 taxyear) and that certain reliefs that previously may have been available (such as taper relief and indexationallowance) will no longer be available. These proposals are not yet law and may be subject to change. IndividualHolders may also be entitled to an annual exemption, which for the tax year 2008/2009 exempts from tax the first£9,600 of such individual's total chargeable gains. These proposals will not affect Corporate Holders.

Gains arising to UK resident or ordinarily resident Individual Holders who are not domiciled in the UK willonly be subject to tax if the proceeds of the gain are remitted to the UK. Any gains remitted to the UK are treatedas accruing when they are received in the UK.

An Individual Holder who has ceased to be resident or ordinarily resident in the UK for tax purposes for aperiod of (broadly speaking) less than five years and who disposes of the Shares and/or GDRs during that periodmay also be liable on his return to the UK to tax on any chargeable gain realised (subject to any availableexemption or relief).

Corporate Holders will generally be subject to corporation tax at the usual rate in respect of any change in thegain accruing to them. However, indexation allowance may be available, reducing the amount of the gainchargeable, broadly in line with the rate of inflation.

Stamp Duty and Stamp Duty Reserve Tax (SDRT)

No UK stamp duty or SDRT will be payable on the issue of the Shares and/or GDRs and no UK stamp dutyor SDRT will be payable on the delivery of the GDRs into DTC, Euroclear and Clearstream.

No UK stamp duty or SDRT will be payable in respect of any dealings in the GDRs within DTC, Euroclearand Clearstream where such dealings are effected in electronic book entry form in accordance with the usualprocedures of DTC, Euroclear and Clearstream.

No UK stamp duty will be payable on a transfer of the Shares where any instrument of transfer is not executedin the UK and does not relate to any property situate, or to any matter or thing done or to be done, in the UK.

No UK SDRT will be payable in respect of any agreement to transfer the Shares provided that the Shares arenot registered in a register kept in the UK.

117

Ledra MarriottAthens, Greece

US Federal Income Tax Considerations

TO ENSURE COMPLIANCE WITH US TREASURY REGULATIONS, EACH POTENTIALINVESTOR IS HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION HEREIN IS NOT INTENDEDOR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OFAVOIDING US FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER;(B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION ORMARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) EACHTAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULARCIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

The following is a summary of certain US federal income tax considerations relevant to the purchase,ownership and disposition of Shares or GDRs. The following is not a complete description of all the taxconsiderations that may be relevant to a particular investor.

This summary addresses only initial purchases of Shares or GDRs by US Holders (as defined below) whohold such Shares or GDRs as capital assets and use the US dollar as their functional currency. It does not addressthe tax treatment of investors subject to special rules, such as banks, dealers, traders in securities that elect markto market treatment, insurance companies, tax-exempt entities, holders of a beneficial interest in 10 per cent. ormore (directly, indirectly or by attribution) by voting power or value of Shares or GDRs, persons who have ceasedto be US citizens or to be taxed as resident aliens, or persons holding Shares or GDRs as part of a hedge, straddle,conversion or other integrated financial transaction. In addition, it does not address consequences relevant toholders of an equity interest in a holder of Shares or GDRs.

The US federal income tax treatment of a partner in a partnership that holds Shares or GDRs will depend onthe status of the partner and the activities of the partnership. An investor purchasing Shares or GDRs through apartnership should consult an independent tax adviser about the US federal income tax consequences of investingin Shares or GDRs.

Each investor is advised to consult its tax advisers about the US federal, state, local and other taxconsequences to it of holding and disposing of Shares or GDRs.

As used here, US Holder means a beneficial owner of Shares or GDRs that is for US federal income taxpurposes (a) a US citizen or individual resident of the United States, (b) a corporation, or an entity treated as acorporation, created or organised in or under the laws of the United States or any state thereof (including theDistrict of Columbia), (c) a trust if a court within the United States is able to exercise primary supervision over itsadministration and one or more United States persons have authority to control all the substantial decisions of suchtrust or (d) an estate the income of which is subject to US federal income tax regardless of its source.

This summary is based on the tax laws of the United States including the Internal Revenue Code of 1986, itslegislative history, existing and proposed regulations thereunder, and published rulings and court decisions, all ascurrently in effect and all subject to change at any time, possibly with retroactive effect.

Generally, holders of GDRs will be treated for US federal income tax purposes as holding the Sharesrepresented by the GDRs. No gain or loss will be recognised upon the exchange of Shares for GDRs or theexchange of GDRs for Shares.

Distributions

Subject to the passive foreign investment company rules set out below, cash distributions paid with respect toShares or GDRs generally will be treated as dividends and included in the gross income of a US Holder as ordinaryincome to the extent paid out of the Company’s earnings and profits as determined under US federal income taxprinciples. To the extent that a distribution exceeds the Company’s earnings and profits, it will be treated as anon-taxable return of capital to the extent of the US Holder’s adjusted tax basis in the Shares or GDRs andthereafter as capital gain. US Holders should not expect the Company to maintain calculations of its earnings andprofits under US federal income tax principles, and US Holders should therefore expect to treat all cashdistributions as dividends for such purposes. The dividends will not be eligible for the dividends-received

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deduction available to corporations or for the reduced tax rate applicable to “qualified dividend income” ofnon-corporate taxpayers. Dividends generally will constitute income from sources outside the United States forpurposes of the US foreign tax credit. The rules regarding availability of foreign tax credits are complex andUS Holders may be subject to various limitations on the amount of foreign tax credits that are available.

Dividends paid in foreign currency will be included as a US dollar amount based on the exchange rate in effecton the date of receipt by a US Holder (or in the case of GDRs, by the Depositary) whether or not the payment isconverted into dollars at that time. If the foreign currency so received is converted into US dollars on the date ofreceipt, a US Holder generally should not recognise foreign currency gain or loss on such conversion. If the foreigncurrency is not converted into US dollars on the date of receipt, then a US Holder’s tax basis in the foreign currencywill equal such US dollar amount. Any gain or loss recognised on a subsequent conversion of the foreign currencyfor a different currency will generally be US source ordinary income or loss.

Sale or Other Disposition

Subject to the passive foreign investment company rules summarised below, a US Holder generally willrecognise a capital gain or loss on the sale or other disposition of Shares or GDRs equal to the difference betweenthe amount realised (or the US dollar value of any amount received other than in US dollars) and the US Holder’sadjusted tax basis in the Shares or GDRs. Any gain or loss generally will be treated as arising from US sources.Such gain or loss, if any, will be a capital gain or loss and will be long-term capital gain (subject to taxation atreduced rates for certain non-corporate US Holders) or loss if the Shares or GDRs were held for more than oneyear. The deductibility of capital losses is subject to significant limitations.

A US Holder that receives foreign currency on the sale or other disposition of Shares or GDRs will realise anamount equal to the US dollar value of the foreign currency on the date of sale (or in the case of cash basis andelecting accrual basis taxpayers, the US dollar value of the foreign currency on the settlement date, if the Sharesor GDRs are treated as being “traded on an established securities market”). If a US Holder receives foreigncurrency upon a sale or exchange of Shares or GDRs, the gain or loss, if any, recognised on the subsequent sale,conversion or disposition of such foreign currency will be ordinary income or loss, and will generally be incomeor loss from sources within the United States for foreign tax credit limitation purposes. However, if such foreigncurrency is converted into US dollars on the date received by the US Holder (or in the case of cash basis andelecting accrual basis taxpayers, the settlement date, if the Shares or GDRs are treated as being “traded on anestablished securities market”), a US Holder should not recognise any gain or loss on such conversion.

Passive Foreign Investment Company Considerations

A corporation organised or incorporated outside the United States is a passive foreign investment company(a PFIC) in any taxable year in which, after taking into account its income and assets and the income and assetsof certain subsidiaries either (a) at least 75 per cent. of its gross income is passive income or (b) at least 50 per cent.of the average value of its assets is attributable to assets that produce or are held to produce passive income.

The Company reasonably believes that it is not a PFIC and that it will not become a PFIC after the Offering.However, because this is a factual determination made at the end of the taxable year, there can be no assurance thatthe Company will not become a PFIC for any future taxable year.

If the Company were a PFIC in any year during which a US Holder owns Shares or GDRs, the US Holderwould be subject to additional taxes on any “excess distributions” received from the Company and from any gainrealised from a sale or other disposition of Shares or GDRs (regardless of whether the Company continues to be aPFIC). US Holders may be able to avoid some of these tax consequences by making certain valid elections withrespect to Shares or GDRs although the Company does not intend to provide US Holders with the information tomake a qualified electing fund (QEF) election, in which case US Holders should assume that a QEF election isunavailable.

Prospective purchasers should consult their tax advisers regarding the potential application of the PFICregime to the Company, the consequences thereof and the availability of these elections.

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Jumeirah Conference CentreDubai, UAE

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Information Reporting and Backup Withholding

In general, payments of dividends with respect to, and the proceeds of a sale, redemption or other dispositionof, Shares or GDRs, payable to a US Holder (other than a corporation or other exempt recipient) by a US payingagent or other US intermediary will be reported to the Internal Revenue Service (IRS) and to the US Holder asmay be required under applicable regulations. Backup withholding will apply to these payments if the US Holderfails to provide an accurate taxpayer identification number or certification of exempt status or otherwise fails tocomply with the requirements of the backup withholding rules. Certain US Holders (including, among others,corporations) are not subject to backup withholding. US Holders should consult their tax advisers as to theirqualification for exemption from backup withholding and the procedure for certifying their exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be creditedagainst a US Holder’s federal income tax liability, and a US Holder may obtain a refund of any excess amountswithheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS andfurnishing all required information.

PLAN OF DISTRIBUTION

Morgan Stanley is acting as sole global coordinator and Morgan Stanley and UBS Investment Bank are actingas joint bookrunners and joint lead managers of the Offering and as representatives of the Initial Purchasers(the Representatives) named below. Subject to the terms and conditions stated in the subscription agreementamong the Company, the Selling Shareholders and the Initial Purchasers dated the date of this prospectus(the Subscription Agreement), each Initial Purchaser named below has agreed to purchase, severally and notjointly, and we and the Selling Shareholders have agreed to sell, severally and not jointly, to that Initial Purchaser,the number of Shares set forth opposite each Initial Purchaser’s name. The Initial Purchasers may elect to receiveall or a portion of their allotment of Shares in the form of GDRs (each GDR representing 5 Shares).

Number ofInitial Purchasers Shares11111 1111

Morgan Stanley & Co International plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,216,585UBS Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,477,724Global Investment House KSCC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0The National Investor (PJSC) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

1111

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243,694,30911111111

The UAE Retail Offering is being conducted pursuant to a separate Summary Document. Mashreqbank pschas been appointed as the lead receiving bank with respect to the UAE Retail Offering. We are selling Sharesunder the UAE Retail Offering through a participating brokers agreement among the Company, Mashreqbank pscand certain participating brokers dated 18 April 2008 (the Participating Brokers Agreement). The Offering isconditional on the consummation of the UAE Retail Offering.

We expect to sell 162,992,567 Shares and the Selling Shareholders expect to sell 90,558,488 Shares, in theform of Shares and GDRs in the Offering.

We estimate that the total expenses of this Offering will be US$3.4 million, which includes certain expensesof the Initial Purchasers that we have agreed to reimburse pursuant to the Subscription Agreement. In addition,we will pay to the Initial Purchasers a commission of 2.50% of the amount equal to the offer price set forth on thecover page of this prospectus multiplied by the number of Shares and GDRs sold in the Offering and in connectionwith the exercise of the Over-allotment Option (to the extent exercised). Therefore, the Initial Purchasers willreceive total commissions of approximately US$10.8 million, excluding the fee of 0.75% of the amount equal tothe offer price set forth on the cover page of this prospectus multiplied by the number of Shares and GDRs sold inthe Offering and in connection with the exercise of the Over-allotment Option (to the extent exercised) which maybe payable to the Initial Purchasers by the Company at its sole discretion. All underwriting commissions andreimbursed expenses of the Initial Purchasers will be deducted from the proceeds of the Offering.

The Initial Purchasers propose to resell the Shares and GDRs at the offer price set forth on the cover page ofthis prospectus in the United States to QIBs in reliance on Rule 144A and outside the United States in reliance onRegulation S. The price at which the Shares and GDRs are offered may be changed at any time.

Neither the Shares nor the GDRs have been or will be registered under the US Securities Act or any statesecurities laws and may not be offered or sold within the United States except in transactions exempt from, or notsubject to, the registration requirements of the US Securities Act.

In addition, until 40 days after the commencement of the Offering of the Shares and GDRs, an offer or saleof Shares or GDRs within the United States by a dealer (whether or not participating in the Offering) may violatethe registration requirements of the US Securities Act if such offer or sale is made otherwise than in accordancewith Rule 144A.

We have given customary representations and warranties to the Initial Purchasers in the SubscriptionAgreement, including in relation to our businesses, the Shares and GDRs and the contents of this prospectus.The Selling Shareholders have given certain representations and warranties to the Initial Purchasers, including inrelation to their capacity and title to the Shares.

A10.32.1

OSR A.1.2.1(6)

OSR A.1.2.1(2)(a)

A10.29.3.1

A10.27.17.1

A10.28.12

A10.29.2.3.7

A10.29.4.4

OSR A.1.1.1.(5)

OSR 1.2.1(2)(d)

OSR A.1.2.1(2)(h)

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Chateau de la MessardiereSaint-Tropez, France

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We and the Selling Shareholders have agreed to indemnify the Initial Purchasers against certain liabilities,including liabilities under the US Securities Act, or to contribute to payments that the Initial Purchasers may berequired to make because of any of those liabilities.

If an Initial Purchaser defaults, the Subscription Agreement provides that, in certain circumstances, thepurchase commitment of the non-defaulting Initial Purchasers may be increased or the Subscription Agreementmay be terminated.

The Subscription Agreement provides that the obligations of the Initial Purchasers are subject to certainconditions precedent that are typical for an agreement of this nature. These conditions include, among others, theaccuracy of the representations and warranties, the approval of legal matters by counsel and the application for theDIFX Admission and UKLA Admission having been approved on or prior to the Closing Date. In addition, theInitial Purchasers may terminate the Subscription Agreement prior to the Closing Date in certain specifiedcircumstances that are typical for an agreement of this nature. These include the occurrence of certain materialchanges in our condition, financial or otherwise, or in our earnings, business affairs or business prospects andcertain changes in financial, political or economic conditions (as more fully set out in the Subscription Agreement).If any of the above-mentioned conditions are not satisfied (or waived, where capable of being waived) by, or theSubscription Agreement is terminated prior to, the Closing Date, then this Offering will lapse.

Over-allotment Option

The Company has granted to the Initial Purchasers the Over-allotment Option, exercisable from time to timefor 30 days from the announcement of the offer price, to purchase up to 25,355,106 Shares, in the form of Sharesand GDRs, at the offer price, less the applicable commissions. The Initial Purchasers may exercise the option solelyfor the purpose of covering over-allotments. To the extent the option is exercised, each Initial Purchaser mustpurchase an additional number of Shares and GDRs approximately proportionate to that Initial Purchaser’sunderwriting commitment.

Lock-up Period

Except with respect to the Shares and GDRs sold in this Offering (including pursuant to the exercise of theOver-allotment Option, if any) and any shares issued pursuant to our share option and purchase plan, we haveagreed that, for a period of 12 months following the date of this prospectus, we will not (i) offer, pledge, sell,contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or anysecurities convertible into or exercisable or exchangeable for shares or (ii) enter into any swap or other arrangementthat transfers to another, in whole or in part, any of the economic consequences of ownership of the shares, whetherany such transaction described in clause (i) or (ii) above is to be settled by delivery of shares or other securities, incash or otherwise, except with the prior written consent of the Representatives.

The Selling Shareholders and all other existing shareholders of the Company (together with the SellingShareholders, the Current Shareholders) have agreed to a similar lock-up for a period ending 6 months after thedate of this prospectus with respect to 100% of their respective shareholdings in the Company and for a periodending 12 months after the date of this prospectus with respect to 65% of their respective shareholdings in theCompany. The Current Shareholders have further agreed to consult and coordinate any sale of shares with the otherCurrent Shareholders until 24 months after the date of this prospectus. The lock-up on Current Shareholders’ salesdoes not prohibit any Current Shareholder from selling any shares to any other Current Shareholder.

Pricing of this Offering

Prior to this Offering, there has been no public market for the Shares or GDRs. Consequently, the offer pricefor the Shares and GDRs was determined by negotiations among us, the Selling Shareholders and theRepresentatives. Among the factors considered in determining the offer price were our record of operations, ourcurrent financial condition, our future prospects, our markets, the economic conditions in and future prospects forthe industry in which we compete, our management, and currently prevailing general conditions in the equitysecurities markets, including current market valuations of publicly traded companies considered comparable tothe Company.

A10.29.31

A10.27.14

OSR A.1.2.1(3)

A10.29.2.4.1

A10.29.2.4.2

A10.29.2.4.3

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The Shares and GDRs will constitute a new class of securities with no established trading market. We cannotassure you that the prices at which the Shares and GDRs will sell in the market after this Offering will not be lowerthan the initial offer price or that an active trading market for the Shares or GDRs will develop and continue afterthis Offering. The Initial Purchasers have advised us that they currently intend to make a market in the GDRs onthe London Stock Exchange. However, they are not obligated to do so and they may discontinue anymarket-making activities with respect to the GDRs at any time without notice. Accordingly, we cannot assure youas to the liquidity of or the trading market for the GDRs.

Price Stabilisation

In connection with this Offering, the Initial Purchasers may purchase and sell Shares and GDRs in the openmarket. These transactions may include over-allotment, syndicate covering transactions and stabilisingtransactions. Over-allotment involves sales of Shares and/or GDRs in excess of the principal amount of sharesand/or GDRs to be purchased by the Initial Purchasers in this Offering, which creates a short position for the initialpurchases. Covering transactions involve purchases of the Shares and/or GDRs in the open market after thedistribution has been completed in order to cover short positions. Stabilising transactions consist of certain bids orpurchases of Shares and/or GDRs made for the purpose of preventing or retarding a decline in the market price ofthe Shares and/or GDRs. Any of these activities may have the effect of preventing or retarding a decline in themarket price of the Shares and/or GDRs. They may also cause the price of the Shares and/or GDRs to be higherthan the price that otherwise would exist in the open market in the absence of these transactions. Morgan Stanley,on behalf of the Initial Purchasers, may conduct these transactions in the over-the-counter market or otherwise inaccordance with the Price Stabilising Rules of the UK Financial Services Authority and the DFSA. If the InitialPurchasers commence any of these transactions, they may discontinue them at any time.

Allocation

The Offering comprises the US Offering, the International Offering, the Exempt Offering and the UAE RetailOffering. The allocation of Shares and GDRs among the US Offering, the International Offering, the ExemptOffering and the UAE Retail Offering will be determined by the Representatives, the Selling Shareholders and us.The National Investor (PJSC) and Global Investment House KSCC will not participate in the determination of theallocation of Shares and GDRs.

Factors that may be taken into account by the Representatives, the Selling Shareholders and us whendetermining the allocations among prospective investors in the event of over-subscription may include participationin the marketing process for the Offering, holding behaviour in previous offerings, holdings in similar companies,shareholder demographics, pre-funding of indication of interests and other factors that we, the Representatives andthe Selling Shareholders may deem relevant.

Unconditional Dealings

Unconditional dealings in the Shares on the DIFX and the GDRs on the London Stock Exchange are expectedto commence upon listing of the Shares on the DIFX and admission to trading of the GDRs on the London StockExchange, respectively. The dates and times may be changed. Dealings prior to the commencement ofunconditional dealings will not take place. Accordingly, dealings in the Shares prior to listing on the DIFX will nottake place and conditional dealings in the GDRs will not take place prior to admission to trading on the LondonStock Exchange.

Relationship between the Company and the Initial Purchasers in the Offering

The Initial Purchasers have performed investment banking and advisory services for us from time to time forwhich they have received customary fees and expenses. In addition, certain of the Initial Purchasers have, or mayhave, equity ownership in the Company, either directly or through their affiliates. The Initial Purchasers may, fromtime to time, engage in transactions with and perform services for us in the ordinary course of their business.

A10.30.5

A10.30.6

A10.30.7

A10.30.8

A10.30.9

La CigaleDoha, Qatar

SETTLEMENT AND DELIVERY

DIFX

Trading of the Shares will take place through the trading system of the DIFX. Shares may be held either inaccounts opened with the CSD by the holders thereof or though custodian omnibus accounts and the ownership ofthe Shares will be evidenced by the holdings in such accounts. Clearing and settlement of trades on the DIFX bybrokers or custodians may be performed only through members of the DIFX that are Clearing Members. EachClearing Member must hold a securities account with the CSD and a cash account with a designated settlementbank for settlement purposes. Similarly, a custodian needs to hold an omnibus account with the CSD and a cashaccount with a settlement bank for settlement of off-exchange trades. Settlement of securities trading on the DIFXis governed by the DIFX Business Rules.

Clearing and Settlement of GDRs

Custodial and depositary links have been established between Euroclear, Clearstream and DTC to facilitatethe initial issue of the GDRs and cross-market transfers of the GDRs associated with secondary market trading.

The Clearing Systems

Euroclear and Clearstream

Euroclear and Clearstream each hold securities for participating organisations and facilitate the clearance andsettlement of securities transactions between their respective participants through electronic book-entry changes inaccounts of such participants. Euroclear and Clearstream provide to their respective participants, among otherthings, services for safekeeping, administration, clearance and settlement of internationally traded securities andsecurities lending and borrowing. Euroclear and Clearstream participants are financial institutions throughout theworld, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations andcertain other organisations. Euroclear and Clearstream have established an electronic bridge between their twosystems across which their respective customers may settle trades with each other. Indirect access to Euroclear orClearstream is also available to others, such as banks, brokers, dealers and trust companies which clear through ormaintain a custodial relationship with a Euroclear or Clearstream participant, either directly or indirectly.

Distributions of dividends and other payments with respect to book-entry interests in the GDRs held throughEuroclear or Clearstream will be credited, to the extent received by the Depositary, to the cash accounts ofEuroclear or Clearstream participants in accordance with the relevant system’s rules and procedures.

DTC

DTC has advised us as follows: DTC is a limited-purpose trust company organised under the laws of the Stateof New York, a “banking organization” within the meaning of the New York Banking Law, a member of the UnitedStates Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform CommercialCode, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.DTC holds securities for DTC participants and facilitates the clearance and settlement of securities transactionsbetween DTC participants through electronic computerised book-entry changes in DTC participants’ accounts.DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certainother organisations. Indirect access to the DTC system is also available to others such as securities brokers anddealers, banks, and trust companies that clear through or maintain a custodial relationship with a DTC participant,either directly or indirectly.

Holders of book-entry interests in the GDRs holding through DTC will receive, to the extent received by theDepositary, all distributions of dividends or other payments with respect to book-entry interests in the GDRs fromthe Depositary through DTC and DTC participants. Distributions in the United States will be subject to relevantUS tax laws and regulations. See “Taxation—US Federal Income Tax Considerations”.

As DTC can act on behalf of DTC direct participants only, who in turn act on behalf of DTC indirectparticipants, the ability of beneficial owners who are indirect participants to pledge book-entry interests in the

OSR A.1.2.1(2)(d)

OSR A.1.2.1(4)

DIFX LR AppE,Part 1, #4

124

GDRs to persons or entities that do not participate in DTC, or otherwise take actions with respect to book-entryinterests in the GDRs, may be limited.

