Private and Confidential

PRIVATE PLACEMENT MEMORANDUM

Capital Increase of

99,000,000 Kuwaiti Dinars (KD)

990,000,000 New Shares at 110 Fils each

in

Dar Al Dhabi Holding Company (K.S.C.-Holding)(The 'Company' )

A Kuwaiti Closed Shareholding Company registered under the Laws and

Regulations of the State of Kuwait that will focus on investing in Dar Al Dhabi Real Estate Co.

which holds real estate investment opportunities in the United Arab Emirates.

Minimum Subscription:

1,000,000 (One Million) New Shares

Projected Internal Rate of Return of 22% Per Annum

March 31, 2008

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NoticeThis Private Placement Memorandum is furnished on a private and confidential basis for the

purpose of evaluating the increase in capital of Dar Al Dhabi Holding, a Kuwaiti Closed Sharehh

holding Company established and registered in accordance with the Kuwaiti laws.

The information contained herein is intended solely for selected investors having the neceshh

sary special expertise, the mechanism and determination to accept these investments and the

understanding of the expectations and calculated risks.

This Private Placement Memorandum was not produced or distributed without the prior writhh

ten consent of Dar Al Dhabi Holding Company and acquiring approval of the appropriate reguhh

latory bodies.

The Private Placement Memorandum for capital increase of Dar Al Dhabi Holding Company is

being offered only to natural persons and legal entities legally permitted to invest in the subhh

scription shares to increase the capital for Dar Al Dhabi Holding Company and who qualifies to

the legal requirements and conditions governing and organizing the increase, as well as legal

entities acceptable to both Bayan Investment Company and the relevant regulatory authorihh

ties in the State of Kuwait.

Prospective investors should not only settle to the contents of this Memorandum, but also

must make their own verification of tax and legal advice. It is the responsibility of each inveshh

tor to verify and evaluate this investment opportunity to invest in the subscription shares to

increase the capital for Dar Al Dhabi Holding Company, and should bear in mind to independhh

ently evaluate the calculated risks of the investment opportunity and his ability to fulfill the

requirements of this investment as an individual.

In making an investment decision in this opportunity in relation to the placement shares to

increase the capital of Dar Al Dhabi Holding Company, the investors must rely on their own

examination of the company and the terms of the placement thereof, including the expected

merits and risks involved.

Investment in the company includes acceptance of expected risks resulting from all aspects

involved in executing this investment.

Each investor should have the ability and willingness to accept all ensuing results regarding his lack

of liquidity caused by the participation in this investment which is specifically described herein.

It is anticipated that there will be a private market for the new shares, which will be subject to

a number of considerations described herein. It should be known that no person has been auhh

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thorized by the company to give any presentations or information concerning the investment

in the company or to make any representations other than those contained in this Private

Placement Memorandum or issued from company officially.

If any unauthorized information or presentations made by the company’s representatives, or on

behalf of its advisors, then no offering other that what is given in this Private Placement Memohh

randum will be employed and the company shall not be responsible beyond its content.

The receipt of this Private Placement Memorandum does not imply that the information conhh

tained herein will continue to be as is subsequent to the date of this Private Placement Memohh

randum; This Private Placement Memorandum contains certain “forwardhlooking” statements

and information relating to the company is based on its belief. This agreement is prepared

on the basis of the information currently available to the company. When used in this Private

Placement Memorandum, the words “Anticipate, Believe, Estimate, Expect, Intend, Project,

Similar, Reflect” present potential reflection to future expected points of view. Subsequently,

the statement reflects the current possibilities and unrealistic expectations that may be linked

to certain factors without limitation, and within the competitive factors and general economic

conditions, as well as market conditions and sometimes events and other factors described in

total within the “Principal Risk Factors”.

Based on circumstantial changes, perhaps one or more of these expected risks may suddenly

occur or perhaps a fundamental expectation is revealed to be untrue. Subsequently the

results may change or financially vary (in reality) differently that anticipated and described in

this Memorandum.

The fact is that reliance or expectation or guesstimation was used to show the intention of the

company, but neither Bayan Investment Company, nor Bonyan Real Estate Company, nor Dar Al

Dhabi Holding Company intends to update these statements that only reflect future expectation.

No financial expert or official legal advisor or any Kuwaiti or Emirati government authority

other than those whose names had been identified herein or any other independent party

has independently verified or advised on the accuracy or completeness of this Private

Placement Memorandum. The information presented herein does not represent the official

documentation but are only examples and models implemented in this Memorandum to

increase the capital for Dar Al Dhabi Holding Company. There is no judicial or official authority

that has reviewed this information or obligations of the company.

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Table of ContentsNotice 2Table of Contents 4Glossary 6Company Advisors 10Summary 12The Company Dar Al Dhabi Holding 12

The Investment Objectives & Policies of the Company 12Placement of New Shares 12Total Issued Share Capital & Use of Proceeds 13Minimum Subscription 14Payment of Capital Commitment 14Projected Internal Rate of Return 14Exit Strategies 14Investment Features 15Principal Risk Factors 15Identification 15Base Currency of the Company 15Base Currency of UAE 15

Placement and Subscription 16Terms of the Placement 16Investment Structure 16The Total Issued Share Capital 17Use of Capital 17Subscription Period 18Minimum Subscription 18Subscription Agreement and Conditions 18Details of Subscription 19Payment of Subscription Amount and Fees 19Money Laundering 20Acceptance 20Governing Law 21

The Company: Dar Al Dhabi Holding 22Incorporation 22Board of Directors 22Shari'ah Compliance 22

The Project Company: Dar Al Dhabi Real Estate 23Incorporation 23Founding Shareholders 23The Board of Directors 24Marketing of DAD RE Products & Services 26Realization of Investment 26

Overview of Najmat Abu Dhabi 27Al Reem Island 27Master Developers at Al Reem Island 28The New Master Plan at Al Reem Island 28Najmat Abu Dhabi Master Plan 29

Project Overview 30Size of the Plots 31Location & Characteristics of the Plots 32Development Components 32

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Target Market 32Projected Financial Statements 32

General Assumptions 32Cost Assumptions 34

Land Cost 34Marketing and Selling Cost 34Architectural and Engineering Fee 34Construction Cost 34

Revenue Assumptions 35OffhPlan Sales 35Sale Absorption Rate 35Payment Plans 36

Revenue & Cost Statement 37Cash Flows 37

UAE Economic Analysis 38Overview 38Population 38Structure of the Economy 39Country Risk Profile 40

Overview of Real Estate Market in the UAE 41Demand Drivers 42Abu Dhabi 44Factors influencing the growth in the real estate sector in Abu Dhabi 44Demand & Supply activity in Abu Dhabi 48Overview of Al Reem Island Development 49Location 49Master Developers' Profile 50

Potential Conflicts of Interest 52Principal Risk Factors 52

No Assurance of Investment Return 52Economic Conditions 53Real Estate Risks 53Financing Risk 54Development Risks 54Geographic Concentration, Political, Economic and Regulatory Considerations 55Management and Other General Risks 55

Taxation 57Income Tax 57Stamp Duties 57Value Added Tax ("VAT") / Sales tax 58Capital Gains Tax 58

Additional Information 59The Articles 59Memorandum of Association 59Indemnity 59Principal Documents 59Mandatory Contribution to Kuwait Foundation for the Advancement of Science ("KFAS") 60Payment of the Kuwaiti Labor Support Tax ("KLST") 60Zakat 60Idle Funds 60

Contact Details 60

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GlossaryWords and expressions not otherwise defined in this document have, unless the context otherwise

requires, the following meanings.

The explanation of meanings for Glossary words used in this Memorandum has direct meanings for its

words and terms, unless the context otherwise requires. If the investor believes there is any ambiguity

in terms of its explanation, then he is urged to call for further clarification.

"Articles"means the approved Articles of Association of the Company.

"AED" means Emirati Dirham, the lawful currency of UAE, any which is subdivided into 100 Emirati Fils per AED.

"BAYAN"means Bayan Investment Company K.S.C.C, and its subsidiaries.

"Board of Directors" or "Board"means the Board of Directors of the Company formed and/or elected according to the rules and regulahh

tions of the governing laws.

"BONYAN"means Bonyan Real Estate Company K.S.C.C, a real estate company with its principal office in Kuwait.

"Business Day"means any day (except Friday or Saturday) on which banks in Kuwait and/or UAE are open for a full

range of banking transactions.

"Closing Date"means 30 April 2008 or any other date announced by the company after getting Ministry of Comhh

merce and Industry approval.

"Company"means Dar Al Dhabi Holding Company (K.S.C.h Holding), a Kuwaiti Closed Shareholding Company.

"Directors"mean the members of the Board of Directors of the Company, legally eligible to be elected/chosen to

hold such positions.

"DAD Holding"means Dar Al Dhabi Holding Company (K.S.C.h Holding), a Kuwaiti holding company with its principal office

in Kuwait.

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"DAD RE"means Dar Al Dhabi Real Estate Company KSCC, a real estate development company with its principal

office in Kuwait.

"EBITDA"means earnings before interest, tax and Government fees, depreciation and amortization.

"Executive Summary"means a summary of the principal investment considerations and highlights of the Placement.

"Existing Shares"means the current existing shares that are currently issued by the Company according to the governing laws.

"Fair Market Value"means the value at which a buyer is willing to purchase, and a seller is willing to dispose of, New Shares,

or shares in the DAD RE, at any given point in time or, in case of dispute, means the value determined by

the Company's auditors, at that time acting as expert and not arbitrator.

"FAR"means Floor Area Ratio in a building.

"FFE"means Furniture, Fixtures and Equipment.

"Fils"means Kuwaiti Fils, the fractional monetary units of the lawful currency of Kuwait and equivalent to one

thousandth of a Kuwaiti Dinar.

"Fiscal Year"means the fiscal period commencing on 1 January and ending on 31 December of each Gregorian

calendar year.

"GFA"means Gross Floor Area which is the total floor area contained within a building including the horizontal

area and external walls.

"NFA"means Net Floor Area which is the gross floor area of a building, excluding the area occupied by walls

and partitions, the circulation area, and the mechanical area.

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"Investors"means such selected persons or legal entities whose offer to subscribe for New Shares pursuant to the

Subscription Agreement has been accepted by the Company and, where the context requires, includes

DAD RE, BONYAN, and BAYAN.

"IRR"means Internal Rate of Return which is the annualized discount rate that, when applied to the cumulahh

tive distributions to Shareholders, produces a net present value of zero having adopted the convention

of designating outflows as negative and inflows as positive.

"KD"means Kuwaiti Dinar, the lawful currency of Kuwait, which is divided into 1,000 Fils per KD.

"KSE"means the Kuwait Stock Exchange.

"Kuwait"means the State of Kuwait.

"Memorandum of Association"means the official Memorandum of Association of the Company, approved by the appropriate authorihh

ties.

"Najmat Abu Dhabi"means the proposed real estate development that will be undertaken on Al Reem Island in Abu Dhabi,

United Arab Emirates.

"Najmat Abu Dhabi Land Owner"means Reem Developers Company, the registered owner of Najmat Abu Dhabi plots.

"New Shares"means the 990,000,000 regular shares to be issued by the Company after the successful completion

of the capital increase.

"NonhQualified Person"means any person, as determined by the Company, to whom a sale or issuance of New Shares, or in

relation to whom the holding of New Shares, would be in breach of laws and requirements of any juhh

risdiction or governmental authority or in circumstances (whether directly or indirectly affecting such

person), in the opinion of the Company, might result in the Company incurring material, financial and/or

legal disadvantage which it might not otherwise have suffered or incurred.

"Placement"means the irrevocable offer to subscribe for New Shares in the Company on the terms set out in this

Private Placement Memorandum and the Subscription Agreement.

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“Share Premium”means 5 fils as described in the section header “Placement And Subscription”.

