Tamweel Sukuk Prospectus

Tamweel Sukuk Limited

(incorporated in the Cayman Islands with limited liability)

AED 1,100,000,000 Trust Certificates due 2013

The issue price of the AED 1,100,000,000 Trust Certificates due 2013 (the “Certificates” or the “Sukuk”), each of which represents anundivided ownership interest in the Trust Assets (as defined herein) of Tamweel Sukuk Limited (the “Issuer”) is 100 per cent. of their faceamount.

The Certificates will be constituted by a declaration of trust (the “Declaration of Trust”) dated on or about 21 July 2008 (the “ClosingDate”) made by the Issuer, the Issuer in its capacity as trustee (the “Trustee”), Tamweel PJSC (“Tamweel”) and BNY Corporate TrusteeServices Limited (the “Delegate”). Pursuant to the Declaration of Trust, the Issuer will declare that it will hold certain assets (the “TrustAssets”), primarily consisting of its rights, title and interest in and to certain assets purchased from Tamweel pursuant to a purchaseagreement (the “Purchase Agreement”) and (by way of istisna) under the istisna agreement (the “Istisna Agreement”), both datedon or about the Closing Date and entered into between the Issuer and Tamweel, any investments made by Tamweel as Service Agentunder the Service Agency Agreement (each as defined below) and certain rights under the other Transaction Documents (as definedherein), all moneys which may now be or hereafter from time to time are standing to the credit of the Transaction Account (as definedherein) and all proceeds of the foregoing, upon trust absolutely for the holders of the Certificates (the “Certificateholders” and each,a “Certificateholder”)) pro rata according to the face amount of Certificates held by each Certificateholder.

On 21 July, 21 October, 21 January and 21 April in each year commencing on 21 October 2008 up to and including 21 July 2013 (or ifany such day is not a Business Day (as defined herein), the following Business Day, unless it would thereby fall into the next calendarmonth, in which event such day should be the immediately preceding Business Day (each, a “Periodic Distribution Date”), the Issuerwill pay the Periodic Distribution Amount (as defined herein) to Certificateholders. The Issuer shall pay the Periodic Distribution Amountsolely from the proceeds received in respect of the Trust Assets pursuant to the service agency agreement (the “Service AgencyAgreement”) dated on or about the Closing Date and entered into between Tamweel and the Trustee, pursuant to which Tamweel isappointed as service agent (the “Service Agent”) in respect of the Portfolio Assets (as defined herein). Unless previously redeemed, theCertificates will be redeemed in full by the Issuer at the Redemption Amount (as defined herein) on the Periodic Distribution Date fallingin July 2013 (the “Maturity Date”).

Investing in the Certificates involves certain risks as more fully described in the section Risk Factors beginning on page 11.

Application has been made for the Certificates to be listed on the primary exchange of the Dubai International Financial Exchange (the“DIFX”). There can be no assurance that the listing of the Certificates on the DIFX will take effect on the Closing Date or at all. The DIFXtakes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness andexpressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contentsof this document. There will be no application for admission to trading of the Certificates on the DIFX. The Certificates will be traded“over-the-counter” and cleared and settled through Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme(“Clearstream, Luxembourg”).

The Certificates are expected to be assigned a rating of A3 by Moody’s Investor Services Inc. (“Moody’s”) and A by Fitch Ratings Ltd(“Fitch”). A rating is not a recommendation to buy, sell or hold securities, does not address the likelihood or timing of repayment andmay be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.

No offer of the Certificates may be made to any person in the Dubai International Financial Centre unless such offer is (a) deemed to bean ‘‘Exempt Offer’’ in accordance with the Offered Securities Rules (the “Rules”) of the Dubai Financial Services Authority (the “DFSA”)and (b) made to Qualified Investors (as defined in the Rules). Persons into whose possession this Prospectus or any Certificates may comemust inform themselves about the nature of the Certificates as Restricted Securities as defined in the Rules, and observe any applicablerestrictions in any relevant jurisdiction on the distribution of this Prospectus and the offering, purchase and sale of the Certificates. Acopy of this Prospectus has been filed with the DFSA in accordance with the Markets Law 2004 and the Rules. In accordancewith the Rules, the DFSA has no responsibility for the contents of the Prospectus and has not approved this Prospectus norhas it reviewed or verified the information in it, nor has it determined whether it is Sharia compliant. If you do notunderstand the contents of this document you should consult an authorised financial adviser.

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

Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates may only be offered, sold or transferredin registered form in minimum denominations of AED 500,000 and integral multiples of AED 100,000 in excess thereof and as such willqualify as Restricted Securities within the meaning of the Listing Rules of the DIFX. Certificates will be represented at all times by interestsin a registered form global certificate without coupons attached (the “Global Certificate”), deposited on or about the Closing Date witha common depositary for Euroclear and Clearstream, Luxembourg. Interests in the Global Certificate will be shown on, and transfersthereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Individual Certificates evidencingholdings of interests in the Certificates will be issued in exchange for interests in the Global Certificate only in certain limitedcircumstances described herein.

Joint Lead Managers and Bookrunners

Badr Al Islami, Mashreqbank psc Dubai Islamic Bank PJSC Standard Chartered Bank

Joint Lead Managers

Emirates Islamic Bank PJSC United Bank Limited

The date of this Prospectus is 16 July 2008

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Each of Tamweel and the Issuer, having taken all reasonable care to ensure that such is the case, confirmsthat the information contained in this Prospectus is, to the best of its knowledge, in accordance with thefacts and contains no omission likely to affect its import. Accordingly, each of Tamweel and the Issueraccepts responsibility for the information contained in this Prospectus.

No person has been authorised to give any information or to make any representation regarding the Issueror Tamweel or the Certificates other than as contained in this Prospectus. Any such representation orinformation should not be relied upon as having been authorised by the Issuer, Tamweel or Badr Al Islami,Islamic Banking Division of Mashreqbank psc, Dubai Islamic Bank PJSC, Standard Chartered Bank, EmiratesIslamic Bank PJSC and United Bank Limited (each a “Joint Lead Manager” and together, the “Joint LeadManagers”). Neither the delivery of this document nor the offering, sale or delivery of any Certificate shallin any circumstances constitute a representation or create any implication that the information containedherein is correct at any time subsequent to the date hereof or that there has been no adverse change, norany event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of theIssuer or Tamweel since the date of this Prospectus.

To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee, the Delegate or anyAgent (as defined herein) nor any of their respective affiliates accept any responsibility for the contents ofthis Prospectus or for any other statement made, or purported to be made, by a Joint Lead Manager, theTrustee, the Delegate or any Agent, or any of their respective affiliates, or on its behalf in connection withthe Issuer or Tamweel or the issue and offering of the Certificates. Each Joint Lead Manager, the Trustee,the Delegate and each Agent accordingly disclaims all and any liability whether arising in tort or in contractor otherwise which it might otherwise have in respect of this Prospectus or any such statement.

This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, anyCertificates. This Prospectus is intended only to provide information to assist potential investors in decidingwhether or not to subscribe for or purchase Certificates in accordance with the terms and conditionsspecified by the Joint Lead Managers. The Certificates may not be offered or sold, directly or indirectly, andthis Prospectus may not be circulated, in any jurisdiction except in accordance with the legal requirementsapplicable to such jurisdiction.

The distribution of this Prospectus and the offering, sale and delivery of Certificates in certain jurisdictionsmay be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer,Tamweel, the Joint Lead Managers, the Trustee, the Delegate and the Agents to inform themselves aboutand to observe any such restrictions. This Prospectus may not be used for the purpose of an offer to, or asolicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is notauthorised or is unlawful. For a description of certain restrictions on offers, sales and deliveries ofCertificates and on distribution of this Prospectus and other offering material relating to the Certificates,see Subscription and Sale. Save as mentioned under Subscription and Sale, no action has been or will betaken to permit a public offering of the Certificates in any jurisdiction where any act would be required forthat purpose.

Neither this Prospectus nor any other information supplied in connection with the Certificates is intendedto provide the basis of any credit or other evaluation or should be considered as a recommendation by theIssuer, Tamweel, the Joint Lead Managers, the Trustee, the Delegate or the Agents that any recipient of thisProspectus should purchase any of the Certificates. Each investor contemplating purchasing any Certificatesshould make its own independent investigation of the financial condition and affairs, and its own appraisalof the creditworthiness, of the Issuer and Tamweel.

Notice to Cayman Islands Residents

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

Notice to United Kingdom Residents

The Certificates represent interests in a collective investment scheme (as defined in the Financial Servicesand Markets Act 2000 (the “FSMA”)) which has not been authorised, recognised or otherwise approvedby the United Kingdom Financial Services Authority (the “FSA”). Accordingly, this Prospectus is not beingdistributed to, or promoted to and must not be passed on to persons in the United Kingdom by any personauthorised under the FSMA except in circumstances which could not constitute a contravention of Section21 of the FSMA.

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The distribution in the United Kingdom of this Prospectus and any other marketing materials relating to theCertificates (A) if effected by a person who is not an authorised person under the FSMA, is being addressedto, or directed at, only the following persons: (i) persons who are Investment Professionals as defined inArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the“Financial Promotion Order”), (ii) overseas recipients under Article 12(1)(a) of the Financial PromotionOrder and (iii) persons falling within any of the categories of persons described in Article 49 (High net worthcompanies, unincorporated associations, etc.) of the Financial Promotion Order and (B) if effected by aperson who is an authorised person under the FSMA, is being addressed to, or directed at, only thefollowing persons: (i) persons falling within one of the categories of Investment Professional as defined inArticle 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes)(Exemptions) Order 2001 (the “Promotion of CISs Order”), (ii) overseas recipients under Article 8(1)(a) ofthe Promotion of CISs Order, (iii) persons falling within any of the categories of person described in Article22 (High net worth companies, unincorporated associations, etc.) of the Promotion of CISs Order and (iv)any other person to whom it may otherwise lawfully be made in accordance with the Promotion of CISsOrder. Persons of any other description in the United Kingdom may not receive and should not act or relyon this Prospectus or any other marketing materials in relation to the Certificates.

Potential investors in the United Kingdom are advised that all, or most, of the protections afforded by theUnited Kingdom regulatory system will not apply to an investment in the Certificates and thatcompensation will not be available under the United Kingdom Financial Services Compensation Scheme.

The contents of this Prospectus as amended or supplemented from time to time have not been approvedby an authorised person in accordance with the rules of the FSA.

Individuals intending to invest in any investment described in this Prospectus should consult theirprofessional advisers and ensure that they fully understand all risks associated with making such aninvestment and have sufficient financial resources to sustain any loss that may arise from it.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Presentation of Financial Information

Unless otherwise indicated, the financial information herein has been derived from the audited financialstatements of Tamweel for the three years ended 31 December 2005 to 31 December 2007 (the “AuditedAccounts”) and the unaudited interim condensed financial statements for the 3 months ended 31 March2008. The Audited Accounts have been prepared in accordance with International Financial ReportingStandards (“IFRS”) issued by the International Accounting Standards Board, and relevant federal laws ofthe UAE, consistently applied.

Certain Defined Terms and Conventions

References to “Dubai” herein are references to the Emirate of Dubai; and references to the “UAE” hereinare to the United Arab Emirates. Certain figures and percentages included in this Prospectus have beensubject to rounding adjustments; accordingly figures shown in the same category presented in differenttables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregationof the figures which precede them. All references in this Prospectus to “U.S. dollars”, “U.S.$” and “$”refer to United States dollars being the legal currency for the time being of the United States of America,all references to “UAE dirham” and “AED” refer to the United Arab Emirates dirham, being the legalcurrency for the time being of the United Arab Emirates. The UAE dirham has been pegged to the U.S.dollar since 22 November 1980. The mid point between the official buying and selling rates for the UAEdirham is at a fixed rate of AED 3.6725 = U.S.$1.00.

Certain Publicly Available Information

Certain statistical data and other information appearing in this Prospectus have been extracted from publicsources. Neither the Issuer nor Tamweel accepts responsibility for the factual correctness of any suchstatistics or information but the Issuer and Tamweel accept responsibility for accurately extracting andtranscribing such statistics and information and believe, after due inquiry, that such statistics andinformation represent the most current publicly available statistics and information from such sources atand for the periods with respect to which they have been presented and do not omit anything which wouldrender the reproduced information inaccurate or misleading.

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SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

Tamweel is incorporated in the UAE and all of its operations and assets are located outside the UnitedKingdom. As a result, it may not be possible for investors to effect service of process within the UnitedKingdom upon Tamweel or to enforce against it, in courts located in the United Kingdom, judgmentsobtained in courts located in the United Kingdom.

Currently, the majority of Tamweel’s assets are located in the UAE. The Emirate of Dubai’s courts are unlikelyto enforce an English judgment without re-examining the merits of the claim and may not observe thechoice by the parties of English law as the governing law of the transaction. In addition, even if English lawis accepted as the governing law, this will only be applied to the extent that it is compatible with theEmirate of Dubai law and public policy. Moreover, judicial precedent in the UAE has no binding effect onsubsequent decisions and there is no formal system of reporting court decisions in the UAE. These factorscreate greater judicial uncertainty than would be expected in certain other jurisdictions.

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FORWARD LOOKING STATEMENTS

Some statements in this Prospectus may be deemed to be forward looking statements. Forward lookingstatements include statements concerning Tamweel’s plans, objectives, goals, strategies, future operationsand performance and the assumptions underlying these forward looking statements. When used in thisProspectus, the words “anticipates”, “estimates”, “expects”, “believes”, “intends”, “plans”, “aims”,“seeks”, “may”, “will”, “should” and any similar expressions generally identify forward lookingstatements. These forward looking statements are contained in Overview of the Offering, Risk Factors,Business Description of Tamweel PJSC and other sections of this Prospectus. In each case these forwardlooking statements have been based on the current view of Tamweel’s management with respect to futureevents and financial performance. Although Tamweel believes that the expectations, estimates andprojections reflected in Tamweel’s forward looking statements are reasonable as of the date of thisProspectus, if one or more of the risks or uncertainties materialise, including those which Tamweel hasidentified in this Prospectus, or if any of Tamweel’s underlying assumptions prove to be incomplete orinaccurate, the actual results of operations may vary from those expected, estimated or predicted.

These forward looking statements speak only as at the date of this Prospectus. Without prejudice to anyrequirements under applicable laws and regulations, Tamweel expressly disclaims any obligation orundertaking to disseminate after the date of this Prospectus any updates or revisions to any forward lookingstatements contained herein to reflect any change in expectations thereof or any change in events,conditions or circumstances on which any such forward looking statement is based.

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TABLE OF CONTENTS

STRUCTURE DIAGRAM .......................................................................................................... 1

OVERVIEW OF THE OFFERING ................................................................................................ 3

RISK FACTORS ........................................................................................................................ 11

TERMS AND CONDITIONS OF THE CERTIFICATES.................................................................... 20

GLOBAL CERTIFICATE ............................................................................................................ 38

PRONOUNCEMENT ................................................................................................................ 40

USE OF PROCEEDS ................................................................................................................ 41

BUSINESS DESCRIPTION OF TAMWEEL PJSC .......................................................................... 42

DESCRIPTION OF THE ISSUER.................................................................................................. 61

OVERVIEW OF THE EMIRATE OF DUBAI .................................................................................. 63

OVERVIEW OF THE PROPERTY AND HOME FINANCE MARKET IN DUBAI................................ 65

SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS .................................................. 67

TAXATION .............................................................................................................................. 74

CLEARANCE AND SETTLEMENT.............................................................................................. 76

SUBSCRIPTION AND SALE ...................................................................................................... 78

GENERAL INFORMATION ........................................................................................................ 81

APPENDIX - FINANCIAL INFORMATION .................................................................................. 83

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STRUCTURE DIAGRAM

The following is an overview of the structure and cashflows relating to the Certificates. This overview andin particular the very simplified structure diagram does not purport to be complete and is qualified in itsentirety by reference to, and must be read in conjunction with, the detailed information appearingelsewhere in this Prospectus. Potential investors should read this entire Prospectus, especially the risks inrelation to investing in the Certificates discussed under “Risk Factors”.

Cashflows

Set out below is a simplified description of the principal cashflows underlying the transaction. Potentialinvestors are referred to “Terms and Conditions of the Certificates” and the detailed descriptions of therelevant Transaction Documents set out elsewhere in this Prospectus for a fuller description of certaincashflows and for an explanation of the meaning of certain capitalised terms used herein.

Payments by the Certificateholders and the Issuer

On the Closing Date, the initial subscribers of the Certificates will pay the issue price in respect of theCertificates to the Issuer who, in its capacity as Trustee, will:

(a) apply at least one third of the proceeds of the Certificates to purchase Tamweel’s rights, title andinterest in and to the Original Leased Assets (as defined herein); and

(b) apply the remainder of the proceeds of the Certificates to purchase (by way of istisna) Tamweel’srights, title and interest in and to the Original Istisna Assets (as defined herein).

Under the Service Agency Agreement, Tamweel as Service Agent will provide certain services with respectto the Portfolio Assets (as defined herein), as more particularly described in the Service Agency Agreement.