Registration and Form

Book-entry interests in the GDRs held through Euroclear and Clearstream will be represented by the MasterRegulation S GDR registered in the name of BT Globanet Nominees Limited, as nominee of Deutsche Bank AG,London branch as common depositary for Euroclear and Clearstream. Book-entry interests in the GDRs heldthrough DTC will be represented by the Master Rule 144A GDR registered in the name of Cede & Co., as nomineefor DTC, which will be held by the Depositary as custodian for DTC. As necessary, the Registrar will adjust theamounts of GDRs on the relevant register for the accounts of the common nominee and nominee, respectively, toreflect the amounts of GDRs held through Euroclear, Clearstream and DTC, respectively. Beneficial ownership inthe GDRs will be held through financial institutions as direct and indirect participants in Euroclear, Clearstreamand DTC.

The aggregate holdings of book-entry interests in the GDRs in Euroclear, Clearstream and DTC will bereflected in the book-entry accounts of each such institution. Euroclear, Clearstream and DTC, as the case may be,and every other intermediate holder in the chain to the beneficial owner of book-entry interests in the GDRs, willbe responsible for establishing and maintaining accounts for their participants and customers having interests inthe book-entry interests in the GDRs. The Depositary will be responsible for maintaining a record of the aggregateholdings of GDRs registered in the name of the common nominee for Euroclear and Clearstream and the nomineefor DTC. The Depositary will be responsible for ensuring that payments received by it from us for holders holdingthrough Euroclear and Clearstream are credited to Euroclear or Clearstream, as the case may be, and theDepositary will also be responsible for ensuring that payments received by it from us for holders holding throughDTC are received by DTC. The address for DTC is P.O. Box 5020, New York, NY 10274, United States ofAmerica. The address for Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium. The address forClearstream is L-2967 Luxembourg, Luxembourg.

We will not impose any fees in respect of the GDRs; however, holders of book-entry interests in the GDRsmay incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear, Clearstreamor DTC and certain fees and expenses payable to the Depositary in accordance with the terms of theDeposit Agreement.

Global Clearance and Settlement Procedures

Initial Settlement

The GDRs will be in global form evidenced by the two Global Master GDRs. Purchasers electing to holdbook-entry interests in the GDRs through Euroclear and Clearstream accounts will follow the settlementprocedures applicable to depositary receipts. DTC participants acting on behalf of purchasers electing to holdbook-entry interests in the GDRs through DTC will follow the delivery practices applicable to depositary receipts.

Secondary Market Trading

Transfer restrictions

For a description of the transfer restrictions relating to the GDRs, see “Transfer and Selling Restrictions”.

Trading between Euroclear and Clearstream participants

Secondary market sales of book-entry interests in the GDRs held through Euroclear or Clearstream topurchasers of book-entry interests in the GDRs through Euroclear or Clearstream will be conducted in accordancewith the normal rules and operating procedures of Euroclear and Clearstream and will be settled using the normalprocedures applicable to depositary receipts.

Trading between DTC participants

Secondary market sales of book-entry interests in the GDRs held through DTC will occur in the ordinary wayin accordance with DTC rules and will be settled using the procedures applicable to depositary receipts, if payment

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is effected in US dollars, or free of payment, if payment is not effected in US dollars. Where payment is noteffected in US dollars, separate payment arrangements outside DTC are required to be made between theDTC participants.

Trading between DTC seller and Euroclear/Clearstream purchaser

When book-entry interests in the GDRs are to be transferred from the account of a DTC participant to theaccount of a Euroclear or Clearstream participant, the DTC participant must send to DTC a delivery free ofpayment instruction at least two business days prior to the settlement date. DTC will in turn transmit suchinstruction to Euroclear or Clearstream, as the case may be, on the settlement date. Separate payment arrangementsare required to be made between the DTC participant and the relevant Euroclear or Clearstream participant. On thesettlement date, DTC will debit the account of its DTC participant and will instruct the Depositary to instructEuroclear or Clearstream, as the case may be, to credit the relevant account of the Euroclear or Clearstreamparticipant, as the case may be. In addition, on the settlement date, DTC will instruct the Depositary to (i) decreasethe amount of book-entry interests in the GDRs registered in the name of a nominee for DTC and represented bythe Master Rule 144A GDR and (ii) increase the amount of book-entry interests in the GDRs registered in the nameof the common nominee for Euroclear and Clearstream and represented by the Master Regulation S GDR.

Trading between Clearstream/Euroclear seller and DTC purchaser

When book-entry interests in the GDRs are to be transferred from the account of a Euroclear or Clearstreamparticipant to the account of a DTC participant, the Euroclear or Clearstream participant must send to Euroclear orClearstream a delivery free of payment instruction at least one business day prior to the settlement date. Separatepayment arrangements are required to be made between the DTC participant and the relevant Euroclear orClearstream participant, as the case may be. On the settlement date, Euroclear or Clearstream, as the case may be,will debit the account of its participant and will instruct the Depositary to instruct DTC to credit the relevantaccount of Euroclear or Clearstream, as the case may be, and will deliver such book-entry interests in the GDRsfree of payment to the relevant account of the DTC participant. In addition, Euroclear or Clearstream, as the casemay be, shall on the settlement date instruct the Depositary to (i) decrease the amount of the book-entry interestsin the GDRs registered in the name of the common nominee and evidenced by the Master Regulation S GDR and(ii) increase the amount of the book-entry interests in the GDRs registered in the name of a nominee for DTC andrepresented by the Master Rule 144A GDR.

General

Although the foregoing sets out the procedures of Euroclear, Clearstream and DTC in order to facilitate thetransfers of interests in the GDRs among participants of Euroclear, Clearstream and DTC, none of Euroclear,Clearstream or DTC are under any obligation to perform or continue to perform such procedures, and suchprocedures may be discontinued at any time.

None of the Company, the Initial Purchasers, the Depositary, the Custodian or their respective agents will haveany responsibility for the performance by Euroclear, Clearstream or DTC or their respective participants of theirrespective obligations under the rules and procedures governing their operations.

Pre-issue Trades Settlement

It is expected that delivery of GDRs will be made against payment therefor on the Closing Date thereof, whichcould be more than three business days following the date of pricing of the GDRs. Pursuant to Rule 15c6-1 underthe Exchange Act, trades in the United States secondary market generally are required to settle within threebusiness days (T+3), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers whowish to trade GDRs in the United States on the date of pricing or the next succeeding business days until three daysprior to the relevant Closing Date will be required, by virtue of the fact the GDRs initially will settle beyond T+3,to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Settlementprocedures in other countries will vary. Purchasers of GDRs may be affected by such local settlement practices andpurchasers of GDRs between the date of pricing and the relevant Closing Date should consult their own adviser.

127

INFORMATION RELATING TO THE DEPOSITARY

The Depositary is Deutsche Bank Trust Company Americas. The Depositary is a state chartered New Yorkbanking corporation and a member of the United States Federal Reserve System, subject to regulation andsupervision principally by the United States Federal Reserve Board and New York State Banking Department.The Depositary was incorporated on March 5, 1903 in the State of New York. The registered office of theDepositary is located at 60 Wall Street, New York, New York 10005 and the registered number is BR1026.The principal executive office of the Depositary is located at 60 Wall Street, New York NY 10005, United Statesof America. The Depositary operates under the laws and jurisdiction of the State of New York.

LEGAL MATTERS

Certain legal matters relating to the Offering governed by DIFC law, US law and English law will be passedon for the Company by, Allen & Overy LLP, DIFC, US and English counsel to the Company. The validity of theShares and certain other UAE and DIFC legal matters relating to the Offering will be passed on for the Companyby Al Tamimi & Company.

Certain matters governed by US law and English law will be passed on for the Initial Purchasers by ClearyGottlieb Steen & Hamilton LLP, US and English counsel to the Initial Purchasers.

INDEPENDENT AUDITORS

The consolidated financial statements for Depa United Group (PJSC) at and for the years ended31 December 2007 and 2006 included in this prospectus have been audited by Deloitte & Touche (M.E.),independent auditors, as stated in their report appearing herein. The address of Deloitte & Touche (M.E.), P.O. Box990, Bin Ghanem Tower, 10th Floor, Hamdan Street, Abu Dhabi, UAE.

The combined financial statements for Depa Interiors LLC; Depa Decor, Contracting & General MaintenanceCo. LLC; Pino Meroni Yacht Interiors LLC; Depa for Hotels SAE; and Pino Meroni Wood & Metal Industries atand for the years ended 31 December 2005 included in this prospectus have been audited by Deloitte & Touche(M.E.), independent auditors, as stated in their report appearing herein. The address of Deloitte & Touche (M.E.),P.O. Box 990, Bin Ghanem Tower, 10th Floor, Hamdan Street, Abu Dhabi, UAE.

The combined financial statements for Eldiar Furniture Manufacturing and Decoration LLC and DecoEmirates LLC at and for the years ended 31 December 2005 included in this prospectus have been audited byDeloitte & Touche (M.E.), independent auditors, as stated in their report appearing herein. The address of Deloitte& Touche (M.E.), P.O. Box 990, Bin Ghanem Tower, 10th Floor, Hamdan Street, Abu Dhabi, UAE.

A10.20.3.1

A10.2.1

OSR A.1.1.1(9)

A10.27.2

A.10.26

A10.26.1

A10.26.2

A10.26.3

Sheraton KampHelsinki, Norway

ADDITIONAL INFORMATION

1. We were incorporated in the DIFC under the Companies Law No. 3 of 2006 of the DIFC (the DIFCCompanies Law) on 25 February 2008 under the name Depa Limited as a company limited by shares in theDIFC with registration number 0567. Our registered address is Level 18, Al Reem Tower, Al Maktoum Street,P.O. Box 56338, Dubai, UAE and our telephone number is +971 4224 3800. Our website address iswww.depa.com. The content of our website is not incorporated into, and does not form part of, thisprospectus. Our main administrative office and headquarters are located at Level 18, Al Reem Tower, Al Maktoum Street, P.O. Box 56338, Dubai, UAE.

2. We expect our Shares to be issued and admitted to the Official List of Securities of the DIFX on or about23 April 2008 and the GDRs will be admitted to the Official List of the UKLA on or about 23 April 2008.Application has also been made to have the GDRs designated as eligible for trading on the IOB system of theLondon Stock Exchange. Transactions will normally be effected for delivery on the third working day afterthe day of the transaction.

3. The Rule 144A GDRs will be accepted for clearance through the facilities of DTC and the Regulation S GDRswill be accepted for clearance through Euroclear and Clearstream. The Common Code for the Regulations SGDRs is 035279792, the ISIN for the Regulation S GDRs is US2495082016, the CUSIP number for theRegulation S GDRs is 249508 201 and the SEDOL for the Regulation S GDRs is B2QN385. The CommonCode for the Rule 144A GDRs is 035279784, the ISIN for the Rule 144A GDRs is US2495081026, theCUSIP number for the Rule 144A GDRs is 249508 102 and the SEDOL for the Rule 144A GDRs isB2QN3F2. The ISIN for the Shares is AEDFXA0NFP81.

4. There has been no significant change in the financial or trading position of the Company or the Group as awhole since 31 December 2007 (the date of the latest audited financial statements).

5. The Company owns 474,999,990 (99.9%) of the 475 million shares in the capital of Depa United Group(PJSC). The balance 10 shares are owned by The National Investor (PJSC) and Mr. Mohannad Sweid in orderto satisfy the requirement under the UAE Companies Law that all private joint stock companies establishedin the UAE must have at least three shareholders.

6. The following table sets forth details of our significant operating subsidiaries, associates and affiliates andtheir countries of incorporation, as at the date of this prospectus.

Company’sbeneficial Country of

Name ownership incorporation Principal activities11 1111 1111 111111

Interior contracting companies:

Depa Interiors LLC 100% UAE Interior fit-out andrefurbishment works.

Depa Interiors LLC (Syria Branch) N/A Syria Interior fit-out andrefurbishment works.

Depa Albarakah LLC 80% UAE Contracting of partitionsand false ceilings andgypsum products.

Mivan Depa Contracting LLC 60% UAE Specialist and themeorientated interior fit-outworks.

Pino Meroni Yacht Interiors LLC 100% UAE Yacht interior fit-out works.Depa Decor, General Contracting and 100% UAE Interior fit-out andMaintenance Co. LLC refurbishment works.Deco Emirates LLC 100% UAE Shop fit-out.Depa Saudi LLC 100% Kingdom of Interior fit-out and

Saudi Arabia refurbishment works.Depa Qatar WLL 100% Qatar Interior fit-out and

refurbishment works.

A10.7.2

OSR A.1.1.1(3)

OSR A.1.1.1(16)(b)

A10.20.8

A10.27.1

OSR A.1.2.1(1)(a)(i)

A10.5.1.1

A10.5.1.2

A10.5.1.3

A10.5.1.4

A10.7.1

A10.25.1

OSR A.1.1.1(1)

128

Company’sbeneficial Country of

Name ownership incorporation Principal activities11 1111 1111 111111

DEPAMAR SARL 80% Morocco Interior fit-out andrefurbishment works.

Depa Syria for Contracting 100% Syria Interior fit-out and& Property Development (JSC) refurbishment works.Depa for Development Co. Ltd. 80% Republic of Sudan Interior fit-out and

refurbishment works.Depa for Hotels SAE 82.68% Egypt Interior fit-out and

refurbishment works.Depa India Private Limited 97% India Interior fit-out and

refurbishment works.Decolight Trading LLC 45.1% UAE Supply and contracting of

lighting fixtures.Lindner Depa Interiors LLC 51% UAE Supply of facade and(under formation) interior fit-out and

refurbishment works forairports and hospitals.

Manufacturing companies:Dragoni International LLC 60% UAE Furniture manufacturing,

insulations contracting,partition and false ceilingworks.

Eldiar FurnitureManufacturing and Decoration LLC 100% UAE Manufacturing of wooden

doors, wardrobes, furnitureand joinery.

Pino Meroni for Wood & MetalIndustries Company SAE 86.17% Egypt Manufacturing of wood and

steel furniture andaccessories.

Eldiar India Private Ltd 100% India Manufacturing of woodendoors, wardrobes, furnitureand joinery.

Design Studio Furniture 16.79% Singapore Manufacturing of high-endManufacturer Ltd cabinetry, panelling and

other furniture components.Jordan Wood Industries Co. Ltd 18.24% Jordan Manufacturing of cabinetry,

wardrobes, high-end doors,furniture and panelling.

Thailand Carpet Manufacturing 25.98% Thailand Manufacturing of carpets.Public Company LimitedProcurement entities: The Parker Company 51% USA FF&E procurement

services.The Parker Company (Middle East) FZ-LLC (under acquisition) 51% UAE FF&E procurement servicesDepa Interiors LLC N/A Registered as a Procurement services (China representative office) representative for Group

office in China companies.Investment entities:Al Tawasoul Property Development 15.6% UAE Real estate investmentCompany LLC

129

The FairmontCairo, Egypt

7. The following chart illustrates our organisational structure immediately following the Offering:

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130

131

Sheraton Al MuntazahDoha, Egypt

8. The following table presents a breakdown of contract income of primary interior contracting, manufacturingand procurement subsidiaries derived from their underlying financial statements for the periods indicated:

As of 31 December 2007qqqqqqqqqqqqqq

2005 2006 2007 2007qqq qqq qqq qqq

(unconsolidated)(1) (US$ millions)(AED millions)

Depa Interiors LLC (interior contracting) . . . . . . . . . . . . . . . . . . . . . . . 121.6 397.5 735.3 200.35Depa Decor, General Contracting and Maintenance Co LLC(interior contracting) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.6 122.4 115.9 31.58Depa for Hotels SAE (interior contracting)(2) . . . . . . . . . . . . . . . . . . . . . 25.3 84.2 70.6 19.24Depa Albarakah LLC (interior contracting)(3) . . . . . . . . . . . . . . . . . . . . . – 9.1 13.7 3.73DEPAMAR SARL (interior contracting)(4) . . . . . . . . . . . . . . . . . . . . . . . – – 55.4 15.10Deco Emirates LLC (interior contracting) . . . . . . . . . . . . . . . . . . . . . . . 59.6 100.0 115.2 31.39Mivan Depa Contracting LLC (interior contracting) . . . . . . . . . . . . . . . 4.2 186.4 97.1 26.45Pino Meroni Yacht Interiors LLC (interior contracting) . . . . . . . . . . . . . 18.7 23.1 34.4 9.37Eldiar Furniture Manufacturing and Decoration LLC (manufacturing) . 24.7 43.3 55.2 15.04Pino Meroni for Wood & Metal Industries Company SAE(manufacturing)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 13.6 9.0 2.45Dragoni International LLC (interior contracting)(5). . . . . . . . . . . . . . . . . 56.5 78.6 97.9 26.68Depa Mauritius (Depa India Private Limited) . . . . . . . . . . . . . . . . . . . . - - 7.0 1.9The Parker Company (procurement)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . 19.5 24.0 30.2 8.20––––––––––(1) We provide certain audited unconsolidated financial information as we believe it is helpful to understand certain trends in our underlying

businesses. As this financial information is not prepared on a consolidated basis, it does not contain all of the necessary information tohelp you understand or discern trends with respect to our historical consolidated financial statements This table should be read togetherwith “Selected Financial and Operating Data”, “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and the Financial Statements and related notes included elsewhere in this prospectus.

(2) The exchange rate for LE against AED was 0.6353 as at 31 December 2005 and 0.645 as at 31 December 2006, in each case as quotedby OANDA based on interbank rates.

(3) Established in 2006.(4) Established in 2007.(5) Acquired in 2006.(6) Acquired in 2007.

9. The GDRs are not denominated in any currency and have no nominal or par value. The offer price wasdetermined based on the results of the book building exercise conducted by the Initial Purchasers.The prospectus and the results of the Offering will be made available to the public by us at the offices inLondon of Morgan Stanley and UBS Investment Bank and at our registered office upon the closing of theOffering.

10. For the purpose of compliance with the Prospectus Rules, Deloitte & Touche (M.E.) has given and has notwithdrawn its written consent to the inclusion in this document of its name, its auditors reports and referencesto its name and those documents in the form and context in which they appear for the purpose of Annex Xitem 23.1 to the Prospectus Rules and has authorised the contents of those parts of this document whichcomprise its reports for the purposes of paragraph 5.5.4R(2)(f) of the Prospectus Rules. For the purposes ofparagraph 5.5.4R(2)(f) and item 1.2 of Annex X of the Prospectus Rules, Deloitte & Touche (M.E.) declaresthat it is responsible for its auditor’s reports and confirms, having taken all reasonable care to ensure that suchis the case, the information contained in the parts of this prospectus for which it is responsible is in accordancewith the facts and contains no omission likely to affect its import. A written consent under the ProspectusRules is different from a consent filed with the US Securities and Exchange Commission under Section 7 ofthe US Securities Act. As the GDRs have not and will not be registered under the US Securities Act, a consenthas not been filed under Section 7 of the US Securities Act.

11. The issue of this document and the transactions referred to herein (including the issuance of 25,355,106 additionalShares) were approved by our Board of Directors during a board meeting held on 24 March 2008 and writtenresolutions of our Board of Directors dated 17 April 2008 and by our shareholders pursuant to resolutions adoptedon 16 April 2008. All consents, approvals, authorizations or orders required for the sale of the Shares and the offerof the Shares and GDRs under the Articles and the prevailing laws of UAE and the United Kingdom have beenor are expected to be given or obtained.

A10.27.9

A10.23.1

132

12. Set forth below are summaries of each material contract, other than contracts entered into in the ordinarycourse of business, to which we are a party, for the two years immediately preceding publication of thisprospectus, or any other contracts, other than contracts entered into in the ordinary course of business, enteredinto by us, which contain any provisions under which we have any obligation or entitlement material at thedate of this prospectus:

11.1 Arab Bank Multicurrency Revolving Facility Agreement

US$50.0 million credit facility dated 27th September 2006 from Arab Bank in favour of Depa UnitedGroup (PJSC), Depa Interiors LLC and various subsidiaries.

11.2 Mashreqbank psc Facilities

AED 540.0 million facilities dated 19 July 2007 provided by Mashreqbank psc in favour of Depa UnitedGroup (PJSC) for the benefit of various subsidiaries.

11.3 BNP Paribas Facility

US$55.0 million syndicated term facility agreement dated 6 December 2007 between BNP Paribas andDepa Interiors LLC.

11.4 Commercial Bank of Dubai

AED 100.0 million facility dated 22 May 2007 between Commercial Bank of Dubai and Depa InteriorsLLC.

AED 133.5 million facility dated 15 July 2007 between Commercial Bank of Dubai and Depa InteriorsLLC in relation to the Anantara Palm Jumeirah project.

11.5 Union National Bank

Various facilities between Union National Bank and Depa Interiors LLC up to a total ofAED 276.0 million.

11.6 Burj Dubai

Finance agreement between Depa Interiors LLC, Mashreqbank PSC and HSBC for credit facilities ofAED 430.0 million to finance the Burj Dubai fit-out contract.

11.7 Dubai Islamic Bank

AED 200.0 million credit facility between Dubai Islamic Bank and Depa Interiors LLC dated10 April 2007.

11.8 Arab Bank plc (Dubai)

Credit facilities from Arab Bank plc (Dubai branch) in favour of Depa Interiors LLC deals up to a totalof AED 228.0 million.

13. Copies of the following will be available for inspection and may be obtained free of charge, duringnormal business hours on any weekday (public holidays excepted), at the offices of Allen & Overy LLPat suite 101/202, Level 1 & 2, The Gate Village Building GV08, Dubai International Financial Centre,Dubai, United Arab Emirates until the later of 14 days from the date of this document and the DIFXAdmission:

• Depa Limited’s Articles of Association;

• the Deposit Agreement;

• the Subscription Agreement; and

A10.24

A10.22

A10.5.2.2

A10.5.2.3

A10.6.1.2

133

Grand HyattMuscat, Oman

• the audited combined financial statements of our predecessor group companies as of and for the yearended 31 December 2005 and the audited consolidated financial statements of Depa United Group(PJSC) as of and for the years ended 2006 and 2007, together with the auditors’ reports relating thereto.

14. Upon DIFX Admission, this prospectus will be published on the website of the DIFX at www.difx.ae.

[THIS PAGE INTENTIONALLY LEFT BLANK]

INDEX TO FINANCIAL STATEMENTS

DEPA UNITED GROUP (PJSC)

Audited Consolidated Financial Statements for the year ended 31 December 2007 and the period from 15 January to 31 December 2006

Report of the Directors ............................................................................................................................ F-2Independent Auditor’s Report .................................................................................................................. F-3Consolidated Balance Sheet..................................................................................................................... F-5Consolidated Income Statement .............................................................................................................. F-6Consolidated Statement of Changes in Equity ........................................................................................ F-7Consolidated Statement of Cash Flows ................................................................................................... F-8Notes to the Consolidated Financial Statements ..................................................................................... F-9

DEPA GROUP OF COMPANIES (DEPA PREDECESSOR GROUP)Audited Combined Financial Statements for the year ended 31 December 2005

Independent Auditor’s Report .................................................................................................................. F-46Combined Balance Sheet ......................................................................................................................... F-48Combined Income Statement................................................................................................................... F-49Notes to the Combined Financial Statements.......................................................................................... F-50

DECO AND ELDIAR ESTABLISHMENTS (DECO-ELDIAR PREDECESSOR GROUP)Combined Financial Statements for the year ended 31 December 2005

Independent Auditor’s Report .................................................................................................................. F-69Combined Balance Sheet ......................................................................................................................... F-71Combined Income Statement................................................................................................................... F-72Notes to the Combined Financial Statements.......................................................................................... F-73

A10.20.1

A10.20.2

A10.20.4.1

OSR A.1.1.1(10)

OSR A.1.1.1(11)

OSR A.1.2.1(10)

F-1

DEPA UNITED GROUP P.J.S.C.REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2007 AND THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006.

The Directors have pleasure in submitting their report, together with the audited consolidated financialstatements of Depa United Group P.J.S.C. (the “Company”) and its subsidiaries (together referred to as the“Group”) for year ended 31 December 2007 and the period from 15 January 2006 (inception) to31 December 2006.

Principal activity

The principal activities of the Group are interior design and decoration.