"Private Placement Memorandum"means this private placement memorandum.

"Principal Documents"has the meaning given to it in the section headed "ADDITIONAL INFORMATION h principal documents".

"Profits"means any distributable profits (taking into account any losses, whether actual or contingent) held by

the Company in any Fiscal Year subject to adjustments for any applicable expenses.

"Shareholder"means a holder of Existing Shares and New Shares.

"Subscription Agreement"means the irrevocable and unconditional offer to subscribe for New Shares in the Company.

"Subscription Amount"means the amount to be invested by an Investor in the share capital of the Company pursuant to this

Private Placement Memorandum.

"Subscription Fee"means a subscription fee of 10 Fils per New Share, (representing 5 Fils share Premium and 5 Fils Placehh

ment Expenses).

"Subscription Period"means the period commencing from 31 March 2008 to the Closing Date and renewable in accordance

to rules and regulations after approval of Ministry of Commerce and Industry.

"Target Subscription"has the meaning given to it in the section headed "PLACEMENT AND SUBSCRIPTION h terms of the

placement”

"The Development"means the mixedhuse development, covering a total plots area of 46,402 square meters that are

adjacent to the main marina of Najmat Abu Dhabi Development in Al Reem Island in Abu Dhabi, UAE.

"UAE"means the United Arab Emirates.

"UAE Fils"means the fractional monetary units of the lawful currency of UAE and equivalent to one hundredth of

a UAE Dirham.

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Company Advisors• Placement Manager

Bayan Investment Company K.S.C.C.P.O. Box 104, Al Dasmah – 35151State of KuwaitTel. +965 840 000Fax +965 243 1435www.bayaninvest.com

• Placement Agent

Bader Albazie Management & Financial ConsultantsP.O. Box 2115, Safat – 13022State of KuwaitTel. +965 241 0010Fax +965 241 2761www.albazie.com

• Market Real Estate Assessment

CAPM Management Advisory LLCP.O. Box 105447 – Abu DhabiUnited Arab EmiratesTel. +971 2 447 7205Fax +971 2 447 7215

Ernst & YoungP.O. Box 136 – Abu DhabiUnited Arab EmiratesTel. +971 2 627 7522Fax +971 2 627 3383www.ey.com

Pure Real EstateP.O. Box 3855 – Abu DhabiUnited Arab EmiratesTel. +971 2 445 9827Fax +971 2 445 3900www.pureuae.com

• Real Estate Marketing and Sales

Al Sanabel Real Estate Co. W.L.L.P.O. Box 104, Al Dasmah – 35151State of KuwaitTel. +965 840 000Fax +965 243 1435

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Pure Real EstateP.O. Box 3855 – Abu DhabiUnited Arab EmiratesTel. +971 2 445 9827Fax +971 2 445 3900www.pureuae.com

• Legal Counsel in Relation to Matters of Kuwaiti Law

Al Hekook Advocates & Legal ConsultantsMr. Mesha’al A. AlhNamash, Attorney at LawMs. Nedhal M. AlhHumaidan, Attorney at LawP.O. Box 481, Safat – 13005Tel. +965 240 0700Fax +965 240 4700www.alhekook.com

Mr. Mohammed Yasser Ahmed IsmailLegal Consultant and Legal Department ManagerBayan Investment Co. K.S.C.C and its subsidiaries

• Legal Counsel in Relation to Matters of UAE Law

Hadef Al Dhahiri & AssociatesMr. Basil H. Siddiqi, Attorney at LawP.O. Box 3727 – Abu DhabiUnited Arab EmiratesTel. +971 2 627 6622Fax +971 2 627 6556www.hadalaw.com

• Auditor

Albazie & Company RSM InternationalP.O. Box 2115, Safat – 13022State of KuwaitTel. +965 241 0010Fax +965 241 2761www.albazie.com

• Shari’ah Advisor

Dr. Abdul Aziz Khalifa AlhQassar, Kuwait

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SummaryThe following summary is qualified in its entirety by the detailed information included elsewhere in this

Private Placement Memorandum and should be read in conjunction with the full text of this document.

Investors are strongly recommended to review the sections of this Private Placement Memorandum

containing the terms and conditions of the Placement and the Principal Risk Factors.

• The Company Dar Al Dhabi HoldingA Kuwaiti Closed Shareholding Company will undertake a capital increase of

KD 99,000,000. Subsequent to such increase, the paidhup capital of the Company shall

all be paid in cash.

Under the Memorandum and Articles of Association of the Company, the Company is

a holding company and has an unlimited life. The Existing Shares and the New Shares

are not redeemable; however, the holder of these shares has the ability to trade them in

the Kuwait Stock Exchange, once the legal conditions & rules and regulations for such

operation have been met by the Company on the date of application for submission for

listing.

• The Investment Objectives & Policies of the CompanyThe Company's principal objective is to invest in opportunities in UAE and/or through

the establishment or acquisition of subsidiaries in Kuwait & UAE. Its initial project shall

be in the investment of DAD RE which will be developing 5 plots, namely: Plots 10, 11,

12, 14, and 22, located within Najmat Abu Dhabi Project on Al Reem Island in Abu Dhabi.

Plots 10 & 11 will be developed into two 28 to 35 floors residential towers. Plot 12 will

be developed into a seven floor residential building, while Plot 14 will be developed into

a sevenhfloor office building. Plot 22 will be developed into two 75h85 floor iconic towhh

ers, the first as a residential tower and the second as an office tower with a commercial

podium. These two towers will be the highest towers on Najmat Abu Dhabi Project.

The Company or any of its subsidiaries will not invest in an entity whose business is or

will be, in the opinion of the Shari'ah Advisor: (i) the operation of gambling casinos; (ii)

the manufacture, packaging, or distribution of pork, tobacco, alcohol or pornography; or

which is (iii) in the opinion of the Shari'ah Advisor, a conventional interesthbased financial

establishment; or (iv) any company that does not meet the Shari'ah Advisor's approval.

• Placement of New Shares The Placement is an invitation to prospective investors to subscribe in New Shares, subhh

ject to the terms of this Private Placement Memorandum and the Subscription Agreehh

ment. The Company is seeking to raise up to KD 99,000,000 by inviting prospective

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qualified investors to subscribe for 990,000,000 New Shares at 110 Fils each comhh

prised of 100 Fils par value, in addition to a 10 Fils Subscription Fee consisting of 5 fils

share premium and 5 fils placement expenses (after the founding shareholders excerhh

sise their prehemptive rights as waive them).

Pursuant to BAYAN's capital commitment of KD 30 million, BAYAN will own 300,000,000 of

the Company's shares, equivalent to 30% of the total issued share capital of the Company.

• Total Issued Share Capital & Use of Proceeds The total issued share capital of the Company, assuming full subscription, will be KD 100

million (being this Placement of KD 99,000,000 in addition to the Company's current

paid up capital of KD 1,000,000), which will be used as follows:

i. The purchase of shares of DAD RE, the proceeds of which will be used for:

h Acquiring Plots 10, 11, 12, 14, and 22 located within Najmat

Abu Dhabi, on Al Reem Island;

h Developing the above mentioned five plots;

h Seeking the required financing for the development;

h Remunerating the professional advisors appointed by DAD RE

for the services provided;

h Any other costs related to the lease and/or disposal of the Real

Estate components of the five Plots;

h Operating expenses incurred in the normal course of business

of developing the five plots; and

h Any other expenses that DAD RE will incur, which will assist in

achieving the Company's investment objectives set out herein.

ii. Expenses associated with sourcing new opportunities in UAE and other counhh

tries as deemed appropriate by the Board from time to time;

iii. Operating expenses incurred in the normal course of business of the Comhh

pany; and

iv. Any other expenses that the Company will incur that, in the opinion of the Board

of Directors, will assist in achieving the investment objects set out herein.

If there is insufficient liquidity available at any time, the Company and

DAD RE will fund operating and administrative expenses through adhh

vances such as shorthterm Murabaha, short term ljara financing, Ishh

lamic Sokouk and other Shari'ah compliant opportunities arranged by

Islamic companies meeting the requirements of the Shari'ah Advisor, in

coordination with Bayan Investment Co.

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• Minimum SubscriptionThe minimum subscription by an investor is for 1,000,000 shares for individual inveshh

tors and 5,000,000 shares for corporate investors. Any additional amounts subscribed

for shall be in multiples of 500,000 New Shares.

Any investor interested in investing in a lesser number of shares shall do so through

opening a private investment portfolio with Bayan Investment Co. (Conditions apply).

• Payment of Capital Commitment Each investor shall pay the Subscription Amount plus the Subscription Fee by way of (i)

check payable to DAD Holding or (ii) bank transfer in accordance with this Private Placehh

ment Memorandum and the Subscription Agreement. The Company reserves the right

to reject, for whatever reason, any offer to subscribe for New Shares as it thinks fit and

without a need to provide reasons for such rejection.

• Projected Internal Rate of Return The Company will endeavor (on best effort basis) to achieve an IRR of 22% per annum.

Investors should carefully review the section headed "PRINCIPAL RISK FACTORS".

• Exit Strategies Investors are anticipated to realize their investment via the listing of the Company on

the Kuwait Stock Exchange at the end of 2009 approximately, subject to meeting the

listing requirements and the satisfactory performance of the Kuwait Stock Exchange,

according to the latter's applicable rules and regulations at the time of listing request

submission.

The Company will realize its return on the investment in DAD RE through:

h Sale of real estate components from the developed plots.

h An initial public offering of the DAD RE shares on the Kuwait

Stock Exchange and/or any other suitable stock exchange, under

the applicable rules and regulations for each Stock Exchange at

the date of submission of the application for listing.

h The Shares in the DAD RE may be offered for sale to third party

investors, at Fair Market Value according to applicable rules and

regalations.

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• Investment Features h DAD RE's initial developments are located in prime locations on

Al Reem Island.

h Liquidity for investors is expected to be provided via public listhh

ing of DAD Holding Co. within 13 to 15 months approximately

from date of registration of capital increase at the Ministry of

Commerce and Industry in Kuwait and after meeting KSE's listhh

ing conditions at the date of submission of the application for

listing.

h The Company shall endeavor (on best effort basis) to achieve a

targeted IRR of 22% per annum.

h BAYAN and its subsidiaries will invest up to KD 30 million in the

Company.

• Principal Risk Factors Investment in the Company will involve certain risks and should only be made by prohh

spective investors who understand the risks involved and are able and willing to accept

the risk of the loss of the entire amount invested. No assurance can be given that the

Company's investment objective will be completely achieved. Prospective investors are

referred particularly to the section headed "PRINCIPAL RISK FACTORS".

• Identification

In accordance with the Kuwait legal and regulatory requirements and those requirehh

ments of any jurisdiction into which an offer to subscribe for New Shares is made, Inhh

vestors, whether bodies, corporate or individuals, will be required to present (amongst

other things) suitable forms of identification and official documents, in case of legal

entities at the time of making an application to subscribe for New Shares.

• Base Currency of the Company

Kuwaiti Dinar (KD)

• Base Currency of UAEEmirates Dirham (AED)

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• Placement and Subscription

Terms of the PlacementThe Placement is intended to provide prospective investors with the opportunity to invest in New Shares

in the Company, subject to the terms of this Private Placement Memorandum mentioned within the

Subscription Agreement.

Under the Placement, investors are invited to subscribe for 990,000,000 New Shares of 110 Fils each,

comprised of 100 Fils par value in addition to a 10 Fils Subscription Fee (representing 5 Fils share prehh

mium and 5 Fils placement Expenses) totalling to KD 108,900,000 (the "Target Subscription").