Certificateholders

ExercisePrice

PeriodicDistributionAmounts andRedemptionAmount

Return onPortfolio

Assets

PurchaseUndertaking/ Sale

Undertaking

Tamweel

as seller/sani of itsrights, title and interestin and to the Original

Leased Assets and theOriginal Istisna Assets

Tamweel

as Service Agent

Tamweel

as Obligor

Declaration ofTrust

Issuer

Service AgencyAgreement

Proceeds

Purchase /Istisna

Agreement

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The Service Agent shall distribute Portfolio Profit (as defined herein) generated by the Portfolio Assets tothe Trustee. Pursuant to the Declaration of Trust, the Issuer in its capacity as Trustee, will declare a trust forthe benefit of the Certificateholders over all of its rights, title, interest, present and future, in, to and underthe Portfolio Assets and each of the Transaction Documents, all moneys which may now be, or hereafterfrom time to time are, standing to the credit of the Transaction Account and all proceeds of the foregoing.

Periodic Payments by the Issuer

On the second Business Day prior to each Periodic Distribution Date (each a “Distribution Date”), theService Agent shall distribute Portfolio Profit generated by the Portfolio Assets to the Trustee. The Trusteeshall apply such Portfolio Profit on each Periodic Distribution Date to pay the Periodic Distribution Amountdue on such date.

If the Portfolio Profit payable to the Trustee on each Distribution Date is greater than the relevant PeriodicDistribution Amount, that surplus Portfolio Profit will be recorded as a reserve amount and shall be creditedby the Service Agent into the Profit Reserve Account (as defined herein) which may be used to fund futurepayments of Periodic Distribution Amounts. Any amount standing to the credit of the Profit ReserveAccount on the Maturity Date will be due and payable to the Service Agent as an incentive fee for itsperformance.

The Service Agent may, however, prior to the Maturity Date, use the amounts standing to the credit of theProfit Reserve Account (“Advance Incentive Fee”) so long as any amounts deducted from the ProfitReserve Account prior to the Maturity Date are re-credited to fund any shortfall in the Periodic DistributionAmount, if so required.

If the amounts standing to the credit of the Profit Reserve Account are insufficient (after the Service Agenthas re-credited any Advance Incentive Fee) to fund any shortfall in any Periodic Distribution Amount, theService Agent may meet the shortfall through the provision of Sharia compliant financing and if this is notpossible, for any reason, it may provide a loan on a qard basis to the Trustee to meet such shortfall which,in each case, shall be repayable in the manner set out in the Service Agency Agreement.

Redemption Payments

Within a specified period prior to the Maturity Date, the Issuer, in its capacity as Trustee, will have the rightto require Tamweel (as Obligor under the Purchase Undertaking (as defined herein)) to purchase all of theTrustee’s rights, title and interest in and to the Portfolio Assets. The Exercise Price payable by the Obligor inrespect of such purchase is intended to fund the Redemption Amount payable by the Issuer under theCertificates on the Maturity Date.

The Certificates may be redeemed prior to the Maturity Date following a Dissolution Event, a RatingDowngrade Event or a Tax Event (each, as defined herein). The amounts payable under the Certificates onany Redemption Date will be funded by the Obligor paying for the acquisition of all of the Trustee’s right,title and interest in and to the Portfolio Assets, (i) following a Dissolution Event or a Rating DowngradeEvent, pursuant to the exercise by the Trustee of its right under the Purchase Undertaking to require theObligor to purchase all of the Trustee’s rights, title and interest in and to the Portfolio Assets or, (ii) followinga Tax Event, pursuant to the exercise by Tamweel of its right under the Sale Undertaking to require theTrustee to sell all of the Trustee’s rights, title and interest in and to the Portfolio Assets.

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OVERVIEW OF THE OFFERING

The following overview does not purport to be complete and is qualified in its entirety by reference to, andmust be read in conjunction with, the detailed information appearing elsewhere in this Prospectus.

Reference to a Condition is to a numbered condition of the Terms and Conditions of the Certificates. Termsdefined under “Terms and Conditions of the Certificates” or elsewhere in this Prospectus shall have thesame respective meanings in this overview.

Certificateholders should note that through a combination of the Service Agency Agreement, thePurchase Undertaking and the Sale Undertaking, the ability of the Issuer to pay amounts dueunder the Certificates will depend on payments made by the Service Agent and payments madeby the Obligor and the Certificateholders’ recourse to the Issuer is limited to the Trust Assets. See“Limited Recourse” below.

Parties

Issuer Tamweel Sukuk Limited an exempted company with limited liabilityincorporated in the Cayman Islands on 12 May 2008 (the “Issuer”).

The authorised share capital of the Issuer is U.S.$50,000 consisting of50,000 shares with a nominal value of U.S.$1.00 each. 250 of theIssuer’s shares have been issued and are held by Maples FinanceLimited under the terms of a trust for charitable purposes.

Trustee The Issuer will act as trustee in respect of the Trust Assets (as definedbelow) (in such capacity, the “Trustee”) for the benefit ofCertificateholders in accordance with a declaration of trust dated onor about the Closing Date (the “Declaration of Trust”) and theconditions of the Certificates (the “Conditions”). Under theDeclaration of Trust, the Trustee will delegate certain powers, dutiesand authorities to the Delegate (as defined below), including thepower and authority to enforce or realise the Trust Assets.

Seller Tamweel PJSC (in such capacity, the “Seller”) will sell to the Trustee,at a price equal to no less than one third of the proceeds of the issueof the Certificates, its rights, title and interest in and to a portfolio ofleased assets (the “Original Leased Assets”) pursuant to the terms ofthe Purchase Agreement (as defined below).

Sani Tamweel PJSC (in such capacity, the “Sani”) will sell (by way of istisna)to the Trustee, at a price equal to the remainder of the proceeds of theissue of the Certificates (after having made the purchase of theOriginal Leased Assets), its rights, title and interest in and to a portfolioof istisna assets (the “Original Istisna Assets”) pursuant to the termsof the Istisna Agreement (as defined below).

Service Agent Tamweel PJSC (in such capacity, the “Service Agent”) shall beappointed to act as Service Agent and, in that capacity, to providecertain services to the Trustee pursuant to the terms of the ServiceAgency Agreement (as defined below).

Obligor Tamweel PJSC (in such capacity, the “Obligor”) shall execute thePurchase Undertaking (as defined below) in favour of the Trustee,pursuant to which the Obligor shall undertake to, in certaincircumstances, purchase all of the Trustee’s rights, title and interest inand to the Portfolio Assets.

Badr Al Islami, Islamic Banking Division of Mashreqbank psc, DubaiIslamic Bank PJSC and Standard Chartered Bank.

Joint Lead Managers andBookrunners

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Delegate BNY Corporate Trustee Services Limited.

The Bank of New York Mellon, acting through its London Branch.

Registrar and Transfer Agent The Bank of New York (Luxembourg) S.A.

Summary of the Trust

Purchase Agreement Pursuant to the purchase agreement (the “Purchase Agreement”)dated on or about the Closing Date and entered into betweenTamweel, as Seller, and the Trustee, the Trustee will purchaseTamweel’s rights, title and interest in and to the Original Leased Assets.

Istisna Agreement Pursuant to the istisna agreement (the “Istisna Agreement”) datedon or about the Closing Date and entered into between Tamweel, asSani, and the Trustee, as Mustasni, the Trustee will purchase (by wayof istisna) Tamweel’s rights, title and interest in and to the OriginalIstisna Assets.

Portfolio Assets The “Portfolio Assets” shall comprise the Original Leased Assets andthe Original Istisna Assets and any assets at any time replacing thePortfolio Assets in accordance with the Service Agency Agreement,including Sharia compliant income generating assets.

Trust Assets The “Trust Assets” comprise the Trustee’s rights, title, interest andbenefit, present and future, in, to and under the Portfolio Assets, eachof the Transaction Documents, all moneys from time to time standingto the credit of the Transaction Account and all proceeds of theforegoing.

Service Agency Agreement Pursuant to the Service Agency Agreement, Tamweel shall beappointed to act as Service Agent and, in that capacity, to providecertain services to the Trustee with respect to the Portfolio Assets. Seesection Summary of the Principal Transaction Documents – ServiceAgency Agreement.

Profit Reserve Account The Service Agent shall create a UAE dirham denominated account inits books for the purpose of recording the crediting of any reserveamounts in respect of Portfolio Profit and, if applicable, re-crediting ofany Advance Incentive Fee in accordance with the terms of the ServiceAgency Agreement (the “Profit Reserve Amount”) which will beused to fund payments of Periodic Distribution Amounts to the extentthat there is insufficient Portfolio Profit to pay such amount. Anyamount standing to the credit of the Profit Reserve Account on theMaturity Date will be due and payable to the Service Agent by way ofan incentive fee (the “Incentive Fee”).

“Portfolio Profit” means the amount by which all rental, saleproceeds or other income or consideration, damages, insuranceproceeds, compensation, or other sums received by the Service Agentin connection with the Portfolio Assets (the “Portfolio Revenues”)exceed the aggregate of (i) Portfolio Revenues required to bereinvested in accordance with the terms of the Service AgencyAgreement and (ii) any claims, losses, costs and expenses properlyincurred by the Service Agent in providing the services under theService Agency Agreement (“Portfolio Liabilities”).

Principal Paying Agent,Calculation Agent andReplacement Agent

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Purchase Undertaking The Obligor shall execute a purchase undertaking (the “PurchaseUndertaking”) in favour of the Trustee on or about the Closing Dateunder which the Obligor undertakes to purchase:

(i) upon the Trustee exercising its option in accordance with theterms of the Purchase Undertaking by delivering an ExerciseNotice to the Obligor specifying the Dissolution RedemptionDate (as defined in Condition 10), such Dissolution RedemptionDate being a minimum of 3 Business Days following the deliveryof such Exercise Notice; or

(ii) upon the Trustee exercising its option in accordance with theterms of the Purchase Undertaking by delivering an ExerciseNotice to the Obligor specifying a Rating DowngradeRedemption Date (as defined in Condition 19.1), such RatingDowngrade Redemption Date, being the next PeriodicDistribution Date falling no earlier than 45 days after the dateof such Exercise Notice; or

(iii) upon the Trustee exercising its option in accordance with theterms of the Purchase Undertaking by delivering an ExerciseNotice to the Obligor. Any such Exercise Notice must bedelivered no later than 3 and no earlier than 30 Business Daysprior to the Maturity Date,

all of the Trustee’s rights, title and interest in and to the PortfolioAssets on an “as is” basis (without any warranty express or implied asto condition, fitness for purpose, suitability for use or otherwise and ifany warranty is implied by law, it shall be excluded to the full extentpermitted by law) at the Exercise Price, on the terms and subject to theconditions of the Purchase Undertaking.

See section Summary of the Principal Transaction Documents –Purchase Undertaking.

Sale Undertaking Early Redemption following a Tax Event

The Trustee shall execute a sale undertaking (the “SaleUndertaking”) in favour of Tamweel dated on or about the ClosingDate. Pursuant to the Sale Undertaking, on exercise of Tamweel’soption under, and in accordance with, the Sale Undertaking followingthe occurrence of a Tax Event (as defined in Condition 6.2), the Trusteeshall sell all of its rights, title and interest in and to the Portfolio Assetson an “as is” basis (without any warranty express or implied as tocondition, fitness for purpose, suitability for use or otherwise and ifany warranty is implied by law, it shall be excluded to the full extentpermitted by law) at the Exercise Price (as defined in Condition 19.1)on the terms and subject to the conditions of the Sale Undertaking.

Substitution of Portfolio Assets

If Tamweel wants to purchase any of the Portfolio Assets then held bythe Trustee which are the subject of an istisna agreement, a forwardlease agreement or an ijara contract (the “Original PortfolioAssets”) by payment in kind with other assets (the “ReplacementPortfolio Assets”), the Trustee undertakes pursuant to the SaleUndertaking to sell the same to Tamweel on an “as is” basis (withoutany warranty express or implied as to the condition, fitness forpurpose, suitability for use or otherwise and if any warranty is impliedby law, it shall be excluded to the full extent permitted by law), subjectto satisfaction of certain conditions.

See section Summary of the Principal Transaction Documents – SaleUndertaking.

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Summary of the Certificates

Certificates AED 1,100,000,000 Trust Certificates due 2013 (the “Certificates”),each of which represents an undivided ownership interest in the TrustAssets.

Closing Date 21 July 2008.

Maturity Date The Periodic Distribution Date falling in July 2013.

Issue Price 100 per cent. of the aggregate face amount of the Certificates.

Status Each Certificate represents an undivided ownership interest in theTrust Assets and will rank pari passu, without any preference, with theother Certificates. The Certificates will be limited recourse obligationsof the Issuer.

Periodic Distribution Dates 21 July, 21 October, 21 January and 21 April in each year, commencingon 21 October 2008 up to and including 21 July 2013 (or if any suchday is not a Business Day (as defined herein) the following BusinessDay unless it would thereby fall into the next calendar month, in whichevent such day shall be the immediately preceding Business Day)(each, a “Periodic Distribution Date”).

Periodic Distributions On each Periodic Distribution Date, Certificateholders will be entitledto receive a periodic distribution amount equal to the product of 2.25per cent. per annum plus EIBOR (as defined in Condition 19.1) on theAggregate Face Amount as at the end of the relevant PeriodicDistribution Period (as defined in Condition 19.1) on an actual/360basis (the “Periodic Distribution Amount”) from moneys received inrespect of the Trust Assets (representing the Portfolio Profit in respectof the Portfolio Assets derived from payments made to the Trustee bythe Service Agent under the Service Agency Agreement).

Scheduled Redemption Unless previously redeemed, the Certificates shall be redeemed in fullby the Issuer on the Maturity Date for an amount equal to theRedemption Amount (as defined below) as of such date and the Trustshall be dissolved following such payment in full.

“Redemption Amount” means, as of any date, the aggregate faceamount of the Certificates then outstanding plus all unpaid accruedPeriodic Distribution Amounts and all other unpaid accrued amounts(if any) due and payable under the Conditions as of the relevantRedemption Date (including, without limitation, Condition 8).

Redemption for Taxation Reasons Following the occurrence of a Tax Event (as defined in Condition 6.4)and the exercise, in accordance with the Sale Undertaking, byTamweel of its right to require the Trustee to sell all of its rights, titleand interest in and to the Portfolio Assets to Tamweel, the Issuer shall,having given not less than 30 nor more than 65 days notice to theCertificateholders (which notice shall be irrevocable), redeem all, butnot some only, of the Certificates at the Redemption Amount on theTax Redemption Date (each, as defined in Condition 19.1) and theTrust shall be dissolved following such payment in full.

Following the occurrence of a Rating Downgrade Event (as defined inCondition 19.1), the Certificates may be redeemed in full on theRating Downgrade Redemption Date (as defined in Condition 6.3) atthe Redemption Amount, and the Trust shall be dissolved followingsuch payment in full.

Redemption for RatingDowngrade

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Following the occurrence of a Dissolution Event (as defined below),the Certificates may be redeemed in full on the DissolutionRedemption Date (as defined in Condition 10) at the RedemptionAmount, and the Trust shall be dissolved following such payment infull.

A “Dissolution Event” occurs upon the occurrence of any of thefollowing events:

(a) a default is made in the payment of any Periodic DistributionAmount or the Redemption Amount on the date fixed forpayment thereof and such default continues unremedied for aperiod of three Business Days; or

(b) the Issuer defaults in the performance or observance of any ofits other obligations under or in respect of the Declaration ofTrust and (except in any case where the failure is incapable ofremedy) such default remains unremedied for 30 days afterwritten notice thereof, addressed to the Issuer by the Delegate,has been delivered to the Issuer; or

(c) an Event of Default occurs under the Purchase Undertaking; or

(d) at any time it is or will become unlawful for the Issuer toperform or comply with any of its obligations under theTransaction Documents to which it is a party or any of theobligations of the Issuer under the Transaction Documents towhich it is a party are not, or cease to be, legal, valid, bindingand enforceable; or

(e) either (i) the Issuer becomes insolvent or is unable to pay itsdebts as they fall due; (ii) an administrator or liquidator of thewhole or substantially the whole of the undertaking, assets andrevenues of the Issuer is appointed (or application for any suchappointment is made); (iii) the Issuer takes any action for areadjustment or deferment of any of its obligations or makes ageneral assignment or an arrangement or composition with orfor the benefit of its creditors; or (iv) the Issuer ceases orthreatens to cease to carry on all or substantially the whole ofits business (otherwise than for the purposes of or pursuant toan amalgamation, reorganisation or restructuring whilstsolvent); or

(f) an order or decree is made or an effective resolution is passedfor the winding up, liquidation or dissolution of the Issuer; or

(g) any event occurs which under the laws of the Cayman Islandshas an analogous effect to any of the events referred to inparagraphs (e) and (f) above.