Results and appropriation of income

Revenue for the year was AED 1,420 million compared with AED 1,048 million for the preceding year.Net profit for the year attributable to equity holders of the parent was AED 160 million compared with AED93 million for the preceding year.

The proposed appropriation of profits is as follows:AED ’0001111

Retained earnings at 1 January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,749Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,460Transfer to statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,499)Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (876)Dividends declared . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51,540)

1111

Retained earnings at 31 December 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,29411111111

Release

The Directors release from liability the Board of Directors and the external auditors in connection with theirduties for the year ended 31 December 2007 and the period from 15 January 2006 (inception) to31 December 2006.

Auditors

A resolution proposing the reappointment of Deloitte & Touche as auditors of the Company for the yearending 31 December 2008 will be put to the Annual General Meeting.

On behalf of the Board

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abdullah Al Mazrui Mohannad SweidChairman Chief Executive Officer

F-2

Deloitte & Touche (M.E.)Bin Ghanim Tower, 10th floorHamdan StreetP.O. Box 990, Abu DhabiUnited Arab Emirates

Tel: +971 (2) 676 0606Fax: +971 (2) 676 0644www.deloitte.com

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Depa United Group P.J.S.C.Dubai, UAE

Report on the financial statements

We have audited the consolidated financial statements of Depa United Group P.J.S.C. (the “Company”) andits subsidiaries (together the “Group”), which comprise the consolidated balance sheet as at 31 December2007 and 2006, and the consolidated statements of income, changes in equity and cash flow for the yearended 31 December 2007 and for the period from 15 January 2006 (inception) to 31 December 2006, and asummary of significant accounting policies and other explanatory notes.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financialstatements in accordance with International Financial Reporting Standards. This responsibility includes:designing, implementing and maintaining internal control relevant to the preparation and fair presentation ofconsolidated 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 reasonablein the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.We conducted our audit in accordance with International Standards on Auditing. Those standards require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whetherthe consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due tofraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the consolidated financial statements in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of accounting estimates made by management, as well as evaluating the overallpresentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financialposition of the Group as of 31 December 2007, and of its financial performance and its cash flows for theyear ended 31 December 2007 and for the period from 15 January 2006 (inception) to 31 December 2006 inaccordance with International Financial Reporting Standards.

F-3

INDEPENDENT AUDITOR’S REPORT (Continued)

Report on other legal and regulatory requirements

Also, in our opinion, proper books of account are maintained by the Group, a physical inventory was properlyconducted, and the information included in the Board of Directors’ report is in agreement with the books ofaccount. We have obtained all the information and explanations which we considered necessary for thepurpose of our audit. According to the information available to us, there were no contraventions of the UAEFederal Commercial Companies Law No. (8) of 1984 (as amended) or the Articles of Association of theCompany which might have a material effect on the financial position of the Company or on the results of itsoperations for the year.

Deloitte & Touche

Saba SindahaRegistration No. 41028 March 2008

Member ofAudit . Tax . Consulting . Financial Advsory . Deloitte Touche Tohmatsu

F-4

F-5

DEPA UNITED GROUP P.J.S.C.CONSOLIDATED BALANCE SHEET

AT 31 DECEMBER 2007 AND 2006

2007 2006Notes (restated)11 1111 1111

AED AED

ASSETSNon-current assetsGoodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 259,685,137 194,755,412Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 163,433,196 112,347,875Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 117,042,379 135,374,607Investment in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 80,188,893 16,219,258Contract retentions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,840,456 24,039,153Long term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 32,421,850 –Available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 7,715,565 19,160,743Due from a related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 7,306,010 6,499,981Deferred taxable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,984,335 743,461Other non current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 185,025 1,913,127Held to maturity investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 – 3,665,000

1111 1111

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 745,802,846 514,718,6171111 1111

Current assetsTrade receivables and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 545,106,368 369,480,393Amount due from customers on construction contracts . . . . . . . . . . . . . . . . . 14 437,383,264 324,904,067Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 71,343,136 9,765,131Held to maturity investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 3,665,000 –Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,138,787 48,403,711

1111 1111

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,126,636,555 752,553,3021111 1111

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,872,439,401 1,267,271,9191111 1111

EQUITY AND LIABILITIESCapital and reservesShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 475,000,000 475,000,000Statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 35,760,054 12,261,268Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,293,982 79,749,679Translation reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282,200 123,252

1111 1111

Equity attributable to equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . 675,336,236 567,134,199Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,849,177 18,590,910

1111 1111

Total equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 720,185,413 585,725,1091111 1111

Non-current liabilitiesBank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 94,893,667 40,846,869Employees’ end of service benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 15,957,841 9,359,555Subcontract retention. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,280,610 11,653,982Long term payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,550,000 –Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,231,025 292,248

1111 1111

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,913,143 62,152,6541111 1111

Current liabilitiesTrade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 693,625,037 446,037,658Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 303,715,808 173,356,498

1111 1111

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 997,340,845 619,394,1561111 1111

Total equity and liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,872,439,401 1,267,271,9191111 11111111 1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Chairman Chief Executive Officer Managing Director – Finance

The accompanying notes form an integral part of these consolidated financial statements.

DEPA UNITED GROUP P.J.S.C.CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2007AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006

For theperiod from15 January

2006(inception) to31 December

2006Notes 2007 (restated)11 1111 1111

AED AED

Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,419,832,131 1,048,101,453Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 (1,139,071,864) (886,208,283)

1111 1111

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280,760,267 161,893,170General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 (134,165,274) (78,719,998)Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 30,342,994 6,730,050Share of profits from associates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8,350,610 2,500,000Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 – 12,231,480Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,763,544 6,804,126Finance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 (4,312,807) (1,898,325)

1111 1111

Net profit for the year/ period before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . 182,739,334 109,540,503Income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (1,702,193) (6,242,681)

1111 1111

Net profit for the year/ period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 181,037,141 103,297,8221111 1111

Attributable to:Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,459,740 93,190,419Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,577,401 10,107,403

1111 1111

181,037,141 103,297,8221111 1111

Basic earnings per share attributable to equity holders of the parent (in AED per share). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 0.34 0.20

1111 1111

The accompanying notes form an integral part of these consolidated financial statements.

F-6

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F-8

DEPA UNITED GROUP P.J.S.C.CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2007AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO 31 DECEMBER 2006

For theperiod from15 January

2006(inception) to31 December

20062007 (restated)

1111 1111

AED AED

Operating activitiesNet profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181,037,141 103,297,822Adjustment for:Depreciation of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,835,292 5,620,171(Gain)/Loss on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . (9,998,863) 584,114Gain on disposal of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,896,174) (201,262)Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – (12,231,480)Income tax expense recognized in profit or loss, net . . . . . . . . . . . . . . . . . . . . . . . . . . 1,702,193 6,242,681Share of profits from associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,350,610) (2,500,000)Finance cost recognized in income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,791,762 6,204,430Interest income recognized in income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,763,544) (6,804,126)Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,332,228 10,365,835Net movement in minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (117,394) 8,483,507Directors’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – (800,000)

1111 1111

Operating cash flows before movements in working capital . . . . . . . . . . . . . . . . . 205,572,031 118,261,692Increase in amount due from customers on construction contracts . . . . . . . . . . . . . . . (112,479,197) (295,302,976)Increase in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (61,578,005) (2,814,002)Increase in trade receivables and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . (255,685,955) (212,282,037)Increase in trade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 203,212,232 273,752,880Increase in employee’s end of service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,598,286 2,693,318

1111 1111

Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,360,608) (115,691,215)Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,017,681) (1,539,828)Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,791,762) (6,204,430)

1111 1111

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,170,051) (123,435,383)1111 1111

Investing activitiesPurchase of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (70,916,043) (92,637,957)Proceeds from disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . 13,331,015 –Proceeds from disposal of investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,802,793 895,294Acquisition of investments in associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,966,035) (13,653,402)Acquisition of subsidiaries, net of cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,602,595) (401,818,115)Acquisition of available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,461,441) (1,589,362)Dividend received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347,010 –Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,763,544 6,804,126

1111 1111

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (119,701,752) (501,999,416)1111 1111

Financing activitiesIncrease in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – 475,000,000Dividend paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (876,410) (379,472)Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214,782,690 52,511,752Repayments of borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,909,985) (394,701)Net movement in bank overdraft and trust receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,533,403 147,065,209

1111 1111

Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,529,698 673,802,7881111 1111

Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,657,895 48,367,989Cash and cash equivalents at the beginning of the year/ period. . . . . . . . . . . . . . . . . . 48,403,711 –Effect of exchange rate changes on the balance of cash held in foreign currencies . . 77,181 35,722

1111 1111

Cash and cash equivalents at the end of the year/ period . . . . . . . . . . . . . . . . . . . 69,138,787 48,403,7111111 11111111 1111

The accompanying notes form an integral part of these consolidated financial statements.

1. GENERAL

Depa United Group P.J.S.C. (the “Company”) is a private joint stock company registered in Dubai under theUAE Commercial Companies Law No.(8) of 1984 (as amended). The Company was formed on 15 January 2006by a group of investors for the purpose of acquiring companies specializing in fit out, furnishing and procurementcontracts.

During the year 2006 the Company acquired Depa Interiors L.L.C, and indirectly through Depa InteriorsL.L.C a number of other entities, from certain non controlling shareholders of the Company. In addition, duringthe year the Company also acquired another entity (see Note 30)

The Company and its subsidiaries (together referred to as the “Group”) specialize in the full scope fit out andfurnishing of five star hotels, yachts and facilities and related services. The Group also carries out procurementcontracts for specific FF&E projects.

The Company was incorporated on 15 January 2006. The address of the Company’s registered office isP.O. Box 56338, Dubai, United Arab Emirates.

2. ADOPTION OF NEW AND REVISED STANDARDS

Standards and interpretations effective in the current period

In the current year, the Group has adopted IFRS 7 Financial Instruments: Disclosures which is effective forannual reporting periods beginning on or after 1 January 2007, and the consequential amendments to IAS 1Presentation of Financial Statements.

The impact of the adoption of IFRS 7 and the changes to IAS 1 has been to expand the disclosures providedin these consolidated financial statements regarding the Group’s consolidated financial statements andmanagement of capital (See Note 32). In accordance with the transitional requirements of the amendments, theGroup has provided full comparative information. Certain comparative amounts have been regrouped to conformto current year presentation.

Four Interpretations issued by the International Financial Reporting Interpretations Committee are effectivefor the current period. These are: IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reportingin Hyperinflationary Economies; IFRIC 8 Scope of IFRS 2; IFRIC 9 Reassessment of Embedded Derivatives; andIFRIC 10 Interim Financial Reporting and Impairment. The adoption of these Interpretations has not led to anychanges in the Group’s accounting policies.

Standards and interpretations in issue not yet adopted

At the date of authorization of these consolidated financial statements, the following Standards andInterpretations were in issue but not yet effective:

• IFRS 8 Operating Segments (effective for accounting periods beginning on or after1 January 2009)

• IAS 23 (Revised) Borrowing Costs (effective for accounting periods beginning on or after1 January 2009)

• IAS 1 (Revised) Presentation of Financial Statements (effective for accounting periodsbeginning on or after 1 January 2009)

• IAS 27 (Revised) Consolidated and Separate Financial Statements (effective for accountingperiods beginning on or after 1 July 2009)

• IFRS 3 (Revised) Business Combinations (effective for accounting periods beginning on or after1 July 2009)

F-9

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006

• IFRIC 11 Group and Treasury Share Transactions (effective for accounting periodsbeginning on or after 1 March 2007)

• IFRIC 12 Service Concession Arrangements (effective for accounting periods beginningon or after 1 January 2008)

• IFRIC 13 Customer Loyalty Programmes (effective for accounting periods beginning onor after 1 July 2008)

• IFRIC 14 The limit on a Defined Benefit Asset, Minimum Funding Requirements andtheir interaction (effective for accounting periods beginning on or after1 January 2008)

Management anticipates that the adoption of these Standards and Interpretations in future periods will haveno material impact on the consolidated financial statements of the Group in the period of initial application.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The consolidated financial statements have been prepared in accordance with International FinancialReporting Standards (IFRS).

Basis of preparation

The consolidated financial statements are presented in UAE Dirhams (AED) since that is the currency inwhich the majority of the Group’s transactions are denominated.

The consolidated financial statements as of and for the period from 15 January 2006 to 31 December 2006have been restated.

The restatement relates to the finalization of purchase price allocation during 2007. As described in Note 30,the Group acquired a number of businesses during 2006 and completed its purchase accounting based on apreliminary assessment of fair value of the assets and liabilities acquired. During 2007, the Group finalized thepurchase accounting based on, among other things, an independent valuation. In accordance with IFRS 3, anyadjustments to the previously recorded purchase accounting were recorded during the period.

In addition, the Company identified certain errors related to accrued liabilities for 2006 which have beenrestated in the current year.

The following table summarizes the above transactions related to the restatement:

As previouslyreported Restatement As restated

AED AED AED 11111 11111 11111

IFRS 3 related restatement

Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319,341,949 (124,682,430) 194,659,519Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,942,012 122,432,595 135,374,607Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . (4,115,480) (8,116,000) (12,231,480)General and administrative expenses . . . . . . . . . . . . . . . . . . 68,354,163 10,365,835 78,719,998Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,098,899,667) 50,798,214 (1,048,101,453)Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 885,312,192 896,091 886,208,283Revenue in excess of billings. . . . . . . . . . . . . . . . . . . . . . . . 373,826,401 (48,922,334) 324,904,067Billings in excess of revenue . . . . . . . . . . . . . . . . . . . . . . . . (12,852,575) (1,875,880) (14,728,455)Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,412,566) (896,091) (46,308,657)

The consolidated financial statements have been prepared on the historical cost basis, except for therevaluation of certain financial instruments. The principal accounting policies adopted are set out below.

F-10

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (includingspecial purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has thepower to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated incomestatement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring theiraccounting policies in line with those used by the Group.

All inter-Group transactions, balances, income and expenses are eliminated on consolidation.

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Company’sequity therein. Minority interests consist of the amount of those interests at the date of the original businesscombination and the minority’s share of changes in equity since the date of the combination. Losses applicable tothe minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of theCompany except to the extent that the minority has a binding obligation and is able to make an additionalinvestment to cover the losses.

The entities controlled by the Company are as follows:

Proportion ofownership interestand voting power Country of

Name of subsidiary 2007 2006 incorporation Principal activities111111111 11 11 1111 111111111111111

Depa Interiors L.L.C. 100% 100% U.A.E. Full scope fit out and furnishing of five starhotels.

The Company controls the following subsidiaries through its wholly owned subsidiary Depa Interiors L.L.C.:

Proportion ofownership interestand voting power Country of

Name of subsidiary 2007 2006 incorporation Principal activities111111111 11 11 1111 111111111111111

Depa Decoration, 100% 100% U.A.E. Interior decoration, contracting and generalContracting & General maintenance services for hotels and otherMaintenance L.L.C. entities.

Pino Meroni Yatch 100% 100% U.A.E. Trading in material and requisites forInteriors L.L.C. upholstery and fabric for curtains and

upholstery and trading in decoration andpartition materials.

Eldiar Furniture 100% 100% U.A.E. Manufacturing and sale of wooden doors,Manufacturing and wardrobes, furniture decoration.Decoration L.L.C.

Deco Emirates L.L.C. 100% 100% U.A.E. Building, contracting and decorationactivities and trading in furniture andrelated items.

Depa for Hotels 82.68% 82.68% Egypt Decoration works, interior and exteriorfinishing for hotels, motels, tourist villagesand nile cruise ships.

Pino Meroni Wood & 86.17% 86.17% Egypt Manufacturing of wooden and steelMetal Industries furniture.

F-11

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Mivan Depa 60% 60% U.A.E. Historical sites restoration, interior andContracting L.L.C. exterior decoration works for museums and

nature projects and other related activities.

Dragoni International L.L.C. 60% 60% U.A.E. Interior design, furniture manufacturingand supply and fit out of soft and hardfurnishings.

Depa Al Barakah L.L.C. 80% 80% U.A.E. Contracting of partitions and false ceilingsand trading of gypsum products and falseceiling.

Depamar SARL 80% 80% Morocco Interior design, decoration works andconstruction of buildings.

Depa Mauritius 100% 100% Mauritius Borrowing money and mortgaging orcharging its undertakings and property orany part thereof, issuing debentures,debenture stocks and other securitieswherever money is borrowed or as securityfor any debt, liability or obligation of thecompany.

Depa Saudi contracting and 100% — Saudi Arabia Interior decoration, contracting and generalInterior design L.L.C. maintenance services for hotels and other

entities

Depa Hungary 100% — Hungary Management activities of holdingcompanies

Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of thebusiness combination is measured as the aggregate of the fair values (at the date of exchange) of assets given,liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree,plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities andcontingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognizedat their fair values at the acquisition date, except for non-current assets (or disposal Groups) that are classified asheld for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, which arerecognized and measured at fair value less costs to sell.

Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess ofthe cost of the business combination over the Group’s interest in the net fair value of the identifiable assets,liabilities and contingent liabilities recognized. If, after reassessment, the Group’s interest in the net fair value ofthe acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination,the excess is recognized immediately in profit or loss.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of thenet fair value of the assets, liabilities and contingent liabilities recognized.

Investment in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary noran interest in a joint venture. Significant influence is the power to participate in the financial and operating policydecisions of the investee but is not control or joint control over those policies.

F-12

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

The results and assets and liabilities of associates are incorporated in these consolidated financial statementsusing the equity method of accounting, except when the investment is classified as held for sale, in which case itis accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjustedfor post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the valueof individual investments. Losses of an associate in excess of the Group’s interest in that associate (which includesany long-term interests that, in substance, form part of the Group’s net investment in the associate) are notrecognized, unless the Group has incurred legal or constructive obligations or made payments on behalf ofthe associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets,liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill.The goodwill is included within the carrying amount of the investment and is assessed for impairment as part ofthat investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities andcontingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extentof the Group’s interest in the relevant associate.

Interests in joint ventures

A joint venture is a contractual arrangement whereby the Group and other parties undertake an economicactivity that is subject to joint control, that is when the strategic financial and operating policy decisions relatingto the activities of the joint venture require the unanimous consent of the parties sharing control.

Where a group entity undertakes its activities under joint venture arrangements directly, the Group’s share ofjointly controlled assets and any liabilities incurred jointly with other venturers are recognized in the financialstatements of the relevant entity and classified according to their nature. Liabilities and expenses incurred directlyin respect of interests in jointly controlled assets are accounted for on an accrual basis. Income from the sale or useof the Group’s share of the output of jointly controlled assets, and its share of joint venture expenses, arerecognized when it is probable that the economic benefits associated with the transactions will flow to/from theGroup and their amount can be measured reliably.

Goodwill

Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of thecost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingentliabilities of the subsidiary or jointly controlled entity recognized at the date of acquisition. Goodwill is initiallyrecognized as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating unitsexpected to benefit from the synergies of the combination. Cash-generating units to which goodwill has beenallocated are tested for impairment annually, or more frequently when there is an indication that the unit may beimpaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, theimpairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then tothe other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairmentloss recognized for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included inthe determination of the profit or loss on disposal.

Revenue recognition

The Group’s revenue is primarily derived from construction revenue.

F-13

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Revenue from Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognized byreference to the stage of completion of the contract activity at the balance sheet date, measured based on theproportion that contract costs incurred for work performed to date relative to the estimated total contract costs.Variations in contract work, claims and incentive payments are included to the extent that they have been agreedwith the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized tothe extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognized asexpenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognizedas an expense immediately.

Revenue from procurement services

Revenue from procurement contracts is recognized by reference to the stage of completion. The procurementcontracts require the Company to perform an indeterminate number of acts over a specified period of timeincluding negotiating with vendors, tracking the progress of each purchase order, and monitoring the deliveryprocess. Therefore, revenue is recognized on a straight-line basis over the term of the contracts as this is the bestmethod to represent each contract’s stage of completion.

The Company also derives revenue by charging vendors a fee for the use of the Company’s purchase ordertracking software. The fees are based on the value of the merchandise ordered. Fees from vendors are earned andrecognized when the vendors ship the merchandise ordered through the Company’s purchase order trackingsoftware to the Company’s customers.

Dividend and interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rateapplicable.

Dividend revenue from investments is recognized when the shareholder’s right to receive payment has beenestablished.

Other income

Other income which primarily consists of gain on disposal of property, plant and equipment and investmentsis recognized when title has been passed to third party.

Borrowings

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, whichare assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added tothe cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks andrewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Group at their fair value at theinception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liabilityto the lessor is included in the balance sheet as a finance lease obligation.

F-14

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Lease payments are apportioned between finance charges and reduction of the lease obligation so as toachieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly toprofit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized inaccordance with the Group’s general policy on borrowing costs (see above). Contingent rentals are recognized asexpenses in the periods in which they are incurred.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term, exceptwhere another systematic basis is more representative of the time pattern in which economic benefits from theleased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in theperiod in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized asa liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis,except where another systematic basis is more representative of the time pattern in which economic benefits fromthe leased asset are consumed.

Foreign currencies

For the purpose of these consolidated financial statements U.A.E Dirhams (AED) is the functional of theCompany and the presentation currency of the Group.

Transactions in currencies other than AED (foreign currencies) are recorded at the rates of exchangeprevailing at the dates of the transactions. At each consolidated balance sheet date, monetary items denominatedin foreign currencies are retranslated at the rates prevailing at the consolidated balance sheet date. Non-monetaryitems carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at thedate when the fair value was determined. Non-monetary items that are measured in terms of historical cost in aforeign currency are not retranslated.

Exchange differences are recognized in consolidated income statement in the period in which they ariseexcept for exchange differences on monetary items receivable from or payable to a foreign operation for whichsettlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation, andwhich are recognized in the foreign currency translation reserve and recognized in profit or loss on disposal of thenet investment.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’sforeign subsidiaries are expressed in UAE Dirhams using exchange rates prevailing at the balance sheet date.Income and expense items are translated at the average exchange rates for the period, unless exchange ratesfluctuated significantly during that period, in which case the exchange rates at the dates of the transactions areused. Exchange differences arising, if any, are classified as equity and transferred to the translation reserve. Suchexchange differences are recognized in profit or loss in the period in which the foreign operation is disposed of.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets andliabilities of the foreign operation and translated at the closing rate.

Employee benefits

Provision is made for the estimated liability for employees’ entitlement to annual leave and leave passage asa result of services rendered by eligible employees up to the balance sheet date. Provision is also made for the fullamount of end of service benefits due to non-UAE national employees in accordance with UAE Labour Law, fortheir period of service up to the balance sheet date. This provision is calculated as 21 days remuneration for eachyear of the first 5 years of service and 30 days remuneration for additional year of service.

The provision relating to annual leave and leave passage is recorded as a current liability, while that relatingto end of service benefits is recorded as a non-current liability.

F-15

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulatedimpairment losses. The cost of property, plant and equipment is their purchase cost, together with any incidentalexpenses of acquisition.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties underconstruction, over their estimated useful lives, using the straight-line method. The estimated useful lives, residualvalues and depreciation method are reviewed at each year end, with the effect of any changes in estimate accountedfor on a prospective basis. The principal annual rates used for this purpose are as follows:

Buildings 10%Machinery and equipment 10% – 50%Motor vehicles 20% – 25%Furniture and office equipment 20% – 33.33%Operating equipment and tools 20%Site equipment 10% – 25%Caravans 20%

Properties in the course of construction for production, rental or administrative purposes, or for purposes notyet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees and, forqualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policy. Depreciation ofthese assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determinedas the difference between the sale proceeds and the carrying amount of the asset and is recognized in theconsolidated income statement.

Intangible assets

Intangible assets acquired in a business combination are identified and recognized separately from goodwillwhere they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost ofsuch intangible assets is their fair value at the acquisition date.