The Subscription Fee is being charged in connection with:

i. Identifying the Company as an investment opportunity;

ii. Development of the fivehyear business plan of the Company;

iii. Structuring of the investment opportunity;

iv. Preparation of the marketing plan for the Placement in the Kuwait and

qualified market(s);

v. Marketing and staff costs in connection with the Placement;

vi. Cost of the preparation and printing of the documents used in the

Placement, and;

vii. Investing in DAD RE.

The consideration for the New Shares will be paid by Investors as described in the section headed

"Subscription Agreement and Conditions".

Investment StructureFollowing the issue of the New Shares (assuming full subscription), the investment structure will be as

follows:

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• The Total Issued Share CapitalFollowing completion of the Placement to subscribe for New Shares, lnvestors (including BAYAN) will

own 100% of the issued share capital of the Company in accordance with the terms of the Private

Placement Memorandum and the Subscription Agreement. Pursuant to BAYAN's capital commitment to

invest up to KD 30 million, BAYAN will own 300,000,000 approximately of the Company's shares.

• Use of CapitalThe total issued share capital of the Company, assuming full subscription, will be KD 100 million (being

this Placement of KD 99,000,000 in addition to the Company's current paid up capital of KD 1,000,000),

which will be used fully to fund:

1. The purchase of shares of DAD RE, the proceeds of which will be used for:

a. Acquiring Plots 10, 11, 12, 14, and 22 located within Najmat

Abu Dhabi on Al Reem Island;

b. Developing the above mentioned five plots;

c. Seeking the required financing for the development;

d. Remunerating the professional advisors appointed by DAD RE

for the services provided;

e. Any other costs related to the lease and/or disposal of the Real

Estate components of the five Plots;

f. Operating expenses incurred in the normal course of business

of developing the five plots. And;

g. Any other expenses that DAD RE will incur, which will assist in

achieving the Company's investment objectives set out herein.

2. Expenses associated with sourcing new opportunities in UAE and other

countries as deemed appropriate by the Board from time to time;

3. Operating expenses incurred in the normal course of business of the

Company. And;

4. Any other expenses that the Company will incur that, in the opinion of the

Directors, will assist in achieving the investment objects set out herein.

If there is insufficient liquidity available at any time, the Company and DAD RE will fund operating and

administrative expenses through advances such as shorthterm Murabaha, short term ljara financing,

Islamic Soukuk and other Shari'ah compliant opportunities arranged by Islamic companies acceptable

by the Shari'ah Advisor, in coordination with Bayan Investment Co.

.

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• Subscription PeriodThe offer to subscribe for New Shares pursuant to this Private Placement Memorandum and the Subhh

scription Agreement will commence on 31 March 2008 and for a period of one month. In addition,

BAYAN reserves the right to change the Target Subscription and Closing Date according to the rules and

regulations of the Ministry of Commerce & Industry in the State of Kuwait.

• Minimum SubscriptionThe minimum subscription by an investor is 1,000,000 shares for individual investors and 5,000,000

shares for corporate investors. Any additional amounts subscribed for shall be in multiples of 500,000

New Shares.

Any investor interested in investing in a lesser number of shares shall do so through opening a private

investment portfolio with Bayan Investment Co. (Conditions apply).

• Subscription Agreement and ConditionsFull details of the procedure to apply for New Shares are contained in the Subscription Agreement and

in the Private Placement Memorandum. It should be noted that:

h The Subscription made by Investors in accordance with the Subhh

scription Agreement is irrevocable and may not be withdrawn

as such;

h The Subscription Amount shall be payable in the manner dehh

termined by, and at the time(s), set out in the Subscription

Agreement. No New Shares will be issued until the Subscription

Amount in respect of the relevant New Shares has been paid in

full by the respective Investor;

h The revocable proxies attached to the Subscription Agreement

supplied by BAYAN will give the Placement Manager the revocahh

ble right, in its absolute discretion, to validly exercise a Sharehh

holder's right to vote at upcoming ordinary and extraordinary

Shareholder assembly meetings, until the announcement of

successful completion of the capital increase ad the election/

formation of the new Board of Directors.

h The New Shares shall be issued to Investors by the Company in

accordance with the provisions of the Subscription Agreement;

The Subscription Amount will initially be deposited in a Shari'ah

compliant profit bearing account with the Company or any duly

appointed receiving agent. If, for whatever reason, the whole

or part of a prospective investor's Subscription Amount IS not

accepted, all affected Subscription Amounts, together with the

whole or part of the Subscription Fee thereon (as the case may

be), will be repaid to the prospective Investor.

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The basis for accepting the incoming applications for this Private Placement from new Investors will be

determined at the sole discretion of the Placement Manager. The Company also reserves the right to

reject, in whole or in part, and/or scale down any application to subscribe for New Shares or any part

thereof, for any reason whatsoever, and without being obliged to provide any justification and to termihh

nate the Placement of the New Shares at any time prior to the Closing Date. The right is also reserved

to treat as invalid any Subscription Agreement not properly completed (for example if the consideration

for the subscription is for the wrong amount). Applicants must recognize the risk that an application

may not have been accepted to the extent anticipated or at all.

The Company may issue additional New Shares from time to time either as part of or outside of this

Placement (subject to the Articles), according to the rules and regulations and acceptance of the Minhh

istry of Commerce and Industry.

• Details of SubscriptionProspective Investors of New Shares must deliver to BAYAN at its principal offices, by hand, post or fachh

simile (with original by post) a signed Subscription Agreement evidencing their commitment to invest

in New Shares in the Company, to be received no later than 11a.m. on the Closing Date. The application

form should be accompanied by the Subscription Amount, and the Subscription Fee to be deposited in

the manner set out below.

If Subscription Agreements, evidencing irrevocable commitments to subscribe for an aggregate net

amount equaling the required capital increase of KD 99,000,000 (the Subscription Amount), are rehh

ceived at any time prior to the closure of the Subscription Period, the Company shall cancel the rehh

maining subscription period and announce the completion of the capital increase. Subsequently, the

Company shall issue the appropriate invitations to hold a general assembly to elect the new Board of

Directors.

• Payment of Subscription Amount and FeesEach prospective lnvestor shall pay the entire Subscription Amount and the Subscription Fee by cheque

or bank transfer, in accordance with this Private Placement Memorandum, Subscription Agreement and

the bank transfer details mentioned below. At the time of submission of the Subscription Agreement,

BAYAN will receive from each prospective lnvestor the Subscription Fee.

Prospective lnvestors should ensure that the requisite Subscription Amount and Subscription Fee are

transferred in Kuwaiti Dinar by either: (i) cheque payable to Dar Al Dhabi Holding or (ii) wire transfer to

the following bank account:

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• Money LaunderingIt is a term of the Placement that the Company and Placement Manager are entitled to require, at their

absolute discretion, the verification of identity from any prospective lnvestor for New Shares including,

without limitation, any lnvestor who either (i) tenders payment drawn on an account in the name of a

person or persons other than the lnvestor or (ii) appears to the Company to be acting on behalf of some

other person. Pending the provision of satisfactory evidence to BAYAN as to the identity of the lnveshh

tor and/or any person on whose behalf the Investor appears to be acting, BAYAN may, at its absolute

discretion, retain the Subscription Agreement lodged by an applicant, and/or other remittance relating

thereto, and/or not enter the lnvestor on the register of members or issue any certificate in respect of

New Shares allotted to the applicant. BAYAN, DAD Holding, Placement Manager, and Placement Agent

shall have the right to release any information or data upon the request of the Central Bank of Kuwait,

any other juridical, and official investigative authority.

If verification of identity is required, this may result in a delay with an application relating to and/or

subsequent issue of New Shares there under. BAYAN reserves the right, at their absolute discretion, to

reject any Subscription Agreement and/or subsequent issue of New Shares there under in respect of

which BAYAN considers that, having requested verification of identity, they did not receive satisfactory

evidence of such identity by such time as may be specified in the request for verification of identity or,

in any event, within a reasonable period of time. In the event of a Subscription Agreement and/or subhh

sequent issue of New Shares there under being rejected in any such circumstances, BAYAN reserves

the right, at their absolute discretion, but shall have no obligation, to reject any Subscription Agreement

relating thereto (in which event the money payable or paid in respect of the application will be returned

(without profit share) to the account of the bank from which such sums were originally debited) and/or

to endeavor to procure other subscribers for the New Shares in question (but in each case, without

prejudice to any rights, the Company and Placement Manager may have to take proceedings to recover

in respect of loss or damage suffered or incurred by them as a result of the failure to produce satisfachh

tory evidence). Notwithstanding the foregoing, The Company reserves the right to request at any time,

prior to and following the allotment of the New Shares, an investor to provide all such information, as

BAYAN may reasonably require, complying with any "knowhyourhcustomer" obligations in any jurisdichh

tion which is binding upon them.

Neither The Company, nor any third party appointed as receiving agent, shall be responsible or liable for

any loss or damage (whether actual or alleged by the subscriber) arising from the election by The Comhh

pany, or any receiving agent, to treat a Subscription Agreement lodged by any applicant as invalid or to

terminate any such Subscription Agreement as a result of The Company or any third party appointed

by The Company as receiving agents not having received satisfactory evidence as to the identity of the

applicant within a reasonable period of time following the request for verification of identity.

• Acceptance and RejectionThe Company may accept, at their own discretion, an amount less than the subscription requested (or

reject a subscription in its entirety) and return payments as balance payments.

Each Subscription Agreement shall be deemed effective when it is accepted by BAYAN. Subject to the

foregoing, the lodging of the Subscription Agreement will constitute an irrevocable commitment by

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the investor to pay up in full the Subscription Amount and Subscription Fee due by its pursuant to the

Subscription Agreement. A photocopy of the executed Subscription Agreement will be returned to each

lnvestor as an acknowledgement of receipt. The Company shall retain the original in such manner as

they see fit from time to time.

The New Shares will be registered in the Shareholders' register of the Company, as soon as practicable,

in the name of the investors whose subscriptions are accepted and in respect of which the Subscriphh

tion Amount has been paid. BAYAN will retain the share certificates for safekeeping, unless otherwise

instructed by the Investors.

• Governing LawThis Placement and Subscription Agreement shall be governed by and construed in accordance with

the laws of the State of Kuwait. Each Investor, irrevocably and unconditionally, agrees to submit to the

jurisdiction of the courts of Kuwait in relation to any dispute arising under or related to their Subscriphh

tion Agreement.

The Memorandum of Association and Articles of the Company shall be governed by and construed in

accordance with the laws, rules and regulations in force in the State of Kuwait. Investors irrevocably and

unconditionally agree to submit to the jurisdiction of the courts of Kuwait.

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The Company: Dar Al Dhabi Holding• IncorporationThe Company is a Kuwaiti Shareholding Company (K.S.C.h Holding), established under Commercial Reghh

istration No. 103326 (issued on 20 September 2004). The company is allowed among its activities, to

acquire, invest, establish and lend other companies. The Company was established on the 30 of August

2004 as Al Sanabel Consultancy Co., a Kuwaiti Shareholding Closed Company (K.S.C.C). On 23 October

2005, the company changed its name to Al Petra Holding Co., and also on the same date, changed its

legal status to "Holding". On 17 December 2007, the Company changed its commercial name from Al

Petra Holding Co. to Dar Al Dhabi Holding Company.

On February 10th, 2008, the Company called for a Shareholders' general assembly meeting to approve

the following:

h Issue 990,000,000 New Shares resulting in a total of

1,000,000,000 shares. Subject to the successful closure of this

Placement and subsequent to the issuance of the New Shares,

the Company's paidhup capital will amount to KD 100,000,000.

Such paid up capital will be entirely Paid in cash and available for

use for the Company's activities. and;

h The initial objective of the Company is to invest 100% of its paid

up capital to undertake the purchase of Dar Al Dhabi Real Estate

Co. shares. The Company's ongoing objective is to identify and

invest in opportunities in UAE (and any other country as deemed

appropriate by the Board of Directors from time to time) through

the establishment or acquisition of subsidiaries in Kuwait and

UAE.