Role of Delegate Pursuant to the Declaration of Trust, the Trustee shall delegate all ofits rights and powers, authorities, duties and discretions to theDelegate. In particular, the Delegate shall be entitled to:

(a) deliver an Exercise Notice to the Obligor in accordance with thePurchase Undertaking after the occurrence of a DissolutionEvent or a Rating Downgrade Event; and

(b) following a Dissolution Event, take any enforcement action inthe name of the Trustee against either the Obligor or theService Agent.

Redemption and Dissolutionfollowing a Dissolution Event

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The Trustee will act in accordance with the directions and instructionsgiven to it by the Delegate in the exercise of the relevant delegatedpowers, following the delegation of such powers becoming effective.The Delegate is entitled to various protections and limitations on itsliability, as set out in the Declaration of Trust. The Delegate is notobliged to take any action in connection with the Declaration of Trustand the Certificates unless it is reasonably satisfied that Tamweel willbe able to indemnify it against all Liabilities (as defined in theDeclaration of Trust) which may be incurred in connection with suchaction.

Transaction Account All payments by any of the Service Agent or the Obligor to the Trusteeunder each Transaction Document to which it is party will bedeposited into an account of the Trustee maintained for such purpose(the “Transaction Account”).

Distributions of monies deriving from the Trust Assets will be made toCertificateholders from funds standing to the credit of the TransactionAccount in the order of priority set out below.

Priority of Distributions On each Periodic Distribution Date, or on a Redemption Date, theTrustee shall apply the moneys standing to the credit of theTransaction Account in the following order of priority:

(i) first, to pay the Delegate an amount equal to any sum payableto it on account of its properly incurred fees, costs, charges andexpenses and to pay or provide for the payment or satisfactionof any Liability incurred (or reasonably expected to be incurred)by the Delegate pursuant to the Declaration of Trust or inconnection with any of the other Transaction Documents or theConditions;

(ii) second, only if payment is due on a Periodic Distribution Date,to the Principal Paying Agent for application in or towardspayment pari passu and rateably of all Periodic DistributionAmounts due but unpaid; and

(iii) third, only if such payment is due on a Redemption Date, to thePrincipal Paying Agent for application in or towards paymentpari passu and rateably of the Redemption Amount; and

(iv) fourth, only if such payment is due on a Redemption Date, inpayment of the surplus (if any) to the Issuer.

Limited Recourse No payment of any amount whatsoever shall be made in respect ofthe Certificates by the Issuer or any agents thereof except to theextent that funds are available therefor from the Trust Assets. Inaddition, no Certificateholder will be able to petition for, or join anyother person in instituting proceedings for, the reorganisation,liquidation, winding up or receivership of the Issuer or the Obligor (tothe extent that each fulfils all of its obligations under the relevantTransaction Documents to which it is a party), or any of the Trustee,the Delegate, the Agents or any of their affiliates as a consequence ofsuch shortfall or otherwise.

The Certificates will be represented on issue by interests in a GlobalCertificate, in registered form, which will be deposited with, andregistered in the name of The Bank of New York Depository(Nominees) Limited, as nominee for The Bank of New York Mellon,acting through its London Branch in its capacity as the commondepositary for Euroclear and Clearstream, Luxembourg.

Form and Delivery of theCertificates

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Definitive Certificates evidencing holdings of Certificates will be issuedin exchange for interests in the Global Certificate only in certainlimited circumstances.

See section Global Certificate.

Clearance and Settlement Certificateholders must hold their interest in the Global Certificate inbook-entry form through either Euroclear or Clearstream,Luxembourg. Transfers within Clearstream, Luxembourg or Euroclearwill be in accordance with the usual rules and operating procedures ofthe relevant clearing system.

Denominations The Certificates will be issued in registered form in face amounts ofAED 500,000 and integral multiples of AED 100,000 in excess thereof.

Withholding Tax All payments by each of Tamweel and the Trustee under theTransaction Documents to which it is a party and all payments inrespect of the Certificates shall be made in full without withholding ordeduction for, or on account of, any present or future taxes, levies,duties, fees, assessments or other charges of whatever nature,imposed or levied by or on behalf of a Relevant Jurisdiction (as definedin Condition 19.1) (“Taxes”), unless the withholding or deduction ofthe Taxes is required by law. In such event, (a) where Tamweel isrequired to make such a withholding or deduction, Tamweel will berequired, pursuant to the relevant Transaction Document, to pay tothe Trustee, and/or (b) where the Trustee is required to make such awithholding or deduction, the Trustee will be required to pay inrespect of the Certificates, additional amounts so that, subject tocertain exceptions, the full amount which otherwise would have beendue and payable is received by the parties entitled thereto. SeeCondition 8 (Taxation).

Listing Application has been made for the Certificates to be listed on theprimary exchange of the Dubai International Financial Exchange (the“DIFX”). There can be no assurance that the listing of the Certificateson the DIFX will take effect on the Closing Date or at all.

Rating The Certificates are expected to be assigned a rating of A3 by Moody’sand A by Fitch. A rating is not a recommendation to buy, sell or holdsecurities, does not address the likelihood or timing of repayment andmay be subject to revision, suspension or withdrawal at any time bythe assigning rating organisation.

Certificateholder Meetings A summary of the provisions for convening meetings ofCertificateholders to consider matters relating to their interests as suchare set forth under Condition 14.

Tax Considerations See section Taxation for a description of certain United Arab Emirates,Cayman Islands and European Union taxation considerationsapplicable to the Certificates.

Selling Restrictions There are certain restrictions on the offer, sale and transfer of theCertificates which are set forth in section Subscription and Sale.

Transaction Documents The Transaction Documents are the Purchase Agreement, the IstisnaAgreement, the Purchase Undertaking, the Sale Undertaking, theService Agency Agreement, the Declaration of Trust, the AgencyAgreement, the Costs Undertaking, the Certificates and any otheragreements and documents designated as such by the Issuer and theObligor.

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Governing Law and Jurisdiction The Transaction Documents (other than the Purchase Agreement andthe Istisna Agreement) will be governed by English law and subject tothe jurisdiction of the English courts.

The Purchase Agreement and the Istisna Agreement will be governedby the laws of the Emirate of Dubai and applicable federal laws of theUnited Arab Emirates and subject to the jurisdiction of the courts ofDubai.

In respect of any dispute under the Service Agency Agreement, theDeclaration of Trust, the Agency Agreement, the Costs Undertakingand the Purchase Undertaking, Tamweel has consented to arbitrationin accordance with the Rules of the International Chamber ofCommerce if the Trustee so requires.

Waiver of Sovereign Immunity Tamweel acknowledges in the Transaction Documents to which it is aparty that to the extent that it may in any jurisdiction claim for itself orits assets or revenues immunity from suit, execution, before judgmentor otherwise or other legal process and to the extent that suchimmunity (whether or not claimed) may be attributed to it or its assetsor revenues, Tamweel represents and agrees that it will not claim andirrevocably and unconditionally waives such immunity in relation toany proceedings.

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RISK FACTORS

The purchase of Certificates may involve substantial risks and is suitable only for sophisticated investors whohave the knowledge and experience in financial and business matters necessary to enable them to evaluatethe risks and merits of an investment in the Certificates. Before making an investment decision, prospectivepurchasers of Certificates should consider carefully, in the light of their own financial circumstances andinvestment objectives, all of the information in this Prospectus.

Neither the Issuer nor Tamweel represents that the statements below regarding the risks of holding anyCertificates are exhaustive and the Issuer may be unable to pay amounts on or in connection with anyCertificate for reasons other than those described below.

Prospective investors should also read the detailed information set out elsewhere in this Prospectus andreach their own views prior to making any investment decision. Words and expressions defined in the Termsand Conditions shall have the same meanings in this section.

RISKS RELATING TO THE ISSUER

No operating history

The Issuer is a newly formed entity and has no operating history. The Issuer’s only material assets, whichwill be held on trust for Certificateholders, will be the Trust Assets, including the obligation of Tamweel tomake payments under the Transaction Documents to which it is a party. Therefore, the Issuer is subject toall the risks to which Tamweel is subject, to the extent that such risks could limit Tamweel’s ability to satisfyin full and on a timely basis its obligations under the Transaction Documents to which it is a party. Seesection Risk Factors relating to Tamweel for a further description of certain of these risks.

Limited Recourse

Recourse to the Issuer is limited to the Trust Assets and proceeds of the Trust Assets are the sole source ofpayments on the Certificates. Upon the occurrence of a Dissolution Event, the only remedy available to theTrustee or the Delegate, as the case may be, on behalf of the Certificateholders will be to exercise the rightunder the Purchase Undertaking to require Tamweel to purchase all of the Trustee’s rights, title and interestin and to the Portfolio Assets at the Exercise Price. Certificateholders will otherwise have no recourse to anyassets of Tamweel (to the extent it fulfils all of its obligations under the Transaction Documents to which itis a party), the Joint Lead Managers, the Agents, the Delegate or any affiliate of any of the foregoingentities in respect of any shortfall in the expected amounts from the Trust Assets. Tamweel is obliged tomake payments under the Transaction Documents to which it is a party directly to the Trustee, and theTrustee or the Delegate, as the case may be, on behalf of the Certificateholders, will have direct recourseagainst Tamweel to recover payments due to the Trustee from Tamweel pursuant to the TransactionDocuments to which Tamweel is a party. There can be no assurance that the net proceeds of the realisationof, or enforcement with respect to, the Trust Assets will be sufficient to make all payments due in respectof the Certificates. In the event that the proceeds of the Trust Assets are not sufficient to satisfy thepayments under the Certificates, the Certificateholders shall have no recourse against any other assets ofthe Issuer or the Trustee or against any director, shareholder, officer or employee of the Issuer or Trustee.Furthermore, under no circumstances shall any Certificateholder or the Trustee or the Delegate, as the casemay be, have any right to cause the sale or other disposition of any of the Trust Assets except pursuant tothe Purchase Undertaking and the sole right of the Trustee and the Certificateholders against Tamweel shallbe to enforce the obligation of Tamweel to pay the Exercise Price under the Purchase Undertaking. TheDelegate is not obliged to take any action following the occurrence of a Dissolution Event unless it has beendirected to do so and has been indemnified and/or secured to its satisfaction.

RISKS RELATING TO TAMWEEL

Tamweel’s business requires reliable funding sources

Tamweel will require additional funds to support home financing outlays and to support the future growthof its business. Tamweel’s ability to obtain external financing and the cost of such financing are dependenton numerous factors including general economic and capital market conditions, international financing

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rates, credit rating, credit availability from banks or other lenders, investor confidence in Tamweel, and thesuccess of Tamweel’s business.

There can be no assurance that additional financing, either on a short-term or long-term basis, will be madeavailable or, if available, that such financing will be obtained on terms favourable to Tamweel. Any failureto obtain financing in the amounts required, at rates that are appropriate to Tamweel’s business operationsor at all could have a material adverse effect on the business, results of operations, financial condition orprospects of Tamweel.

Tamweel’s funding sources are generally short term while its financing products are long term

Tamweel’s ability to provide long term home financing is dependent on its ability to adequately sourceappropriate funds to provide financing to customers. Tamweel has historically relied upon capitalcontributions from founding members, public markets, bank financing and corporate investment deposits.Some of these sources of funds are short-term in nature. To manage liquidity risk, Tamweel must seek long-term funding sources congruent in duration to the financing provided to its customers. Tamweel may attimes be required to obtain funding under unfavourable financial market conditions. Market conditions aredependent upon, amongst other things, the overall condition of the global and regional asset backedsecurities markets, the credit assessment criteria of credit rating agencies, the quality of Tamweel’s assets,and Tamweel’s performance on past securitisations. There is no guarantee that Tamweel will be able tosource long term funding on viable terms so as to match its home finance product offering. A limitation onthe part of Tamweel to adequately source funds with appropriate maturities could have a material adverseeffect on Tamweel’s business, financial condition, results of operations or prospects.

Tamweel’s business is subject to customer credit risk

Tamweel employs formal procedures to assess and monitor credit risk. The management of Tamweel is ofthe opinion that these procedures are in line with applicable international standards and in accordance withregulations applicable to Tamweel. In addition, management regularly reviews the state of financingreceivables and provision is made for any specific balances where recovery is doubtful. As at 31 March2008, Tamweel did not have any payments in excess of 180 days overdue and less than 2 per cent. of itspayments were overdue. Notwithstanding efforts on the part of Tamweel to manage credit exposure, noassurance can be given that Tamweel’s credit procedures will protect it against future defaults and suchdefaults could have a material adverse effect on Tamweel’s business, financial condition, results ofoperations or prospects.

Tamweel generally owns the property against which it provides home financing. In the event of customerdefault, Tamweel’s ability to realise its collateral will be subject to conditions in the real estate market atthat time. The real estate market is affected by many factors, including general economic conditions,availability of financing, interest rates and other factors, including supply and demand, that are beyondTamweel’s control. No assurance can be given that Tamweel will be able to realise any property in amountsthat exceed the debt due to it on a timely basis or at all. These factors could have a material adverse effecton Tamweel’s business, results of operations, financial condition or prospects.

Tamweel’s business is subject to operational risks

Operational risks and losses can result from fraud, error by employees, failure to document transactionsproperly or to obtain proper internal authorisation, failure to comply with regulatory requirements orconduct of business rules, failure of internal systems, equipment and external systems (including those ofTamweel’s counterparties or vendors) and the occurrence of natural disasters. Management is responsiblefor establishing an effective and efficient operational control environment in accordance with Tamweel’sstandards so that Tamweel’s assets are adequately protected and operational risks are sufficiently mitigated.Although Tamweel has implemented risk controls and loss mitigation strategies it is not possible to entirelyeliminate operational risks. Tamweel will, when appropriate, insure itself against operational risks.Notwithstanding insurance against operational risks, Tamweel might nonetheless be subject to lossesarising from operational risk as a result of inadequate insurance coverage and delay in claim settlement. Noassurance can be given that Tamweel will be successful in managing operational risk and any failure tomanage such risk could have a material adverse effect on Tamweel’s business, financial condition, resultsof operations or prospects.

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Tamweel’s business is reliant on qualified personnel

Tamweel’s operations depend, in part, on the continued service of senior executives and other qualifiedpersonnel as well as Tamweel’s ability to recruit and retain skilled employees. The competition for suchemployees in the UAE is intense. Tamweel’s failure to manage its personnel needs successfully could havea material adverse effect on Tamweel’s business, financial condition, results of operations or prospects.

Real estate valuation is inherently subjective and uncertain

Property assets are inherently difficult to value. Tamweel provides financing based on market best estimateswhich are subject to substantial uncertainty and are made on the basis of assumptions which may not becorrect. There can be no assurance that sales proceeds in the event of customer default would be sufficientto cover the finance provided by Tamweel. Multiple customer defaults could have a material adverse effecton Tamweel’s business, financial condition, results of operations or prospects.

Since the incorporation of Tamweel, the demand for residential and commercial property in Dubai hasincreased substantially. Part of current demand has been based on the assumption that there will becontinued economic growth in the UAE and continued political and financial stability. If this demand wereto decrease it could have a material adverse effect on Tamweel’s business, financial condition, results ofoperations or prospects.

Tamweel’s business is influenced by a principal beneficial shareholder

Tamweel’s principal beneficial shareholder is the Government of Dubai, with an indirect shareholding ofapproximately 27.6 per cent. (while a further approximately 10.0 per cent. is held by Dubai InvestmentGroup LLC, the majority of the shares of which are indirectly held by Dubai Holding LLC). By virtue of suchshareholding, the Government of Dubai has the ability to influence Tamweel’s business significantly throughits ability to control actions that require shareholder approval. Such influence by the Government of Dubaicould have a material adverse effect on Tamweel’s business, financial condition, results of operations orprospects. Furthermore, if circumstances were to arise where the interests of the Government of Dubai orany future significant shareholder conflict with the interests of the holders of Certificates, the holders ofthe Certificates could be disadvantaged.

Tamweel’s business is regionally concentrated in the UAE

Tamweel currently has all of its operating businesses in the UAE. Tamweel’s business may be affected by thefinancial, political and general economic conditions prevailing from time to time in the UAE or the MiddleEast generally. These markets are subject to greater risks than more developed markets, including in somecases significant legal, economic and political risks that could have a material adverse effect on Tamweel’sbusiness, financial condition, results of operations or prospects. Accordingly, investors should exerciseparticular care in evaluating the risks involved and must decide for themselves whether, in the light of thoserisks, their investment is appropriate. Generally, investment in such markets is only suitable for sophisticatedinvestors who fully appreciate the significance of the risks involved.

Tamweel’s business expansion strategy may not be successfully implemented and could lead toincreased costs and lower profitability

Tamweel intends to develop residential property financing businesses in Saudi Arabia and Egypt. Tamweel’sbusiness and prospects must be considered in light of the inherent risks, uncertainties, expenses anddifficulties encountered by companies such as Tamweel which are expanding geographically. There can beno assurance that the Tamweel will be successful in expanding its business in to these regions and anyfailure to do so could have a material adverse effect on Tamweel’s business, results or operations andfinancial condition.