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost lessaccumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquiredseparately.

The Depa brand name is classified as an intangible asset with indefinite useful life and tested for impairmentannually.

The intangible assets with definite useful lives are amortized on the following basis:

Customer relationships Over 10 yearsContracts on hand Over the expected period of the contractOthers Over the life of the asset

Impairment of tangible and intangible assets excluding goodwill

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether thereis any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverableamount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is notpossible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount ofthe cash-generating unit to which the asset belongs. Where a recoverable and consistent basis of allocation can beidentified, the corporate assets are also allocated to individual cash-generating units for which a reasonable and

F-16

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

consistent allocation basis can be identified. Recoverable amount is the higher of fair value less costs to sell andvalue in use.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less that its carrying amount,the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment lossis recognized immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which casethe impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) isincreased to the revised estimate of its recoverable amount, but so that the increased carrying amount does notexceed the carrying amount that would have been determined had no impairment loss been recognized for the asset(cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss,unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treatedas a revaluation increase.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probablethat the Group will be required to settle that obligation. Provisions are measured at management’s best estimate ofthe expenditure required to settle the obligation at the consolidated balance sheet date.

The amount recognized as a provision is the best estimate of the consideration required to settle the presentobligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amountis the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from athird party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received andthe amount of the receivable can be measured reliably.

Provision for taxation

The tax charge for the current accounting period is based on the results for the year as adjusted for itemswhich are non-assessable or disallowed for tax purposes. The tax charge is calculated using the prevailing tax ratesunder the fiscal regime in the countries of operation taking into account exemptions which can be claimed pursuantto local, bilateral or international treaties and/or conventions as at the consolidated balance sheet date.

Deferred income tax is provided using the liability method, on all temporary differences at the balance sheetdate between the tax bases of assets and liabilities and their carrying amounts.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the periodwhen the asset is realized or the liability is settled, based on laws that have been enacted at the balance sheet date.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to theextent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferredincome tax asset to be utilized.

Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value throughprofit or loss’ (FVTPL), ‘held-to-maturity’ investments, ‘available-for-sale’ (AFS) financial assets and ‘loans andreceivables’. The classification depends on the nature and purpose of the financial assets and is determined at thetime of initial recognition.

F-17

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Effective interest method

The effective interest method is a method of calculating the amortized cost of a financial asset and ofallocating interest income over the relevant period. The effective interest rate is the rate that exactly discountsestimated future cash receipts (including all fees on points paid or received that form an integral part of theeffective interest rate, transaction costs and other premiums or discounts) through the expected life of the financialasset, or, where appropriate, a shorter period.

Income is recognized on an effective interest basis for debt instruments other than those financial assetsdesignated as at FVTPL.

Financial assets at FVTPL

Financial assets are classified as at FVTPL where the financial asset is either held for trading or it isdesignated as at FVTPL.

A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling in the near future; or

• it is a part of an identified portfolio of financial instruments that the Group manages together and has arecent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initialrecognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency thatwould otherwise arise; or

• the financial asset forms part of a group of financial assets or financial liabilities or both, which ismanaged and its performance is evaluated on a fair value basis, in accordance with the Group’sdocumented risk management or investment strategy, and information about the grouping is providedinternally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and IAS 39 FinancialInstruments: Recognition and Measurement permits the entire combined contract (asset or liability) to bedesignated as at FVTPL.

Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognized in theconsolidated profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interestearned on the financial asset.

The Group does not hold any financial assets at FVTPL.

Held-to-maturity investments

Commercial paper with fixed or determinable payments and fixed maturity dates that the Group has thepositive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturityinvestments are recorded at amortized cost using the effective interest method less any impairment, with revenuerecognized on an effective yield basis.

AFS financial assets

Unlisted shares and listed redeemable notes held by the Group that are traded in an active market are classifiedas being AFS and are stated at fair value. Gains and losses arising from changes in fair value are recognized directlyin equity with the exception of impairment losses, interest calculated using the effective interest method and

F-18

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

foreign exchange gains and losses on monetary assets, which are recognized directly in the consolidated profit orloss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previouslyrecognized in the investments revaluation reserve is included in the consolidated profit or loss for the period.

Dividends on AFS equity instruments are recognized in the consolidated profit or loss when the Group’s rightto receive the dividends is established.

The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreigncurrency and translated at the spot rate at the balance sheet date. The change in fair value attributable to translationdifferences that result from a change in amortized cost of the asset is recognized in the consolidated profit or loss,and other changes are recognized in equity.

Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quotedin an active market are classified as loans and receivables. Loans and receivables are measured at amortized costusing the effective interest method, less any impairment. Interest income is recognized by applying the effectiveinterest rate, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each consolidatedbalance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or moreevents that occurred after the initial recognition of the financial asset, the estimated future cash flows of theinvestment have been impacted.

For unlisted shares classified as AFS, a significant or prolonged decline in the fair value of the security belowits cost is considered to be objective evidence of impairment.

For all other financial assets, including redeemable notes classified as AFS and finance lease receivables,objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or

• default or delinquency in interest or principal payments; or

• it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impairedindividually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment fora portfolio of receivables could include the Group’s past experience of collecting payments, an increase in thenumber of delayed payments in the portfolio past the average credit period of 120 days, as well as observablechanges in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortized cost, the amount of the impairment is the difference between theasset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’soriginal effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assetswith the exception of trade receivables, where the carrying amount is reduced through the use of an allowanceaccount. When a trade receivable is considered uncollectible, it is written off against the allowance account.Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes inthe carrying amount of the allowance account are recognized in the consolidated profit or loss.

F-19

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment lossdecreases and the decrease can be related objectively to an event occurring after the impairment was recognized,the previously recognized impairment loss is reversed through the consolidated profit or loss to the extent that thecarrying amount of the investment, at the date the impairment is reversed, does not exceed what the amortized costwould have been had the impairment not been recognized.

In respect of AFS equity securities, impairment losses previously recognized through profit or loss are notreversed through the consolidated profit or loss. Any increase in fair value subsequent to an impairment loss isrecognized directly in equity.

Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the assetexpire; or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset toanother entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership andcontinues to control the transferred asset, the Group recognizes its retained interest in the asset and an associatedliability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownershipof a transferred financial asset, the Group continues to recognize the financial asset and also recognizes acollateralized borrowing for the proceeds received.

Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with thesubstance of the contractual arrangement.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deductingall of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of directissue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’.

The Group does not have any financial liabilities classified as FVTPL.

Trade and other payables and provision for employees’ end of service benefits are classified as ‘other financialliabilities’ and are carried at nominal values.

Other financial liabilities

Other financial liabilities include balances due to banks and loans and are initially measured at fair value, netof transaction costs and include trade and other payables and provision for employees’ end of service benefitswhich are carried at nominal values.

Other financial liabilities initially recorded at fair value are subsequently measured at amortized cost usingthe effective interest method, with interest expense recognized on an effective yield basis.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocatinginterest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated futurecash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

F-20

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Derecognition of financial liabilities

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged,cancelled or they expire.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that aresubject to risks and returns that are different from those of other business segments. A geographical segment isengaged in providing products or services within a particular economic environment that are subject to risks andreturn that are different from those of segments operating in other economic environments.

4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATIONUNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 3, the Directors are requiredto make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are notreadily apparent from other sources. The estimates and associated assumptions are based on historical experienceand other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognized in the period in which the estimate is revised if, the revision affects only that period, orin the period of the revision and future periods if the revision affects both current and future periods.

Critical judgments in applying the Group’s accounting policies

The following are the critical judgments, apart from those involving estimations described below, that themanagement have made in the process of applying the Group’s accounting polices and have the most significanteffect on the amounts recognized in the consolidated financial statements.

Business combinations

In accordance with International Financial Reporting Standards, on acquisition of a subsidiary, the Group isrequired to allocate the cost of the business combination by recognizing, at fair value, the acquiree’s identifiableassets, liabilities and contingent liabilities that meet certain recognition criteria. In doing so, management haveexercised their judgement, based on experience and knowledge of the industry, in determining the applicability ofthe recognition criteria, including the separability of intangible assets, the forecasting horizon, the appropriatediscount rate, the amortization timetable and the impairment tests to be applied in future. The Directors aresatisfied that these judgements have resulted in a fair and reasonable estimate of the fair value of the identifiableassets (including intangible assets), liabilities and contingent liabilities at the date of the acquisitions made.

Investment in securities

As described in Note 3, investments are classified as either held for trading or available for sale. In judgingwhether investments are held for trading or available for sale, management has considered the detailed criteria fordetermination of such classification as set out in IAS 39 “Financial Instruments: Recognition and Measurement”.Management is satisfied that its investment in securities is appropriately classified as AFS investments.

Key sources of estimation

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balancesheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets andliabilities within the next financial year are discussed below:

Allowances for doubtful debts

Management has estimated the recoverability of accounts receivable and has considered the allowancerequired for doubtful debts. Management has estimated for the allowance for doubtful debts on the basis of prior

F-21

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

experience and the current economic environment. Estimating the amount of the allowance for doubtful accountsrequires significant judgment and the use of estimates related to the amount and timing of estimated losses basedon historical loss experience, consideration of current economic trends and conditions and debtor-specific factors,all of which may be susceptible to significant change. A provision for bad debt is charged to operations based onmanagement’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. To theextent actual outcomes differ from management estimates, additional provision for bad debt could be required thatcould adversely affect earnings or financial position in future periods.

Allowance for stock obsolescence

Management has estimated the recoverability of inventory balances and considered the allowance required forinventory obsolescence based on the current economic environment and best obsolescence history. Estimating theamount of the allowance for stock obsolescence requires significant judgment and the use of estimates related tothe provision for amortization based on historical loss experience and consideration of current interior designmarket trends, all of which may be susceptible to significant change. A provision for stock obsolescence is chargedto contract costs based on management’s periodic evaluation of the factors previously mentioned, as well as otherpertinent factors. To the extent actual outcomes differ from management estimates, additional provision for stockobsolescence could be required that could adversely affect earnings or financial position in future periods.

Useful lives of property, plant and equipment

As described in Note 3, the Group estimates the useful lives of property, plant and equipment at the end ofeach annual reporting period. During the financial year, management has determined that these expectations do notdiffer from previous estimates.

Revenue on construction contracts

As described in Note 3, when the outcome of a construction contract can be estimated reliably, revenue andcosts are recognized by reference to the stage of completion of the contract activity on the balance sheet date.In judging whether the outcome of the construction contract can be estimated reliably, management has consideredthe detailed criterion for determination of such outcome as set out in IAS 11 ‘Construction Contracts’. For thepurpose of estimating the stage of completion of contract activity, management is required to make significantjudgments, estimates and assumptions. In assessing contract performance, both input and output criteria arereviewed. Costs incurred are used as an objective input measure of performance. The primary inputs of all workperformed under these arrangements are labor and materials. Costs incurred as a proportion of expected total costsis used as an initial proportional performance measure. The indicative proportional performance measure is alwayssubsequently validated against other more subjective criteria (i.e. relevant output measures) such as the percentageof construction completed and the achievement of any project milestones stipulated in the contract. In the event ofdivergence between the objective and more subjective measures, the more subjective measure takes precedencesince these are output measures.

Since project costs can vary from initial estimates, the reliance on total project cost estimate represents anuncertainty inherent in the revenue recognition process. Individual project budgets are reviewed regularly withproject leaders to ensure that cost estimates are based upon up to date and as accurate information as possible, andtake into account any relevant historic performance experience.

Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generatingunits to which goodwill has been allocated. The value in use calculation requires the Group to estimate the futurecash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate presentvalue which necessarily involves making numerous estimates and assumptions regarding revenue growth,operating margins, tax rates, appropriate discount rates and working capital requirements. These estimates willlikely differ from future actual results of operations and cash flows, and it is possible that these differences couldbe material. The carrying amount of goodwill at the balance sheet date was AED 259,685,137(2006: AED 194,755,412).

F-22

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Recoverability of intangible asset

During the year, management considered the recoverability of the intangible assets arising from the Group’sbusiness combinations, which is included in its balance sheet at 31 December 2007 at AED 117,042,379(2006: AED 135,374,607). Management is confident that the carrying amount of the assets will be recovered infull, over the defined amortization periods. This situation will be closely monitored, and adjustments made infuture periods, if future assessments indicate that such adjustments are appropriate.

Fair value of available for sale investments

The Group records available for sale investments at fair value. For publicly traded investments this is basedon market prices, however the Group is required to estimate the fair value for investments in private securities.The Group is required to make significant judgements in estimating these values and bases its estimate on availablefinancial statements and information provided by investment managers. During the year the Group recorded a gainof AED 14,896,174 on the sale of an investment that had been recorded at its cost, which at the end of 2006 wasestimated as fair value.

F-23

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

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6. INTANGIBLE ASSETSCustomer Contracts

Brand name relationships on hand Others TotalAED AED AED AED AED

1111 1111 1111 1111 1111

Cost15 January 2006Acquisition through business

combinations . . . . . . . . . . . . . . . . . . 83,365,235 28,148,200 19,878,425 14,348,582 145,740,4421111 1111 1111 1111 1111

1 January 2007 . . . . . . . . . . . . . . . . . . . 83,365,235 28,148,200 19,878,425 14,348,582 145,740,442Additions . . . . . . . . . . . . . . . . . . . . . . . — — — — —

1111 1111 1111 1111 1111

31 December 2007 . . . . . . . . . . . . . . . 83,365,235 28,148,200 19,878,425 14,348,582 145,740,4421111 1111 1111 1111 11111111 1111 1111 1111 1111

Accumulated amortization15 January 2006Amortization for the period . . . . . . . . . — 2,814,820 7,227,815 323,200 10,365,835

1111 1111 1111 1111 1111

1 January 2007 . . . . . . . . . . . . . . . . . . . — 2,814,820 7,227,815 323,200 10,365,835Charge for the year. . . . . . . . . . . . . . . . — 2,814,820 12,650,610 2,866,798 18,332,228

1111 1111 1111 1111 1111

31 December 2007 . . . . . . . . . . . . . . . — 5,629,640 19,878,425 3,189,998 28,698,0631111 1111 1111 1111 11111111 1111 1111 1111 1111

Carrying amount31 December 2007 . . . . . . . . . . . . . . . 83,365,235 22,518,560 — 11,158,584 117,042,379

1111 1111 1111 1111 11111111 1111 1111 1111 1111

31 December 2006 . . . . . . . . . . . . . . . . 83,365,235 25,333,380 12,650,610 14,025,382 135,374,6071111 1111 1111 1111 11111111 1111 1111 1111 1111

7. GOODWILL2007 2006AED AED

1111 1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,755,412 —Goodwill recognized in relation to business combinations in 2006 (Note 30). . . . . . 13,200,000 194,659,519Goodwill recognized from business combinations in 2007 (Note 30) . . . . . . . . . . . . 52,085,302 —Movement in exchange difference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (355,577) 95,893

1111 1111

259,685,137 194,755,4121111 11111111 1111

During 2006, Dragoni International LLC was acquired by the Group. As part of this acquisition the Groupagreed to pay an additional consideration if certain results were achieved by Dragoni post acquisition. At the timeof the acquisition it was not probable that the contingent consideration would be paid, and accordingly it was notrecorded. During 2007, upon the achievement of the targets, the Group was required to pay an additionalAED 13.2 million to the sellers and recorded this as additional goodwill at that time.

The goodwill recognized on the acquisitions in 2006 and 2007 is attributable to the anticipated profitabilityof those subsidiaries.

Annual test for impairment

During the financial year, the Group assessed the recoverable amount of goodwill, and determined thatgoodwill associated with the Group’s construction activities and procurement operations was not impaired(2006: nil). The recoverable amount of the relevant cash-generating unit was assessed by reference to value in use.A discount factor of 10% per annum (2006: 9.5% per annum) was applied in the value in use model.

Allocation of goodwill to cash-generating units

Goodwill has been allocated for impairment testing purposes to the following cash-generating units:

• Construction activities

• Procurement operations F-25

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

2007 2006AED AED

1111 1111

Construction activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207,859,519 194,659,519Procurement operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,085,302 —Exchange difference at close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (259,684) 95,893

1111 1111

259,685,137 194,755,4121111 11111111 1111

The recoverable amount of the above cash-generating unit is determined based on a value in use calculationwhich uses cash flow projections based on financial budgets approved by the directors covering a five-year period,and a discount rate of 10% per annum (2006: 9.5% per annum). The directors believe that any reasonably possiblechange in the key assumptions on which recoverable amount is based would not cause the aggregate carryingamount to exceed the aggregate recoverable amount of the cash-generating unit.

8. INVESTMENT IN ASSOCIATES

Details of the Company’s associates at 31 December are as follows:

OwnershipPlace of incorporation interest

Name of associate Principal activities and operation 2007 2006111111111111 11111111 111111 1111 1111

Design Studio Furniture Manufacturing of Singapore 13.82% 16.79%Manufacturer Limited furniture

Thailand Carpet Manufacturing Manufacturing of Thailand 25.98% 20.00%Public Company Limited carpets

Al Tawasoul Property Property management United Arab 15.6% 15.6%Development Company and development Emirates

Jordan Wood Industries PLC Manufacturing of Jordan 18.24% —furniture

Decolight Trading LLC Trading of electrical and United Arab 45.1% —decoration materials Emirates

Although the Group holds less than 20% in Design Studio Furniture Manufacturer Limited, Al TawasoulProperty Development Company and Jordan Wood Industries PLC, the Group exercises significant influence byvirtue of its contractual right to appoint directors to the board of the investee.

Movement in investment in associates during the year is as follows:

2007 2006AED AED

1111 1111

At 1 January. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,219,258 —Acquisition of investment in associates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,966,035 13,653,402Investment in associates acquired by a subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . — 65,856Share of profit, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,350,610 2,500,000Dividends received. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (347,010) —

1111 1111

At 31 December. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,188,893 16,219,2581111 11111111 1111

During the year, the Group acquired an additional share of 5.98% in Thailand Carpet Manufacturing PublicCompany Limited for a purchase consideration amounting to AED 7,365,882. The Group also purchased shares inJordan Wood Industries PLC and Decolight Trading LLC during the year for a total consideration ofAED 45,024,633. Furthermore the Group increased its investments in Al Tawasoul property developmentCompany by AED 3,575,520. The Group has a commitment to purchase additional shares in 2008 from JordanWood Industries PLC for AED 28,000,000.

F-26

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Summarized financial information in respect of the Group’s associates is set out below:

2007 2006AED AED

1111 1111

Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 361,890,619 242,959,621Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (155,158,826) (109,937,170)

1111 1111

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206,731,793 133,022,451 1111 11111111 1111

Group’s share of net assets of associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,188,893 16,219,2581111 11111111 1111

2007 2006AED AED

1111 1111

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,192,002 269,337,2841111 1111

Total profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,580,166 24,014,0441111 1111

Group’s share of profit of associates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,350,610 2,500,0001111 11111111 1111

The total share of profit recognized on Design Studio Furniture Manufacturer Limited, Thailand CarpetManufacturing Public Company Limited. Jordan Wood Industries PLC and Decolight Trading L.L.C. in theconsolidated financial statements amounts to AED 8,391,188 (2006: AED 2,500,000). The Group also recognizedits share of net loss of AED 40,578 in Al Tawasoul Property Development.

Share of profit recognized on Decolight Trading L.L.C. amounted to AED 3,834,615 for the year ended31 December 2007. Subsequent to the year end, an agreement was signed between the Group and the owner ofDecolight Trading L.L.C. whereby the latter commits to compensate the Group in cash from his own financialresources for the amount of net profit which will fall below the reported amount as per the management accountswithin 14 days from receiving the audited financial statements.

Included in the investment value of associates is goodwill amounting to AED 32,552,946 (2006:AED 323,026).

9. AVAILABLE FOR SALE INVESTMENTS2007 2006AED AED

1111 1111

At 1 January. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,160,743 —Acquired on acquisition of subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 18,265,413Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,461,441 1,589,362Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,906,619) (694,032)

1111 1111

At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,715,565 19,160,7431111 11111111 1111

During 2007 the Group sold its investment in Arab Company for Hotels and Tourism Investment and realizeda total gain of AED 11,382,685. Furthermore, other shares were acquired and disposed of during 2007 at a gain ofAED 3,513,489 (2006: AED 201,262).

During 2007, the Group invested an amount of AED 7,715,565 in Saraya Real Estate MENA Fund Company.The Group has a commitment to further invest AED 10,659,435. Management believes that the cost of thisinvestment approximates its fair value.

10. HELD TO MATURITY INVESTMENTS

Held to maturity investments represent investment of US$ 1,000,000 made in the Mashreq Bank EquitySupremo Fund. Redemption at maturity will be at 100% of the investment plus the return. The period of theinvestment is from 27 May 2004 to 27 May 2008.

F-27

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

11. LONG TERM RECEIVABLES

During 2007 the Group entered into a contract with extended payment terms whereby the customer will payfor the contract services over a two year period. The payments are in the form of notes receivable, bearing nointerest, with annual installment payments. The receivable has been discounted and the difference of discountedvalue and the nominal amount of the consideration is charged to profit and loss.

12. OTHER NON CURRENT ASSETS

The balance at 31 December 2006 included an advance of AED 1,257,927 made to a third party for shares ina company upon its formation. The entity was formed in 2007 and the Group received its shares, which itimmediately then sold for a gain of AED 78,829.

13. TRADE RECEIVABLES AND OTHER CURRENT ASSETS 2007 2006AED AED

1111 1111

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 284,742,686 192,984,656Contract retentions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,919,650 42,275,573Advances to subcontractors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,003,185 37,994,864Other receivables and current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,310,651 60,802,048Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,774,175 20,519,846Due from related parties (note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,276,359 19,972,388

1111 1111

552,026,706 374,549,375Less: Allowances for doubtful trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,920,338) (5,068,982)

1111 1111

545,106,368 369,480,3931111 11111111 1111

Other receivables and current assets balance include restricted cash amounting to AED 13,239,039(2006: AED 17,499,119), receivable from sale of property, plant and equipment amounting to AED 11,250,000(2006: nil) and refundable deposits amounting to AED 2,001,515 (2006: AED 897,933).

Prepayments mainly include prepaid rent amounting to AED 9,659,899 (2006: AED 13,231,323) and otherprepaid expenses of AED 5,347,702 (2006: 3,236,594).

The movement in the allowance for doubtful trade receivables during the year is as follows:

2007 2006AED AED

1111 1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,068,982 —Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,851,356 5,068,982

1111 1111

6,920,338 5,068,9821111 11111111 1111

There has been no allowance established for any of the other current assets.

The average credit period on contract revenue is 120 days. No interest is charged on the trade receivables.Trade receivables more than 120 days are provided for based on estimated irrecoverable amounts, determined byreference to past default experience.

Before accepting any new customer the Group assesses the potential credit quality of the customer. Out of thetrade receivables balance at the end of year, AED 103.3 million (2006: AED 106.9 million) is due from the Group’smajor customers.

Included in the Group’s trade receivable balance are debtors with a carrying amount of AED 27.73 million(2006: AED 17.22 million) which are past due at the reporting date for which the Group has not provided as there

F-28

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

has not been a significant change in credit quality and the amounts are still considered recoverable. The Group doesnot hold any collateral over these balances. The average age of these receivables is 120-360 days (2006: 120-365).

Ageing of past due but not impaired2007 2006AED AED

1111 1111

Due for 120 to 180 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,198,937 2,054,877Due for 180 to 365 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,162,205 1,938,668Due for more than 365 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,368,551 13,226,365

1111 1111

27,729,693 17,219,9101111 11111111 1111

In determining the recoverability of a trade receivable, the company considers any change in the credit qualityof the trade receivable from the date credit was initially granted up to the reporting date. The concentration of creditrisk is limited due to the customer base being large and unrelated. Accordingly, the directors believe that there isno further credit provision required in excess of the allowance for doubtful debts.