The Company will seek to list its shares on the KSE within a period of approximately 13 to 15 months

from the date of registration of Capital increase in the commercial registration file at the Ministry of

Commerce and Industry in Kuwait, and following the approval of KSE committee on the Company's listhh

ing request after it has met all the applicable requirements (legal, financial and administrative) as of the

date of submission.

• Board of DirectorsThe Company's Board will comprise of 7 Directors who will be elected, in compliance with the approhh

priate Kuwaiti law of corporations and in accordance with the Company’s Articles of Association, durhh

ing a General Assembly session held by the Company after the successful completion of the capital

increase.

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• Shari'ah ComplianceThe Company will be guided by Dr. Abdul Aziz Khalifa AlhQassar to ensure compliance with Islamic rules

and principles in carrying out its operations. The role of Dr. AlhQassar is to determine and apply Shari'ah

principles and provide advice as and when necessary or as issues develop with the Company while carhh

rying out its activities. Accordingly, all properties pertaining to the Company will be let out or sold out to

establishments that are in compliance with Shari'ah.

All bank accounts and deposits related to the Company will be made using Shari'ah compliant accounts,

where available.

The Project Company: Dar Al Dhabi Real Estate• IncorporationDAD RE is a Kuwaiti Shareholding Closed Company (K.S.C.C.) that has been established on 19 Novemhhber 2007, according to its authenticated Memorandum of Association, with a capital of KD 1,000,000. After the approval of the ordinary and extraordinary General Assembly meetings of DAD RE, and the confirmation from the Ministry of Commerce and Industry on 19 February 2008, the capital has been raised to KD 20,000,000 in order to increase DAD Holding’s ownership share in DAD RE.DAD RE is focused on trading (buying and selling) and developing its own and any other third party's real estate assets, within and outside the State of Kuwait.

In the ordinary course, the exposure of each Investor to the investment risks of the DAD RE will be limhhited to that amount invested in the Existing Shares and New Shares of DAD Holding, the capital of which will be used to fully Fund the investment in DAD RE. The capital of DAD RE will be utilized to undertake the development of the five plots.

Upon the successful closure of this Placement, the total paidhup capital of the DAD RE will be KD

100,000,000.

• Founding ShareholdersThe founding shareholders of DAD RE are:

1. Bonyan Real Estate Co. 51%.

2. Dar Al Dhabi Holding Co. 32%.

3. Bayan Investment Co. 15.5%.

4. AlhRoudatain for Petroleum and Electrical Services 0.5%.

5. AlhSafwa Consulting Co. 0.5%.

6. AlhDira AlhOula General Trading Contracting Co. 0.5%.

Upon the anticipated increase in the share capital of the Company resulting from the successful closure

of this entire Placement, all founding shareholders and the new shareholders will have owned DAD

Holding which fully owns 100% of DAD RE, according to the new investment structure. A change in the

size of the shares is anticipated, however Bayan and its subsidiaries will retain a 30% Stake in either

DAD Holding as DAD RE.

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• The Board of Directors Under the articles of association of the DAD RE, and consistent with the laws of Kuwait, DAD RE’s Board

will be authorized to manage the dayhtohday business of DAD RE development which has five members.

The following are the board members that are currently assigned to DAD RE:

Mr. Abdulwahab Fahad Al-AmeerChairman & Managing Director

Holder of a Bachelor degree in Architecture and Engineering Management from

University of Maryland at Rockville, U.S.A., 1997. Mr. AlhAmeer held many positions;

most important were Head of Projects Department at AlhDar National Real Estate

Co. (Capital Tower project), Project Manager / Senior Coordinator / Board Member at

United Real Estate Company (Water Front project h phase 5, AlhShaheed Tower, Saleh

Shehab Resort). In addition, Mr. AlhAmeer received several certificates in Project

Management. He also held board memberships in many real estate companies. Curhh

rently, Mr. AlhAmeer is the Vice Chairman and General Manager of Bonyan Real Estate

Company and Board Member of Gulf Holding Company.

Mr. Khalid Nasir Al-RoudhanVice Chairman

Holder of a Bachelor degree in Business Administration and Finance – Kuwait Unihh

versity, 2000. Mr. AlhRoudan held many positions, as he was the Founder / Project

Coordinator / Marketing & Sales Manager at MhNet for Automated Banking Services

(a subsidiary of Zain Telecommunications Co.), Financial Analyst at Kuwait & Middle

East Financial Investment Company, Founder of Wara IT Systems. In addition, Mr. Alh

Roudan attended different training courses and headed many committees & organihh

zations, besides his enrollment into various social activities. Currently, Mr. AlhRoudan

is holding the position of Manager Marketing & Sales Department at Bayan Investhh

ment Company and the Chairman of AlhNoor Holding Company.

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Mr. Hachem Mahmoud HachemBoard Member

Holder of a Master degree of Applied Science – Civil Engineer from University of Ottawa, Canada 1989, and a Bachelor degree of Applied Science – Civil Engineer Cohoperative Program, University of Ottawa, Canada 1986. Mr. Hachem held many positions, as he was a Senior Consulting Engineer at the Ministry of Education – Kuwait, Senior Project Manager at Kuwait University, Research Engineer at the Public Works and Governments Services h Canada, Project Engineer at Swissboring Overseas Corporation – Sultanate of Oman, Structural Engineer at Public Works Canada. In addition, Mr. Hachem attended many training courses in the area of his specialization, and was granted many awards and scholarships. Moreover, Mr. Hachem is a member of different engineering assohhciations and societies, and issued a number of publications and reports. Currently, Mr. Hachem is the Deputy General Manager of Bonyan Real Estate Company.

Mr. Khalid Ahmad Al-DhubaibBoard Member

Holder of a Commercial Diploma from the Public Department for Applied Education – Kuwait 2002. Mr. AlhDhubaib's experience varied, as he received some training at the Securities House Investment Company – Kuwait, held the position of Financial Consultant at the Gulf Insurance Company – Kuwait, and attended many training courses and programs relevant to his field of specialization, in addition to his memhhbership into few economic entities. Currently Mr. AlhDhubaib is holding a position of a Dealer – Local Investment Department at Bayan Investment Company.

Miss Noura Issa Al-GhamlasBoard Member

Holder of a Bachelor degree in Finance and Financial Institution, Kuwait University 2003. Miss AlhQimlas's experience varied, as she worked for the Finance Departhhment at the Ministry of Justice – Kuwait, as well as working in the Financial Analysis at Bayan Investment Company. Miss AlhQimlas attended many training courses relhhevant to her specialization, and is a member of few economic entities. Currently, Miss AlhQimlas is holding the position of Investment Operation Officer – Local Investment Department, at Bayan Investment Company.Based on DAD RE Articles of Association, all decisions pertaining to the activities of DAD RE will be at majority vote and according to applicable laws, rules & regulations and DAD RE's Articles of Association and procedures.

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• Marketing of DAD RE Products & ServicesAl Sanabel Real Estate Co. shall be the Company responsible for marketing and selling the products of

DAD RE within Kuwait and the UAE, in addition to the GCC countries (directly or through an appointed

agent) and the other external markets if the opportunity arises.

Al Sanabel Real Estate Co. is a subsidiary of BAYAN. It was established on 21 February 2006 and is spehh

cialized in trading (buying and selling) and managing real estate assets.

Realization of InvestmentDAD RE is anticipated to realize returns in the following ways:

h Selling or leasing Residential units.

h Selling or leasing Office space.

h Selling or leasing Commercial Retail space.

Investors are anticipated to realize their investment via listing of DAD RE shares on the KSE within a

targeted period of at least 3 years from the date of establishment of DAD RE and after meeting KSE's

conditions (legal, financial, administrative) at the time of submission.

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Overview of Najmat Abu Dhabi• Al Reem Island

h Al Reem Island is a natural island situated 300 m off the coast of

downtown Abu Dhabi, UAE.

h It is one of the 3 current investment zones available for foreigners.

h Being located very near the existing central business district has

created an attractive investment opportunity for international

investors.

h Spread across 6.5 million square meters, Al Reem has been

planned to accommodate around 180,000 inhabitants living

and working on the island.

h Water activities will form a major part of the island's lifestyle including

sailing, fishing, waterhskiing, snorkeling, scuba diving, and more.

h The island will be connected to downtown Abu Dhabi by a series

of bridges and a connection direct to the main Dubai Highway

across nearby Saadiyat Island.

h Abu Dhabi International Airport will be only 20 minutes away by road.

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• Master Developers at Al Reem IslandThere are 3 master developers working concurrently on Al Reem Island:

1. Tamouh Investments – the largest of the developers, has 60% of the ishh

land. Their Phase 1 flagship project is “Marina Square”, with additional

phases including “Marina Cove" and the "City of Lights" development.

2. Sorouh Real Estate – is a publicly listed company, developing 20% of

the island (NorthhWest Corner) in a development called "Shams Abu

Dhabi". The project will be a minihcity development and will feature

their landmark "Sky Tower".

3. Reem Investments – is developing the remaining 20% to the East of

the island and is not developing land directly; rather, it has concentrathh

ed on selling off individual land plots and providing the infrastructure.

• The New Master Plan at Al Reem IslandAs of 25 October 2007, plots are virtually sold out from the master developers on Al Reem Island in the

primary market. Demand is still very high, which is reflected in the increase in GFA pricing for secondary

market plots.

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Due to a variety of factors, which include Abu Dhabi Municipality, Civil Defense, and the Aviation Authorhh

ity regulations, Al Reem Island has been rezoned and the proportion of Residential, Commercial and

Retail space has been adjusted.

The major alteration has seen a reduction in the amount of commercial property zoned for development.

The immediate result of these changes has been an increase in demand for the available commercial

zoned land. For example, a floor of commercial space in Addax Port could be purchased in February

2007 for AED 1,100 per square foot and during CityscapehDubai, in October 2007, a similar floor sold

for over AED 2,000 per square feet. New projects, such as TAMEER and DAMAC, have been launched in

excess of AED 2,000 per square foot for residential, and upwards of AED 2,500 for Offices/Commercial

space. This reflects the increase in demand on Al Reem Island from local and international investors.

The general feedback from the investor/endhuser community to the new master plan has been exhh

tremely positive. The increase in green areas and decrease in amount of traffic, noise and other factors

has insured an enhanced desirability to reside or work on Al Reem Island.

The increase in exposure, created by Saadiyat Island, positioned as the cultural center of Abu Dhabi, has

also provided Al Reem with marketing leverage.

• Najmat Abu Dhabi Master Plan

At the heart of the cosmopolitan capital and economic powerhouse of the oil rich United Arab Emirates lays Najmat, The Star of Abu Dhabi. Occupying the prime seafront on Reem Island just 300 meters from

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the city centre, this extraordinary "dress circle" development enjoys spectacular views of Abu Dhabi and the Arabian Gulf.

The entire project has been meticulously and aesthetically master planned by renowned international architects, townhplanners and designers, with due respect for the environment. The result is a "total community" with an incomparable level of luxury, balance, harmony, amenity and stability. Investors are presented with an exciting range of seafront plot options, from office and residential to hospitality and retail. The number of Marinas in the Najmat area has been decreased to one. The main Marina is in the first phase of Najmat and is next to the project plots. Except of the plot allotted for the shopping mall, the Iconic towers of plot 22, after the rehplanning exercises of Al Reem Island, will be the largest single plot within Najmat Abu Dhabi. Also plot 22 shall have the largest commercial tower within Najmat Abu Dhabi development.

• Project OverviewThe project consists of developing five plots No. (10, 11, 12, 14 & 22) located on Al Reem Island within

Najmat Abu Dhabi Project.

Situated in the heart of the Al Reem Island, these developments will have a unique, contemporary archihh

tecture. Najmat Abu Dhabi commands a prime seafront position on Al Reem Island, conveniently located

a short distance from the city center. It is situated close to the Downtown area while still providing an

island lifestyle with its idyllic seafront location.