Competition represents a continuous pressure on Tamweel’s business

High growth in the UAE’s real estate market is attracting interest from local and international real estatecompanies. Barriers to entry are relatively low and Tamweel anticipates an increase in the number of homefinanciers entering the real estate market. The introduction of new laws regulating the real estate marketand anticipated increased transparency of regulator frameworks and issuance of new title deeds are

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expected to further remove barriers to entry and result in increased competition. An increase in competitioncould have a material adverse effect on Tamweel’s business, financial condition, results of operations orprospects.

Tamweel’s success depends on its ability to manage growth

Tamweel’s ability to maintain and manage its growth effectively requires expansion of managementinformation system capabilities and operational systems and controls. Tamweel will need to attract, trainand retain senior executives, managers, technical professionals and other employees. Failure to meetresource expansion requirements could have a material adverse effect on Tamweel’s business, financialcondition, results of operations or prospects.

Any acquisition made by Tamweel might expose Tamweel to integration risks associated with streamliningbusiness activity, assets and personnel as well as servicing the debt obligations of the acquired company.The process of integrating an acquired business may involve unforeseen difficulties and may require adisproportionate amount of management attention and financial and other resources. At any point in time,Tamweel may be unable to continue to identify additional suitable acquisition opportunities, negotiateacceptable terms, obtain financing for acquisitions on satisfactory terms or successfully acquire identifiedtargets.

Joint ventures may expose Tamweel to additional liabilities

Tamweel is currently involved in, and may enter into further, joint venture arrangements with third parties.When entering into partnerships with other entities, Tamweel might be held liable for the actions of itspartner. As such, joint venture partnerships could have a material adverse effect on Tamweel’s business,financial condition, results of operations or prospects.

Tamweel’s business is subject to political, economic and related considerations

The UAE has enjoyed significant economic growth and relative political stability. There can be no assurancethat such growth or stability will continue. Moreover, while the UAE government’s policies have generallyresulted in improved economic performance, there can be no assurance that such level of performance canbe sustained. Tamweel’s business may also be materially adversely affected generally by political andeconomic developments in the UAE, the Middle East or the global market.

Specific risks in the Middle East that may have a material impact on Tamweel’s business, operating results,cash flows, financial condition and prospects include:

– an increase in inflation and the cost of living;

– political, social and economic instability;

– any acts of warfare, civil clashes and terrorist activities;

– governments’ actions or interventions, including tariffs, protectionism and subsidies;

– regulatory, taxation and legal structure changes;

– difficulties and delays in obtaining new permits and consents for Tamweel’s operations or renewingexisting ones;

– potential lack of reliability as to title to real property in certain jurisdictions where Tamweel operates;

– cancellation of contractual rights;

– lack of infrastructure;

– expropriation of assets; and

– inability to repatriate profits and/or dividends.

No assurance can be given that the UAE government will not implement regulations or fiscal or monetarypolicies, including policies, regulations, or new legal interpretations of existing regulations, relating to oraffecting taxation, interest rates or exchange controls, or otherwise take actions which could have a

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material adverse effect on Tamweel’s business, financial condition, results of operations or prospects orwhich could adversely affect the market price and liquidity of the Certificates.

Tamweel’s business may be affected if there are geo-political events that prevent Tamweel from deliveringits services. It is not possible to predict the occurrence of events or circumstances such as or similar to a waror the impact of such occurrences and no assurance can be given that Tamweel would be able to sustainits current profit levels or continue to operate as a viable business if such events or circumstances were tooccur. Therefore a downturn or instability in certain sectors of the UAE, regional or global economy couldhave an adverse effect on Tamweel’s business, financial condition, results of operations or prospects.

Expectations of Tamweel’s performance depends on future projections

The information contained in this Prospectus relating to Tamweel may contain forward-looking statementsbased on Tamweel’s forecasts, expectations, estimates and current public information. This Prospectus takesinto account Tamweel’s strategy, plans and capital expenditure forecasts. Tamweel does not guarantee itsfuture performance, which might be subject to unforeseen risks and other elements outside the control ofTamweel. Certain predictions are based on assumptions vis-à-vis future events and may not be accurate.Some factors which may lead to a discrepancy between the Tamweel’s predictions and actual resultsinclude, but are not limited to, changes in laws and policies in regions where Tamweel has or intends tohave an active presence; increase in competition due to, amongst other things, new market entrants,existing market players and new products; fluctuations in exchange rates, financing rates and inflationrates; and changes in laws. See risk factor Tamweel’s business is subject to political, economic and relatedconsiderations.

RISKS RELATING TO THE DEVELOPING MARKETS

Investments in emerging markets are subject to greater risk than investments in moredeveloped markets

Investors in emerging markets should be aware that these markets are subject to greater risks than moredeveloped markets, including in some cases significant legal, economic and political risks. Accordingly,investors should exercise particular care in evaluating the risks involved and must decide for themselveswhether, in the light of those risks, their investment is appropriate. Generally, investment in emergingmarkets is only suitable for sophisticated investors who fully appreciate the significance of the risk involved.

Legal and regulatory systems may create an uncertain environment for investment and businessactivities

Many countries in the MENA region are in the process of developing institutions and legal and regulatorysystems which are not yet as firmly established as they are in Western Europe and the United States. Somecountries (such as those countries comprising the Gulf Cooperation Council (“GCC”)) are also in theprocess of transitioning to a market economy and, as a result, may experience changes in their economiesand government policies (including, without limitation, policies relating to foreign ownership, repatriationof profits, property and contractual rights and planning and permit-granting regimes) that may affectTamweel’s business.

The MENA region has enjoyed significant economic growth and some countries (such as those in the GCC)have also enjoyed relative political stability. However, there can be no assurance that such growth orstability will continue. Moreover, while the governments’ policies in some MENA countries have generallyresulted in improved economic performance to date, there can be no assurance that such level ofperformance can be sustained.

No assurance can be given that the governments in the countries in which Tamweel maintains operationsor owns assets will not implement regulations or fiscal or monetary policies, including policies, regulations,or new legal interpretations of existing regulations, relating to or affecting taxation, financing rates orexchange controls, or otherwise take actions which could have a material adverse effect on Tamweel’sbusiness, financial condition, results of operations or prospects.

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RISKS RELATING TO THE CERTIFICATES

The Certificates may not be a suitable investment for all investors and the failure by an investorto understand their investment may result in losses

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

– have sufficient knowledge and experience to make a meaningful evaluation of the Certificates, themerits and risks of investing in the Certificates and the information contained in this Prospectus;

– have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of itsparticular financial situation, an investment in the Certificates and the impact the Certificates willhave on its overall investment portfolio;

– have sufficient financial resources and liquidity to bear all of the risks of an investment in theCertificates;

– understand thoroughly the terms of the Certificates and be familiar with the behaviour of anyrelevant financial markets; and

– be able to evaluate (either alone or with the help of a financial adviser) possible scenarios foreconomic and other factors that may affect its investment and its ability to bear the applicable risks.

The Certificates are complex financial instruments and such instruments may be purchased as a way toreduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overallportfolios. A potential investor should not invest in the Certificates unless it has the expertise (either aloneor with the help of a financial adviser) to evaluate how the Certificates will perform under changingconditions, the resulting effects on the value of such Certificates and the impact this investment will haveon the potential investor’s overall investment portfolio.

There can be no assurance that a secondary market for the Certificates will develop

There can be no assurance that a secondary market for the Certificates will develop or, if a secondarymarket does develop, that it will provide the Certificateholders with liquidity of investment or that it willcontinue for the life of the Certificates. The market value of Certificates may fluctuate. Consequently, anysale of Certificates by Certificateholders in any secondary market which may develop may be at a discountfrom the original purchase price of such Certificates. Hence an investor in the Certificates must be preparedto hold the Certificates for an indefinite period of time or until their maturity. Application has been madefor the Certificates to be listed on the primary exchange of the DIFX but there can be no assurance thatsuch listing will occur on or prior to the Closing Date or at all.

Credit Ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Certificates. The ratingsmay not reflect the potential impact of all risks related to the transaction structure, the market, theadditional factors discussed above or any other factors that may affect the value of the Certificates. A creditrating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the ratingagency at any time.

Certain investors may be affected by provisions under the EC Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is requiredto provide to the tax authorities of another Member State details of payments of interest (or similar income)paid by a person within its jurisdiction to an individual resident in that other Member State. However, fora transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period theyelect otherwise) to operate a withholding system in relation to such payments (the ending of suchtransitional period being dependent upon the conclusion of certain other agreements relating toinformation exchange with certain other counties). A number of non-EU countries and territories includingSwitzerland have adopted similar measures (a withholding system in the case of Switzerland) with effectfrom the same date.

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If a payment were to be made or collected through a Member State which has opted for a withholdingsystem and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuernor any Paying Agent nor any other person would be obliged to pay additional amounts with respect toany Certificate as a result of the imposition of such withholding tax. If a withholding tax is imposed onpayment made by a Paying Agent, the Issuer will be required to maintain a Paying Agent in a Member Statethat will not be obliged to withhold or deduct tax pursuant to the Directive.

The Certificates may be redeemed prior to their Maturity Date

In the event that the amount payable on the Certificates is required to include amounts or in certaincircumstances the Service Agent is required pursuant to the Service Agency Agreement to pay amounts tothe Trustee to ensure that the funds available to the Trustee are sufficient to pay the relevant DistributionAmount, in each case as a result of certain changes affecting taxation in the UAE or the Cayman Islands,or in each case any political subdivision or any authority thereof or therein having power to tax, the Trusteemay redeem all but not some only of the Certificates upon giving notice in accordance with Condition 6.4.

CERTAIN ADDITIONAL RISKS

There is no assurance that the Certificates will be Sharia compliant

Tamweel’s Fatwa & Sharia Supervisory Board, constituted by Dr. Hussain Hamid Hassan, Sheikh Dr.Mohammed Abdul Hakaim Zuair and Sheikh Mohammed Abdul Razak El Sedeiq, has confirmed that, intheir view, the proposed issue of the Certificates and the related structure and mechanism described in theTransaction Documents are in compliance with Sharia principles. However, there can be no assurance as tothe Sharia permissibility of the structure or the issue and the trading of the Certificates and none of theIssuer, Tamweel nor the Joint Lead Managers make any representation as to the same. Investors arereminded that, as with any Sharia views, differences in opinion are possible. Investors should obtain theirown independent Sharia advice as to the Sharia permissibility of the structure and the issue and the tradingof the Certificates.

Consents to variation of Transaction Documents and other matters

The Declaration of Trust contains provisions permitting the Delegate from time to time and at any timewithout any consent or sanction of the Certificateholders to make any modification to the Declaration ofTrust and the Conditions of the Certificates if, in the opinion of the Delegate such modification (a) is of aformal, minor or technical nature, or (b) is made to correct a manifest error, or (c) is not materially prejudicialto the interests of Certificateholders. Unless the Delegate otherwise decides, any such modification shall assoon as practicable thereafter be notified to the Certificateholders and shall in any event be binding uponthe Certificateholders.

There can be no assurance as to the impact of a change in the laws governing the Certificates

The Conditions and the Transaction Documents (other than the Purchase Agreement and the IstisnaAgreement) are based on English law in effect as at the date of this Prospectus. No assurance can be givenas to the impact of any possible judicial decision or change to English law after the date of this Prospectus,nor can any assurance be given as to whether any such change could adversely affect the ability of theIssuer to make payments under the Certificates.

Reliance on Euroclear and Clearstream, Luxembourg procedures

The Certificates will be represented on issue by a Global Certificate that will be deposited with a commondepositary for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the GlobalCertificate, investors will not be entitled to receive Certificates in definitive form. Euroclear and Clearstream,Luxembourg will maintain records of the interests in the Global Certificate. While the Certificates arerepresented by the Global Certificate, investors will be able to trade their interests only through Euroclearand Clearstream, Luxembourg.

While the Certificates are represented by the Global Certificate, the Issuer will discharge its paymentobligation under the Certificates by making payments to the common depositary for Euroclear andClearstream, Luxembourg for distribution to their account holders. A holder of an interest in the Global

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Certificate must rely on the procedures of Euroclear and Clearstream, Luxembourg and, where applicable,such account holders to receive payments under the relevant Certificates. The Issuer has no responsibilityor liability for the records relating to, or payments made in respect of, interests in the Global Certificate.

Holders of interests in the Global Certificate will not have a direct right to vote in respect of the relevantCertificates. Instead, such holders will be permitted to act only to the extent that they are enabled byEuroclear and Clearstream, Luxembourg to appoint appropriate proxies.

RISKS RELATING TO THE TRUST ASSETS AND THE PORTFOLIO ASSETS

Liability attaching to owners of assets

In order to comply with the requirements of Sharia, rights, title and interest in and to the Portfolio Assetswill pass to the Issuer, in its capacity as trustee, under the Purchase Agreement and the Istisna Agreement.The Trustee will declare a trust in respect of its rights, title and interest in and to such Portfolio Assets andthe other Trust Assets in favour of the Certificateholders pursuant to the Declaration of Trust. Accordingly,Certificateholders will have rights, title and interest in and to the Portfolio Assets unless transfer of suchrights, title and interest is prohibited by, or ineffective under, any applicable law (see risk factor Transfer ofthe Portfolio Assets below).

No investigation or enquiry will be made and no due diligence will be conducted in respect of any PortfolioAsset. Only limited representations will be obtained from Tamweel in respect of the Portfolio Assets. Inparticular, the precise terms of the Portfolio Assets or the nature of the assets sold will not be known(including whether there are any restrictions on transfer or any further obligations required to be performedby Tamweel to give effect to the transfer of the rights, title and interest in and to the Portfolio Assets). Nosteps will be taken to perfect any transfer of such rights, title and interest or otherwise give notice to anylessee or obligor in respect thereof. Obligors and lessees may have rights of set-off or counterclaim againstTamweel in respect of such Portfolio Assets.

Transfer of the Portfolio Assets

No investigation has been or will be made as to whether any interest in any Portfolio Assets may betransferred as a matter of the law governing the contracts, the law of the jurisdiction where such assets arelocated or any other relevant law. No investigation will be made to determine if the Purchase Agreementor the Istisna Agreement will have the effect of transferring an interest in the Portfolio Assets. Accordingly,no assurance is given that any rights, title and interest in and to the Portfolio Assets has been or will betransferred to the Trustee.

Nevertheless, the Certificateholders will not have any rights of enforcement as against the Portfolio Assetsand their rights are limited to enforcement against Tamweel of its obligation to purchase the Trustee’srights, title and interest in and to the Portfolio Assets pursuant to the terms of the Purchase Undertaking.Accordingly, any such restriction on the ability of Tamweel to make a “true sale” of the rights, title andinterest in and to the Portfolio Assets to the Trustee is likely to be of limited consequence to the rights ofthe Certificateholders.

By way of further assurance, Tamweel shall expressly declare in the Purchase Undertaking that the ExercisePrice represents a fair price for the Trustee’s rights, title and interest in and to the Portfolio Assets and thatit irrevocably and unconditionally accepts all or any rights, title and interest the Trustee may have in and tothe Portfolio Assets. If it breaches any such declaration or undertaking, or any administrator, liquidator orreceiver of Tamweel disputes or challenges the rights, title and interest that the Trustee has in and to thePortfolio Assets, Tamweel shall fully indemnify the Trustee for the purpose of redemption, in UAE dirham,in full of the outstanding Certificates and, accordingly, the amount payable under any such indemnity claimwill equal the Exercise Price.

Furthermore, Tamweel shall agree in the Purchase Undertaking that, in the event that the transfer of theTrustee’s rights, title and interest in and to the Portfolio Assets is for any reason found to have been, oralleged to have been, ineffective so that the Trustee is unable to deliver such interest (or part thereof) toTamweel in accordance with the terms of the Purchase Undertaking, Tamweel shall fully indemnify theTrustee for the purposes of redemption, in UAE dirham, in full of the outstanding Certificates and,accordingly, the amount payable under any such indemnity claim will equal the Exercise Price.

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RISKS RELATING TO ENFORCEMENT

UAE Bankruptcy Law

In the event of Tamweel’s insolvency, UAE bankruptcy law may adversely affect Tamweel’s ability to performunder the Purchase Undertaking and the Service Agency Agreement and therefore the Trustee’s ability tomake payments to Certificateholders. There is little precedent to predict how the claims on behalf ofCertificateholders would be resolved in the case of any insolvency of Tamweel.

Enforcement of Liabilities

Ultimately the payments under the Certificates are dependent upon Tamweel making payments to theTrustee under the Service Agency Agreement, the Sale Undertaking and the Purchase Undertaking. IfTamweel fails to do so, it may be necessary to bring an action against Tamweel to enforce its obligationsbefore the UAE courts which may be costly and time consuming.

Enforcing foreign judgments in Dubai

The Dubai courts are unlikely to enforce an English judgment without re-examining the merits of the claimand may not observe the choice by the parties of English law as the governing law of the relevantTransaction Documents. In addition, even if English law is accepted as the governing law, this will only beapplied to the extent that it is compatible with the laws of the Emirate of Dubai and UAE law and publicpolicy. This may mean that the Dubai courts may seek to interpret English law governed documents as ifgoverned by UAE law and there can therefore be no certainty that in those circumstances the Dubai courtswould give effect to such documents in the same manner as the parties may intend.