14. CONSTRUCTION CONTRACTS2007 2006AED AED

11111 11111

Contracts in progress at balance sheet dateAmount due from contract customers included in current assets . . . . . . . . . . 437,383,264 324,904,067Amount due to contract customers included in trade and otherpayables (note 20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,593,055) (14,728,455)

11111 11111

429,790,209 310,175,61211111 1111111111 11111

Contract cost incurred plus recognized profits less recognizedlosses to date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,533,667,936 1,185,170,950Less: Progress billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,103,877,727) (874,995,338)

11111 11111

429,790,209 310,175,61211111 1111111111 11111

Included in the Group’s amount due from customers on construction contracts are amounts which have beenrecognized as revenue and have not been billed at the consolidated balance sheet date. The Group policy is to billthe customers as per the contract which is generally between 60 to 120 days. At the balance sheet date the unbilledrevenue for more than 120 days is considered not significant.

15. INVENTORIES 2007 2006AED AED

1111 1111

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,816,390 9,349,038Less: allowance for slow moving and obsolete inventories . . . . . . . . . . . . . . . . . . . . (160,968) (115,046)

1111 1111

40,655,422 9,233,992Work in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864,614 —Goods in transit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,823,100 531,139

1111 1111

71,343,136 9,765,1311111 11111111 1111

Total cost of inventories recognized as an expense during the year was AED 345,982,348(2006: AED 273,027,552). During the year, the Group entered into various procurement arrangements for majorprojects on hand in order to protect against price fluctuation and to take advantage of availability of materials inthe market. This is the primary reason for the increase in year end inventories.

F-29

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

The movement in the allowance for stock obsolescence during the year is as follows:

2007 2006AED AED

1111 1111

At 1 January. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,046 —Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,922 115,046

1111 1111

160,968 115,046 1111 11111111 1111

16. SHARE CAPITAL

Share capital comprises 475,000,000 authorized, issued and fully paid shares of AED 1 each, carry one voteper share and carry an equal right to dividends.

17. STATUTORY RESERVE

In accordance with the Articles of Association of the Company and the UAE Federal Law Number 8 of 1984(as amended), concerning Commercial Companies, 10% of net profits for the year are transferred to a statutoryreserve until the reserve equals 50% of the share capital. This reserve is not available for distribution.

18. BANK BORROWINGS2007 2006AED AED

1111 1111

Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,977,128 82,427,742Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233,182,291 58,309,586Trust receipts and acceptances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,450,056 73,466,039

1111 1111

398,609,475 214,203,3671111 11111111 1111

The borrowings are repayable as follows:On demand or within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303,715,808 173,356,498In the second year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,964,354 30,279,799In the third year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,018,770 10,567,070In the fourth year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,366,775 -In the fifth year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,543,768 -

1111 1111

398,609,475 214,203,367Less: Amount due for settlement within 12 months

(shown under current liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (303,715,808) (173,356,498)1111 1111

Amount due for settlement after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,893,667 40,846,8691111 11111111 1111

Bank overdrafts

This represents overdrafts on the Group’s banking accounts. The interest rate on the overdrafts varies betweenEIBOR plus 2.5% and 3% and the balances change daily depending on cash flows.

Bank loans

The Group has the following principal bank loans:

• During 2007 the Group entered into a loan facility providing for borrowings of up to USD 20,000,000(AED 73,450,000 equivalent at 31 December 2007) to be used to fund general investment and capitalexpenditure requirements of the Group. The loan incurs interest at LIBOR plus 0.9% per year and ispayable on a monthly basis. The principal is repayable in five semi annual installments startingMarch 2009 with the loan maturing in September 2010. The outstanding balance at 31 December 2007was AED 70,635,180.

F-30

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

The Group has the following principal bank loans:

• The Group entered into an agreement in 2007 that provides a revolving offshore loan facility forborrowings of up to USD 5,000,000 (equivalent to AED 18,375,000 at 31 December 2007).At 31 December 2007, AED 7,345,000 (USD 2,000,000) had been utilized. Repayment begins sixmonths after the initial draw down and bears an interest at LIBOR plus 1.75% to 2% p.a. Interest on thisloan is payable upon maturity. The facility expires in June 2008. At 31 December 2007, the outstandingbalance of the loan is AED 7,332,000.

• During 2007, the Group entered into a loan facility for borrowings of up to AED 100,000,000 andimmediately borrowed AED 85,446,000 to fund investment and project requirements. Interest accrues atEIBOR rate plus 1.5% p.a. Principal and interest are to be repaid in 18 quarterly installments beginningDecember 2007 and the facility expires in June 2012. At 31 December 2007, the outstanding balance ofthe loan is AED 83,101,104.

• The Group obtained AED 430,000,000 project finance facility during 2007 which included letters ofcredit and revolving loan facilities amounting to AED 289,000,000 and AED 20,000,000, respectively.The loan bears interest at EIBOR plus 2% p.a. and matured in February 2008. Interest on this loan ispayable upon maturity. At 31 December 2007, the outstanding balance on the loan facility wasAED 20,000,000. The loan was fully repaid in February 2008.

• During 2006, the Group borrowed AED 5,750,000 under a term loan that bears an interest rate of EIBORplus 1.5% p.a. Interest and principal are payable on a monthly basis and the loan matures in August 2009.At 31 December 2007 and 2006, the outstanding balance was AED 3,830,000 and AED 5,773,066,respectively.

• During 2006, the Group borrowed AED 20,400,000 under a term loan that bears interest at EIBOR plus2% p.a. and matures in March 2011. Interest and principal are payable on a quarterly basis.At 31 December 2007 and 2006, the outstanding balance was AED 15,778,775 and AED 16,938,454,respectively.

• The Group borrowed AED 16,000,000 during 2006 under a term loan that bears interest at EIBOR plus1.5%. Principal and interest payments are due on a quarterly basis and the loan matures in March 2010.At 31 December 2007 and 2006, the outstanding balance was AED 11,076,923 and AED 16,000,000,respectively.

• The Group borrowed AED 14,700,000 in 2006 under a term loan that bears interest at EIBOR plus 2%.Principal and interest payments are due on monthly basis and the loan matures in June 2009.At 31 December 2007 and 2006, the outstanding balance was AED 11,024,176 and AED 7,350,000respectively.

• The Group entered into various other borrowing arrangements in 2006 and 2007. The total amountoutstanding under these agreements was AED 10,404,133 and AED 12,248,066 at 31 December 2007and 2006, respectively.

At 31 December 2007, the Group had total available borrowing of AED 43,082,022 under the loan facilitiesdescribed above. In addition, subsequent to year end the Group has modified its USD 20,000,000 loan facility toprovide additional available borrowings of up to USD 35,000,000.

The Group has various debt covenants related to its borrowings which require maintaining certain financialratios within stipulated limits as required by the debt issuing institutions. These financial ratios address theliquidity and capital structure of the Group. As of 31 December 2007, the Group was in compliance with all debtcovenants.

Trust receipts

Trust receipts are one of the financing facilities used by the Group for imports. The buyer promises to holdthe goods received in the name of the bank arranging the financing, although the bank retains title to the goods

F-31

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

until the debt is settled. These facilities are obtained from local banks and the payment terms vary between 30 to120 days and are subject to an average rate of interest of 6.5%.

19. EMPLOYEES’ END OF SERVICE BENEFITS

The movement in the provision for employees’ end of service benefits is as follows:

2007 2006AED AED

1111 1111

Provision as at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,359,555 —Acquired on business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6,666,237Charge during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,825,643 3,729,453Payments during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,227,357) (1,036,135)

1111 1111

Balance as at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,957,841 9,359,5551111 11111111 1111

20. TRADE PAYABLES AND OTHER CURRENT LIABILITIES2007 2006AED AED

1111 1111

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286,144,803 216,182,622Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153,900,831 79,145,312Sub-contractors’ retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,961,031 16,439,473Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,608,918 46,308,657Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,540,241 —Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,985,683 67,535,620Due to related parties (note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,890,475 5,697,519Amount due to customers on construction contracts (note 14). . . . . . . . . . . . . . . . . . 7,593,055 14,728,455

1111 1111

693,625,037 446,037,6581111 11111111 1111

The average credit period on purchases of goods is 60 days. No interest is charged on the trade payables.The company has financial risk management policies in place to ensure that all payables are paid within the credittimeframe.

Other payables mainly include employees related payables of AED 20,603,512 (2006: AED 19,563,057),customer deposits of AED 25,705,236 (2006: nil) and accruals for investment in associates AED 9,167,000(2006: nil).

21. RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiaries have been eliminated upon consolidation and are notdisclosed in this note. Related parties include employees, Directors, Shareholders and entities in which theShareholders have the ability to control and exercise a significant influence in financial and operating decisions

In 2006, the Company entered into a series of transactions to purchase the entities that were previously ownedby the Chairman, Abdulla Al Mazrui and two shareholders. Depa Interiors L.L.C. and its subsidiaries werepurchased from Mohannad Sweid, the CEO and Riad Kamal, a shareholder and board member. The subsidiaries,Deco Emirates L.L.C. and Eldiar Furniture Manufacturing and Decoration L.L.C., were acquired from a group ofcompanies owned by the chairman. (See note 30).

The Company maintains significant balances with related parties which arise from commercial andnon-commercial transactions. The types of related party transactions are described below.

F-32

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

Commercial transactions:

The Group receives and provides services to related parties in the normal course of business. These servicesconsist of construction/fit-out work, leasing office space or land, use of specialized skills on certain projects, anduse of employees from related party entities. In addition, the Group purchases supplies and inventory from certainrelated parties.

Financing:

The Group has partially funded its working capital needs with loans from shareholders. The rates of intereston the loans vary between 5.5% to 7.5% and are repayable on demand.

The Group has loaned a shareholder funds to purchase a 20% stake in one of its subsidiaries. The amountowed is being offset by amounts owed to the shareholder for services provided to the Group.

Administrative costs:

The Company has incurred certain costs such as notary fees, legal expenses, relating to the establishment ofvarious entities which are not wholly owned by the Group. The Company is to be reimbursed for those costs bythe minority shareholders or, with board approval, by way of deduction from dividend payments payable to suchshareholders.

In addition, the Company has incurred costs while acting as an administrator for certain related party entitiesin matters concerning the liquidation of non-operating entities. Amounts due are to be repaid by the shareholderor, with board approval, by way of deduction from salary or dividend payments, as appropriate.

Staff receivables:

The Group provides salary advances to employees and directors on certain occasions. Amounts outstandingare repaid in full or deducted from the employee’s pay each month.

The tables below summarize amounts due to and due from related parties, as well as amounts included in costsof sales and management remuneration.

2007 2006AED AED

1111 1111

Purchases from associates included in cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . 46,388,887 51,935,8541111 11111111 1111

Amounts due from related parties

Shown under current assets

Al Tawasoul Property Development L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,815,201 8,438,309Mazrui Engineering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 142,347Depa Egypt for Import and Export . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 684,643Depa Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,524 591,107Dragoni International BVI Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,598,045Arabtech Construction Company L.L.C.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,372 1,728,443Staff receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,088,313 2,133,597Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,225,949 4,655,897

1111 1111

20,276,359 19,972,3881111 11111111 1111

F-33

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

2007 2006AED AED

1111 1111

Shown under non current assetsAl Tawasoul Property Development L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,306,010 6,499,981

1111 11111111 1111

Amounts due to related parties Al Mazuri Holding L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,224 239,662Mivan Ireland Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 696,913 1,160,929Syed Fareed Bin Shaikh Al Habshi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,598,045Others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,085,338 2,698,883

1111 1111

3,890,475 5,697,5191111 11111111 1111

Short term management benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,999,938 9,834,2831111 11111111 1111

22. COST OF SALESFor the period

from15 January

2006(inception) to31 December

2007 2006AED AED

11111 1111

Staff cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,579,615 156,283,141Materials cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 345,982,348 273,027,552Subcontractor cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 370,421,280 394,400,780Overheads and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,900,107 54,255,864Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,709,559 3,934,841Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,478,955 4,306,105

11111 1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,139,071,864 886,208,28311111 111111111 1111

23. GENERAL AND ADMINISTRATIVE EXPENSESFor the period

from 15 January 2006 (inception) to 31 December

2007 2006AED AED

1111 1111

Staff cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,558,245 32,551,015Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,125,733 1,685,330Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,332,228 10,365,835Other expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,149,068 34,117,818

1111 1111

134,165,274 78,719,9981111 11111111 1111

Staff cost includes mainly salaries of AED 29,780,412 (2006: AED16,213,490) and employees’ bonus ofAED 10,110,706 (2006: AED 8,408,520).

Other expenses consist of rent amounting to AED 4,553,903 (2006: AED 4,875,449), provision for doubtfuldebts of AED 1,851,356 (2006: AED 5,068,962), traveling and communication of AED 7,348,700(2006: AED 2,916,500), contract related expenses AED 8,210,993 (2006: AED 2,549,108) and consultancy feesof AED 7,014,278 (2006: AED 3,434,631)

F-34

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

24. FINANCE COSTFor the period

from 15 January 2006 (inception) to 31 December

2007 2006AED AED

1111 1111

Interest on bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,974,718 7,384,887Less amounts included in cost of qualifying assets . . . . . . . . . . . . . . . . . . . . . . . . . . (182,956) (1,180,457)

1111 1111

22,791,762 6,204,430Less interest included in cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,478,955) (4,306,105)

1111 1111

4,312,807 1,898,3251111 11111111 1111

The weighted average interest rate on funds borrowed is approximately 5.7% per annum (2006: 3.4% per annum)

25. OTHER INCOMEFor the period

from 15 January 2006 (inception) to 31 December

2007 2006AED AED

1111 1111

Gain on disposal of available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,896,174 201,262Gain/(loss) on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . 9,998,863 (584,114)Others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,447,957 7,112,902

1111 1111

30,342,994 6,730,0501111 11111111 1111

26. INCOME TAXFor the period

from 15 January 2006 (inception) to 31 December

2007 2006AED AED

1111 1111

Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,885,952 6,923,403Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,183,759) (680,722)

1111 1111

1,702,193 6,242,6811111 11111111 1111

The Company operates in the UAE and, accordingly, is not subject to tax. The Group’s tax provision ofAED 2,885,952 (2006: AED 6,923,403) is a result of income taxes associated with its subsidiaries that operate inother jurisdictions. Similarly, the Group’s deferred tax assets and liabilities are derived from these entities.The deferred tax assets primarily related to provision and the deferred tax liabilities relate to property, plant andequipment and gratuity. Deferred tax assets and liabilities are offset on the balance sheet when a legal right ofoffset exists.

F-35

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

27. NET PROFIT FOR THE YEAR/ PERIOD

Net profit for the year/ period is stated after charging:

For the period from 15 January 2006 (inception) to 31 December

2007 2006AED AED

1111 1111

Staff costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275,137,860 188,834,1561111 11111111 1111

Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,835,292 5,620,1711111 11111111 1111

Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,332,228 10,365,8351111 11111111 1111

28. EARNING PER SHARE

Basic and diluted earnings per share is calculated by dividing the net profit attributable to equity holders ofthe parent by the weighted average number of ordinary shares outstanding during the year which amounted to475,000,000 shares.

29. CONTINGENCIES AND COMMITMENTS2007 2006AED AED

1111 1111

Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177,461,480 174,879,7931111 11111111 1111

Letters of guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 435,110,778 385,339,5831111 11111111 1111

Letters of credit are issued by various financial institutions which the Group deals with and they provide anirrevocable payment undertaking to suppliers against complying documents as stated in the letters of credit.The facilities are mainly initiated to facilitate dealings with foreign suppliers.

Letters of guarantee are issued by various financial institutions and they mainly take the form of performancebond and advance payment guarantees. The Group issues various guarantees to clients for whom projects areexecuted, whereby if the Group fails to execute according to specifications laid out by the client, the latter isguaranteed compensation for monetary losses.

The above letters of credit and guarantee were issued in the normal course of business.

The Group has a commitment to purchase additional shares in 2008 from Jordan Wood Industries PLC forAED 28,000,000. Moreover, the Group has a commitment to invest AED 10,659,435 in a fund located in Jordan.

Legal cases

The Group companies are defendants in a number of legal proceedings which arose in the normal course ofbusiness. The Company does not expect that the outcome of such proceedings either individually or in theaggregate will have a material effect on the Company’s operations, cash flows or financial position.

F-36

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

30. ACQUISITION OF SUBSIDIARIES

The Group entered into purchase agreements to acquire an interest in a number of various companies duringthe years presented in these financial statements. The Group uses the purchase method to account for theseacquisitions, with the results of the subsidiaries being consolidated from the date of acquisition.

The majority of these acquisitions resulted in the recognition of goodwill. Management believes the goodwillarose in such acquisitions because the cost of the combination included a control premium paid to acquiresubsidiaries in both 2007 and 2006. In addition, the consideration paid for the combination effectively includedamounts in relation to the benefit of expected synergies, revenue growth, future market development and theassembled workforce of the subsidiaries acquired. These benefits are not recognized separately from goodwill asthe future economic benefits arising from them cannot be reliably estimated.

2007 Acquisition

During the year, the Group acquired 51% of ownership interest in Parker Company LLC (“Parker”) andaffiliates for a cash consideration of AED 57,487,552. On the date of acquisition, the fair value of the net assetsacquired is as follows:

AED1111

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,722Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,481,970Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,084,957Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,703,139)Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,383)

1111

11,183,127Less Minority interest in Parker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,780,878)

1111

5,402,249Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,085,303

1111

Total consideration, satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,487,55211111111

Net cash outflow arising on acquisition:Cash consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57,487,552)Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,084,957

1111

(21,402,595)11111111

The initial purchase accounting is based on the director’s best estimate of the fair value of the assets andliabilities acquired by the Group and will be finalized in the next period. The finalization of the purchase priceallocation may result in a change in fair value of assets and liabilities acquired, and accordingly a correspondingchange in goodwill.

Impact of acquisition on the results of the Group

Included in the profit for the year ended 31 December 2007 is AED 4,441,973 attributable to the purchase andadditional business generated by Parker.

Had this business combination been effected at 1 January 2007, the contract income of the Company wouldhave been AED 15,387,671, and the net profit for the year would have been AED 7,196,288. The directors of theCompany consider these 'pro-forma' numbers to represent an approximate measure of the performance of thecombined company on an annualized basis and to provide a reference point for comparison in future periods.

F-37

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

2006 Acquisitions

(a) Depa Interiors L.L.C.

During 2006, Depa United Group P.J.S.C acquired 100 per cent of ownership interest in Depa Interiors L.L.C.for a cash consideration of AED 254,000,000. On the date of acquisition, the fair value of the net assets acquiredis as follows:

AED1111

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,788,396Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,761,976Available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,265,413Held for maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,665,000Long term receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,257,927Revenue in excess of billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,050,026Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,441,013Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,112,685End of service benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,553,116)Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45,491,720)Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,331,484)Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,192,535)

1111

126,773,581Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188,353Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,038,066

1111

Total consideration, satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254,000,00011111111

Net cash outflow arising on acquisition:Cash consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (254,000,000)Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,112,685Bank overdraft acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,331,484)

1111

(268,218,799)11111111

(b) Various subsidiaries

During 2006, Depa Interiors L.L.C. acquired various subsidiaries for a cash consideration ofAED 148,582,786. On the date of acquisition, the fair value of the net assets acquired is as follows:

F-38

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

DE

PA U

NIT

ED

GR

OU

P P

.J.S

.C.

NO

TE

S T

O T

HE

CO

NSO

LID

AT

ED

FIN

AN

CIA

L S

TA

TE

ME

NT

S F

OR

TH

E Y

EA

R E

ND

ED

31

DE

CE

MB

ER

200

7 A

ND

FO

R T

HE

PE

RIO

D F

RO

M 1

5JA

NU

AR

Y 2

006

(IN

CE

PT

ION

) T

O 3

1D

EC

EM

BE

R 2

006

(CO

NT

INU

ED

)

Dep

aP

ino

Pin

oD

ecor

atio

nM

eron

iM

eron

iC

ontr

acti

ng &

D

eco

Yat

chD

epa

Woo

d &

Gen

eral

Dra

goni

E

mir

ates

Inte

rior

sfo

rM

etal

Mai

nten

ance

Inte

rnat

iona

lTo

tal

L.L

.CL

.L.C

Hot

els

Indu

stri

esL

.L.C

.L

.L.C

AE

D1111111111111111111111111111

Prop

erty

, pla

nt a

nd e

quip

men

t. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

549,

735

1,48

9,81

41,

597,

039

10,6

17,0

3530

9,86

91,

306,

698

15,8

70,1

90In

tang

ible

ass

ets.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

19

,128

,236

8,04

7,00

06,

401,

913

2,26

9,71

713

,189

,000

2,82

6,60

051

,862

,466

Def

erre

d ta

xabl

e as

sets

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. —

—60

,629

——

—60

,629

Inve

stm

ent i

n as

soci

ates

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

——

——

65,8

56—

65,8

56W

ork

in p

rogr

ess

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

4,56

3,05

84,

563,

058

Inve

ntor

ies

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

549,

334

892,

703

—2,

027,

623

——

3,46

9,66

0T

rade

and

oth

er r

ecei

vabl

es. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

30,5

79,2

306,

438,

913

26,6

62,2

982,

244,

828

36,0

93,6

0336

,688

,937

138,

707,

809

Cas

h an

d ba

nk b

alan

ces.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

15

6,75

82,

133,

415

16,0

07,6

9221

4,53

519

,718

,730

598,

917

38,8

30,0

47E

nd o

f se

rvic

e be

nefi

ts. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

(1,7

75,7

95)

(764

,610

)—

—(6

12,0

86)

(254

,218

)(3

,406

,709

)T

rade

and

oth

er p

ayab

les.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

(18,

089,

901)

(3,3

97,4

69)

(38,

633,

245)

(12,

576,

353)

(53,

624,

457)

(14,

034,

278)

(140

,355

,703

)B

ank

borr

owin

gs. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. —

——

——

(14,

714,

287)

(14,

714,

287)

Ban

k ov

erdr

aft.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. (1

21,5

81)

(1,8

35,5

65)

—(3

25,2

91)

—(9

,652

,260

)(1

1,93

4,69

7)1111111111111111111111111111

30,9

76,0

1613

,004

,201

16,6

59,3

844,

472,

094

15,1

40,5

152,

766,

109

83,0

18,3

19L

ess

min

orit

y in

tere

st. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

——

(1,7

76,5

94)

(304

,589

)—

24,1

97(2

,056

,986

)1111111111111111111111111111

30,9

76,0

1613

,004

,201

14,8

82,7

904,

167,

505

15,1

40,5

152,

790,

306

80,9

61,3

33G

oodw

ill. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. 4,

023,

984

11,9

95,7

9918

,804

,539

4,45

7,61

213

,859

,485

14,4

80,0

3467

,621

,453

1111111111111111111111111111

Tota

l con

side

rati

on, s

atis

fied

by

cash

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

35,0

00,0

0025

,000

,000

33,6

87,3

298,

625,

117

29,0

00,0

0017

,270

,340

148,

582,

786

1111111111111111111111111111

1111111111111111111111111111

Net

cas

h ou

tflo

w a

risi

ng o

n ac

quis

ition

:C

ash

cons

ider

atio

n pa

id. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

(35,

000,

000)

(25,

000,

000)

(33,

687,

329)

(8,6

25,1

17)

(29,

000,

000)

(17,

270,

340)

(148

,582

,786

)C

ash

and

cash

equ

ival

ents

acq

uire

d. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. 15

6,75

82,

133,

415

16,0

07,6

9221

4,53

519

,718

,730

598,

917

38,8

30,0

47B

ank

over

draf

t acq

uire

d. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. (1

21,5

81)

(1,8

35,5

65)

—(3

25,2

91)

—(9

,652

,260

)(1

1,93

4,69

7)1111111111111111111111111111

(34,

964,

823)

(24,

702,

150)

(17,

679,

637)

(8,7

35,8

73)

(9,2

81,2

70)

(26,

323,

683)

(121

,687

,436

)1111111111111111111111111111

1111111111111111111111111111

Perc

enta

ge o

f ow

ners

hip

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

100%

100%

82.6

8%86

.17%

100%

60%

1111111111111111111111111111

1111111111111111111111111111

F-39

30 ACQUISITION OF SUBSIDIARIES

(C) Eldiar Furniture Manufacturing and Decoration

During 2006, Depa Interiors L.L.C. acquired 100 per cent of ownership interest in Eldiar FurnitureManufacturing and Decoration for a cash consideration of AED 11,900,000. On the date of acquisition, the fairvalue of the net assets acquired is as follows:

AED1111

Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,523,239Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,116,000Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,761,890Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,762,018Cash and bank balances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,060End of service benefits obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,808,099)Trade and other payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,211,688)Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (114,940)

1111

24,131,480Gain on acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,231,480)

1111

Total consideration, satisfied by cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,900,00011111111

Net cash outflow arising on acquisition:Cash consideration paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,900,000)Cash and cash equivalents acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,060Bank overdraft acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (114,940)

1111

(11,911,880)11111111

F-40

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

DE

PA U

NIT

ED

GR

OU

P P

.J.S

.C.