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h City center is located just 300m from Najmat Abu Dhabi.

h 20 minutes from Abu Dhabi International Airport.

h Easy access to nearby regional cities.

h Provides a convenient shortcut to Dubai.

h A high level of personal safety.

With a total plot area of 46,402 square meters (499,475 square feet), the plots shall be developed into

six towers, four residential and two commercial offices, of which two are iconic towers.

• Size of the PlotsThe table below illustrates the size of the plots

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• Location & Characteristics of the Plots The project is located at the south west corner of Al Reem Island and to the east of the main marina

of the Najmat Abu Dhabi Project. The plots are strategically situated and have views of the entire Abu

Dhabi Corniche.

• Development ComponentsThe Development Phase entails the development of over 451,400 m2 of GFA, broken down as shown

in the following table:

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• Target MarketThe primary segment targeted will be middle to upper income Emirates, GCC residents and expatriates,

both living and working abroad as well as in UAE. Being part of Najmat Abu Dhabi and the availability of

differenth sized apartments further broadens the potential market segment targeted.

• Projected Financial StatementsIt should be noted that the projected financial statements set out herein are subject to a number of fachh

tors, a change in any of which could affect the financial situation of the DAD RE. Additionally, the ability

of the DAD RE to achieve the results will be dependent upon market conditions and a number of other

factors, many of which will be beyond the control of DAD RE and DAD Holding /or BAYAN.

• General AssumptionsThe following general assumptions have been put in place for the financial analysis:

h The development of the plots will commence in the 2nd quarter of

2008 and may extend to the beginning of the 2nd quarter.

h The offhplan sales activities will commence in the 2nd quarter of 2008.

h Target completion will be in 2010 & 2011 for nonhiconic and iconic towhh

ers respectively.

h The residential and commercial components will be sold offhplan durhh

ing the development period.

h Building Efficiency: Residential 86%, Office 86%, Retail 80%.

h Fixed financing cost at 8% approximately per annum over the develophh

ment period.

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• Cost Assumptions

Land CostThe land purchase price average rate is 449.5 AED/ft2 (GFA) for all plots. The payment terms are as follows:

Marketing and Selling CostMarketing and Selling expenses for the sale of all units are projected to be 4.5% of the total sale value

and includes: sales commissions, marketing and advertising expenses.

Architectural and Engineering FeeA total of 10% of construction costs has been assumed to account for professional fees which include:

Design, Supervision, Project Management and Construction Management.

Construction CostThe following table lists the construction cost rates per GFA that was assumed for the development

which includes landscaping and shoring works and a 10% Construction Contingency:

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Parking Construction is over and above the cost rates presented in the aforementioned table. Parking

Construction cost rate is assumed at 251 AED/ft2.

Based on the maximum 4hyears development period and with construction activities starting in the third

quarter of 2008, the following allocation of the construction costs has been utilized for the proposed

development:

• Revenue Assumptions

OffhPlan SalesThe development will be sold offhplan based on the following proposed sale price rates:

A price rate escalation of 5% is assumed to apply from phase 2 onward.

Sale Absorption RateThe following sale absorption rate has been assumed for the project:

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Payment PlansThe following payment plan has been assumed for the sale of the project on Plots 10, 11, 12, &14 (Non Iconic):

The following payment plan has been assumed for the sale of the project on Plot 22 (Iconic):

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• Revenue & Cost Statement

• Cash FlowsThe proposed development has the following projected cash flow.

The expected IRR is 22%

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UAE Economic Analysis• OverviewThe United Arab Emirates (also the UAE or the Emirates) is a Middle Eastern country situated in the

southeast of the Arabian Peninsula in Southwest Asia on the Arabian Gulf, and comprising seven emirhh

ates: Abu Dhabi, Ajman, Dubai, Fujairah, Ras Al Khaimah, Sharjah, and Umm AlhQuwain. Before 1971,

they were known as the Trucial States, in reference to a nineteenthhcentury truce between Britain and

several Arab Sheikhs. Established as the UAE on December 2nd, 1971, the country covers an area of

30,000 square miles, and its climate is hot and humid due to its arid desert environment and proximity

to the Gulf. It borders with Oman and Saudi Arabia.

• PopulationThe population of the UAE is growing rapidly. The inflow of expatriates looking to take advantage from the growing economy has increased tremendously in the last 10 years. The following chart shows the population growth at a Compounded Annual Growth Rate (CAGR) of 5.3% between 1990 and 2005.

1.89

5 2.41

1 3.24

7

4.10

5

(Ref. E&Y / CAPM Market Study Report, October 2007)

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The high population growth rate is expected to continue due to the increasing need for expatriate labor

that arises from economic growth and the government's incentives for increasing the national populahh

tion of the UAE.

• Structure of the EconomyThe UAE has one of the fastest growing economies in the world. This growth has many advantages such

as higher volume of trade, more opportunities for business and increased revenue for the Government.

As a result, the UAE now stands amongst the highest per capita incomes in the world and in the region.

According to the CIA World Fact Book, the UAE has the 4th highest GDP per capita in the world. In recent

years, the UAE's development strategy has called for diversification and promotion of the nonhoil sechh

tor. In order to build a healthy economy and reduce its dependence on the oil industry, the federal and

local governments are trying to upgrade the nonhoil industries by increasing the volume of investment

in these industries, making use of crude oil revenue as a funding source. Within the nonhoil sector, the

government has assigned a special priority to the computer hardware and software industry. The tourhh

ism sector has also been receiving substantial financial support. As a result, the UAE has already experihh

enced a significant success in its strategy. Whilst oil revenues continue to dominate the UAE's economy,

the share of the nonhoil sector has increased and now forms more than 70% of the total GDP. The UAE

government has also taken several important steps to strengthen the private sector and attract foreign

investments to the country. These steps have paid off and the share of the private sector's contribution

to the UAE's economy is expected to increase considerably over the next few years.

The major risk to the UAE macroeconomic stability in the medium term is the threat of overheating and

inflation. The International Monetary Fund reported that the inflation rates in the UAE reached 7.7% during

2006. One of the main reasons for high inflation is high rentals. However, the rent caps imposed in Dubai

and Abu Dhabi should help in controlling the inflation and therefore the inflation is expected to slow down

in the short to medium term. The UAE has been a regional leader in attracting foreign investment and

promoting the private sector, and the governments of the individual emirates have played a dominant role

in the economic development of their regions. The following graph shows that UAE has been the highest

recipient of Foreign Direct Investment (FDI) Inflows among the GCC countries over the last few years.

(Ref. E&Y / CAPM Market Study Report, October 2007)

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Dubai's policy of allowing 100% foreign ownership in real estate has resulted in a construction and

foreign investment boom. Dubai's success has encouraged other emirates to rehexamine their foreign

ownership restrictions. Abu Dhabi has also allowed freehold ownership of properties, with other Emirhh

ates also evaluating the implementation of freehold property laws.

• Country Risk ProfileDespite the MiddlehEast being susceptible to instability and the existence of various geohpolitical probhh

lems in recent times, the UAE itself is one of the most stable countries in the region. The stable political

and business environments provided by the country have led it to become a major business center in

the region.

In comparison, the UAE has negligible risk intensity as compared to other countries in the region, all of

which have moderate risk ratings, thereby making it an ideal environment for business. Further, except

for legal risk, the UAE compares well with the developed countries, which are generally perceived as

being very stable such as Canada, Switzerland and the UK.

The following table shows detailed ranking of the risk profile of the UAE, other GCC countries and select

developed countries in Europe and North America.

N=Negligible, L=Low, M=Medium. Rating is based on a scale of 1h5 where 1=negligible risk and 5=high risk.

(Ref. E&Y / CAPM Market Study Report, October 2007)

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Overview of Real Estate Market in the UAEThe real estate market in the GCC countries has been undergoing a boom during the last few years,

which has been accompanied by changes in the market structure. This has been translated to signifihh

cant growth in demand and supply for real estate properties. The factors which have contributed to

this growth include development and introduction of new products, changes in laws and regulations,

inflow of investments to the region, high oil prices and high revenues, which led to more liquidity in the

market.

Further, despite the government efforts to develop the real estate sector and the growth in the private

sector's contribution in the real estate sector, which has increased the supply of real estate properties

significantly, the explosive growth in demand has thus far outpaced the growth in supply.

In the nonhoil segment, real estate and construction activities and ownership of dwellings is a key conhh

stituent of the economy and GDP of all the GCC countries. The contribution of real estate and construchh

tion sectors to GDP is quite significant and averages around 6.1% across the region. This contribution is

expected to increase even more in the future. Within the GCC countries, the UAE in general, and Dubai

in particular, have been the leaders with the real estate projects, exceeding the total number of projects

in other GCC countries in their size.

In 2005, the UAE has dominated the Gulf construction sector with AED 130.6 billion (US$35.42 billion)

worth of projects under construction, accounting for 63.7 % of the total value of projects under conhh

struction in the GCC states.

Much of the success of the real estate sector is attributable to new property laws that allow the purchase

of land and property for nationals, and grant varying degrees of property rights to nonhnationals.

The UAE real estate sector saw unprecedented growth in the 1990s, attracting most of the liquidity in

the market. This marked a big change in the market, especially in Dubai, where previously all the public

sector investments had been directed to infrastructure and the private sector investments had been

highly fragmented without focus on any specific market niche. In the recent years, investment in the real

estate sector has become more attractive as a result of government initiatives to develop the sector,

lower interest rates and the increase in demand, deregulations and the lack of other investment opporhh

tunities providing the same level of return.

The UAE is among the most competitive countries in the world and a haven for businesses, as highhh

lighted by the Global Competitive Report 2005h06 issued by the World Economic Forum. Restrictions

on foreign investment in the country are getting progressively relaxed with the expansion of free zones.

This change in property laws allowing foreign ownership of real estate in emirates – and in particular in

Dubai h has led other emirates in opening its real estate sector and in particular Abu Dhabi, Sharjah and

Ras Al Khaimah.

The real estate sector has undergone a major change in 2003, when the Emirate of Dubai allowed expahh

triates to buy property on leasehold, and in some areas, freehold basis. Most of the major projects were

initiated in the last three years, which implies that there are a number of large projects to be delivered

in the medium term. Conversely, there is a shortage of low income housing in the UAE.

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This trend is expected to continue in the next few years, as the land prices have gone up drastically, makhh

ing it difficult for private developers to generate reasonable return in this market niche. Unlike Dubai,

Abu Dhabi's residential market remained a laggard for a long time in terms of activity, due to the governhh

ment enforced restrictions on sale of properties. However, those restrictions have undergone a change

in 2003, triggering major change in the market. Currently, the supply deficit in Abu Dhabi is providing

huge opportunities for developers. Going forward, it is expected that continuously growing demand

would require major growth in supply, which implies that real estate developers will be able to continue

generating premium returns.

• Demand DriversThe detailed overview of real estate demand drivers are given in the following paragraphs:

High Population GrowthDue to the rapid growth rate of expatriate population, the demand for housing and commercial units

is expected to increase.

Young DemographyIt is evident from the figure below that the UAE population has a young profile, with 80% of the populahh

tion less than 40 years old and 25% of the total population under 14 years of age. This young populahh

tion provides an opportunity for real estate demand, as the young population would require additional

housing units and commercial space in the future.

High per Capita IncomeThe UAE ranks as the second highest per capita in the GCC, after the State of Qatar, with a per capita

income of US $35,067 in 2004.

Political StabilityThe UAE continues to enjoy a stable and safe political environment. Such stable environment has enhh

couraged and is expected to encourage investors to tap into the UAE real estate market.