Judicial precedent in the United Arab Emirates has no binding effect on subsequent decisions. In addition,there is no formal system of reporting court decisions in the United Arab Emirates. These factors creategreater judicial uncertainty.

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TERMS AND CONDITIONS OF THE CERTIFICATES

The following is the text of the Terms and Conditions of the Certificates which (subject to completion andamendment and save for the text in italics) will be endorsed on each Certificate in definitive form (if issued)and will be attached and (subject to the provisions thereof) apply to the Global Certificate:

Each of the AED 1,100,000,000 Trust Certificates due 2013 (the “Certificates”) represents an undividedownership interest in the Trust Assets held on trust for the holders of such Certificates pursuant to adeclaration of trust (as amended or supplemented from time to time, the “Declaration of Trust”) dated21 July 2008 (the “Closing Date”) made between Tamweel Sukuk Limited (the “Issuer” and, in its capacityas trustee, the “Trustee”), Tamweel PJSC (“Tamweel”) and BNY Corporate Trustee Services Limited (the“Delegate”). The Certificates are constituted by the Declaration of Trust.

Payments and any delivery relating to the Certificates will be made in accordance with a paying agencyagreement dated the Closing Date (as amended or supplemented from time to time, the “AgencyAgreement”) made between the Issuer, the Delegate, and The Bank of New York Mellon, acting throughits London Branch as principal paying agent (in such capacity, the “Principal Paying Agent” and, togetherwith any further or other paying agents appointed from time to time in respect of the Certificates, the“Paying Agents”), as replacement agent (in such capacity, the “Replacement Agent” and, together withany further or other replacement agents appointed from time to time in respect of the Certificates, the“Replacement Agents”), and as calculation agent (in such capacity, the “Calculation Agent”) and TheBank of New York (Luxembourg) S.A. as registrar (in such capacity, the “Registrar”) and as transfer agent(in such capacity, the “Transfer Agent” and, together with any further or other transfer agents appointedfrom time to time in respect of the Certificates, the “Transfer Agents”). References to the Delegate, thePrincipal Paying Agent, the Paying Agents, the Transfer Agents, the Replacement Agents, the CalculationAgent and the Registrar shall include any successor thereto in each case in such capacity.

The statements in these Conditions (the “Conditions”) include summaries of certain provisions of theDeclaration of Trust, the Agency Agreement, the Purchase Agreement, the Istisna Agreement, the ServiceAgency Agreement, the Purchase Undertaking and the Sale Undertaking. Unless given a defined meaningelsewhere in these Conditions or the context requires otherwise, capitalised terms used in these Conditionsshall have the meanings given in Condition 19. In addition (unless the context requires otherwise), wordsand expressions defined and rules of construction and interpretation set out in the Declaration of Trust shallhave the same meanings herein. Copies of the Transaction Documents are available for inspection byCertificateholders during normal business hours at the specified offices of the Paying Agents. TheCertificateholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all theprovisions of the Declaration of Trust and those applicable to them of the Agency Agreement.

Each initial Certificateholder, by its acquisition and holding of its interest in a Certificate, shall be deemedto authorise and direct the Issuer (i) to apply the sums paid by it in respect of its Certificates towards theprice payable by the Issuer for the purchase of Tamweel’s rights, title and interest in and to the OriginalLeased Assets under the Purchase Agreement and the Original Istisna Assets under the Istisna Agreementand (ii) to enter into each Transaction Document to which it is a party, subject to the terms and conditionsof the Declaration of Trust and these Conditions.

Under the Declaration of Trust, the Trustee has delegated to the Delegate certain rights and obligationsunder these Conditions. To the extent of such delegation, any reference in these Conditions to the Trusteeshall be interpreted as a reference to the Delegate.

1 Form, Denomination and Title

1.1 Form and Denomination

The Certificates are issued in registered form in face amounts of AED 500,000 and integral multiplesof AED 100,000 in excess thereof. A certificate will be issued to each Certificateholder in respect ofits registered holding of Certificates. Each certificate will be numbered serially with an identifyingnumber which will be recorded on the relevant certificate and in the register (the “Register”) ofCertificateholders which the Issuer will cause to be kept by the Registrar.

Upon issue, the Certificates will be represented by a Global Certificate deposited with a commondepositary for, and representing Certificates registered in the name of a nominee of the common

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Level: 5 – From: 5 – Wednesday, July 16, 2008 – 11:30 – eprint3 – 3989 Section 04 : 3989 Section 04Level: 5 – From: 5 – Wednesday, July 16, 2008 – 11:30 – eprint3 – 3989 Section 04 : 3989 Section 04

depositary for, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. The Conditionsare modified by certain provisions contained in the Global Certificate. Except in the limitedcircumstances described in the Global Certificate, owners of interests in Certificates represented bythe Global Certificate will not be entitled to receive definitive Certificates in respect of their individualholdings of Certificates. The Certificates are not issuable in bearer form.

1.2 Title

The Issuer will cause the Registrar to maintain the Register in respect of the Certificates in accordancewith the provisions of the Agency Agreement. Title to the Certificates passes only by registration inthe Register. The registered holder of any Certificate will (except as otherwise required by law) betreated as its absolute owner for all purposes (whether or not any payment thereon is overdue andregardless of any notice of ownership, trust or any interest or any writing on, or the theft or loss of,the Certificate issued in respect of it) and no person will be liable for so treating the holder of anyCertificate. In these Conditions, “Certificateholder” and (in relation to a Certificate) “holder”have the definitions given thereto in the Declaration of Trust.

2 Transfers of Certificates and Issue of Certificates

2.1 Transfers

Subject to Conditions 2.4 and 2.5 and to the limitations as to transfer set out in the AgencyAgreement, a Certificate may be transferred by depositing the certificate issued in respect of thatCertificate, with the form of transfer duly completed and signed, at the specified office of any of theTransfer Agents.

Transfers of interests in the Certificates represented by the Global Certificate will be effected inaccordance with the rules of the relevant clearing systems.

2.2 Delivery of New Certificates

Each new certificate to be issued upon transfer of Certificates will, within five business days ofreceipt by the relevant Transfer Agent of the duly completed form of transfer provided at the officesof the Transfer Agent, be mailed by uninsured mail at the risk of the holder entitled to the Certificateto the address specified in the form of transfer.

Where some but not all of the face amount of the Certificates in respect of which a certificate isissued are to be transferred, a new certificate in respect of the face amount of the Certificates notso transferred will, within five business days of receipt by the relevant Transfer Agent of the originalcertificate, be mailed by uninsured mail at the risk of the holder of the face amount of theCertificates not so transferred to the address of such holder appearing on the Register or as specifiedin the form of transfer.

Except in the limited circumstances described in the Global Certificate, owners of interests in theCertificates will not be entitled to receive physical delivery of Certificates.

For the purposes of this Condition, “business day” shall mean a day on which banks are open forbusiness in the city in which the specified office of the Registrar and the Transfer Agent with whoma certificate is deposited in connection with a transfer is located.

2.3 Formalities Free of Charge

Registration of transfers of Certificates will be effected without charge by or on behalf of the Issueror any Transfer Agent but upon payment (or the giving of such indemnity as the Issuer or anyTransfer Agent may reasonably require) by the transferee in respect of any stamp duty, tax or othergovernmental charges which may be imposed in relation to such transfer.

2.4 Transfers after Transfer Record Date

No Certificateholder may require the transfer of a Certificate to be registered (a) during the periodof seven days ending on (and including) any Tax Redemption Date or Dissolution Redemption Date

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or (b) during the period of seven days ending on (and including) any Periodic Distribution Date or, asthe case may be, the Maturity Date.

2.5 Regulations

All transfers of Certificates and entries on the Register will be made subject to the detailedregulations concerning transfer of Certificates scheduled to the Agency Agreement. The regulationsmay be changed by the Issuer from time to time with the prior written approval of the Registrar. Acopy of the current regulations will be mailed (free of charge) by the Registrar to anyCertificateholder who requests in writing a copy of the regulations.

3 Status and Limited Recourse

3.1 Status

Each Certificate evidences an undivided ownership interest in the Trust Assets and ranks pari passu,without any preference, with the other Certificates.

3.2 Limited Recourse

Notwithstanding anything to the contrary contained herein or in any Transaction Document, nopayment of any amount whatsoever shall be made in respect of the Certificates by the Issuer or anyagents thereof except to the extent that funds are available therefor from the Trust Assets.

The Certificates do not represent an interest in any of the Issuer, the Obligor, the Trustee, theDelegate, the Agents or any of their respective affiliates. Certificateholders by subscribing for oracquiring the Certificates acknowledge that no recourse may be had for the payment of any amountowing in respect of the Certificates against the Obligor (to the extent that it fulfils all of itsobligations under the relevant Transaction Documents to which it is a party), or any of the Issuer, theTrustee, the Delegate or the Agents to the extent the Trust Assets have been exhausted followingwhich all obligations of the Issuer and the Trustee shall be extinguished.

No recourse under any obligation, covenant or agreement contained in these Conditions shall be hadagainst any shareholder, member, officer, agent or director of the Issuer or the Trustee, by theenforcement of any assessment or by any proceeding, by virtue of any statute or otherwise. Theobligations of the Issuer under these Conditions are corporate limited liability obligations of theIssuer and no personal liability shall attach to or be incurred by the shareholders, members, officers,agents or directors of the Issuer save in the case of their wilful default or fraud.

The net proceeds of the realisation of, or enforcement with respect to, the Trust Assets may not besufficient to make all payments due in respect of the Certificates. If, following distribution of suchproceeds, there remains a shortfall in payments due under the Certificates, no Certificateholder willhave any claim against the Obligor (to the extent that each fulfils all of its obligations under therelevant Transaction Documents to which it is a party), or against any of the Issuer, the Trustee, theDelegate, the Agents or any of their affiliates or recourse to any of their assets in respect of suchshortfall and any unsatisfied claims of Certificateholders shall be extinguished. In addition, noCertificateholder will be able to petition for, or join any other person in instituting proceedings for,the reorganisation, liquidation, winding up or receivership of the Obligor (to the extent that it fulfilsall of its obligations under the relevant Transaction Documents to which it is a party), or any of theIssuer, the Trustee, the Delegate, the Agents or any of their affiliates as a consequence of suchshortfall or otherwise.

4 Trust

4.1 Summary of the Trust

The Issuer will act as trustee for and on behalf of Certificateholders pursuant to the Declaration ofTrust.

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On the Closing Date, the Trustee will enter into a purchase agreement (the “Purchase Agreement”)with Tamweel, pursuant to which the Trustee will purchase Tamweel’s rights, title and interest in andto the Original Leased Assets.

On the Closing Date, the Trustee will enter into an istisna agreement (the “Istisna Agreement”)with Tamweel, pursuant to which the Trustee will purchase (by way of istisna) Tamweel’s rights, titleand interest in and to the Original Istisna Assets.

Pursuant to the service agency agreement (the “Service Agency Agreement”) to be entered intoon the Closing Date between the Trustee and Tamweel, in its capacity as Service Agent, the ServiceAgent shall provide certain services with respect to the Portfolio Assets, as more particularlydescribed in the Service Agency Agreement.

Pursuant to the purchase undertaking (the “Purchase Undertaking”) dated the Closing Dateprovided by Tamweel (in such capacity, the “Obligor”) in favour of the Trustee, the Obligor shallundertake to purchase all of the Trustee’s rights, title and interest in and to the Portfolio Assets atthe Exercise Price on the Exercise Date following the issue of an Exercise Notice from the Trustee,which the Trustee shall deliver to the Obligor not less than three Business Days prior to anyDissolution Redemption Date (if any), or, provided that a Rating Downgrade Event has occurred, atany time between the Closing Date and the Maturity Date, or no later than 3 Business Days and noearlier than 30 Business Days prior to the Maturity Date, in each case, in the form set out in thePurchase Undertaking.

On the Closing Date, the Trustee shall execute a sale undertaking (the “Sale Undertaking”) infavour of Tamweel. Pursuant to the Sale Undertaking, subject to a Tax Event occurring, Tamweel may,by exercising its option under the Sale Undertaking by delivering a Tax Event Exercise Notice to theTrustee by no earlier than 65, and no later than 45, days prior to the Tax Redemption Date, obligethe Trustee to sell all of its rights, title and interest in and to the Portfolio Assets on the TaxRedemption Date at the Exercise Price. In addition, Tamweel has the right to substitute any PortfolioAsset which is the subject of an istisna agreement, a forward lease agreement or an ijara contractwith other assets, as more particularly described in the Sale Undertaking.

Pursuant to the Declaration of Trust, the Issuer will declare a trust (the “Trust”) for the benefit ofthe Certificateholders over all of its rights, title, interest and benefit, present and future, in, to andunder the Portfolio Assets and each of the Transaction Documents, all moneys which may now be,or hereafter from time to time are, standing to the credit of the Transaction Account and all proceeds(including insurance proceeds) of the foregoing (together, the “Trust Assets”). All payments byeither the Service Agent or the Obligor to the Trustee for the Certificateholders under eachTransaction Document to which it is party will be deposited into an account of the Trusteemaintained for such purpose (the “Transaction Account”).

4.2 Application of Proceeds from Trust Assets

Pursuant to the Declaration of Trust, the Trustee holds the Trust Assets for and on behalf of theCertificateholders. On each Periodic Distribution Date, or on a Redemption Date, the Trustee shallapply the moneys standing to the credit of the Transaction Account in the following order of priority:

(a) first, to pay the Delegate an amount equal to any sum payable to it on account of its properlyincurred fees, costs, charges and expenses and to pay or provide for the payment orsatisfaction of any Liability incurred (or reasonably expected to be incurred) by the Delegatepursuant to the Declaration of Trust or in connection with any of the other TransactionDocuments or these Conditions;

(b) second, only if payment is due on a Periodic Distribution Date, to the Principal Paying Agentfor application in or towards payment pari passu and rateably of all Periodic DistributionAmounts due but unpaid; and

(c) third, only if such payment is due on a Redemption Date, to the Principal Paying Agent forapplication in or towards payment pari passu and rateably of the Redemption Amount.

(d) fourth, only if such payment is due on a Redemption Date, in payment of the surplus (if any)to the Issuer.

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The Principal Paying Agent shall apply the moneys so received towards the payments set forth above.

5 Periodic Distributions

5.1 Periodic Distribution Amounts and Periodic Distribution Dates

A distribution amount, representing a defined share of the profit in respect of the Trust Assetsderived from payments made to the Trustee under the Service Agency Agreement, will be payableon the Certificates and be distributed in accordance with these Conditions.

Subject to Condition 3.2 and Condition 4.2, the distribution payable in respect of the Certificates forany Periodic Distribution Period shall be the Periodic Distribution Amount and will be made by theIssuer in respect of the Certificates in arrear on each Periodic Distribution Date in accordance withCondition 7.

The Periodic Distribution Amount payable on any Periodic Distribution Date shall be distributed toeach Certificateholder pro rata (in an amount calculated by multiplying the Periodic DistributionAmount by a fraction of which the numerator is the face amount of the relevant Certificateholder’sCertificates and the denominator is the Aggregate Face Amount on the relevant Periodic DistributionDate, and rounding the resultant figure to the nearest AED 0.01, AED 0.005 being roundedupwards).

5.2 EIBOR Determination

EIBOR for each Periodic Distribution Period shall be determined by or on behalf of the Issuer inaccordance with the following provisions:

(a) on each EIBOR Determination Date, the Calculation Agent, on behalf of the Issuer, willdetermine the Screen Rate at approximately 1.00 p.m. (Dubai time) on such EIBORDetermination Date and such Screen Rate shall be the value of EIBOR for the forthcomingPeriodic Distribution Period;

(b) if the Screen Rate is unavailable, the Calculation Agent shall request the principal Dubai orAbu Dhabi office of each Reference Bank to provide it with the rate at which deposits in UAEdirham are offered by it to prime banks in the UAE inter-bank market for a period of threemonths at approximately 1.00 p.m. (Dubai time) on such EIBOR Determination Date and, solong as at least two of the Reference Banks provide such rates, the arithmetic mean of suchrates (rounded if necessary to the fourth decimal place, with 0.00005 being roundedupwards) as calculated by the Calculation Agent shall be the value of EIBOR for theforthcoming Periodic Distribution Period;

(c) if fewer than two rates are provided by the Reference Banks, the value of EIBOR for theforthcoming Periodic Distribution Period shall be the arithmetic mean of the rates quoted bymajor banks in Dubai or Abu Dhabi (as applicable), as selected by the Calculation Agent, atapproximately 1.00 p.m. (Dubai time) on the first day of such Periodic Distribution Period forloans in UAE dirham to leading UAE banks for a period of six months commencing on the firstday of such Periodic Distribution Period and for a an amount equal to the Aggregate FaceAmount at the relevant time; and

(d) if EIBOR cannot be determined in accordance with the above provisions, the value of EIBORfor the forthcoming Periodic Distribution Period shall be as determined on the precedingEIBOR Determination Date.