NO

TE

S T

O T

HE

CO

NSO

LID

AT

ED

FIN

AN

CIA

L S

TA

TE

ME

NT

S F

OR

TH

E Y

EA

R E

ND

ED

31

DE

CE

MB

ER

200

7 A

ND

FO

R T

HE

PE

RIO

D F

RO

M 1

5JA

NU

AR

Y 2

006

(IN

CE

PT

ION

) T

O 3

1D

EC

EM

BE

R 2

006

(CO

NT

INU

ED

)

31.

PR

IMA

RIL

Y S

EG

ME

NT

IN

FO

RM

AT

ION

31.1

Bus

ines

s se

gmen

t in

form

atio

n

The

Gro

up o

pera

tes

in tw

o bu

sine

ss s

egm

ents

: con

stru

ctio

n an

d pr

ocur

emen

t. T

he f

ollo

win

g ta

ble

show

s th

e G

roup

’s p

rim

ary

segm

ent a

naly

sis:

2007

2006

Con

stru

ctio

nP

rocu

rem

ent

unal

loca

ted

Tota

lC

onst

ruct

ion

Pro

cure

men

tun

allo

cate

dTo

tal

AE

DA

ED

AE

DA

ED

AE

DA

ED

AE

DA

ED

11111111111111111111111111111111

Ext

erna

l rev

enue

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

1,38

9,66

0,22

730

,171

,904

—1,

419,

832,

131

1,04

8,10

1,45

3—

—1,

048,

101,

453

11111111111111111111111111111111

Con

trac

t pro

fit

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

261,

997,

801

18,7

62,4

66—

280,

760,

267

161,

893,

170

——

161,

893,

170

11111111111111111111111111111111

Net

pro

fit f

or th

e ye

ar /p

erio

d. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

20

2,26

4,76

914

,109

,496

(35,

337,

124)

181,

037,

141

122,

612,

680

—(1

9,31

4,85

8)10

3,29

7,82

211111111111111111111111111111111

Tota

l ass

ets.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. 1,

272,

780,

153

97,4

30,9

2450

2,22

8,32

41,

872,

439,

401

788,

755,

770

—47

8,51

6,14

91,

267,

271,

919

11111111111111111111111111111111

Tota

l lia

bilit

ies

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

957,

743,

158

78,8

03,6

3711

5,70

7,19

31,

152,

253,

988

665,

963,

103

—15

,583

,707

681,

546,

810

11111111111111111111111111111111

Equ

ity. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. 31

5,03

6,99

618

,627

,287

386,

521,

130

720,

185,

413

122,

792,

668

—46

2,93

2,44

158

5,72

5,10

911111111111111111111111111111111

Cap

ital e

xpen

ditu

re. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

70,5

11,3

66—

404,

677

70,9

16,0

4392

,415

,287

—22

2,67

092

,637

,957

11111111111111111111111111111111

Dep

reca

tion

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. 16

,726

,834

—10

8,45

816

,835

,292

5,58

8,55

4—

31,6

175,

620,

171

11111111111111111111111111111111

Am

ortiz

atio

n. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. 3,

326,

624

—15

,005

,604

18,3

32,2

28—

—10

,365

,835

10,3

65,8

3511111111111111111111111111111111

31.

SEG

ME

NT

IN

FO

RM

AT

ION

31.2

Geo

grap

hica

l seg

men

t in

form

atio

n

The

Gro

up o

pera

tes

in th

ree

geog

raph

ic m

arke

ts: t

he U

nite

d A

rab

Em

irat

es (

UA

E),

Mid

dle

Eas

t & N

orth

Afr

ica

(ME

NA

) an

d re

st o

f th

e w

orld

. The

fol

low

ing

tabl

e sh

ows

the

Gro

up’s

geo

grap

hica

l seg

men

t ana

lysi

s:

2007

2006

UA

EM

EN

AR

est

of t

he w

orld

Tota

lU

AE

ME

NA

Res

t of

the

wor

ldTo

tal

AE

DA

ED

AE

DA

ED

AE

DA

ED

AE

DA

ED

11111111111111111111111111111111

Ext

erna

l rev

enue

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

1,15

7,43

3,23

722

5,25

7,59

437

,141

,300

1,41

9,83

2,13

172

2,92

7,22

332

5,17

4,23

0—

1,04

8,10

1,45

311111111111111111111111111111111

Con

trac

t pro

fit

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. .

213,

913,

853

46,1

30,3

6820

,716

,047

280,

760,

268

128,

803,

631

33,0

89,5

39—

161,

893,

170

11111111111111111111111111111111

Net

pro

fit f

or th

e ye

ar. .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

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F-41

32. FINANCIAL INSTRUMENTS

32.1 Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concernwhile maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’soverall strategy remains unchanged from 2006.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 18, cashand cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves andretained earnings.

Gearing ratio

The Group’s risk management committee reviews the capital structure on a semi-annual basis. As part of thisreview, the committee considers the cost of capital and the risks associated with each class of capital. The Grouphas a target gearing ratio of 50-65% determined as the proportion of net debt to equity. Based on the committee’srecommendations, the Group expects to increase its gearing ratio closer to 65% through the issue of new debt andthe payment of dividends.

The gearing ratio at the year end was as follows:

2007 2006AED AED

1111 1111

Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398,609,475 214,203,367Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (69,138,787) (48,403,711)

1111 1111

Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 329,470,688 165,799,6561111 11111111 1111

Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 720,185,413 585,725,1091111 11111111 1111

Net debt to equity ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46% 28%1111 11111111 1111

Debt is defined as long-and short-term borrowings, as detailed in Note 18. Equity includes all capital andreserves of the Group.

32.2 Categories of financial instruments2007 2006AED AED

1111 1111

Financial assetsInvestment in associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,188,893 16,219,258Held-to-maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,665,000 3,665,000Available-for-sale investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,715,565 19,160,743Loans and receivables (including cash and cash equivalent) . . . . . . . . . . . . . . . . . . . 1,071,604,400 716,725,722

1111 1111

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,163,173,858 755,770,7231111 1111

Financial liabilitiesTrade payables and other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,207,103 296,574,501Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 398,609,475 214,203,367

1111 1111

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 898,816,578 510,777,8681111 11111111 1111

At the reporting date there are no significant concentration of credit risk for loans and receivables designatedat FVTPL. The carrying amount reflected above represent the Group’s maximum exposure to credit risk for suchloans and receivables.

F-42

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

32.3 Financial risk management objectives

The Group’s treasury function co-ordinates access to domestic and international functional markets andmonitors and manages the financial risk exposure relating to the operations of the Group.

The Group is exposed to the following risks related to financial instruments - credit risk, liquidity risk, fairvalue interest rate risk and foreign currency risk.

32.4 Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financialloss to the Group, and arises principally from the Group’s trade and other receivables and bank balances.The Group has adopted a policy of only dealing with creditworthy counterparties, however significant revenue isgenerated by dealing with high profile well known customers, for whom the credit risk is assessed to be low.The Group attempts to control credit risk by monitoring credit exposures, limiting transactions with specificnon-related counterparties, and continually assessing the creditworthiness of such non-related counterparties.Balances with banks are assessed to have low credit risk of default since these banks are highly regulated by thecentral banks of the respective countries.

Concentration of credit risk arises when a number of counterparties are engaged in similar business activities,or activities in the same geographic region, or have similar economic features that would cause their ability to meetcontractual obligations to be similarly affected by changes in economic, political or other conditions.Concentration of credit risk indicates the relative sensitivity of the Group’s performance to developments affectinga particular industry or geographic location. Trade and other receivables from major customers isAED 103.3 million (31 December 2006: AED 106.9 million) which represents 40.6% (31 December 2006: 56.9%)of the total trade and other receivables at the balance sheet date. The credit risk on liquid funds is limited becausethe counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The amount that best represents maximum credit risk exposure on consolidated financial assets at theconsolidated balance sheet date, in the event counterparties failing to perform their obligations generallyapproximates their carrying value. Trade and other receivables and balances with banks are not secured byany collateral.

32.5 Liquidity risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built anappropriate liquidity risk management framework for the management of the Group’s short, medium and long-termfunding and liquidity management requirements. The Group manages liquidity risk by maintaining adequatereserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cashflows and matching the maturity profiles of financial assets and liabilities. Included in Note 18 is a listing ofadditional unutilized facilities that the Group has at its disposal to further reduce liquidity risk.

As of 31 December 2007 the maturity profile of all financial liabilities disclosed in Note 32.2 is based onexisting contractual repayment arrangements of one year from balance sheet date except for bank borrowings,the maturity profile of which is disclosed in Note 18.

32.6.1 Currency risk

The Group undertakes certain transactions denominated in foreign currencies. Thus, exposures to exchangerate fluctuations arise.

F-43

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilitiesat the reporting date are as follows:

Liabilities Assets31 December 31 December

2007 2006 2007 2006AED AED AED AED

1111 1111 1111 1111

US Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,703,199 — 97,430,924 —Qatari Riyal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,687,485 91,263,671 71,104,895 122,066,957Saudi Riyal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,573,673 — 984,080 —Indian Rupee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,584,598 — 10,619,417 —Moroccan Dinar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,508,395 96,864 65,724,084 461,676Egyptian pound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,792,748 77,198,546 110,111,882 86,955,797

32.6.2 Foreign currency sensitivity analysis

The Group is mainly exposed to United States Dollars (USD), Qatari Riyals (QR), Saudi Riyals (SR), IndianRupee (INR), Moroccan Dinar (MAD) and Egyptian pound (LE). Due to the AED, QR, and SR link to USD,management believes that no currency fluctuation risk exist on these currencies.

At 31 December 2007, if the INR, MAD and LE had weakened by 10% against the AED, with all othervariables held constant, net equity at year end would have been lower by AED 3.56 million(2006: AED 1.01 million) mainly as a result of foreign exchange loss on translation of INR, MAD and LEdenominated outstanding.

32.6.3 Forward foreign exchange contracts

The Group sometimes enters into forward foreign exchange contracts to manage the risk associated withfluctuations in exchange rates. At year end the Group did not have any outstanding derivatives.

32.7 Interest rate risk

The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floatinginterest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rateborrowings. The Group plans to enter into derivative financial instruments to manage interest rate risk in the future.The Group’s exposures to interest rates on financial liabilities are detailed in Note 18.

32.7.1 Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivativeand non-derivative instruments at the balance sheet date. For floating rate liabilities, the analysis is preparedassuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’sprofit for the year ended 31 December 2007 would decrease/increase by AED 2 million (2006: decrease/increaseby AED 1 million). This is mainly attributable to the Group’s exposure to interest rates on its variable rateborrowings. The Group’s sensitivity to interest rates has increased during the current year mainly due to theincrease in variable rate borrowings.

32.8 Fair value of financial assets and liabilities

The fair values of financial assets and financial liabilities are determined as follows:

• the fair value of financial assets and financial liabilities with standard terms and conditions and tradedon active liquid markets is determined with reference to quoted market prices;

F-44

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

• the fair value of other financial assets and financial liabilities is determined in accordance with generallyaccepted pricing models based on discounted cash flow analysis using prices from observable currentmarket transactions and dealer quotes for similar instruments.

Investment in associates

The fair value for investments in Al Tawasoul Property Management and Decolight Trading L.L.C has notbeen disclosed because it cannot be reliably measured due to the fact that those investments are not quoted.

The fair value of investments in Design Studio Furniture Manufacturer Limited, Thailand CarpetManufacturing Public Company Limited and Jordan Wood Industries PLC at 31 December 2007 wasAED 74,763,667 compared to a carrying amount of AED 46,028,677. The fair values of the investment are basedon quoted market prices.

Available for sale investments

Investment of AED 7,715,565 is in a private equity fund and is stated at fair value which is based on the netasset valuation issued by the fund at 31 December 2007. The 2006 investment of AED 19,160,743 was in abusiness venture which had not yet formed a company. As such the fair value of the investment was notdeterminable and the investment has been recorded at carrying value.

Except as detailed in the previous paragraphs, management considers that the carrying amounts of financialassets and financial liabilities in the financial statements approximate their fair values.

33. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements have been approved by management and authorized for issue on28 March 2008.

F-45

DEPA UNITED GROUP P.J.S.C.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED31 DECEMBER 2007 AND FOR THE PERIOD FROM 15 JANUARY 2006 (INCEPTION) TO

31 DECEMBER 2006 (CONTINUED)

DDeellooiittttee && TToouucchhee ((MM..EE..))Bin Ghanim Tower, 10th floorHamdan StreetP.O. Box 990, Abu DhabiUnited Arab Emirates

Tel: +971 (2) 676 0606Fax: +971 (2) 676 0644www.deloitte.com

INDEPENDENT AUDITOR’S REPORT

To the Shareholders ofDepa Group of CompaniesDubai, UAE

We have audited the combined financial statements of Depa Group of Companies (the “Group”), whichcomprise the combined balance sheet as at 31 December 2005, and the combined statements of income, anda summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the combined financial statements

Management is responsible for the preparation and fair presentation of these combined financialstatements in accordance with International Financial Reporting Standards. This responsibility includes:designing, implementing and maintaining internal control relevant to the preparation and fair presentation ofcombined 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 reasonablein the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit.We conducted our audit in accordance with International Standards on Auditing. Those standards require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whetherthe combined financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and disclosures in the combined financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the combined financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation ofthe combined financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overall presentationof the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

F-46

Opinion

As disclosed in Note 2 to the financial statements, comparative figures, a statement of changes inshareholder’s equity and statement of cash flows have not been presented, which practice, we believe is notin accordance with International Accounting Standard No. 1 – “Presentation of Financial Statements”.

In our opinion, with the exceptions of the matter disclosed in the preceding paragraph, the combinedfinancial statements present fairly, in all material respects, the financial position of the Group as of31 December 2005, and of its financial performance for the year then ended in accordance with basis ofpresentation referred to in note 2 and in accordance with International Financial Reporting Standards.

12 March 2008

Member ofAudit . Tax . Consulting . Financial Advsory . Deloitte Touche Tohmatsu

F-47

F-48

DEPA GROUP OF COMPANIESCOMBINED BALANCE SHEET

AT 31 DECEMBER 2005

Notes 200511 1111

AED

ASSETSNon-current assetsProperty, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 23,802,911Available for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 18,265,413Held to maturity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3,665,000Other non current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1,257,927Investment in associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 65,856Deferred taxable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,632

1111

Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,117,7391111

Current assetsTrade receivables and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 95,609,606Amount due from customers on construction contract. . . . . . . . . . . . . . . . . . . . . . . . . . . 11 34,290,908Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 2,920,452Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,188,064

1111

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174,009,0301111

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,126,76911111111

EQUITY AND LIABILITIESCapital and reservesShare capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 32,574,500Statutory reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 6,430,258Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,412,400Translation reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,845

1111

Equity attributable to equity holders of the parent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,492,003Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (188,353)

1111

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,303,6501111

Non-current liabilitiesBank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 6,192,535Employees’ end of service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,929,812

1111

Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,122,3471111

Current liabilitiesTrade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 136,043,978Bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 17,656,794

1111

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153,700,7721111

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,126,76911111111

................................................................................ ................................................................................Chief Executive Officer Managing Director – Finance

The accompanying notes form an integral part of these combined financial statements.

DEPA GROUP OF COMPANIESCOMBINED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2005

Notes 200511 1111

AED

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199,238,500Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 (163,970,326)

1111

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,268,174General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 (20,522,501)Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 8,185,210Share of loss from associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,144)Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561,296Finance cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 (148,040)

1111

Net profit for the year before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,253,995Income tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (1,445,293)

1111

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 21,808,70211111111

Attributable to:Equity holders of the parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,117,055Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (308,353)

1111

21,808,70211111111

The accompanying notes form an integral part of these combined financial statements.

F-49

F-50

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005

1. GENERAL

On 18 February 2006, the controlling shareholders of Depa Interiors LLC, Depa Decoration Contracting& General Maintenance LLC, Pino Meroni Yatch Interiors LLC, Depa for Hotels, and Pino Meroni Wood &Metals Industries of the Group (collectively referred to as the “Group”) sold their ownership interest in theseentities to Depa United Group P.J.S.C. These combined financial statements have been prepared solely for thepurposes of presenting the combined financial information of the companies acquired by Depa United Group,and accordingly, comparative figures, statement of changes in shareholder’s equity and statement of cashflows have not been presented.

The Group specializes in the full scope fit out and furnishing of five star hotels, yachts and facilities andrelated services.

2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTINGSTANDARDS

In the current year, the Group has adopted the new revised Standards and Interpretations issued by theInternational Accounting Standards Board (IASB) and the International Financial Reporting InterpretationsCommittee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periodbeginning on 1 January 2005. The adoption of these new and revised standards and interpretations hasresulted in changes to the Group’s presentation and disclosure in the financial statements as required by thefollowing International Accounting Standards:

• Presentation of Financial Statements (IAS 1)

• Related Party Disclosures (IAS 24)

• Financial Instruments: Recognition and Measurement (IAS 39)

At the date of authorisation of these combined financial statements, the following Standards andInterpretations were in issue but not effective for these statements:

• IFRS 7 Financial Instruments: Disclosures, and a complementary amendment to IAS 1,Presentation of Financial Statements – Capital Disclosures effective forannual periods beginning on or after 1 January 2007

• IFRS 8 Operating Segments effective for annual periods beginning on or after1 January 2009

• IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting inHyperinflationary Economies effective for annual periods beginning on orafter 1 March 2006

• IFRIC 8 Scope of IFRS 2 effective for annual periods beginning on or after1 May 2006

• IAS 1 (Revised) Presentation of Financial Statements effective for annual periods beginningon or after 1 January 2009

• IAS 23 (Revised) Borrowing Costs effective for annual periods beginning on or after1 January 2009

• IAS 27 (Revised) Consolidated and Separate Financial Statements effective for annual periodsbeginning on or after 1 July 2009

• IFRS 3 (Revised) Business Combinations effective for annual periods beginning on or after1 July 2009

• IFRIC 9 Reassessment of Embedded Derivatives effective for annual periodsbeginning on or after 1 June 2006

• IFRIC 10 Interim Financial Reporting and Impairment effective for annual periodsbeginning on or after 1 November 2006

• IFRIC 11 IFRS2: Company and Treasury Share Transactions effective for annualperiods beginning on or after 1 March 2007

• IFRIC 12 Service Concession Arrangements effective for annual periods beginning onor after 1 January 2008

• IFRIC 13 Customer Loyalty Programmes effective for annual periods beginning on orafter 1 July 2008

• IFRIC 14 The limit on a defined benefit asset, Minimum Funding Requirements and theirInteraction effective for annual periods beginning on or after1 January 2008

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The combined financial statements have been prepared in accordance with International FinancialReporting Standards (IFRS).

Basis of preparation

The combined financial statements are presented in UAE Dirhams (AED) since that is the currency inwhich the majority of the Group’s transactions are denominated.

The combined financial statements have been prepared on the historical cost basis. The principalaccounting policies adopted are set out below:

Basis of combination

The combined financial statements include the financial statements of the entities which are undercommon control.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring theiraccounting policies into line with those used by the Group. All significant intra-group transactions, balances,income and expenses are eliminated on combination.

Minority interests in the net assets of combined subsidiaries are identified separately from the Group’sequity therein. Minority interests consist of the amount of those interests at the date of the original acquisitionand the minority’s share of changes in equity since the date of the acquisition. Losses applicable to theminority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of theGroup except to the extent that the minority has a binding obligation and is able to make an additionalinvestment to cover the losses.

F-51

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

The entities included in the Group and the percentage owned by the control group is as follows:

Proportion ofownership

interest and Country ofName of entity voting power incorporation Principal activities111111111111 1111 1111 111111111111111

Depa Interiors L.L.C. 100% U.A.E. Full scope fit out and furnishing of five starhotels.

Depa Decoration,Contracting &General Maintenance L.L.C. 100% U.A.E. Interior decoration, contracting and

general maintenance services for hotelsand other entities.

Pino Meroni Yatch Interiors L.L.C. 100% U.A.E. Trading in material and requisites forupholstery and fabric for curtains andupholstery and trading in decoration andpartition materials.

Depa for Hotels 82.68% Egypt Decoration works, interior and exteriorfinishing for hotels, motels, touristvillages and nile cruise ships.

Pino Meroni Wood & MetalIndustries 86.17% Egypt Manufacturing of wooden and steel

furniture.

Investment in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiarynor an interest in a joint venture. Significant influence is the power to participate in the financial andoperating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements usingthe equity method of accounting, except when the investment is classified as held for sale, in which case it isaccounted for under IFRS 5 Non-current Assets Held for Sale and Discounted Operations. Under the equitymethod, investments in associates are carried in the balance sheet at cost as adjusted for post-acquisitionchanges in the Group’s share of the net assets of the associate, less any impairment in the value of individualinvestments. Losses of an associate in excess of the Group’s interest in that associate (which includes anylong-term interests that, in substance, form part of the Group’s net investment in the associate) are notrecognized, unless the Group has incurred legal or constructive obligations or made payments on behalf ofthe associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiableassets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognizedas goodwill. The goodwill is included within the carrying amount of the investment and is assessed forimpairment as part of that investment. Any excess of the Group’s share of the net fair value of the identifiableassets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognizedimmediately in profit or loss.

Where a Group entity transacts with an associate of the Group, profits and losses are eliminated to theextent of the Group’s interest in the relevant associate.

F-52

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Investment

Held-to-maturity investments

Commercial paper with fixed or determinable payments and fixed maturity dates that the Group has thepositive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturityinvestments are recorded at amortized cost using the effective interest method less any impairment, withrevenue recognized on an effective yield basis.

Available For Sale (AFS) financial assets

Listed shares that are traded in an active market and certain unquoted investments held by the Groupare classified as being available-for-sale investments and are stated at fair value. Fair value is determined byreference to quoted market prices at the close of business on the balance sheet date. In the absence of quotedmarket prices, fair value is determined with reference to the latest available financial information of theinvestees. Gains and losses arising from changes in fair value are recognized directly in equity with theexception of impairment losses, interest calculated using the effective interest method and foreign exchangegains and losses on monetary assets, which are recognized directly in the consolidated profit or loss.Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previouslyrecognized in the investments revaluation reserve is included in the profit or loss for the period.

Dividends on AFS equity instruments are recognized in the consolidated profit or loss when the Group’sright to receive the dividends is established.

The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreigncurrency and translated at the spot rate at the balance sheet date. The change in fair value attributable totranslation differences that result from a change in amortized cost of the asset is recognized in theconsolidated profit or loss, and other changes are recognized in equity.

Revenue recognition

The Group’s revenue is primarily derived from construction revenue.