Regulatory ChangesIn the UAE, the rapid pace of growth in the real estate sector and emerging market opportunity has

prompted the government to take measures for organizing, regulating and systemizing the activity

within the sector. These measures are contributing to the growth of the real estate sector. The most

significant changes are the new laws that allowed property ownership for UAE nationals as well as

expatriates in certain designated areas.

Government Support to the Real Estate Sector

In the UAE, and the GCC region as a whole, the government has been offering financial support and

facilitating procedures for real estate developers and investors. These measures reflect opportunities

for investors looking to provide housing units and hospitality facilities.

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High Rents

As the housing demand is growing in the UAE and the GCC region, these two markets are experiencing a

significant price hike in housing rents. This will allow developers and land lords to maintain premium returns.

Availability of Financing Channels

A major contributor to the wellhbeing of the UAE real estate market is the availability of sufficient financhh

ing mechanisms to meet the increased demand for funds. This would also be a result of the estimated

growth in the population, increasing demand for housing and the current housing shortages.

Increased Liquidity

Apart from the population growth and demographic mix, increased liquidity and financing channels, the

repatriations of funds has also added stimulus to the property market. Following the implementation of

a number of economic reforms, including the foreign investment law and the changing political climate

post 9/11, the investment climate in the UAE has improved. UAE Nationals have begun repatriating

funds from Western markets, especially the US.

Increasing Involvement by the Private Sector

The government of the UAE is encouraging private sector involvement in the real estate industry and

major projects are being developed. Private investors have taken the government's lead and now achh

count for a large portion of the planned property development.

Performance of Stock Market

The stock market prices in the GCC region have been falling in the last few months and the market is gohh

ing through a phase of correction and instability. As investors lose their confidence in the stock market,

real estate investments seem more appealing. As a result, demand for real estate investments increases

with the growing concerns over the stock market instability.

Economic Diversification

The government's continuous efforts to diversify and open up the economy have been focused on

changing its trends, from being dependent mainly on oil revenues to other sectors such as tourism and

real estate. Although oil remains an important factor in the UAE economy, its relative share is gradually

declining. Trade, finance, and utilities were the fastest growing sectors in this period (2003, 2004 and

2005) and registered an annual average growth rate of 15%, 12% and 10% respectively.

Tourism GrowthThe UAE tourism industry is the second largest tourism market in the region following Egypt. The UAE

attracts business travelers and leisure tourists globally. The tourism sector has experienced massive

growth and accounts for 10% of the total GDP and 30% of all investments. The tourism sector is receiving

financial support from the government in an effort to diversify the economy. With new tourism related

projects in the pipeline, the tourism sector in the UAE is expected to grow even further. This growth

presents an opportunity for real estate developers to benefit from the market growth and invest in

tourism related projects.

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Cross Market OpportunitiesDevelopers from within the region are able to have the opportunity to raise funds from more than one

source and therefore not limit themselves with the local market. In addition, this will also give them the

chance to obtain lower interest rates depending on the interest rate of that market.

Improvement in Living StandardWith the UAE economy undergoing substantial economic growth, reform and an emerging role for the

private sector, an improvement in the standard of living for UAE Nationals has taken shape. As more

individuals gain a stronger economic position, the demand for housing grows further.

• Tax Free EnvironmentThe fact that the UAE is a Tax Free country makes it more tempting for investors to consider investing

in such environment,

Abu DhabiWith current residential occupancy levels reaching more than 90%, and hotel occupancy reaching 85%,

the residential and tourism sectors are likely to witness the major share of this investment. There is a

clear convergence between the government's vision and the private sector, with government focus on

involving the private sector in the development of this sector. Residential and tourism property projects,

unveiled in Abu Dhabi during 2005 and the first half of 2006, exceeded expectations. The investment

in few major projects in Abu Dhabi is expected to exceed AED 500 billion (US$ 136.5 billion). The Abu

Dhabi government is keen on increasing the role of the private sector in the economy through many

projects, using the publichprivate partnership model. A recent development was the establishment of

the Tourism Development & Investment Company (TDIC) in 2005, which is a wholly owned subsidiary

of Abu Dhabi Tourism Authority (ADTA). TDIC will spearhead the development of the emirate's tourism

and real estate assets, in particular its flagship, Saadiyat Island project. Major development parcels are

being offered on this key offshore island development to UAE and Gulf investors on a freehold basis,

in accordance with the new property law of 2005 that allowed for the extension of leasehold property

rights to nonhnationals in designated investment areas, whereas nonhGCC investors are being offered

99 year leases or 50 year renewable leases.

• Factors influencing the growth in the real estate sector in Abu DhabiOwnership Structure for Key IndustriesThe UAE’s Commercial Company Law limiting foreign ownership to a maximum of 49% is arguably the

most frequently cited corporate regulation that reflects particularly negatively on Abu Dhabi, due to the

presence of large freehzones allowing complete ownership in other emirates. However, recently, Abu

Dhabi has embarked on a strategy of liberalization to adopt some progressive ownership structures in

the region in key industries, particularly in the oil and power sectors.

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PrivatizationAs part of the program, a number of Independent Water and Power Producers (IWPPs) have been eshh

tablished on a Build, Own, and Operate (BOO) basis as joint ventures between Abu Dhabi Water and

Electricity Authority (ADWEA) and various international companies.

Ownership of other PropertiesPrior to passing of the property law in 2005, the ownership of property in Abu Dhabi rested with the

Ruler of the Emirate and all construction was conducted by specialized government agencies. However,

the liberalization of ownership raises the participation of the private sector in the development of the

Emirate.

Rent CapsIn addition to relaxing ownership rules, the government is continuing to update various facets of the

legal structure to ensure stable growth. A key example in this regard is the recently enforced 7% annual

rent cap on residential and commercial property in Abu Dhabi.

Developed InfrastructureThe government is currently renovating all facets of the existing infrastructure. Efforts being made in

this regard can be divided into three categories, namely expenditure for enhancing productive capacity,

upgrading the logistical network and developing specific infrastructure requirements.

Focus on Developing Air Travel Facilities and Road NetworkThe ongoing logistics and air travelhrelated developments in Abu Dhabi are primarily aimed at facilitathh

ing the arrival of visitors and new entrants in the Emirate, while simultaneously ensuring that the associhh

ated rise in population does not lead to a problem of congestion similar to that witnessed in Dubai.

New Airline Launched in 2003Abu Dhabi launched a new multihbillion dollar airline in 2003. Titled Etihad Airways, the airline is curhh

rently offering very attractivelyhpriced travel options to build its customer base. However, with the pashh

sage of time, the company is expected to firmly position itself at the higher end of the market, inline with

the tourism market being targeted by Abu Dhabi. The airline has been undergoing rapid expansion from

the very beginning. It placed one of the largest orders ever of US$ 8 billion for 29 new airplanes at the

Farnborough air show.

Twohphased AED 25 Billion Project to Redevelop AirportAbu Dhabi has also embarked on an aggressive redevelopment of its international airport. The AED 25

billion (US$ 6.8 billion) project is divided into two broad phases, with the first phase involving develophh

ment of new terminals and the second witnessing the construction of a totally new airport. The new

Midfield Terminal Complex is expected to be completed by 2010, with an initial capacity of 20 million

passengers per annum, with further expansions leading to an ultimate level of 40 million passengers

per annum.

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Abu Dhabi Ranked as the most Attractive Destination in the UAE for IT CompaniesWhile the government has announced its intention of primarily targeting heavy industries, it also inhh

tends to develop other sectors in the Emirate. This is demonstrated by the inclusion of industries such

as highhtechnology in ICAD. In fact, a recent study by ITQAN Management Consultancy ranks Abu Dhabi

as the most attractive destination for IT companies and accounted for 47% of the country's total IT

spending in 2005.

Developing the Healthcare SectorThe healthcare sector represents another important example in this regard, with 2006 witnessing the opening of the Imperial College London Diabetes Center. Owned by Mubadala Development Company, the facility is managed by the Imperial College London, and expected to become a leading diabetes

resource in the region.

Upgrading Educational Facilities in the EmirateThe government of Abu Dhabi is also attempting to upgrade the educational facilities in the Emirate.

Accordingly, an agreement was signed with the prestigious Sorbonne University, whereby the latter

established a campus in the Emirate. The university opened in October 2006 and is expected to enroll

1,500 students within three years.

Projects Worth over US$ 126 Billion Announced Since 2004Residential and tourism development form an integral part of the government's plan to reduce the

dependence of Abu Dhabi's economy on revenues from the oil and gas sector. This led to the announcehh

ment of a number of largehscale projects in the Emirate, estimated at a total value over US$ 126 billion,

scheduled to be developed over the next 10h15 years. In addition to serving the anticipated rise in resihh

dential demand resulting from increased industrial and commercial activity in Abu Dhabi, the scale of

these projects is expected to add substantial value to the Emirate's economy.

Government Aims to Preserve the Cultural Heritage of Abu DhabiIt is interesting to note that while Abu Dhabi has acknowledged the need to attract foreigners to prohh

mote economic development, the government has clarified its intention of preserving the Emirate's culhh

tural heritage. Resultantly, most new projects are separated from the existing residential center, either

by distance or in the form of island based developments. Moreover, all largehscale developments have

been designed as selfhcontained cities featuring both residential and commercial facilities.

Household IncomeHigh levels of inflation have resulted in a significant drop in average disposable income. Rents in 2005

in the UAE were on average 26% higher than the previous year, but average salaries rose by only 1.5%

in the private sector, 2% for multihnational and 0.8% in local companies in the same period. The result

was a substantial shortfall in most employees' disposable income. The substantial fall in net disposable

income may have repercussions for the rest of the economy. There is likely to be increased turnover in

the job market, particularly at the senior level where candidates are more mobile. The sharp increase in

rents has forced many people to take loans or delay their repayments in order to deal with the rent hike

and this may lead to increasing default rates for the banking sector in the future. On the savings front,

European expatriates save up to 40% of their earnings while a national household saves about 30% of

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their monthly earnings. The pressure to save increased in recent years with the extraordinary hike in

the rents across the country. These factors caused disposable incomes to shrink considerably, which afhh

fected most the lower and middlehincome groups, who make up the majority of households in the UAE.

The following chart shows the breakdown of household incomes by income groups.

(Ref. E&Y / CAPM Market Study Report, October 2007)

Consumer DemandPer capita GDP of UAE residents exceeded US$ 32,000 in 2006. The rapid growth in disposable income

has strengthened the consumer demand. The popularity of Dubai as a tourism destination for Middle

Eastern countries and an attractive shopping center for the Gulf region have also added to the strength

of consumer demand.

Private sectorhconsumption grew more than 55% during the year 2001 to 2004, as disposable income

grew by an annual average rate of 13%. With the ongoing emphasis that the UAE places on economic

diversification and the promotion of its nonhoil economic activity, private consumption is playing an even

more significant role in the economy. However, it must be noted that the private sectorhconsumption is

largely accounted for by the imports consumption. The UAE Dirham is pegged to the US dollar, which has

depreciated by about 30% over the last two years against other currencies like the Euro, which account

for a significant portion of the imports. Taking this into account, the effective increase in consumption

would probably be a little less, at about 10% per annum. The demand for consumer goods has received

a boost in the past five years because of the rapid increase in tourist arrivals and the growth of disposhh

able income. The UAE has invested heavily in tourism and has seen surging growth in the past three

years, particularly in interhregional tourist arrivals. One sign of strong consumer demand is the sharp

growth of imported goods. Between 2001 and 2005, the volume of imports rose at a CAGR of 25%.

Consumer SpendingThe UAE population has been steadily increasing, resulting in increased sales across all commodities.