Following determination of each of EIBOR and the Periodic Distribution Amount for the forthcomingPeriodic Distribution Period and the related Periodic Distribution Date by the Calculation Agent, theCalculation Agent shall, if required to do so by the rules of the relevant stock exchange, notify, orshall procure the notification to, the stock exchange on which the Certificates are listed and/ortraded at the relevant time, as soon as practicable after the determination thereof but in no eventlater than the first day of the relevant Periodic Distribution Period, details of such EIBOR and PeriodicDistribution Amount. In addition, the Calculation Agent shall arrange for such EIBOR and PeriodicDistribution Amount to be published in accordance with Condition 16 as soon as practicable aftertheir determination but in no event later than the fourth Business Day thereafter.

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Each Periodic Distribution Amount and Periodic Distribution Date may subsequently be amended (orappropriate alternative arrangements made by way of adjustment) without notice in the event of anextension or shortening of the related Periodic Distribution Period. In the event of any suchamendment, the Calculation Agent shall, as soon as practicable thereafter, notify the stock exchangeon which the Certificates are listed and/or traded at the relevant time of the amended PeriodicDistribution Amount and Periodic Distribution Date, and shall arrange for such amended PeriodicDistribution Amount and Periodic Distribution Date to be published in accordance with Condition 16as soon as practicable after determination of such amendment but in no event later than the fourthBusiness Day thereafter.

5.3 Notifications etc.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,expressed, made or obtained for the purposes of this Condition 5 by the Calculation Agent on behalfof the Issuer will (in the absence of manifest error) be binding on the Issuer, the Trustee, theDelegate, the Obligor, the Agents and the Certificateholders. No liability to the Issuer, the Trustee,the Delegate, the Obligor, the Agents or the Certificateholders shall attach to the Calculation Agentin connection with the exercise or non-exercise by it of its powers, duties and discretions for suchpurposes.

5.4 Cessation of Accrual

No further amounts will accrue or be payable on any Certificate from and including its due date forredemption.

6 Redemption

6.1 Scheduled Redemption

Unless previously redeemed, the Certificates shall be redeemed in full by the Issuer on the MaturityDate at the Redemption Amount as of such date, and the Trust shall be dissolved following suchpayment in full.

The Redemption Amount shall be distributed on the Maturity Date pro rata amongst the Certificates.The Calculation Agent will calculate the amount payable in respect of any Certificate by multiplyingthe Redemption Amount by a fraction of which the numerator is the face amount of the relevantCertificate and the denominator is the Aggregate Face Amount on the Maturity Date and roundingthe resultant figure to the nearest AED 0.01, AED 0.005 being rounded upwards.

6.2 Redemption following a Dissolution Event

Following the occurrence of a Dissolution Event, the Certificates may, subject to Condition 10, beredeemed by the Issuer in full on the Dissolution Redemption Date at the Redemption Amount, andthe Trust shall be dissolved following such payment in full.

The Redemption Amount shall be distributed on any Dissolution Redemption Date pro rata amongstthe Certificates. The Calculation Agent will calculate the amount payable in respect of any Certificateby multiplying the Redemption Amount by a fraction of which the numerator is the face amount ofthe relevant Certificate and the denominator is the Aggregate Face Amount on the DissolutionRedemption Date and rounding the resultant figure to the nearest AED 0.01, AED 0.005 beingrounded upwards.

6.3 Redemption following a Rating Downgrade Event

Following the occurrence of a Rating Downgrade Event, the Certificates may be redeemed by theIssuer in full on the Rating Downgrade Redemption Date (as defined below) at the RedemptionAmount, and the Trust shall be dissolved following such payment in full, subject to the following:

(a) the Issuer shall give notice of the occurrence of a Rating Downgrade Event to Tamweel, andto the Delegate and the Certificateholders in accordance with Condition 16 with a request tosuch Certificateholders to indicate if they wish the Trust to be dissolved, and

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(b) following the issuance of a notice pursuant to paragraph (a) above, and if so requested inwriting by the holders of at least 50 per cent. in the Aggregate Face Amount, or if directedby an Extraordinary Resolution of the holders of the Certificates, the Delegate shall (subject ineach case to being indemnified and/or secured to its satisfaction) give notice to the holders ofthe Certificates in accordance with Condition 16 that the Certificates are immediately due andpayable at the Redemption Amount on the Rating Downgrade Redemption Date and that theTrust is to be dissolved on the day after the last outstanding Certificate has been paid in full.

The Redemption Amount shall be distributed on the Periodic Distribution Date specified in the noticeserved on Tamweel in accordance with the terms of the Purchase Undertaking (the “RatingDowngrade Redemption Date”) pro rata amongst the Certificates. The Calculation Agent willcalculate the amount payable in respect of any Certificate by multiplying the Redemption Amountby a fraction of which the numerator is the face amount of the relevant Certificate and thedenominator is the Aggregate Face Amount on the Rating Downgrade Redemption Date androunding the resultant figure to the nearest AED 0.01, AED 0.005 being rounded upwards.

6.4 Redemption for Taxation Reasons

(a) Tax Event

Upon exercise by Tamweel of its option under the Sale Undertaking and the Issuer givingCertificateholders not less than 30 days’ and not more than 65 days’ notice prior to thePeriodic Distribution Date specified in the notice (the “Tax Redemption Date”) given by theIssuer to the Certificateholders in accordance with Condition 16 (which notice shall beirrevocable), all, but not some only, of the Certificates will be redeemed in whole at theRedemption Amount if:

(i) (1) the Issuer has or will become obliged to pay additional amounts pursuant toCondition 8 as a result of any change in, or amendment to, the laws or regulations ofany Relevant Jurisdiction, or any change in the application or official interpretation ofsuch laws or regulations (including a holding by a court of competent jurisdiction),which change or amendment becomes effective on or after 16 July 2008, and (2) suchobligation cannot be avoided by the Issuer taking reasonable measures available to it;or

(ii) the Service Agent has or will become obliged to pay amounts under the Service AgencyAgreement to ensure that the funds available to the Trustee are sufficient to pay therelevant Periodic Distribution Amount as a result of any change in, or amendment to,the laws or regulations of any Relevant Jurisdiction, or any change in the application orofficial interpretation of such laws or regulations (including a holding by a court ofcompetent jurisdiction), which change or amendment becomes effective on or after 16July 2008,

(each a “Tax Event”), provided that no such notice of redemption shall be given earlier than30 days prior to the earliest date on which, in the case of Condition 6.4(a)(i), the Issuer wouldbe obliged to pay such additional amounts were a payment in respect of the Certificates thendue and, in the case of Condition 6.4(a)(ii), the Service Agent would be obliged to pay suchamounts were a payment to the Trustee under the Service Agency Agreement then due.

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuershall deliver to the Delegate (x) a certificate signed by two directors of the Issuer (in the caseof Condition 6.4(a)(i)) stating that the obligation referred to in (i) above cannot be avoided bythe Issuer (having taken reasonable measures available to it) and (y) an opinion ofindependent legal or tax advisers of recognised international standing to the effect that suchchange or amendment has occurred (irrespective of whether such amendment or change isthen effective) and the Delegate shall (without any investigation required of it) accept suchcertificate and opinion as sufficient evidence of the conditions set out in (i) and (ii) abovewithout liability to any person in which event it shall be conclusive and binding on theCertificateholders.

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Upon the Tax Redemption Date, the Issuer shall redeem the Certificates at the RedemptionAmount, and the Trust shall be dissolved following such payment in full.

(b) Redemption Amount

The Redemption Amount payable on the Tax Redemption Date shall be distributed pro rataamongst the Certificates to be redeemed on the Tax Redemption Date. The Calculation Agentwill calculate the amount payable in respect of any Certificate by multiplying the RedemptionAmount by a fraction of which the numerator is the face amount of the relevant Certificateand the denominator is the Aggregate Face Amount, in each case on the Tax RedemptionDate, and rounding the resultant figure to the nearest AED 0.01, AED 0.005 being roundedupwards.

6.5 Cancellation

All Certificates which are redeemed in full will forthwith be cancelled and accordingly may not beheld, reissued or sold.

7 Payments

7.1 Payments in Respect of Certificates

Subject to Condition 7.2, payment of any Redemption Amount will be made on the relevant duedate for payment by the Principal Paying Agent by wire transfer in same day funds to the registeredaccount of each Certificateholder or by a UAE dirham cheque drawn on a bank that processespayments in UAE dirham and mailed to the registered address of the Certificateholder if it does nothave a registered account. Payments of any Redemption Amount due will only be made againstsurrender of the relevant Certificate at the specified office of any of the Paying Agents.

Subject to Condition 7.2, payment of any Periodic Distribution Amount will be made on the relevantdue date for payment by the Principal Paying Agent by wire transfer in same day funds to theCertificateholder shown on the Register at the close of business on the seventh day before thePeriodic Distribution Date. Such payment will be made to the registered account of eachCertificateholder or by a UAE dirham cheque drawn on a bank that processes payments in UAEdirham and mailed to the registered address of the Certificateholder if it does not have a registeredaccount.

For the purposes of this Condition, a Certificateholder’s “registered account” means the UAEdirham account maintained by or on behalf of it with a bank that processes payments in UAEdirham, details of which appear on the Register at the close of business on the second Business Daybefore the due date for payment and a Certificateholder’s “registered address” means its addressappearing on the Register at that time.

7.2 Payments subject to applicable laws

Payments in respect of Certificates are subject in all cases to any fiscal or other laws and regulationsapplicable in the place of payment, but without prejudice to the provisions of Condition 8.

7.3 Payment only on a Business Day

Where payment is to be made by transfer to a registered account, payment instructions (for valuethe due date or, if that is not a Business Day, for value the first following day which is a Business Day)will be initiated and, where payment is to be made by cheque, the cheque will be mailed in eachcase by the Principal Paying Agent, on the date for payment or, if later, on the Business Day on whichthe relevant Certificate is surrendered at the specified office of a Paying Agent.

Certificateholders will not be entitled to any Periodic Distribution Amount and/or RedemptionAmount or other payment for any delay after the due date in receiving the amount due if the duedate is not a Business Day, if the relevant Certificateholder is late in surrendering its Certificate (ifrequired to do so) or if a cheque mailed in accordance with this Condition arrives after the due datefor payment.

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7.4 Agents

The Issuer reserves the right at any time to vary or terminate the appointment of any Agent and toappoint additional or other Agents provided that it will ensure that it maintains a Paying Agent in aMember State of the European Union that will not be obliged to withhold or deduct tax pursuant toEuropean Council Directive 2003/48/EC or any law implementing or complying with, or introducedin order to conform to, such Directive. Notice of any termination or appointment and of any changesin specified offices will be given to Certificateholders promptly by the Issuer in accordance withCondition 16.

7.5 Calculation Agent

(a) Appointment

The Issuer shall procure that so long as any of the Certificates remains outstanding there shallat all times be a Calculation Agent to undertake all necessary calculations and/ordeterminations required pursuant to the Conditions and the Transaction Documents for thepurposes of calculating the relevant amounts due to be paid and/or delivered on theCertificates provided that the Issuer may terminate the appointment of such CalculationAgent in accordance with the provisions of the Agency Agreement. Unless otherwisespecified, all such calculations shall be undertaken in respect of each AED 100,000 in faceamount of Certificates. In the event of the appointed office of any bank being unable orunwilling to continue to act as the Calculation Agent or failing duly to determine the amountdue to be paid or delivered on any Periodic Distribution Date or Redemption Date, the Issuershall appoint the London office of another major bank engaged in the London interbankmarket to act in its place. If the Issuer shall fail, within a reasonable time, to appoint any suchreplacement, the Delegate shall be entitled (but not obliged) to make such appointment. TheCalculation Agent may not resign its duties or be removed without a successor having beenappointed.

(b) Determinations binding

Any determination or calculation made by the Calculation Agent shall (in the absence ofmanifest error) be final and binding on the Issuer, the Trustee, the Delegate, the Obligor, theService Agent, the Certificateholders and the other Agents. The Calculation Agent mayconsult on any matter with any legal or other adviser selected by it and it shall not be liablein respect of anything done or omitted to be done relating to that matter in good faith inaccordance with that adviser’s opinion.

8 Taxation

All payments in respect of the Certificates shall be made in full without withholding or deductionfor, or on account of, any present or future taxes, levies, duties, fees, assessments or other chargesof whatever nature, imposed or levied by or on behalf of a Relevant Jurisdiction (“Taxes”), unlessthe withholding or deduction of such Taxes is required by law. In such event, the Issuer shall berequired to pay additional amounts so that the full amount which otherwise would have been dueand payable under the Certificates (if no such withholding or deduction had been made or requiredto be made) is received by the parties entitled thereto, except that no such additional amount shallbe payable by the Issuer in relation to any payment in respect of any Certificate:

(a) presented for payment (where presentation is required) by or on behalf of a holder who isliable for such Taxes in respect of such Certificate by reason of having some connection withany Relevant Jurisdiction other than the mere holding of such Certificate; or

(b) presented for payment (where presentation is required) more than 30 days after the due datefor payment of the Redemption Amount except to the extent that a holder would have beenentitled to additional amounts on presenting the same for payment on the last day of theperiod of 30 days assuming, whether or not such is in fact the case, that day to have been aBusiness Day; or

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(c) where such withholding or deduction is imposed on a payment to an individual and isrequired to be made pursuant to the European Council Directive 2003/48/EC or any lawimplementing or complying with, or introduced in order to conform to, such Directive; or

(d) presented for payment (where presentation is required) by or on behalf of a Certificateholderwho would be able to avoid such withholding or deduction by presenting the relevantCertificate to another Paying Agent in a Member State of the European Union.

9 Prescription

Claims in respect of amounts due in respect of the Certificates will become prescribed unless madewithin periods of 10 years (in the case of the Redemption Amount) and five years (in the case ofPeriodic Distribution Amounts) from the Relevant Date in respect of the Certificates, subject to theprovisions of Condition 7.

10 Dissolution Events

The occurrence of any of the following events shall constitute a “Dissolution Event”:

(a) a default is made in the payment of any Periodic Distribution Amount or the RedemptionAmount on the date fixed for payment thereof and such default continues unremedied for aperiod of three Business Days; or

(b) the Issuer defaults in the performance or observance of any of its other obligations under orin respect of the Declaration of Trust and (except in any case where the failure is incapable ofremedy) such default remains unremedied for 30 days after written notice thereof, addressedto the Issuer by the Delegate, has been delivered to the Issuer; or

(c) an Event of Default occurs; or

(d) at any time it is or will become unlawful for the Issuer to perform or comply with any of itsobligations under the Transaction Documents to which it is a party or any of the obligationsof the Issuer under the Transaction Documents to which it is a party are not, or cease to be,legal, valid, binding and enforceable; or

(e) either (i) the Issuer becomes insolvent or is unable to pay its debts as they fall due; (ii) anadministrator or liquidator of the whole or substantially the whole of the undertaking, assetsand revenues of the Issuer is appointed (or application for any such appointment is made); (iii)the Issuer takes any action for a readjustment or deferment of any of its obligations or makesa general assignment or an arrangement or composition with or for the benefit of itscreditors; or (iv) the Issuer ceases or threatens to cease to carry on all or substantially thewhole of its business (otherwise than for the purposes of or pursuant to an amalgamation,reorganisation or restructuring whilst solvent); or

(f) an order or decree is made or an effective resolution is passed for the winding up, liquidationor dissolution of the Issuer; or

(g) any event occurs which under the laws of the Cayman Islands has an analogous effect to anyof the events referred to in paragraphs (e) and (f) above.

Upon the occurrence of a Dissolution Event, the Issuer shall give notice of the occurrence of suchDissolution Event to the Delegate and the Certificateholders in accordance with Condition 16 witha request to such Certificateholders to indicate if they wish the Trust to be dissolved.

Upon the occurrence of a Dissolution Event following the issuance of a notice pursuant to thepreceding paragraph, the Delegate in its sole discretion may, and if so requested in writing by theholders of at least 25 per cent. in Aggregate Face Amount, or if so directed by an ExtraordinaryResolution of the holders of the Certificates shall (subject in each case to being indemnified and/orsecured to its satisfaction), give notice to all the holders of such Certificates in accordance withCondition 16 that the Certificates are immediately due and payable at the Redemption Amount onthe date specified in such notice (the “Dissolution Redemption Date”) and that the Trust is to bedissolved on the day after the last outstanding Certificate has been paid in full.