Revenue from Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs arerecognized by reference to the stage of completion of the contract activity at the balance sheet date, measuredbased on the proportion that contract costs incurred for work performed to date relative to the estimated totalcontract costs. Variations in contract work, claims and incentive payments are included to the extent that theyhave been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue isrecognized to the extent of contract costs incurred that it is probable will be recoverable. Contract costs arerecognized as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss isrecognized as an expense immediately.

Dividend and interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the interestrate applicable.

Dividend revenue from investments is recognized when the shareholder’s right to receive payment hasbeen established.

F-53

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Other income

Other income which primarily consists of gain on disposal of property, plant and equipment andinvestments, support and tender fees, and commission income is recognized when title has been passed tothird party and/or when service has been provided.

Borrowings

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,which are assets that necessarily take a substantial period of time to get ready for their intended use or sale,are added to the cost of those assets, until such time as the assets are substantially ready for their intendeduse or sale.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risksand rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Group at their fair value at theinception of the lease or, if lower, at the present value of the minimum lease payments. The correspondingliability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as toachieve a constant rate of interest on the remaining balance of the liability. Finance charges are chargeddirectly to profit or loss, unless they are directly attributable to qualifying assets, in which case they arecapitalized in accordance with the Group’s general policy on borrowing costs (see above). Contingent rentalsare recognized as expenses in the periods in which they are incurred.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term,except where another systematic basis is more representative of the time pattern in which economic benefitsfrom the leased asset are consumed. Contingent rentals arising under operating leases are recognized as anexpense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives arerecognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expenseon a straight-line basis, except where another systematic basis is more representative of the time pattern inwhich economic benefits from the leased asset are consumed.

Foreign currencies

For the purpose of these combined financial statements U.A.E Dirhams (AED) is the functional of theCompany and the presentation currency of the Group.

Transactions in currencies other than AED (foreign currencies) are recorded at the rates of exchangeprevailing at the dates of the transactions. At combined balance sheet date, monetary items denominated inforeign currencies are retranslated at the rates prevailing at the combined balance sheet date. Non-monetaryitems carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailingat the date when the fair value was determined. Non-monetary items that are measured in terms of historicalcost in a foreign currency are not retranslated.

Exchange differences are recognized in combined income statement in the period in which they ariseexcept for exchange differences on monetary items receivable from or payable to a foreign operation forwhich settlement is neither planned nor likely to occur, which form part of the net investment in a foreignoperation, and which are recognized in the foreign currency translation reserve and recognized in profit orloss on disposal of the net investment.

F-54

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

For the purpose of presenting combined financial statements, the assets and liabilities of the Company’sforeign subsidiaries are expressed in UAE Dirhams using exchange rates prevailing at the balance sheet date.Income and expense items are translated at the average exchange rates for the period, unless exchange ratesfluctuated significantly during that period, in which case the exchange rates at the dates of the transactionsare used. Exchange differences arising, if any, are classified as equity and transferred to the translationreserve. Such exchange differences are recognized in profit or loss in the period in which the foreignoperation is disposed of.

Employee benefits

Provision is made for the estimated liability for employees’ entitlement to annual leave and leavepassage as a result of services rendered by eligible employees up to the balance sheet date. Provision is alsomade for the full amount of end of service benefits due to non-UAE national employees in accordance withUAE Labour Law, for their period of service up to the balance sheet date. This provision is calculated as21 days remuneration for each year of the first 5 years of service and 30 days remuneration for additionalyear of service.

The provision relating to annual leave and leave passage is recorded as a current liability, while thatrelating to end of service benefits is recorded as a non-current liability.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulatedimpairment losses. The cost of property, plant and equipment is their purchase cost, together with anyincidental expenses of acquisition.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and propertiesunder construction, over their estimated useful lives, using the straight-line method. The estimated usefullives, residual values and depreciation method are reviewed at each year end, with the effect of any changesin estimate accounted for on a prospective basis. The principal annual rates used for this purpose are asfollows:

Buildings 10%Caravans 10%Motor vehicles 10% – 25%Office equipment & machinery 20% – 33%Furniture and fixtures 6% – 25%

Properties in the course of construction for production, rental or administrative purposes, or forpurposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includesprofessional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group’saccounting policy. Depreciation of these assets, on the same basis as other property assets, commences whenthe assets are ready for their intended use.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment isdetermined as the difference between the sale proceeds and the carrying amount of the asset and is recognizedin the combined income statement.

Impairment

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whetherthere is any indication that those assets have suffered an impairment loss. If any such indication exists, therecoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the

F-55

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

recoverable amount of the cash-generating unit to which the asset belongs. Where a recoverable andconsistent basis of allocation can be identified, the corporate assets are also allocated to individualcash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverableamount is the higher of fair value less costs to sell and value in use.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less that its carryingamount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at arevalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generatingunit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amountdoes not exceed the carrying amount that would have been determined had no impairment loss beenrecognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognizedimmediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case thereversal of the impairment loss is treated as a revaluation increase.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, and it isprobable that the Group will be required to settle that obligation. Provisions are measured at management’sbest estimate of the expenditure required to settle the obligation at the combined balance sheet date.

The amount recognized as a provision is the best estimate of the consideration required to settle thepresent obligation at the balance sheet date, taking into account the risks and uncertainties surrounding theobligation. Where a provision is measured using the cash flows estimated to settle the present obligation, itscarrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recoveredfrom a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will bereceived and the amount of the receivable can be measured reliably.

Provision for taxation

The tax charge for the current accounting period is based on the results for the year as adjusted for itemswhich are non-assessable or disallowed for tax purposes. The tax charge is calculated using the prevailing taxrates under the fiscal regime in the countries of operation taking into account exemptions which can beclaimed pursuant to local, bilateral or international treaties and/or conventions as at the combined balancesheet date.

Deferred income tax is provided using the liability method, on all temporary differences at the balancesheet date between the tax bases of assets and liabilities and their carrying amounts.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to theperiod when the asset is realized or the liability is settled, based on laws that have been enacted at the balancesheet date.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reducedto the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part ofthe deferred income tax asset to be utilized.

Financial instruments

Financial assets and financial liabilities are recognized on the Group’s combined balance sheet when theGroup becomes a party to the contractual provisions of the instrument.

F-56

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

The principal financial assets are cash and bank balances, trade and other receivables, available for saleinvestments and held to maturity investments.

Trade and other receivables are stated at their nominal value as reduced by appropriate allowances fordoubtful amounts.

Investments are recognized on a trade date basis where the purchase or sale of an investment is under acontract whose terms require delivery of the investment within the time frame established by the marketconcerned, and are initially measured at fair value, plus directly attributable transaction costs.

At subsequent reporting dates, held to maturity investments are measured at amortized cost using theeffective interest rate method, less any impairment loss recognized to reflect irrecoverable amounts.

Gains and losses arising from changes in fair value of available for sale investments are recognizeddirectly in equity, until the security is disposed of or is determined to be impaired, at which time thecumulative gain or loss previously recognized in equity is included in the profit or loss for the period.

The principal financial liabilities are bank borrowings and trade and other payables. Bank borrowingsare recorded at the proceeds received reduced by repayments made. Finance charges are accounted for on anaccrual basis. Trade and other payables are stated at their nominal values.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that aresubject to risks and returns that are different from those of other business segments. A geographical segmentis engaged in providing products or services within a particular economic environment that are subject to risksand return that are different from those of segments operating in other economic environments.

The Group does not present business segment since it has only one line of business.

4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATIONUNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 3, the Directors arerequired to make judgements, estimates and assumptions about the carrying amounts of assets and liabilitiesthat are not readily apparent from other sources. The estimates and associated assumptions are based onhistorical experience and other factors that are considered to be relevant. Actual results may differ from theseestimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognized in the period in which the estimate is revised if, the revision affects only that period,or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgments in applying the Group’s accounting policies

The following are the critical judgments, apart from those involving estimations described below, thatthe management have made in the process of applying the Group’s accounting polices and have the mostsignificant effect on the amounts recognized in the combined financial statements.

Investment in securities

As described in Note 3, investments are classified as either held for trading or available for sale.In judging whether investments are held for trading or available for sale, management has considered thedetailed criteria for determination of such classification as set out in IAS 39 “Financial Instruments:Recognition and Measurement”. Management is satisfied that its investment in securities is appropriatelyclassified as AFS investments.

F-57

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Key sources of estimation

The key assumptions concerning the future, and other key sources of estimation uncertainty at thebalance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts ofassets and liabilities within the next financial year are discussed below:

Allowances for doubtful debts

Management has estimated the recoverability of accounts receivable and has considered the allowancerequired for doubtful debts. Management has estimated for the allowance for doubtful debts on the basis ofprior experience and the current economic environment. Estimating the amount of the allowance for doubtfulaccounts requires significant judgment and the use of estimates related to the amount and timing of estimatedlosses based on historical loss experience, consideration of current economic trends and conditions anddebtor-specific factors, all of which may be susceptible to significant change. A provision for bad debt ischarged to operations based on management’s periodic evaluation of the factors previously mentioned, aswell as other pertinent factors. To the extent actual outcomes differ from management estimates, additionalprovision for bad debt could be required that could adversely affect earnings or financial position in futureperiods.

Allowance for stock obsolescence

Management has estimated the recoverability of inventory balances and considered the allowancerequired for inventory obsolescence based on the current economic environment and best obsolescencehistory. Estimating the amount of the allowance for stock obsolescence requires significant judgment and theuse of estimates related to the provision for amortization based on historical loss experience andconsideration of current interior design market trends, all of which may be susceptible to significant change.A provision for stock obsolescence is charged to contract costs based on management’s periodic evaluationof the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differfrom management estimates, additional provision for stock obsolescence could be required that couldadversely affect earnings or financial position in future periods.

Useful lives of property, plant and equipment

As described in Note 3, the Group estimates the useful lives of property, plant and equipment at the endof each annual reporting period based on historical experience. During the financial year, management hasdetermined that these expectations do not differ from previous estimates.

Revenue on construction contracts

As described in Note 3, when the outcome of a construction contract can be estimated reliably, revenueand costs are recognized by reference to the stage of completion of the contract activity on the balance sheetdate. In judging whether the outcome of the construction contract can be estimated reliably, management hasconsidered the detailed criterion for determination of such outcome as set out in IAS 11 ‘ConstructionContracts’. For the purpose of estimating the stage of completion of contract activity, management is requiredto make significant judgments, estimates and assumptions. In assessing contract performance, both input andoutput criteria are reviewed. Costs incurred are used as an objective input measure of performance.The primary inputs of all work performed under these arrangements are labor and materials. Costs incurredas a proportion of expected total costs is used as an initial proportional performance measure. The indicativeproportional performance measure is always subsequently validated against other more subjective criteria(i.e. relevant output measures) such as the percentage of construction completed and the achievement of anyproject milestones stipulated in the contract. In the event of divergence between the objective and moresubjective measures, the more subjective measure takes precedence since these are output measures.

F-58

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Since project costs can vary from initial estimates, the reliance on total project cost estimate representsan uncertainty inherent in the revenue recognition process. Individual project budgets are reviewed regularlywith project leaders to ensure that cost estimates are based upon up to date and as accurate information aspossible, and take into account any relevant historic performance experience.

Fair value of available for sale investments

The Group records available for sale investments at fair value. The Group is required to estimate thefair value for investments in private securities. The Group is required to make significant judgments inestimating these values and bases its estimate on available financial statements.

F-59

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

5.P

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6. AVAILABLE FOR SALE INVESTMENTS2005AED

1111

Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,265,41311111111

The investments included above represent investments in a business venture which had not yet formeda company. As such the fair value of the investment was not determinable and the investment has beenrecorded at carrying value. Management believes that the cost of this investment approximate its fair value.

7. INVESTMENT IN ASSOCIATE2005AED

1111

Cost of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,85611111111

Although the Group holds less than a 20 per cent ownership in its associate, the Group exercisessignificant influence by virtue of its contractual right to appoint one director to the board of the investee.

Details of Group’s associate is as follows:

Place of incorporation for ProportionName of Associate registration and operation of ownership Principal activitity111111111 11111111 1111 111111111111111

Al Tawasoul Property Development Company United Arab Emirates 15.6% Property development and management.

The associate reported net losses of AED 577,848 for the period ended 31 December 2005 and has netcurrent liabilities of AED 64,443,585. Management of the associate has prepared the financial statements ona going concern basis as the shareholders have committed to provide sufficient financial support to enablethe associate and its subsidiary to meet its financial obligations for the foreseeable future.

The movement in the investments in associate is as follows:

2005AED

1111

Cost of investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,000Share in loss of associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (90,144)

1111

65,85611111111

8. HELD TO MATURITY INVESTMENTS

Held to maturity investments represent an investment of US$ 1,000,000 made in the Mashreq BankEquity Supremo Fund. Redemption at maturity will be 100% of the investment plus the return. The period ofthe investment is from 27 May 2004 to 27 May 2008.

9. OTHER NON CURRENT ASSETS

Other non current assets includes an advance of AED 1,257,927 made to a third party for shares in acompany upon its formation

F-61

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

10. TRADE RECEIVABLES AND OTHER CURRENT ASSETS2005AED

1111

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,769,843Contract retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,005,093Advances to sub-contractors and suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,820,071Other receivables and current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,793,179Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,648,569Due from related parties (note 22). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,327,668

1111

98,364,423Less: Allowances for doubtful trade receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,754,817)

1111

95,609,60611111111

Other receivables and current assets balance primarily consists of restricted cash amounting toAED 4,476,441, refundable deposits of AED 942,346, tax receivable of AED 713,303.

Prepayments primarily consist of prepaid rent expenses of AED 610,400, insurance prepaid expenses ofAED 142,136 and visa prepaid expenses of AED 228,268.

The movement in the allowance for doubtful trade receivables during the year is as follows:

2005AED

1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,042,336Written-ff during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,424,962)Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,137,443

1111

2,754,81711111111

There has been no allowance established for any of the other current assets.

11. CONSTRUCTION CONTRACTS2005AED

1111

Contracts in progress at balance sheet dateAmount due from contract customers included in current assets . . . . . . . . . . . . . . . . . . . . . . . . 34,290,908Amount due to contract customers included in trade and other payables. . . . . . . . . . . . . . . . . . (8,923,482)

1111

25,367,42611111111

Contract cost incurred plus recognised profits less recognised losses to date . . . . . . . . . . . . . . 501,733,779Less: Progress billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (476,366,353)

1111

25,367,42611111111

Included in the Group’s amount due from customers on construction contracts are amounts which havebeen recognized as revenue and have not been billed at the consolidated balance sheet date. The Group policyis to bill the customers as per the contract which is generally between 60 to 120 days. At the balance sheetdate the unbilled revenue for more than 120 days is considered not significant.

F-62

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

12. Inventories2005AED

1111

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,112,177Less: allowance for slow moving and obsolete inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . (191,725)

1111

2,920,45211111111

The movement in the allowance for slow moving and obsolete inventories during the year is as follows:

2005AED

1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155,310Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,415

1111

191,72511111111

13. STATUTORY RESERVE

In accordance with the Articles of Association of the entities under combination and the UAE FederalLaw Number 8 of 1984 (as amended), concerning Commercial Companies, 10% of net profits for the yearare transferred to a statutory reserve until the reserve equals 50% of the share capital. This reserve is notavailable for distribution.

14. BANK BORROWINGS2005AED

1111

Bank overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,656,794Bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,192,535

1111

23,849,32911111111

The borrowings are repayable as follows:On demand or within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,656,794In the second year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,369,555In the third year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,822,980

1111

23,849,329Less: Amount due for settlement within 12 months (shown under current liabilities) . . . . . . . . (17,656,794)

1111

Amount due for settlement after 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,192,53511111111

Bank overdrafts

This represents overdrafts on the Group’s banking accounts. The interest rate on the overdrafts variesbetween EIBOR plus 2.5% and 3% and the balances change daily depending on cash flows.

Bank loans

The Group has the following principal bank loans:

• During 2005 the Group borrowed AED 3,742,980 under term loan that bear interest at EIBOR plus1.5%. Interest and principal are payable on a monthly basis from 25 March 2007. The loan matureson September 2008. At 31 December 2005, the outstanding balance of the loan is AED 3,742,980.

F-63

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

• During 2005 the Group borrowed AED 2,170,000 under term loan that bear interest at EIBOR plus2%. Interest and principal are payable on a quarterly basis from 11 September 2007. The loanmatures on March 2008. At 31 December 2005, the outstanding balance of the loan isAED 2,170,000.

• The Group entered into various other borrowing arrangements in 2005. The total amountoutstanding under these agreements at 31 December 2005 was AED 279,555.

15. TRADE PAYABLES AND OTHER CURRENT LIABILITIES2005AED

1111

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,367,824Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,104,552Sub-contractors retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,421,179Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,632,039Provision for losses on projects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,142,778Note payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,023,156Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,989,532Due to related parties (note 22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,439,436Amount due to customers on construction contracts (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . 8,923,482

1111

136,043,97811111111

Other payables mainly include employee accrued salaries and related benefits of AED 3,921,253, taxrelated payables of AED 1,710,573, payables for purchase of property, plant and equipment ofAED 2,073,717.

16. OTHER INCOME2005AED

1111

Gain on disposal of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,982,930Exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,319Gain on disposal of property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,270Support and tender fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,135,777Commission income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,021,250Penalty income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 680,368Miscellaneous income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,325,296

1111

8,185,21011111111

Miscellaneous income primarily includes an amount of AED 2,026,607 for compensation received fora project which was previously abandoned by a client.

17. COST OF SALES2005AED

1111

Staff cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,083,165Materials cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,905,649Subcontractor cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,566,614Overheads and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,702,860Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,816,324Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 895,714

1111

163,970,32611111111

F-64

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

18 GENERAL AND ADMINISTRATIVE EXPENSES2005AED

1111

Staff cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,158,747Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 605,013Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,758,741

1111

20,522,50111111111

Other expenses mainly consist of rent expense amounting to AED 1,093,702, contract related expensesof AED 3,392,511, consultancy fees of AED 541,320 and telephone expenses of AED 456,455, stationaryexpenses 346,673, bad debt provision of AED 3,137,443.

19. FINANCE COST2005AED

1111

Interest on bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,043,754Less interest included in cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (895,714)

1111

148,04011111111

20. NET PROFIT FOR THE YEAR

Net profit for the year is stated after charging:

2005AED

1111

Staff costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,224,42011111111

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,421,33711111111

21. CONTINGENCIES AND COMMITMENTS2005AED

1111

Capital commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466,52111111111

Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,687,11311111111

Letter of guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,055,46011111111

Letters of credit are issued by various financial institutions which the Group deals with and they providean irrevocable payment undertaking to suppliers against complying documents as stated in the letters ofcredit. The facilities are mainly initiated to facilitate dealings with foreign suppliers.

Letters of guarantee are issued by various financial institutions and they mainly take the form ofperformance bond and advance payment guarantees. The Group issues various guarantees to clients forwhom projects are executed, whereby if the Group fails to execute according to specifications laid out by theclient, the latter is guaranteed compensation for monetary losses.

The above letters of credit and guarantee were issued in the normal course of business.

F-65

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Legal cases

The Group companies are defendants in a number of legal proceedings which arose in the normal courseof business. The Company does not expect that the outcome of such proceedings either individually or in theaggregate will have a material effect on the Company’s operations, cash flows or financial position.

22. RELATED PARTIES

Transactions between the Companies under common control have been eliminated upon combinationand are not disclosed in this note. Related parties include employees, Directors, Shareholders and entities inwhich the Shareholders have the ability to control and exercise a significant influence in financial andoperating decisions

The Company maintains significant balances with related parties which arise from commercial andnon-commercial transactions. The types of related party transactions are described below.

Commercial transactions:

The Group provides services to related parties in the normal course of business. These services consistof construction/fit-out work, leasing office space or land, use of specialized skills on certain projects, and useof employees from related party entities.

Administrative costs:

The Group has incurred certain costs such as notary fees, legal expenses, relating to the establishmentof Depa United Group PJSC. Amounts outstanding are repaid in full.

Partners of the Company

Advances were made to partners of the five entities included in the Group. Amounts outstanding arerepaid in full or deducted from the partner’s pay each month.

Staff receivables:

The Group provides salary advances to employees and directors on certain occasions.Amounts outstanding are repaid in full or deducted from the employee’s pay each month.

The tables below summarize amounts due to and due from related parties and managementremuneration.

2005AED

1111

Amounts due from related parties:Al Tawasoul Property Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,269,006Depa Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,907,076Partners of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,059,174Depa United Group PJSC (under establishment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,022,245Depa Egypt for Design . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,783,679Staff receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,885,791Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,400,697

1111

42,327,66811111111

F-66

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

2005AED

1111

Amounts due to related parties:Pino Meroni 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,967,266Pino Meroni Egypt – shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,425,469Mivan Ireland Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,734Walid Zakaria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 598,557Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 847,410

1111

6,439,43611111111

The remuneration of directors during the year was as follows:

2005AED

1111

Short term benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,210,56711111111

23. SHARE CAPITAL

The capital of the group represents authorized, issued and fully paid shares for each of the five entitiesincluded in the Group; each carrying an equal right to vote and receive dividends.

24. SEGMENT INFORMATION

Geographical segment information

The Group operates in two geographic markets: the United Arab Emirates (UAE) and Middle East &North Africa (MENA). The following table shows the Group’s geographical segment analysis:

UAE MENA TOTALAED AED AED

1111 1111 1111

External revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168,890,521 30,347,979 199,238,5001111 1111 11111111 1111 1111

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,201,375 5,066,799 35,268,1741111 1111 11111111 1111 1111

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,131,807 2,676,895 21,808,7021111 1111 11111111 1111 1111

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,326,942 70,799,827 221,126,7691111 1111 11111111 1111 1111

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,947,293 55,875,826 162,823,1191111 1111 11111111 1111 1111

Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,379,649 14,924,001 58,303,6501111 1111 11111111 1111 1111

25. FINANCIAL INSTRUMENTS

Trade and other receivables comprise mainly amounts due from customers.

The average credit period taken is 90 days. An allowance has been made for estimated doubtful amountsfor balances greater than 90 days. This allowance has been determined by reference to past defaultexperience.

Credit risk

The credit risk is primarily attributable to its trade and other receivables. The amounts presented in thebalance sheet are net of allowances for doubtful receivables estimated by the management based on priorexperience and the current economic environment.

A significant portion of the trade receivable balance is due from a small number of customers.

F-67

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs.The average credit period taken for trade purchases is 60 days.

Interest rate risk

The Group has no significant exposure to interest rate risk. The bank borrowings and long term loansare obtained at normal commercial rates.

Currency risk

Assets are typically funded in the same currency as that of the business being transacted to eliminateexchange exposure. The management believes that there is a minimal risk of significant losses due toexchange rate fluctuation and consequently the Group does not hedge foreign currency exposure.

Fair value of financial assets and liabilities

The fair value of financial assets and liabilities approximates their carrying value as stated in the balancesheet.

26. INCOME TAX2005AED

1111

Current tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,505,004Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,711)

1111

1,445,29311111111

The Group’s tax provision of AED 1,505,004 is a result of income taxes associated with the entities thatoperate in jurisdictions other than United Arab Emirates. Similarly, the Group’s deferred tax assets andliabilities are derived from these entities. The deferred tax assets primarily related to provision and thedeferred tax liabilities relate to property, plant and equipment and gratuity. Deferred tax assets and liabilitiesare offset on the balance sheet when a legal right of offset exists.

27. APPROVAL OF FINANCIAL STATEMENTS

These combined financial statements have been approved by management and authorized for issue on12 March 2008.