Although expenditure on food and nonalcoholic beverages increased over the review period, by 2005 it

accounted for just 12% of total spending compared to 17% in 1995. Housing is another major area of conhh

sumer expenditure. Rents have increased dramatically, with an approximate 25h30% hike every year. This

increase has imposed a heavy burden on the consumer budget and reduced disposable income. Other

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categories that are major expenditures avenues for UAE consumers are clothing and footwear, which achh

counted for around 12% of total expenditure in 2005, hotels and catering (13%), leisure and recreation

(10%), followed by household goods and services (7%). The following table presents the list of major conhh

sumption items for the UAE, and the proportion of consumption for each from 1995 to 2005.

(Ref. E&Y / CAPM Market Study Report, October 2007)

Labor MarketFor decades, the GCC countries have built themselves up using a combination of abundant capital and

cheap labor. Due to their relatively small population bases and large oil revenues, importing workers

from poor neighboring countries has been easy. Since the 1960s, each decade has seen a large rise in

the numbers of expatriates in the GCC countries. Proportions vary between the various countries, but

the numbers are relatively higher in the UAE, where expatriates account for around 80% of the populahh

tion and over 90% of the workforce.

• Demand & Supply activity in Abu DhabiThere is already over US$ 350 billion worth of investment and infrastructure planned for the capital, and

with the ADTA, the TDIC and Etihad Airways all positioning the emirate as a leading tourism destination

and business hub, Abu Dhabi is set to transform itself from an unassuming quiet achiever into a regional

shining light.

In 2005, the emirate had approximately 1,000,000 visitors, which is expected to grow to over 3,000,000

by 2015. At the same time, the number of hotel rooms in the city will grow from 8,000 to over 25,000.

Etihad Airways is also undergoing a rapid expansion with new routes and aircrafts, and the Abu Dhabi

International Airport expanding to cater for all this growth.

The effect of all the above on the local real estate market will almost certainly be positive. Increasing

population growth and tourism will push up rents on both residential and commercial properties. As

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rents increase, so too will the demand to purchase property in the capital, and with only limited projects

due for completion before 2009, the premium on what little supply that exists should be considerable.

Abu Dhabi therefore represents an ideal opportunity for property investors to enter an emerging marhh

ket with incredibly strong investment fundamentals. For any investors who missed out on the property

boom of Dubai, it represents a second chance at entering a rapidly expanding property market on the

ground floor. Alternatively, for investors who did profit from Dubai's success, they now have an opportuhh

nity to grow their real estate investment in the region without becoming overhexposed to a single city.

The fundamentals behind the two property markets differ sufficiently to provide a hedge strategy for

investors.

• Overview of Al Reem Island DevelopmentAl Reem Island is located on the North Eastern side of Abu Dhabi Island and was formerly known as Abu

Shuoom. It is approximately 6.5 million square meter of land and is currently developed as a residenhh

tial, commercial, retail, hospitality and business development. The island is approximately 20 minutes

drive from Abu Dhabi airport and 15 minutes from Abu Dhabi Cornish. The Island is facing the famous

Abu Dhabi Mall.

Al Reem Island, which is 300 meters offshore Abu Dhabi city, is considered the first project of its kind

in the region to be executed on a natural island. Initially, the Island was announced to be connected

by four proposed bridges to the main land. However, according to latest information available and

based on the revised master plan, the island will be connected to the main land by a minimum of eight

bridges.

The three master developers involved in the development of Al Reem Island are as follows:

h Tamouh Investments, which owns 60% of Al Reem Island development project having

Marina Square as its flagship project.

h Sorouh Real Estate, a PJSC established in 2005, is developing almost 20% of the

island project. Sorouh project is called Shams Abu Dhabi and;

h Al Reem Investments, which is developing the remaining 20% of the project. Reem

Investments project is called Najmat Abu Dhabi.

• LocationAl Reem Island is the largest undeveloped land between the city of Abu Dhabi and Saadiyat Island. The

island has a net area of 6.5 million square meters and is between Abu Dhabi City and a smaller island

called the Navy Island. West of the Reem Island are the major landmarks of the city of Abu Dhabi, which

include the Abu Dhabi Mall, Beach Rotana Hotel, Le Meridian Hotel and Abu Dhabi Tourist Club.

Initially, the island was projected to accommodate an estimated 350,000 residents, which was rehh

duced to 280,000 in 2006. However, according to the latest information available and based on the

revised Master plan, the island is expected to accommodate an estimated 180,000 to 280,000 resihh

dents. Moreover, the small island between Al Reem Island and the main Abu Dhabi Island, which is

also known as Navy Island and was initially part of the Tamouh Development, will be independently

developed as the new Central Business District of Abu Dhabi and will accommodate the Abu Dhabi

Securities Market.

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The main reasons quoted for change in the Master Plan is to provide for an island with an environhh

mentallyhfriendly lifestyle without drastically affecting the natural habitat of the island and to minimize

traffic congestions as faced by most of the developments in Dubai.

Al Reem Island will include important amenities like schools, medical clinics, shopping malls, restauhh

rants, a golf course, art galleries, recreational centers, hotels, resorts, spas, gardens, and beaches as

well as commercial properties. Property available on Al Reem Island will be on an extendable 99 year

leasehold basis. However, according to the latest information available, and as quoted in a number of

newspapers, property available on Al Reem Island will be available for both UAE National and expatrihh

ates on freehold basis.

• Master Developers' ProfileThere are 3 master developers working concurrently on Al Reem Island are:

1. Tamouh Investments – the largest of the developers, has 60% of the island.

Their Phase 1 flagship project is “Marina Square” with additional phases inhh

cluding “Marina Cove” and the “City of Lights” development.

Description:h "Marina Square" will consist of a mixed development project with a total

land area of 50 acres and is expected to accommodate approximately

10,000 residents. This AED 5 billion project will consist of 17 towers

comprising 2,880 units.

h "City of Lights" is another project on the waterfront. The development

will span 101 acres of land. This landmark development will include

commercial, residential, hotels and offices; it will also be surrounded

by the natural sea view and the marina. The project will consist of 4

residential towers of almost 2,700 flats, a commercial tower, and a

140,000 m2 mall.

Update: (Updated GFA Land Analysis Report by Pure RE, February 2008)h Prices for the “Marina Square” development, which were sold on a

turnkey basis of land and construction, ranged from AED 800 to AED

900 per ft2 GFA for turnkey (land and construction).

h All Tamouh plots have sold out, with the last plot under negotiation for

AED 950 per ft2 on GFA basis, including the land value and construchh

tion costs.

h The Eshraq Development in Plot 2 (“Marina Rise”) is sold out in the prihh

mary market, with plots selling for AED 260 to AED 280 per ft2. These

plots do not have good views as Marina Square of Najmat Plots due to

the density and height of developments in the new business district

area on Al Suwwah Island.

h Tamouh has a policy of staggering the sale of their product over a long

period due to the fact that they own 60% of the island.

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2. Sorouh Real Estate – is a publicly listed company developing 20% of the island

(NorthhWest Corner) in a development called “Shams Abu Dhabi”. This will be

a minihcity development and will feature their landmark “Sky Tower”.

Description:h "Shams Abu Dhabi" project is estimated at AED 25 billion, occupying

14.2 million square feet and will house around 100,000 residents.

h “Shams Abu Dhabi” will be a mixedhuse development including resihh

dential, office, retail and entertainment space, built over 7.67 million

square meters, including a central park of 1 million square meters.

h 100 towers will accommodate 22,000 residential units and will be carried

out in phases. The entire project is expected to be concluded in 2011.

Update: (Updated GFA Land Analysis Report by Pure RE, February 2008)h All “Shams Abu Dhabi” plots have been sold out in the primary market.

The only availability for towers is through secondary markets and aphh

plies to residential units only.

h There is no availability for commercial towers on “Shams Abu Dhabi”.

h Available secondary market residential plots currently range from AED

260 to AED 300 per ft2.

h There are examples of Sorouh plots that were available in the secondhh

ary market and which were bought by investors whose strategy was

to place the plots back on the market immediately after the primary

market was closed. The margins on these plots exceed 25%.

3. Reem Investments – is developing the remaining 20% to the East of the island.

The company is not developing the land itself, but instead has concentrated on

selling off individual land plots and providing the infrastructure.

h "Najmat Abu Dhabi" is an AED 30 billion project spread across 6.5 milhh

lion square meters of Al Reem Island, with a development area of 1.6

million square meters that will house 80,000 residents and has aphh

proximately 9km of waterfront walkways. 55% of the lands will be dedihh

cated to open spaces, parks and playgrounds.

h Reem Investments only sells land plots to avoid competing with develhh

opers on Al Reem Island.

h The number of marinas in the Najmat Abu Dhabi area has been dehh

creased to one main marina located next to the project's plots.

h Najmat was the last of the three master developers to start selling plots

on Al Reem Island.

h Except of the plot allotted for the shopping mall, the iconic towers plot

22 will be the largest single plot within Najmat Abu Dhabi.

h Plot 22 has the largest commercial tower within Najmat Abu Dhabi.

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Status of Infrastructure Development on Al Reem IslandThe design of the infrastructure of Al Reem Island is almost complete and the construction of the entire

regional network of roads and bridges has commenced in June 2007. The first phase of the project will

be delivered in 18 months, with the entire infrastructure being completed by 2009.

The designs of the roads, bridges and utilities as well as the links with Abu Dhabi Island are already at

an advanced stage in Al Reem Island. The permanent road system is going to be unique, with minimal,

modern traffic lights that will ensure a smooth flow of traffic.

Furthermore, a project consisting of two seawalls and a marina along the island parameters on “Shams

Abu Dhabi” has been awarded to a foreign contractor. Construction began on July 2007 and will be

completed in 300 days.

Potential Conflicts of InterestBAYAN, its affiliates and employees will have various and integrated interests, and will serve in difhh

ferent capacities with regards to the Company and Dar Al Dhabi Real Estate including: direct and

indirect shareholding, directorship of the Company and/or Dar Al Dhabi Real Estate, providing certain

advisory services etc. The terms and conditions under which BAYAN and its affiliates will provide such

services have been unilaterally established by BAYAN and shall be accepted as such from the beginhh

ning by the Investor and will agree to deal with the potential conflicts of interest.

BAYAN may undertake other independent or related projects in UAE which may be in direct competihh

tion with the DAD Real Estate developments and projects. This will only intensify the quality of service

and peak performance of the Company, to which the Investor fully agrees.

Principal Risk Factors

An investment in the Company involves a significant degree of risk and should only be made by prohh

spective investors who have the necessary expertise to fully evaluate the risks, make an informed

investment decision and are able to bear the risks inherent in the investment. It is strongly recomhh

mended that prospective investors also consult their own financial, tax, legal, and other professional

advisors regarding the suitability of this investment.

• No Assurance of Investment ReturnThere is no final assurance or contractual obligation that the Company will be able to generate returns

for its investors or that the returns will be commensurate with the risks of investing in the Company

other than within the nature of the developments and transactions described herein. It is possible

that the New Shares in the Company may fall in value. There can be no assurance that projected or

targeted returns for the Company will be achieved. The figures and statistics set out in this Private

Placement Memorandum are for illustrative purposes only and do not represent profit forecasts. Achh

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tual returns cannot be predicted and may differ from the illustrative statistics set out in this Private

Placement Memorandum. The marketability and value of the developments that the Company will

invest in are not assured and will depend upon many factors beyond the control of the Company, DAD

RE and BAYAN. There can be no assurance that the New Shares will be listed in the KSE or any other

stock exchange except through the fulfillment of the individual listing conditions within each market

and its respective requirements (administrative, financial, legal) at the time of submission of the listhh

ing request.

• Economic ConditionsChanges in the market, business, and economic conditions, including, for example interest rates, forhh

eign exchange rates, oil prices, inflation rates, industry conditions, competition, technological develophh

ments, political and diplomatic events and trends, tax laws and innumerable other factors, can affect

substantially and adversely the Company's performance and the developments to be undertaken.

None of these conditions will be within the control of the Company or BAYAN (and its subsidiaries) and

consequently they shall not be held accountable for any change in the economic conditions.