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11 Covenants

The Issuer has irrevocably undertaken in the Declaration of Trust that, among other things, for solong as any Certificate is outstanding, it shall not:

(a) incur any indebtedness in respect of borrowed money or any other financing whatsoever, orgive any guarantee in respect of any obligation of any person other than those in issue as atthe Closing Date or as permitted pursuant to any Transaction Document;

(b) secure any of its present or future indebtedness for borrowed money or any other financingby any lien, pledge, charge or other security interest upon any of its present or future assets,properties or revenues (other than those arising by operation of law) except pursuant to anyTransaction Document;

(c) sell, transfer, assign, participate, exchange, or pledge, mortgage, hypothecate or otherwiseencumber (by security interest, lien (statutory or otherwise), preference, priority or othersecurity agreement or preferential arrangement of any kind or nature whatsoever orotherwise) (or permit such to occur or suffer such to exist), any part of its title to any of theTrust Assets or any interest therein except pursuant to any Transaction Document and inaccordance with the principles of Sharia;

(d) use the proceeds of the issue of the Certificates for any purpose other than as provided forunder the Transaction Documents;

(e) subject to Condition 14.2, amend or agree to any amendment of any of the TransactionDocuments to which it is a party or to its constitutional documents;

(f) act as trustee in respect of any trust other than the Trust, or in respect of any parties otherthan the Certificateholders and/or act as agent for any trust arrangement (other than theTrust);

(g) have any subsidiaries or employees;

(h) redeem any of its shares or pay any dividend or make any other distribution to itsshareholders;

(i) put to its directors or shareholders any resolution for or appoint any liquidator for its windingup or any resolution for the commencement of any other bankruptcy or insolvencyproceedings with respect to it; or

(j) enter into any contract, transaction, amendment, obligation or liability other than theTransaction Documents and any subscription agreement connected to the issue of theCertificates or engage in any business or activity other than:

(i) as provided for or permitted in the Transaction Documents;

(ii) the ownership, management and disposal of the Trust Assets as provided in theTransaction Documents; and

(iii) such other matters which are incidental thereto.

12 Enforcement and Exercise of Rights

12.1 Actions by Delegate

Subject to Condition 12.2, upon the occurrence of a Dissolution Event, to the extent that theamounts payable in respect of the Certificates have not been paid and/or delivered in full, theDelegate shall (acting for the benefit of the Certificateholders) take one or more of the followingsteps:

(a) enforce the provisions of the Purchase Undertaking against the Obligor and/or the provisionsof the Service Agency Agreement against the Service Agent; and

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(b) take such other steps as the Delegate may consider necessary to recover amounts due and/ordeliverable to the Certificateholders.

Notwithstanding the foregoing, the Delegate may at any time, at its discretion and without notice,take such proceedings and/or other steps as it may think fit against or in relation to the Issuer and/or the Obligor and/or the Service Agent to enforce their respective obligations under the TransactionDocuments, the Conditions and the Certificates.

12.2 Trustee and Delegate not bound to act

Neither the Trustee nor the Delegate shall be bound to take any action in relation to the Trust Assetsor any Dissolution Event or to take any proceedings or any other steps under these Conditions or theTransaction Documents unless required to do so (i) by an Extraordinary Resolution or (ii) in writing byCertificateholders holding at least 25 per cent. in Aggregate Face Amount, and then only if it shallbe indemnified and/or secured to its satisfaction against all Liability to which it may render itself liableor which it may incur by so doing.

12.3 Certificateholders not entitled to proceed directly

No Certificateholder shall be entitled to proceed directly against, or to provide instructions to theTrustee to pursue any claim, against the Issuer or the Obligor arising under the Trust Assets or theCertificates or to enforce the performance of any provisions of any of the Transaction Documents orfor any other reason unless (i) the Delegate has resigned its appointment in accordance with theterms of the Declaration of Trust and (ii) no successor or replacement has been appointed in its place(in accordance with the terms of the Declaration of Trust). Under no circumstances shall the Trustee,the Delegate or any Certificateholders have any right to cause the sale or other disposition of any ofthe Trust Assets except pursuant to the Purchase Undertaking, and the only right of the Trustee, theDelegate and Certificateholders against the Issuer and the Obligor and the Service Agent shall be (i)to enforce the obligation of the Obligor to pay the Exercise Price under the Purchase Undertakingand (ii) to enforce the obligations of the Service Agent under the Service Agency Agreement.

12.4 Satisfaction of Obligation of Trustee and Delegate

Conditions 12.1, 12.2 and 12.3 are subject to this Condition 12.4. After enforcing and distributingor realising the Trust Assets and distributing the net proceeds of the Trust Assets in accordance withCondition 4.2, the obligations of the Delegate and the Trustee in respect of the Certificates shall besatisfied and no Certificateholder may take any steps against the Delegate or the Trustee to recoverany sums in respect of the Certificates and the right to receive any such sums unpaid shall beextinguished. In particular, no Certificateholder shall be entitled in respect thereof to petition or totake any other steps for the winding-up of the Issuer or the Trustee, nor shall any of them have anyclaim in respect of the Trust Assets of any other trust established by the Trustee.

13 Replacement of Certificates

Should any Certificate be lost, stolen, mutilated, defaced or destroyed it may be replaced at thespecified offices of the Replacement Agents upon payment by the claimant of the expenses incurredin connection with the replacement and on such terms as to evidence and indemnity as the Issuermay reasonably require. Mutilated or defaced Certificates must be surrendered or an indemnity givenbefore replacements will be issued.

14 Meetings of Certificateholders, Modification, Waiver, Authorisation and Determination

14.1 Meetings of Certificateholders

The Delegate and/or the Trustee may convene meetings of Certificateholders to consider any matteraffecting their interests, including the modification or abrogation by Extraordinary Resolution ofthese Conditions or the provisions of the Declaration of Trust or any other Transaction Documents.The quorum at any meeting for passing an Extraordinary Resolution will be two or moreCertificateholders, proxies or representatives holding or representing more than half in aggregateface amount of the Certificates for the time being outstanding, or at any adjourned such meeting

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two or more Certificateholders, proxies or representatives present whatever the face amount of theCertificates held or represented by him or them. To be passed, an Extraordinary Resolution requiresa majority in favour consisting of not less than three quarters of the persons voting on a show ofhands or, if a poll is demanded, a majority of not less than three quarters of the votes cast on suchpoll. An Extraordinary Resolution duly passed at any meeting of Certificateholders will be binding onall holders of the Certificates, whether or not they are present at the meeting and whether or notvoting.

14.2 Modification

The Trustee or, as the case may be, the Delegate may agree, without the consent or sanction of theCertificateholders, to any modification (other than in the case of a Reserved Matter (as defined inthe Declaration of Trust)) of, or to the waiver or authorisation of any breach or proposed breach of,any of these Conditions or any of the provisions of the Declaration of Trust, or determine, withoutany such consent as aforesaid, that any Dissolution Event or Potential Dissolution Event shall not betreated as such, which in any such case is not, in the opinion of the Trustee or, as the case may be,the Delegate, materially prejudicial to the interests of Certificateholders or may agree, without anysuch consent as aforesaid, to any modification which, in the opinion of the Trustee or, as the casemay be, the Delegate, is of a formal, minor or technical nature or to correct a manifest error.

14.3 Entitlement of Trustee

In connection with the exercise by it of any of its trusts, powers, authorities and discretions(including, without limitation, any modification, waiver, authorisation or determination), the Trusteeor, as the case may be, the Delegate (acting on behalf of the Certificateholders) shall have regard tothe general interests of Certificateholders as a class but shall not have regard to any interests arisingfrom circumstances particular to individual Certificateholders (whatever their number) and, inparticular but without limitation, shall not have regard to the consequences of any such exercise forindividual Certificateholders or groups of Certificateholders (whatever their number) resulting fromtheir being for any purpose domiciled or resident in, or otherwise connected with, or subject to thejurisdiction of, any particular territory or any political subdivision thereof and neither the Trustee northe Delegate shall be entitled to require, nor shall any Certificateholder be entitled to claim, from theTrustee, the Delegate or any other person any indemnification or payment in respect of any taxconsequence of any such exercise upon individual Certificateholders except to the extent providedin Condition 8.

14.4 Determinations etc. binding

Any modification, abrogation, waiver, authorisation or determination shall be binding onCertificateholders and any modification, abrogation, waiver, authorisation or determination shall benotified by the Issuer (unless the Delegate agrees otherwise) to Certificateholders as soon aspracticable thereafter in accordance with Condition 16.

15 Indemnification and Liability of the Trustee and the Delegate

15.1 Indemnification of Trustee and Delegate

The Declaration of Trust contains provisions for the indemnification of the Trustee and the Delegate,in each case in certain circumstances, and for relief from responsibility, including provisions relievingeach of them from taking action (in particular, in connection with the exercise of any of theirrespective rights in respect of the Trust Assets) unless indemnified and/or secured to its satisfaction.Prior to taking any such action, the Delegate may demand that there be paid in advance such sumsas it considers (without prejudice to any further demand) shall be sufficient to indemnify it and, onsuch demand being made, Tamweel shall be obliged to make payment of all such sums in full.

Neither the Trustee nor the Delegate shall in any circumstances take any action unless directed to doso in accordance with Condition 12, and then only if the Trustee and/or the Delegate (as the casemay be) shall have been indemnified and/or secured to their satisfaction.

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15.2 No liability to Certificateholders for payments

Each of the Delegate and the Trustee (solely in its capacity as such) makes no representation andassumes no responsibility for the validity, sufficiency or enforceability of the obligations of either ofthe Service Agent or the Obligor under any Transaction Document to which it is a party and shall notunder any circumstances have any liability or be obliged to account to Certificateholders in respectof any payment which should have been made by either of the Service Agent or the Obligor, as thecase may be, but is not so made, and shall not in any circumstances have any liability arising fromthe Trust Assets other than as expressly provided in these Conditions or the Declaration of Trust. TheDelegate is not responsible for monitoring compliance by Tamweel with its obligations. Tamweel isobliged to notify the Delegate of the occurrence of an Event of Default or a potential Event ofDefault, but is not required to provide regular compliance certificates to the Delegate.

15.3 No liability in respect of Trust Assets

The Delegate and the Trustee shall not be liable in respect of any loss or theft of the Trust Assets orany cash or for failure in any obligation to insure the Trust Assets or any cash or for any claim arisingfrom the fact that the Trust Assets or any cash are held by or on behalf of the Trustee or on depositor in an account with any depositary or clearing system or are registered in the name of the Trusteeor its nominee.

15.4 Delegate and Trustee not required to incur any Liability

Nothing contained in any Transaction Document, the Certificates or these Conditions shall requirethe Delegate or the Trustee to expend or risk its own funds or otherwise incur any Liability in theperformance of any of its duties or in the exercise of any of its rights, powers, authorities ordiscretions if it considers that the repayment of such funds or adequate indemnity against, or securityfor, such risk or Liability is not assured to it.

15.5 Delegate’s Rights

The Declaration of Trust also contains provisions pursuant to which no director or officer of theDelegate or of any holding, affiliated or associated company of the Delegate shall be precluded fromunderwriting the Certificates with or without a commission or other remuneration, or frompurchasing or otherwise acquiring, holding, dealing in or disposing of any securities whatsoever orfrom being interested in any contract or transaction or from accepting and holding the office oftrustee or administrator for the holders of any other securities, and in any case neither the Delegatenor any director or officer of the Delegate shall be liable to the Certificateholders for any profit madeby it or him thereby or in connection therewith.

16 Notices

16.1 Notices to Certificateholders

All notices to the Certificateholders will be valid if:

(a) published in a daily newspaper (which will be in a leading English language newspaper havinggeneral circulation) in the Gulf region approved by the Trustee; or

(b) mailed to them by first class pre-paid registered mail (or its equivalent) or (if posted to anoverseas address) by air mail at their respective addresses in the Register.

In addition, the Issuer shall also ensure that notices are duly given or published in a manner whichcomplies with the rules and regulations of any listing authority, stock exchange and/or quotationsystem (if any) by which the Certificates have then been admitted to listing, trading and/orquotation. Any notice shall be deemed to have been given on the second day after being so mailedor on the date of publication or, if so published more than once or on different dates, on the dateof the first publication.

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16.2 Notices from Certificateholders

Notices to be given by any Certificateholder shall be given in writing and given by lodging the same(together with the relevant Certificates) with the Registrar and any relevant Agent.

17 Contracts (Rights of Third Parties) Act 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 toenforce any term of these Conditions, but this does not affect any right or remedy of any personwhich exists or is available apart from that Act.

18 Governing Law and Submission to Jurisdiction

18.1 Governing Law

The Declaration of Trust, the Agency Agreement and the Certificates are governed by, and will beconstrued in accordance with, English law.

18.2 Jurisdiction

The Issuer has in the Declaration of Trust irrevocably and unconditionally agreed for the benefit ofthe Trustee and Certificateholders that the courts of England are to have non-exclusive jurisdictionto settle any disputes which may arise out of or in connection with the Declaration of Trust or theCertificates and that accordingly any suit, action or proceedings arising therefrom or in connectiontherewith (together referred to as “Proceedings”) may be brought in the courts of England.

The Issuer has in the Declaration of Trust irrevocably and unconditionally waived and agreed not toraise any objection which it may have now or subsequently to the laying of the venue of anyProceedings in the courts of England and any claim that any Proceedings have been brought in aninconvenient forum and has further irrevocably and unconditionally agreed that a judgment in anyProceedings brought in the courts of England shall be conclusive and binding upon the Issuer andmay be enforced in the courts of any other jurisdiction. Nothing in this Condition shall limit any rightto take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall thetaking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any otherjurisdiction, whether concurrently or not.

18.3 Process Agent

The Issuer has in the Declaration of Trust irrevocably and unconditionally appointed an agent forservice of process in England in respect of any Proceedings and has undertaken that in the event ofsuch agent ceasing so to act it will appoint such other person as the Trustee may approve as its agentfor that purpose. In the event that no such replacement agent for service of process in England hasbeen appointed by the Issuer within 14 days, the Trustee shall have the power to appoint, on behalfof and at the expense of the Issuer, a replacement agent for service of process in England.

19 Definitions and Interpretation

19.1 Definitions

In these Conditions:

“AED” and “UAE dirham” denotes the United Arab Emirate dirham, being the legal currency forthe time being of the United Arab Emirates.

“Agents” means any of the Paying Agents, the Registrar, the Replacement Agent, the CalculationAgent or the Transfer Agents appointed by the Issuer pursuant to the Agency Agreement.

“Aggregate Face Amount” means, at any time, the aggregate face amount of the outstandingCertificates which, for the avoidance of doubt, shall be AED 1,100,000,000 on the Closing Date.

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“Business Day” means a day (other than Friday, Saturday or Sunday) on which commercial banksand foreign exchange markets settle payments and are open for general business (including dealingsin foreign exchange and foreign currency deposits) in London and Dubai.

“Costs Undertaking” means the costs undertaking to be dated the Closing Date and executed byTamweel.

“Day Count Fraction” means, in relation to a Periodic Distribution Period or any other period inrespect of which a payment is due to be made, the actual number of days from, and including, thefirst day of that period to, but excluding, the last day of that period, divided by 360.

“Dissolution Event” means any of the events specified as such in Condition 10.

“Dissolution Redemption Date” has the meaning set out in Condition 10.

“Dubai Business Day” means a day (other than a Friday, a Saturday or a Sunday) on whichcommercial banks and foreign exchange markets settle payments and are open for general business(including dealings in foreign exchange and foreign currency deposits) in Dubai.

“EIBOR” means for each Period Distribution Period the UAE inter-bank offered rate for three monthsUAE dirham deposits determined in accordance with Condition 5.2.

“EIBOR Determination Date” means the second Dubai Business Day preceding the first day ofeach Periodic Distribution Period.

“Event of Default” shall have the meaning given to such term in the Purchase Undertaking.

“Exercise Date” means the date on which the Exercise Price is due pursuant to the terms of thePurchase Undertaking or the Sale Undertaking.

“Exercise Notice” means a notice substantially in the form set out in the Purchase Undertaking.

“Exercise Price” means, with respect to any Redemption Date, the Redemption Amount on suchdate.

“Extraordinary Resolution” means a resolution passed at a meeting of Certificateholders dulyconvened and held in accordance with the provisions of Schedule 3 to the Declaration of Trust by amajority of not less than three quarters of the votes cast.

“Istisna Agreement” shall have the meaning given in Condition 4.1.

“Liability” means any actual loss, damage, cost, charge, claim, demand, expense, judgment, action,proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties,levies, imposts and other charges) and including any value added tax or other tax charged orchargeable in respect thereof and properly incurred legal fees and expenses on a full indemnity basis.

“Maturity Date” means the Periodic Distribution Date falling in July 2013.

“Obligor” means Tamweel PJSC.

“Original Istisna Assets” means the assets which are the subject of the sale and purchase (by wayof istisna) under the Istisna Agreement.

“Original Leased Assets” means the assets which are the subject of the sale and purchase underthe Purchase Agreement.

“Periodic Distribution Amount” means, in respect of each Periodic Distribution Period, an amountequal to the product of (i) the Periodic Distribution Rate; (ii) the Aggregate Face Amount (as of thefinal day of such Periodic Distribution Period) and (iii) the Day Count Fraction;

and in each case including such additional amounts as may be payable pursuant to Condition 8.

“Periodic Distribution Date” means 21 July, 21 October, 21 January and 21 April in each year,commencing on 21 October 2008 up to and including 21 July 2013 (or if any such day is not a

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Business day, the following Business Day unless it would thereby fall into the next calendar month,in which event such day shall be the immediately preceding Business Day).