F-68

DEPA GROUP OF COMPANIES

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

DDeellooiittttee && TToouucchhee ((MM..EE..))Bin Ghanim Tower, 10th floorHamdan StreetP.O. Box 990, Abu DhabiUnited Arab Emirates

Tel: +971 (2) 676 0606Fax: +971 (2) 676 0644www.deloitte.com

INDEPENDENT AUDITOR’S REPORT

To the Owner ofDeco and Eldiar EstablishmentsAbu Dhabi, UAE

We have audited the combined financial statements of Deco and Eldiar Establishments (the “Group”), whichcomprise the combined balance sheet as at 31 December 2005, and the combined statements of income, and asummary of significant accounting policies and other explanatory notes.

Management’s responsibility for the combined financial statements

Management is responsible for the preparation and fair presentation of these combined financial statementsin accordance with International Financial Reporting Standards. This responsibility includes: designing,implementing and maintaining internal control relevant to the preparation and fair presentation of combinedfinancial statements that are free from material misstatement, whether due to fraud or error; selecting and applyingappropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit.We conducted our audit in accordance with International Standards on Auditing. Those standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether thecombined financial statements are free from material misstatement. An audit involves performing procedures toobtain audit evidence about the amounts and disclosures in the combined financial statements. The proceduresselected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thecombined financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the entity’s preparation and fair presentation of the combined financialstatements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made by management,as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

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F-70

Opinion

As disclosed in Note 2 to the financial statements, comparative figures, a statement of changes inshareholder’s equity and statement of cash flows have not been presented, which practice, we believe is not inaccordance with International Accounting Standard No. 1 – “Presentation of Financial Statements”.

In our opinion, with the exceptions of the matter disclosed in the preceding paragraph, the combined financialstatements present fairly, in all material respects, the financial position of the Group as of 31 December 2005, andof its financial performance for the year then ended in accordance with basis of presentation referred to in note 2and in accordance with International Financial Reporting Standards.

12 March 2008

Member ofAudit . Tax . Consulting . Financial Advsory . Deloitte Touche Tohmatsu

F-71

DECO AND ELDIAR ESTABLISHMENTS

COMBINED BALANCE SHEETAT 31 DECEMBER 2005

2005Notes AED11 1111

ASSETSNon-current assetsProperty, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3,072,974

1111

Current assetsTrade receivables and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 32,655,011Amount due from customers on construction contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 12,741,476Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 4,311,224Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259,818

1111

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,967,5291111

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,040,50311111111

EQUITY AND LIABILITIESCapital and reservesProprietor’s capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000,000Proprietor’s account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,863,260

1111

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,863,2601111

Non-current liabilitiesEmployees’ end of service benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,583,894

1111

Current liabilitiesTrade payables and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 21,356,828Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236,521

1111

Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,593,3491111

Total equity and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,040,50311111111

.......................................................

Owner

The accompanying notes form an integral part of these combined financial statements.

DECO AND ELDIAR ESTABLISHMENTS

COMBINED INCOME STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2005

2005Notes AED11 1111

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,332,455Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (67,757,549)

1111

Contract profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,574,906General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (8,916,394)Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 947,958Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (93,105)

1111

Net profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 8,513,36511111111

The accompanying notes form an integral part of these combined financial statements

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F-73

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005

1. GENERAL

On 18 February 2006, the shareholder of Eldiar Furniture Manufacturing and Deco Emirates L.L.C.(collectively referred to as the “Group”) sold his ownership interest in these entities to Depa United GroupP.J.S.C. These combined financial statements have been prepared solely for the purposes of presenting thecombined financial information of the companies acquired by Depa United Group, and accordingly,comparative figures, statement of changes in shareholder’s equity and statement of cash flows have not beenpresented.

The Group specializes in manufacturing and sale of furniture and contracting and decoration activities.

2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTINGSTANDARDS

In the current year, the Group has adopted the new revised Standards and Interpretations issued by theInternational Accounting Standards Board (IASB) and the International Financial Reporting InterpretationsCommittee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periodbeginning on 1 January 2005. The adoption of these new and revised standards and interpretations hasresulted in changes to the Group’s presentation and disclosure in the financial statements as required by thefollowing International Accounting Standards:

• Presentation of Financial Statements (IAS 1)

• Related Party Disclosures (IAS 24)

• Financial Instruments: Recognition and Measurement (IAS 39)

At the date of authorisation of these financial statements, the following Standards and Interpretationswere in issue but not effective for these statements:

• IFRS 7 Financial Instruments: Disclosures, and a complementary amendment to IAS 1,Presentation of Financial Statements – Capital Disclosures effective forannual periods beginning on or after 1 January 2007

• IFRS 8 Operating Segments Effective for annual periods beginning on or after1 January 2009

• IFRIC 7 Applying the Restatement Approach under IAS 29, Financial Reporting inHyperinflationary Economies effective for annual periods beginning on orafter 1 March 2006

• IFRIC 8 Scope of IFRS 2 effective for annual periods beginning on or after1 May 2006

• IAS 1 (Revised) Presentation of Financial Statements effective for annual periods beginningon or after 1 January 2009

• IAS 23 (Revised) Borrowing Costs effective for annual periods beginning on or after1 January 2009

• IAS 27 (Revised) Consolidated and Separate Financial Statements effective for annual periodsbeginning on or after 1 July 2009

• IFRS 3 (Revised) Business Combinations effective for annual periods beginning on or after1 July 2009

• IFRIC 9 Reassessment of Embedded Derivatives effective for annual periodsbeginning on or after 1 June 2006

• IFRIC 10 Interim Financial Reporting and Impairment effective for annual periodsbeginning on or after 1 November 2006

• IFRIC 11 IFRS2: Company and Treasury Share Transactions effective for annualperiods beginning on or after 1 March 2007

• IFRIC 12 Service Concession Arrangements effective for annual periods beginning onor after 1 January 2008

• IFRIC 13 Customer Loyalty Programmes effective for annual periods beginning on orafter 1 July 2008

• IFRIC 14 The limit on a defined benefit asset, Minimum Funding Requirements and theirInteraction effective for annual periods beginning on or after1 January 2008

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The combined financial statements have been prepared in accordance with International FinancialReporting Standards (IFRS).

Basis of preparation

The combined financial statements are presented in UAE Dirhams (AED) since that is the currency inwhich the majority of the Group’s transactions are denominated.

The combined financial statements have been prepared on the historical cost basis. The principalaccounting policies adopted are set out below:

Basis of combination

The combined financial statements include the financial statements of the entities which are undercommon control.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring theiraccounting policies into line with those used by the Group. All significant intra-group transactions, balances,income and expenses are eliminated on combination.

The entities included in these financial statements are as follows:

Proportion ofownership

interest andvoting power Country of

Name of entity of shareholder incorporation Principal activities111111111111 1111 1111 111111111111111

Eldiar Furniture Manufacturing 100% U.A.E. Manufacturing and sale of woodenand Decoration L.L.C. doors, wardrobes, furniture decoration.

Deco Emirates L.L.C. 100% U.A.E. Building, contracting and decorationactivities and trading in furniture andrelated items.

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DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Revenue recognition

The Group’s revenue is primarily derived from construction revenue.

Revenue from Construction contracts

Where the outcome of a construction contract can be estimated reliably, revenue and costs arerecognized by reference to the stage of completion of the contract activity at the balance sheet date, measuredbased on the proportion that contract costs incurred for work performed to date relative to the estimated totalcontract costs. Variations in contract work, claims and incentive payments are included to the extent that theyhave been agreed with the customer.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue isrecognized to the extent of contract costs incurred that it is probable will be recoverable. Contract costs arerecognized as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss isrecognized as an expense immediately.

Sale of goods

Revenue related to sale of goods represents the invoiced value of goods sold during the year, net ofdiscounts and returns. Revenue from the sale of goods is recognised when goods are delivered and title haspassed.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the interestrate applicable.

Other income

Other income consists primarily of rental income, which is recognised on a time apportioned basis, afterdeduction of discounts, and interest income, which is recognised when earned.

Borrowings

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,which are assets that necessarily take a substantial period of time to get ready for their intended use or sale,are added to the cost of those assets, until such time as the assets are substantially ready for their intendeduse or sale.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risksand rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Group at their fair value at theinception of the lease or, if lower, at the present value of the minimum lease payments. The correspondingliability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as toachieve a constant rate of interest on the remaining balance of the liability. Finance charges are chargeddirectly to profit or loss, unless they are directly attributable to qualifying assets, in which case they arecapitalized in accordance with the Group’s general policy on borrowing costs (see above). Contingent rentalsare recognized as expenses in the periods in which they are incurred.

F-75

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Operating lease payments are recognized as an expense on a straight-line basis over the lease term,except where another systematic basis is more representative of the time pattern in which economic benefitsfrom the leased asset are consumed. Contingent rentals arising under operating leases are recognized as anexpense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives arerecognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expenseon a straight-line basis, except where another systematic basis is more representative of the time pattern inwhich economic benefits from the leased asset are consumed.

Foreign currencies

For the purpose of these combined financial statements U.A.E Dirhams (AED) is the functional of theCompany and the presentation currency of the Group.

Transactions in currencies other than AED (foreign currencies) are recorded at the rates of exchangeprevailing at the dates of the transactions. At the combined balance sheet date, monetary items denominatedin foreign currencies are retranslated at the rates prevailing at the combined balance sheet date.Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at therates prevailing at the date when the fair value was determined. Non-monetary items that are measured interms of historical cost in a foreign currency are not retranslated.

Employee benefits

Provision is made for the estimated liability for employees’ entitlement to annual leave and leavepassage as a result of services rendered by eligible employees up to the balance sheet date. Provision is alsomade for the full amount of end of service benefits due to non-UAE national employees in accordance withUAE Labour Law, for their period of service up to the balance sheet date. This provision is calculated as21 days remuneration for each year of the first 5 years of service and 30 days remuneration for additionalyear of service.

The provision relating to annual leave and leave passage is recorded as a current liability, while thatrelating to end of service benefits is recorded as a non-current liability.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulatedimpairment losses. The cost of property, plant and equipment is their purchase cost, together with anyincidental expenses of acquisition.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and propertiesunder construction, over their estimated useful lives, using the straight-line method. The estimated usefullives, residual values and depreciation method are reviewed at each year end, with the effect of any changesin estimate accounted for on a prospective basis. The principal annual rates used for this purpose are asfollows:

Buildings 10%Motor vehicles 10% – 25%Office equipment & machinery 20% – 33%Furniture and fixtures 6% – 25%Labour Camp (employee housing) 10%

Properties in the course of construction for production, rental or administrative purposes, or forpurposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includesprofessional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s

F-76

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

accounting policy. Depreciation of these assets, on the same basis as other property assets, commences whenthe assets are ready for their intended use.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment isdetermined as the difference between the sale proceeds and the carrying amount of the asset and is recognizedin the combined income statement.

Impairment

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whetherthere is any indication that those assets have suffered an impairment loss. If any such indication exists, therecoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates therecoverable amount of the cash-generating unit to which the asset belongs. Where a recoverable andconsistent basis of allocation can be identified, the corporate assets are also allocated to individualcash-generating units for which a reasonable and consistent allocation basis can be identified. Recoverableamount is the higher of fair value less costs to sell and value in use.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less that its carryingamount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at arevalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generatingunit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amountdoes not exceed the carrying amount that would have been determined had no impairment loss beenrecognized for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognizedimmediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case thereversal of the impairment loss is treated as a revaluation increase.

Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, and it isprobable that the Group will be required to settle that obligation. Provisions are measured at management’sbest estimate of the expenditure required to settle the obligation at the combined balance sheet date.

The amount recognized as a provision is the best estimate of the consideration required to settle thepresent obligation at the balance sheet date, taking into account the risks and uncertainties surrounding theobligation. Where a provision is measured using the cash flows estimated to settle the present obligation, itscarrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recoveredfrom a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will bereceived and the amount of the receivable can be measured reliably.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services thatare subject to risks and returns that are different from those of other business segments. A geographicalsegment is engaged in providing products or services within a particular economic environment that aresubject to risks and return that are different from those of segments operating in other economicenvironments.

The Group does not present business segment or geographical segment since it has only one line ofbusiness and one geographical segment.

F-77

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Financial instruments

Financial assets and financial liabilities are recognized on the Group’s combined balance sheet when theGroup becomes a party to the contractual provisions of the instrument.

The principal financial assets are cash and bank balances, trade and other receivables.

Trade and other receivables are stated at their nominal value as reduced by appropriate allowances fordoubtful amounts.

The principal financial liabilities are bank overdrafts and trade and other payables. Bank overdraftsrepresent overdrafts on the Group’s banking account with interest rates varying between EIBOR plus 2 -3 %.Finance charges are accounted for on an accrual basis. Trade and other payables are stated at theirnominal values.

4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATIONUNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 3, the Directors arerequired to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities thatare not readily apparent from other sources. The estimates and associated assumptions are based on historicalexperience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognized in the period in which the estimate is revised if, the revision affects only that period,or in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation

The key assumptions concerning the future, and other key sources of estimation uncertainty at thebalance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts ofassets and liabilities within the next financial year are discussed below:

Allowances for doubtful debts

Management has estimated the recoverability of accounts receivable and has considered the allowancerequired for doubtful debts. Management has estimated for the allowance for doubtful debts on the basis ofprior experience and the current economic environment. Estimating the amount of the allowance for doubtfulaccounts requires significant judgment and the use of estimates related to the amount and timing of estimatedlosses based on historical loss experience, consideration of current economic trends and conditions anddebtor-specific factors, all of which may be susceptible to significant change. A provision for bad debt ischarged to operations based on management’s periodic evaluation of the factors previously mentioned, aswell as other pertinent factors. To the extent actual outcomes differ from management estimates, additionalprovision for bad debt could be required that could adversely affect earnings or financial position infuture periods.

Allowance for stock obsolescence

Management has estimated the recoverability of inventory balances and considered the allowancerequired for inventory obsolescence based on the current economic environment and best obsolescencehistory. Estimating the amount of the allowance for stock obsolescence requires significant judgment and theuse of estimates related to the provision for amortization based on historical loss experience andconsideration of current interior design market trends, all of which may be susceptible to significant change.A provision for stock obsolescence is charged to contract costs based on management’s periodic evaluationof the factors previously mentioned, as well as other pertinent factors. To the extent actual outcomes differ

F-78

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

from management estimates, additional provision for stock obsolescence could be required that couldadversely affect earnings or financial position in future periods.

Useful lives of property, plant and equipment

As described in Note 3, the Group estimates the useful lives of property, plant and equipment at the endof each annual reporting period based on the historical experience. During the financial year, managementhas determined that these expectations do not differ from previous estimates.

Revenue on construction contracts

As described in Note 3, when the outcome of a construction contract can be estimated reliably, revenueand costs are recognized by reference to the stage of completion of the contract activity on the balance sheetdate. In judging whether the outcome of the construction contract can be estimated reliably, management hasconsidered the detailed criterion for determination of such outcome as set out in IAS 11 ‘ConstructionContracts’. For the purpose of estimating the stage of completion of contract activity, management is requiredto make significant judgments, estimates and assumptions. In assessing contract performance, both input andoutput criteria are reviewed. Costs incurred are used as an objective input measure of performance.The primary inputs of all work performed under these arrangements are labor and materials. Costs incurredas a proportion of expected total costs is used as an initial proportional performance measure. The indicativeproportional performance measure is always subsequently validated against other more subjective criteria(i.e. relevant output measures) such as the percentage of construction completed and the achievement of anyproject milestones stipulated in the contract. In the event of divergence between the objective and moresubjective measures, the more subjective measure takes precedence since these are output measures.

Since project costs can vary from initial estimates, the reliance on total project cost estimate representsan uncertainty inherent in the revenue recognition process. Individual project budgets are reviewed regularlywith project leaders to ensure that cost estimates are based upon up to date and as accurate information aspossible, and take into account any relevant historic performance experience.

F-79

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

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6. TRADE RECEIVABLES AND OTHER CURRENT ASSETS2005AED

1111

Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,685,070Contract retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,844,664Advances to sub-contractors and suppliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 678,600Other receivables and current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,456,931Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850,620Due from related parties (note 14). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,205,528

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,721,413Less: Allowances for doubtful trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,066,402)

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,655,01111111111

Other receivables and current assets balance primarily consists of restricted cash amounting toAED 520,685 and refundable deposits amounting to AED 505,109.

The movement in the allowance for doubtful trade receivables during the year is as follows:

2005AED

1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 469,564Reversal of allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (345,000)Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 941,838

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,066,40211111111

There has been no allowance established for any of the other current assets.

7. CONSTRUCTION CONTRACTS2005AED

1111

Contracts in progress at balance sheet dateAmount due from contract customers included in current assets . . . . . . . . . . . . . . . . . . . . . . . . 12,741,476Amount due to contract customers included in trade and other payables . . . . . . . . . . . . . . . . . . (759,057)

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,982,41911111111

Contract cost incurred plus recognised profits less recognised losses to date . . . . . . . . . . . . . . 82,968,342Less: Progress billings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,985,923)

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,982,41911111111

Included in the Group’s amount due from customers on construction contracts are amounts which havebeen recognized as revenue and have not been billed at the consolidated balance sheet date. The Group policyis to bill the customers as per the contract which is generally between 60 to 120 days. At the balance sheetdate the unbilled revenue for more than 120 days is considered not significant.

F-81

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

8. INVENTORIES2005AED

1111

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,494,120Less: allowance for slow moving and obsolete inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,182,896)

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,311,22411111111

The movement in the allowance for slow moving and obsolete inventories during the year is as follows:

2005AED

1111

Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,182,896

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,182,89611111111

9. TRADE PAYABLES AND OTHER CURRENT LIABILITIES2005AED

1111

Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,604,462Advances received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,099,532Sub-contractors retentions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171,313Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,705Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,474,253Due to related parties (note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,506Amount due to customers on construction contracts (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . 759,057

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,356,82811111111

Other payable consist mainly of employee accrued salaries and related benefits amounting to AED 1,062,856and trust receipt amounting to AED 817,412.

10. COST OF SALES2005AED

1111

Staff cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,783,393Materials cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,793,579Subcontractor cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,975,861Overheads and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,345,538Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 859,178

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,757,54911111111

F-82

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

11. GENERAL AND ADMINISTRATIVE EXPENSES

2005AED

1111

Staff cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,809,230Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,899Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,976,265

1111

8,916,39411111111

Other expenses mainly consist of rent expense amounting to AED 104,455, bad debt allowance of AED 941,838, transportation expenses of AED 370,225 and registration and licenses of AED 204,964.

12. NET PROFIT FOR THE YEAR

Net profit for the year is stated after charging:

2005AED

1111

Staff costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,980,94211111111

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 990,07711111111

13. CONTINGENCIES AND COMMITMENTS2005AED

1111

Letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227,65011111111

Letter of guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,559,52011111111

Letters of credit are issued by various financial institutions which the Group deals with and they providean irrevocable payment undertaking to suppliers against complying documents as stated in the letters ofcredit. The facilities are mainly initiated to facilitate dealings with foreign suppliers.

Letters of guarantee are issued by various financial institutions and they mainly take the form ofperformance bond and advance payment guarantees. The Group issues various guarantees to clients forwhom projects are executed, whereby if the Group fails to execute according to specifications laid out by theclient, the latter is guaranteed compensation for monetary losses.

The above letters of credit and guarantee were issued in the normal course of business.

F-83

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

14. RELATED PARTIES

Transactions between the Companies under common control have been eliminated upon combinationand are not disclosed in this note. Related parties include employees, Directors, Shareholders and entities inwhich the Shareholders have the ability to control and exercise a significant influence in financial andoperating decisions

The Company maintains significant balances with related parties which arise from commercial and non-commercial transactions. The types of related party transactions are described below.

Commercial transactions:

The Group provides services to related parties in the normal course of business. These services consistof construction/fit-out work, leasing office space or land, use of specialized skills on certain projects, and useof employees from related party entities.

Staff receivables:

The Group provides salary advances to employees and directors on certain occasions. Amountsoutstanding are repaid in full or deducted from the employee’s pay each month.

The tables below summarize amounts due to and due from related parties as well as amounts includedin revenue and management remuneration.

2005AED

1111

Revenue from other Companies owned by Abdulla Al Mazrui . . . . . . . . . . . . . . . . . . . . . . . . . 12,372,15211111111

Amounts due from related parties:Al Mazrui Holding Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,648,078Staff receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248,059Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309,391

1111

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,205,52811111111

2005AED

1111

Amounts due to related parties:Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,506

11111111

The remuneration of directors during the year was as follows:

2005AED

1111

Short term benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780,89411111111

F-84

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

15. FINANCIAL INSTRUMENTS

Trade and other receivables comprise mainly amounts due from customers.

The average credit period taken is 90 days. An allowance has been made for estimated doubtful amountsfor balances greater than 90 days. This allowance has been determined by reference to pastdefault experience.

Credit risk

The credit risk is primarily attributable to its trade and other receivables. The amounts presented in thebalance sheet are net of allowances for doubtful receivables estimated by the management based on priorexperience and the current economic environment.

A significant portion of the trade receivable balance is due from a small number of customers.

Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs.The average credit period taken for trade purchases is 60 days.

Interest rate risk

The Group has no significant exposure to interest rate risk. The bank overdrafts carries inters at EIBORplus 2-3%.

Currency risk

Assets are typically funded in the same currency as that of the business being transacted to eliminateexchange exposure. The management believes that there is a minimal risk of significant losses due toexchange rate fluctuation and consequently the Group does not hedge foreign currency exposure.

Fair value of financial assets and liabilities

The fair value of financial assets and liabilities approximates their carrying value as stated in thebalance sheet.

16. APPROVAL OF FINANCIAL STATEMENTS

These combined financial statements have been approved by management and authorized for issue on12 March 2007.

F-85

DECO AND ELDIAR ESTABLISHMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 (CONTINUED)

Depa LimitedLevel 18, Al Reem Tower

Al Maktoum StreetP.O. Box 56338

Dubai, United Arab Emirates

LEGAL ADVISERS TO THE ISSUER

As to United States law As to DIFC and English law

Allen & Overy LLP Allen & Overy LLPOne Bishops Square Level 1 & 2

London E1 6AO The Gate Village Building GV08United Kingdom Dubai International Financial Centre

PO Box 506678Dubai, United Arab Emirates

As to DIFC and UAE law

Al Tamimi & CompanyDubai International Financial Centre

6th floor, Building 4 EastSheikh Zayed Road

P.O. Box 9275,Dubai, United Arab Emirates

SOLE GLOBAL COORDINATOR AND JOINT BOOKRUNNER

Morgan Stanley & Co International plc20 Bank Street

London E14 4ADUnited Kingdom

JOINT BOOKRUNNER

UBS Limited1 Finsbury AvenueLondon EC2M 2PP

United Kingdom

JOINT LEAD MANAGERS

Global Investment House KSCC The National Investor (PJSC)Souk Al-Safat Building, 2nd floor TNI Tower

P.O. Box 28807 Safat Zayed The 1st Street, KhalidiyaKuwait City, Kuwait P.O. Box 47435

Abu Dhabi, United Arab Emirates

A10.29.4.1

A10.29.4.3

A10.30.4

OSR A.1.1.1(5)

OSR A.1.1.1(1)

Printed by Al Ghurair Donnelley LLC 96456

LEGAL ADVISERS TO THE UNDERWRITERS

As to English and United States law

Cleary Gottlieb Steen & Hamilton LLPCity Place House

55 Basinghall StreetLondon EC2V 5EH

United Kingdom

INDEPENDENT AUDITORS

Deloitte & Touche (M.E.)P.O. Box 990

Bin Ghanem Tower, 10th FloorHamdan Street

Abu Dhabi, United Arab Emirates

DEPOSITARY CUSTODIAN

Deutsche Bank Trust Company Americas Deutsche Bank AG, Amsterdam60 Wall Street Herengracht 450

New York, NY 10005 1017 CA AmsterdamUnited States of America Netherlands

A10.29.4.2

A10.2.1

OSR A.1.1.1(9)

OSR A.1.1.1(5)

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