• Real Estate RisksReal estate values are affected by a number of factors, including changes in general economic clihh

mate, and local conditions (including any local government requirements), competition, attractivehh

ness and location of properties, financial condition of project contractors, tenants, buyers and sellers

of properties, the quality of project management, property management maintenance, insurance,

management services and changes in operating costs.

The Company will be undertaking the developments described herein where the risks of develophh

ment include, but are not limited to, unsatisfactory planning consent, delays in timely completion of

the project, cost overruns, poor quality workmanship and inability to sell or inability to sell at a price

sufficient to generate the targeted profits.

Furthermore, there is a risk that DAD RE will not be able to completely sell its development within the

expected investment horizon and at an acceptable profit level for reasons such as a lack of liquidity in

property markets or that the liquidity for all or certain types of properties may be very low by the time

the developments are completed.

A further risk exists pertaining to DAD RE's ability to successfully let out those properties in its develhh

opment that will be made available on a lease basis.

Hence, on the realization of the investment, the investors may receive less than the original amount

anticipated. It is considered that all these expected risks are clear and acceptable by the Investor in

case they occur, in whole or in part.

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• Financing RiskThe anticipated returns incorporate a Shari'ahhcompliant financing component. Such financing has

not yet been arranged and there is a risk that DAD RE may not be in a position to arrange the financhh

ing in time for the development and/or the cost of the financing is higher than what has been ashh

sumed in the financial projections.

Furthermore, assumptions have been made with regards to the presale of some of the development.

An inability to reach the projected level of presales may have a negative impact on any returns to inhh

vestors; such risks are considered as expected and accepted by the Investor.

• Development RisksReal estate developments are affected by a number of factors, including changes in general economic

climate and local conditions (including any local government requirements), attractiveness and locahh

tion of the development, financial condition of project contractors, insurance on the development etc.

However, the following is a list of development specific risks which investors need to consider:

h Completion risk: the risk that the development projects may not be comhh

pleted within the estimated time horizon or at all due to faulty planning,

cost overruns, wrong choice of construction contractor, force majeure etc.

h Price risk: the risk that the price quoted by contractors may be subject to

price volatility due to supplyhdemand factors or economic conditions in

countries exporting the raw materials, thereby increasing the price risk.

h Resource risk: the risk includes the nonhavailability or constraints in the

availability of equipment, materials and qualified labor to complete the

development projects or the possibility of an adverse price movement

of equipment, construction materials and labor cost.

h Quality and nonhconformance risk: the risk of nonhconformance by the

contractor to the specified quality standards for construction processhh

es and raw materials.

h Political and legal risk: the risk that relates to matters such as increased

taxes or new tax legislations and any unforeseen policies, laws or reguhh

lations that may have any bearing on the feasibility of the development

projects, either through the increase in cost or the extension of the

listing period.

h Project development risk: the risk that the development projects may

not take place in an orderly manner if agreements between the land

owners and the developers are not clear or when contractual arrangehh

ments with contractors/consultants involved are faulty.

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h Permitting risk: the risk that official clearances, such as approved buildhh

ing plans and licenses from relevant government authorities, may not

be forthcoming, delayed or be subject to restrictive and expensive conhh

ditions.

h Exchange rate risk: the risk of any currency fluctuation arising from

any foreign currency liabilities existing or that may be incurred in the

course of the project.

h Interest rate risk: the risk that the financing costs relating to the financhh

ing of the development project, if any, would increase beyond the levels

assumed for preparing projected cash flows and hence affect the prohh

jected / targeted returns.

h Insolvency risk: the risk of insolvency of the Company and DAD RE.

h Site risk: the risk that the development projects' sites might have legal

encumbrances or development limitations.

h Transfer of ownership risk: the risk that the ownership title may not be

transferred effectively due to legal impediments or for some other reahh

sons beyond the control of the Company, DAD RE, BAYAN or BONYAN.

• Geographic Concentration, Political, Economic and Regulatory ConsiderationsThe Company's mandate is to seek real estate investment opportunities within UAE and other counhh

tries. Such geographical concentration results in a number of locationhspecific risks and available

opportunities.

The value of the Company's investment may be affected by uncertainties such as changes in policies,

taxation and other developments in the laws and regulations of Kuwait and UAE or in which countries

that the Company or any of its subsidiaries are registered. Accordingly, changes in landlord and tenhh

ant laws could materially affect the return to be made by the Company. Hence, on the realization of

the investment, Investors may receive less than the original amount invested and BAYAN is under

no obligation to provide for any shortfalls in returns or Subscriptions, or they may be faced with an

extension in the listing period due to new regulations that could not be foreseen. All these risks are

considered as accepted and understood by the Investor.

• Management and Other General RisksThere can be no assurance that the Company will achieve its investment objectives and that the Comhh

pany's management or exit strategies will be available or practical. No assurance can be given that the

Company will be successful or that it will meet the Company's stated investments objectives. Without

limiting the generality of the foregoing, there can be no assurance that liquidity will be available for

distribution to Investors.

The value of the New Shares will depend upon and materially be influenced by the value of the identihh

fied development as well as the future project deal flow to be undertaken by the Company. In addition,

this investment will not be quoted initially on any stock market and may be difficult for an Investor to

obtain information relating to the value of his/her investment or to sell his/her investment before a

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listing of the New Shares in an established stock exchange or the sale of the underlying real estate

assets by the Company. Prior to the listing of the New Shares, there is no established market for dealhh

ings in the New Shares of the Company.

To maximize returns, Investors may need to hold this investment much longer than the investment

horizon anticipated herein. As a consequence, they may not be suitable for shorthterm investment.

The foregoing does not purport to be a complete explanation and summary of all the risk factors inhh

volved in investing in the Company, but rather a presentation on the most likely risks to occur, which

have been presented to and are accepted and taken into consideration by the Investor in case they

do occur. It is strongly recommended that all potential investors seek independent advice from their

own professional advisors.

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TaxationThe following is a general description of certain Kuwaiti tax considerations relating to the New Shares

and is based upon the Company's understanding of the historical and current interpretations and

practices of the Kuwait Directorate of Income Tax regarding the tax laws of Kuwait, as of the issue

date of this Placement Memorandum. It does not purport to be a complete analysis of all tax considhh

erations relating to the New Shares. Prospective Investors should consult their tax advisers as to the

consequences under the tax laws of the country in which they are resident for tax purposes and the

tax laws of Kuwait of acquiring, holding and disposing of the New Shares and receiving dividends and

other benefits under the New Shares. This summary is based upon the law as in effect on the date of

this Private Placement Memorandum and is subject to any change in law (and in the interpretations

and practices of the Kuwait Directorate of Income Tax regarding the same) that may take effect after

such date.

• Income TaxIncome tax is levied on the net income and capital gains of any foreign "corporate entity" that conhh

ducts business in Kuwait. In practice, the Department of income Tax does not collect tax from Kuwaiti

companies whose capital is wholly owned by Kuwaiti or GCC nationals. Income tax is levied on any forhh

eign corporate entity which is a shareholder in a Kuwaiti company. A foreign "corporate entity" would

not be considered as conducting business in Kuwait by reason only of the holding of the bonds or

coupons, receiving any payments of principal and interest under the bonds or coupons, or receiving

any capital gain on the disposal thereof.

Individuals are not subject to any Kuwaiti income tax on their income or capital gains as of the issue

date of this Placement Memorandum.

For the purposes of this section, the term "corporate entity" includes a partnership. The term "foreign

corporate entity" would not include a corporate entity established in one of the countries comprishh

ing the Gulf Cooperation Council states ("GCC"), whose owners comprise only nationals of the GCC

states. The GCC states are The State of Kuwait, The Kingdom of Saudi Arabia, The Kingdom of Bahrain,

The State of Qatar, Sultanate Oman and the United Arab Emirates.

• Stamp DutiesNo stamp duties or similar taxes or charges are payable under the laws of Kuwait in respect of the

issue or transfer of the participating shares. However, the investor shall be held accountable if such

taxes were imposed in the future.

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• Value Added Tax ("VAT") / Sales taxThere is no VAT or sales tax currently in Kuwait. However, the investor shall be held accountable on

every sale transaction if such taxes were imposed in the future.

• Capital Gains TaxThere is no capital gains tax in Kuwait. However, the investor shall be held accountable if such taxes

were imposed in the future.

This section does not, under any circumstances purport to discuss all the tax consequences that may

be relevant to an investment in the New Shares. Neither is it intended that the foregoing discussion

be a substitute to careful nor, where appropriate, professional, tax planning. Accordingly, persons inhh

terested in subscribing for New Shares should be aware of and, where appropriate, seek the proper

advice on, the laws and regulations (such as those relating to taxation and exchange controls) applihh

cable to the subscription for, and the holding or disposition of, the New Shares in the countries of their

citizenship, residence and domicile.

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Additional Information• The ArticlesPotential investors are advised to review carefully the complete set of Articles available at the princihh

pal offices of the Placement Agent.

• Memorandum of AssociationPotential investors are advised to review carefully the complete set of Memorandum of Association

available at the principal offices of Placement Agent.

• IndemnityDAD Holding, DAD RE or BAYAN and any of its subsidiaries shall not be held accountable or responsihh

ble to indemnify any Investor (individual or institutional) willing to enter this private placement for the

capital increase of DAD, for his/her negligence in fully reading, analyzing and understanding all the

documents related to this Private Placement or his inability/unwillingness in consulting a professional

advisor prior to entering this Private Placement. DAD, DAD RE or BAYAN and any of its subsidiaries

shall not be held accountable or responsible to indemnify any Investor willing to enter this private

placement for the capital increase of DAD, who failed to clarify any unclear section or clause in any/all

of the documents of this Private Placement and the contractual clauses with DAD.

• Principal DocumentsThe Principal Documents relevant to the incorporation, establishment of the Company and the relahh

tionships between the key parties involved in this investment and their respective rights and obligahh

tions are as follows:

h The Articles of Association of the Company.

h The Memorandum of Association of the Company.

h The Articles of Association of DAD RE.

h The Memorandum of Association of DAD RE.

This Private Placement Memorandum should be read in conjunction with the Principal Documents,

which should be studied in detail by potential investors. To the extent that there is any inconsistency

between this Private Placement Memorandum and the Principal Documents, the Principal Documents

shall prevail. Those concerned may inspect copies of these Principal Documents at the principal offichh

es of BAYAN, by appointment, during normal business hours. All the official documents of this Private

Placement are considered as one integrated entity

�0

• Mandatory Contribution to Kuwait Foundation for the Advancement of Science ("KFAS")The Company will contribute 1% of its net profits to KFAS (starting from date of listing in KSE) in achh

cordance with the laws of Kuwait.

• Payment of the Kuwaiti Labor Support Tax ("KLST")If the Company is listed on the Kuwait Stock Exchange, it shall contribute 2.5% of its net profit as KLST

in accordance with the laws of Kuwait as of the date of listing on the KSE.

• ZakatThe Company shall pay, in accordance with the laws of Kuwait, 1% of its yearly net profit to the conhh

cerned parties regarding the Zakat.

• Idle FundsThe Company's surplus capital from time to time will, pending investment in real estate opportunihh

ties, be invested in Islamic investment products including but not limited to Murabaha accounts or

Mudarabah accounts approved by the Company's Shari'ah Advisor.

Contact Details

Bayan Investment Company, K.S.C.C.

P.O. Box 104

Al Dasmah 351 51,

State of Kuwait

Tel. +965 840 000

Fax +965 243 1435

www.bayaninvest.com

Dar Al Dhabi Holding Company, (K.S.C.h Holding)

P.O. Box 104

Al Dasmah 351 51,

State of Kuwait

Tel. +965 840 000

Fax +965 243 1435

www.daraldhabihholding.com

.