“Periodic Distribution Period” means the period from and including the Closing Date to butexcluding the first Periodic Distribution Date, and thereafter each successive period from andincluding a Periodic Distribution Date to but excluding the next succeeding Periodic Distribution Dateor the Redemption Date (if such date is not a Periodic Distribution Date).

“Periodic Distribution Rate” means EIBOR plus 2.25 per cent. per annum.

“person” means any individual, corporation, partnership, joint venture, association, joint stockcompany, trust, unincorporated organisation, limited liability company or government or agency, orpolitical subdivision thereof, or other entity.

“Portfolio Assets” has the meaning given in the Service Agency Agreement.

“Potential Dissolution Event” means any event which, with the giving of notice, lapse of time orfulfilment of any other applicable condition (or any combination of any of the foregoing) wouldconstitute a Dissolution Event.

“Purchase Agreement” shall have the meaning given in Condition 4.1.

“Purchase Undertaking” means the purchase undertaking to be dated the Closing Date andexecuted by the Obligor in favour of the Trustee.

“Rating Downgrade Event” means a downgrading of the rating of the Obligor by at least twonotches at any one time between the Closing Date and the Maturity Date by either or both ofMoody’s Investors Services Inc. or Fitch Ratings Ltd., in each case, as a direct result of theGovernment of Dubai reducing its direct or indirect ownership of the issued share capital of theObligor. For the purposes of this definition only, the relevant rating agency’s sole determination ofwhat constitutes “the Government of Dubai” shall be conclusive.

“Rating Downgrade Redemption Date” has the meaning set out in Condition 6.3.

“Redemption Amount” means, as of any date, the Aggregate Face Amount plus all unpaidaccrued Periodic Distribution Amounts and all other unpaid accrued amounts (if any) due andpayable under these Conditions as of the relevant Redemption Date including such additionalamounts as may be payable pursuant to Condition 8.

“Redemption Date” means any of the Dissolution Redemption Date, the Rating DowngradeRedemption Date, the Tax Redemption Date, the Maturity Date or any other date specified inaccordance with these Conditions for the redemption of all of the Certificates.

“Reference Banks” means the principal Dubai or Abu Dhabi office of each of four major banksengaged in the UAE inter-bank market selected by, or on behalf of, the Issuer; provided that once aReference Bank has first been selected by the Issuer or its duly appointed representative, suchReference Bank shall not be changed unless it ceases to be capable of acting as such.

“Regulation S” means Regulation S of the U.S. Securities Act of 1933.

“Relevant Date” means, in respect of any payment in relation to a Certificate, the later of (a) thedate on which the payment first becomes due, and (b) if the full amount payable has not beenreceived by the Principal Paying Agent on or before the due date, the date on which (the full amounthaving been so received) notice to that effect has been given to the Certificateholders by the Issuerin accordance with Condition 16.

“Relevant Jurisdiction” means the United Arab Emirates (in the case of any payment by TamweelPJSC) and the Cayman Islands (in the case of any payment by the Issuer) or, in either case, anypolitical subdivision or any authority thereof or therein having power to tax.

“Sale Undertaking” means the sale undertaking to be dated the Closing Date and executed by theTrustee in favour of Tamweel.

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“Screen Rate” means the rate for three month deposits in UAE dirhams which appears on theReuters screen “AEIBOR=” (or such replacement page on that service or any successor service whichdisplays the same information).

“Service Agency Agreement” shall have the meaning given to such term in Condition 4.1.

“Service Agent” means Tamweel PJSC, in its capacity as Service Agent under the Service AgencyAgreement.

“Tax Event” has the meaning given in Condition 6.4.

“Tax Event Exercise Notice” means a notice substantially in the form set out in the SaleUndertaking.

“Tax Redemption Date” means the date fixed for redemption of the Certificates pursuant toCondition 6.4.

“Taxes” shall have the meaning given to such term in Condition 8.

“Transaction Account” means the account of the Trustee maintained for the deposit of paymentsby Tamweel (in whatever capacity) to the Trustee for the Certificateholders under the TransactionDocuments.

“Transaction Documents” means the Purchase Agreement, the Istisna Agreement, the PurchaseUndertaking, the Sale Undertaking, the Service Agency Agreement, the Declaration of Trust, theAgency Agreement, the Costs Undertaking, the Certificates and any other agreements anddocuments designated as such by the Issuer and the Obligor.

“Trust” has the meaning given in Condition 4.1.

“Trust Assets” has the meaning given in Condition 4.1.

“UAE” means the United Arab Emirates.

19.2 Interpretation

In these Conditions headings and sub-headings are for ease of reference only and shall not affectthe construction of these Conditions.

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GLOBAL CERTIFICATE

The Global Certificate contains the following provisions which apply to the Certificates whilst they arerepresented by the Global Certificate, some of which modify the effect of the Conditions. Terms defined inthe Conditions have the same meaning in the paragraphs below.

Holders

For so long as all of the Certificates are represented by the Global Certificate and the Global Certificate isheld on behalf of a clearing system, each person (other than another clearing system) who is for the timebeing shown in the records of the clearing system as the holder of a particular aggregate face amount ofsuch Certificates (each, a “Holder”) (in which regard any certificate or other document issued by theclearing system as to the aggregate face amount of such Certificates standing to the account of any personshall be conclusive and binding for all purposes, save in the case of manifest error) shall be treated as theholder of such aggregate face amount of such Certificates (and the expression “Certificateholders” andreferences to “holding of Certificates” and to “holder of Certificates” shall be construed accordingly)for all purposes other than with respect to payments on such Certificates, the right to which shall be vested,as against the Issuer and the Trustee, solely in the registered holder of the Global Certificate in accordancewith and subject to the terms of the Global Certificate. Each Holder must look solely to the relevant clearingsystem for its share of each payment made to the registered holder.

Cancellation

Cancellation of any Certificate following its redemption by the Issuer will be effected by reduction in theaggregate face amount of the Certificates in the register of Certificateholders.

Payments

Payment of the Periodic Distribution Amounts and the Redemption Amount in respect of Certificatesrepresented by the Global Certificate will be made upon presentation and, if no further payment is to bemade in respect of the Certificates, against presentation and surrender of the Global Certificate to or tothe order of the Registrar or such other Agent as shall have been notified to the holder of the GlobalCertificate for such purpose.

Distributions of amounts with respect to book-entry interests in the Certificates held through Euroclear orClearstream, Luxembourg will be credited, to the extent received by the Registrar, to the cash accounts ofEuroclear or Clearstream, Luxembourg participants in accordance with the relevant system’s rules andprocedures.

A record of each payment made will be entered into the register by or on behalf of the Registrar and shallbe prima facie evidence that payment has been made.

Notices

So long as all the Certificates are represented by the Global Certificate and the Global Certificate is held onbehalf of a clearing system, notices to Certificateholders may be given by delivery of the relevant notice tothat clearing system for communication by it to entitled Certificateholders in substitution for notification asrequired by the Conditions except that, so long as the Certificates are listed on any stock exchange, noticesshall also be published in accordance with the rules of such stock exchange. Any such notice shall bedeemed to have been given to the Certificateholders on the day after the day on which such notice isdelivered to the relevant clearing systems.

Registration of Title

Registration of title to the Global Certificate in a name other than that of the Common Depositary or itsnominee will not be permitted unless Euroclear or Clearstream, Luxembourg, as appropriate, notifies theIssuer that it is unwilling or unable to continue as a clearing system in connection with the GlobalCertificate, and in each case a successor clearing system approved by the Delegate is not appointed by theIssuer within 90 days after receiving such notice from Euroclear or Clearstream, Luxembourg. In thesecircumstances title to the Global Certificate may be transferred into the names of holders notified by the

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Common Depositary in accordance with the Conditions, except that certificates in respect of Certificatesso transferred may not be available until 21 days after the request for transfer is duly made.

The Registrar will not register title to the Certificates in a name other than that of the Common Depositaryor its nominee for a period of seven calendar days preceding the due date for any payment of any amountin respect of the Certificates.

Transfers

Transfers of book-entry interests in the Certificates will be effected through the records of Euroclear orClearstream, Luxembourg and their respective participants in accordance with the rules and procedures ofEuroclear or Clearstream, Luxembourg and their respective direct and indirect participants, as more fullydescribed under “Clearance and Settlement”.

Certificates in Definitive Form

Interests in the Global Certificate will be exchangeable or transferable, as the case may be, for Certificatesin definitive form (“Definitive Certificates”) upon the occurrence of an Exchange Event. For thesepurposes, “Exchange Event” means that (i) a Dissolution Event has occurred and is continuing or (ii) theIssuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for businessfor a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or haveannounced an intention permanently to cease business or have in fact done so and no successor clearingsystem is available. In any such event, the Issuer will issue Definitive Certificates (in exchange for the wholeof the Global Certificate) within 45 days of the occurrence of the relevant Exchange Event uponpresentation of the Global Certificate by the person in whose name the Global Certificate is registered inthe register kept by the Registrar in respect of the Certificates on any day (other than a Saturday or Sunday)on which banks are open for business in the city in which the Registrar has its office.

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PRONOUNCEMENT

Copies of the pronouncement given on or before the Closing Date and issued by Tamweel’s Fatwa & ShariaSupervisory Board, constituted by Dr. Hussain Hamid Hassan, Sheikh Dr. Mohammed Abdul Hakaim Zuairand Sheikh Mohammed Abdul Razak El Sedeiq confirming that, in their view, the proposed issue of theCertificates and the related structure and mechanism described in the Transaction Documents are incompliance with Sharia principles shall be distributed to prospective Certificateholders upon request to theJoint Lead Managers.

Prospective Certificateholders should not rely on the pronouncement referred to above indeciding whether to make an investment in the Certificates and should consult their own Shariaadvisers as to whether the proposed transaction described in the pronouncement referred toabove is in compliance with Sharia principles.

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USE OF PROCEEDS

At least one third of the proceeds of the issue of the Certificates will be used by the Issuer to purchaseTamweel’s rights, title and interest in and to the Original Leased Assets, and the remainder of the proceedswill be used by the Issuer to purchase (by way of istisna) Tamweel’s rights, title and interest in and to theOriginal Istisna Assets.

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BUSINESS DESCRIPTION OF TAMWEEL PJSC

OVERVIEW

Tamweel PJSC (“Tamweel”) is a leading provider of Sharia compliant residential property financing in theUnited Arab Emirates (“UAE”). Since opening for business in March 2004 it has become a leadingresidential property finance provider within the UAE with a market share estimated at approximately 35 percent. (by value of financing granted) as at 31 December 2007. Tamweel provides Sharia compliant homefinancing solutions to real estate buyers in the UAE. Tamweel is organised into two major businesssegments: (i) Islamic financing and investing assets, which is its core residential property financing business;and (ii) investments in properties and property development. In addition, Tamweel has recently commencedan escrow management business.

As at 31 March 2008, Tamweel had a market capitalisation of approximately AED 6.73 billion and its totalassets were approximately AED 9.6 billion.

As at 31 May 2008, the principal shareholders of Tamweel were Istithmar World PJSC (“Istithmar”) whichheld approximately 21.6 per cent. of the shares of Tamweel, Dubai Islamic Bank PJSC (“DIB”) which heldapproximately 19.9 per cent. and Dubai Investment Group LLC, the majority of the shares of which areindirectly held by Dubai Holding LLC, which held approximately 10.0 per cent. As the Government of Dubaiindirectly holds all of the shares of Istithmar and currently holds approximately 30.0 per cent. of the sharesof DIB, the Government of Dubai is Tamweel’s principal beneficial shareholder, holding an indirectshareholding of approximately 27.6 per cent.

As at the date of this Prospectus, the authorised share capital of Tamweel is AED 1 billion divided into 1billion ordinary shares of AED 1 each, all of which have been issued.

Tamweel is currently licensed by the UAE Central Bank to operate as an Islamic finance company and isprimarily engaged in Sharia compliant financing and investment activities. Accordingly, Tamweel is subjectto UAE Central Bank regulations (including the Central Bank Board of Directors’ Resolution No.165/6/2004issued on 6 December 2004 regarding the regulation of finance companies which operate in accordancewith Sharia principles) as well as the laws of Dubai and the applicable federal laws of the UAE. Tamweel isin the process of expanding the geographic scope of its home financing services. In addition to diversifyinginto certain other Emirates in the UAE, Tamweel has a joint venture in the Kingdom of Saudi Arabia and isin the process of establishing operations through a wholly-owned subsidiary in Egypt and intends, overtime, to offer its services in other countries in the Middle East and potentially the South East Asian regions.

Tamweel’s registered head office is currently located at Business Avenue Building, Mezzanine Floor, P.O. Box111555, Dubai, UAE and its telephone number is +971 4 294 4400. In addition to a branch located at itshead office, Tamweel also has three other branch offices located in Abu Dhabi, Dubai and Sharjah.

HISTORY

Tamweel was established in Dubai, UAE, on 11 November 2000 as a limited liability company under thename of Emirates Finance Company LLC (“EFC”). From November 2002, DIB held 99.50 per cent. of theshares in EFC until mid-2003 when DIB and Istithmar, the investment arm of the Dubai World Group,entered into a joint venture arrangement. EFC was renamed Tamweel LLC. Tamweel LLC opened forbusiness in March 2004. Until June 2006, DIB held 50 per cent. of the shares in Tamweel LLC and Istithmarheld the remaining 50 per cent.

In February 2006, Tamweel launched its initial public offering. In June 2006, Tamweel was converted intoa public joint stock company in accordance with UAE Federal Law No (8) of 1984, as amended. In July 2006its shares started trading on the Dubai Financial Market.

RECENT DEVELOPMENTS

The board of directors of Tamweel (the “Board”) has requested that senior management evaluate whetherits existing corporate structure is the most appropriate model for its potential strategic expansion into newproducts and new markets. Both the Board and the shareholders of Tamweel have approved anamendment to permit Tamweel to be restructured as a holding company. Pursuant to these approvals,

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Tamweel announced, on 1 June 2008, the establishment of Tamweel Properties & Investments LLC, awholly-owned subsidiary which will focus on real estate investment and brokerage services. TamweelProperties & Investments LLC has been established with a paid-up capital of AED 400 million. It is likely thatsome reorganisation of the current corporate structure may occur over the next two years and any suchreorganisation will require the approval of the relevant regulatory authorities in the UAE.

In terms of geographic expansion, during 2007, Tamweel entered into a joint venture agreement with AlOula Real Estate Development, a leading Saudi Arabian property development company, with the aim ofgiving it access to the residential financing market in the Kingdom of Saudi Arabia. Tamweel believes thatthere is significant demand for housing in Saudi Arabia with an estimated average of 200,000 new units ayear being required simply to cater to domestic demand and that this demand is constrained by a lack ofavailable finance. Tamweel expects to commence business in Saudi Arabia before the end of 2008.

Tamweel is also at an advanced stage of establishing business operations in Egypt through a wholly-ownedsubsidiary, Tamweel Egypt for Real Estate Finance SA (“Tamweel Egypt”). This company gained itscommercial registration in January 2008, formally establishing it as a legal entity under Egyptian law. InFebruary 2008, Tamweel Egypt was granted a mortgage finance licence by the Egyptian Mortgage FinanceAuthority. Tamweel Egypt expects to begin operations in July 2008. Tamweel Egypt’s authorised capital isEGP 500 million (approximately AED 333.4 million) with paid-up capital of EGP 100 million (approximatelyAED 66.7 million). The combination of a population in excess of 80 million and a lack of residential propertyfinancing makes Egypt an attractive market for Tamweel to provide its products and services.

STRATEGY

Tamweel is a leading provider of residential property financing in the UAE. Its strategy is “to become themost admired leader in the financial industry regionally”. Tamweel’s mission is to maximise shareholdervalue and become the home finance solutions provider of choice in the markets in which it operates. It aimsto achieve its mission by securing a leading market share through product and service differentiation.

Tamweel attributes the substantial growth in the residential finance market in the UAE and specifically inDubai both before and since it commenced business in 2004 to, among other factors, advancements in thelegal system (which includes a new property law in Dubai, see “Escrow Management” below), overallstrong performance of the UAE economy, the continued influx of expatriates, in particular in Dubai, and asteady supply of quality infrastructure. Tamweel anticipates that these factors will continue to increase thedemand for residential financing in Dubai in the short-to-medium term and also in Abu Dhabi in futureyears. Currently, approximately 90 per cent. of Tamweel’s outstanding residential financing relates toproperties in Dubai and, in the short-term, Tamweel’s strategy is to consolidate its leading position in thisgrowing market. The remaining 10 per cent. currently relates to properties in the other Emirates of the UAE,mainly, Abu Dhabi.

Tamweel believes that its dedicated focus on residential property financing and its focus on providing Shariacompliant solutions are significant competitive strengths, see “Strengths” below. In particular, Tamweelaims to service the mid-value end-user market which it believes is more stable and less prone to fluctuationin demand than the high value segment where property speculation is more common. Tamweel aims toconsolidate its leading position in Dubai in its chosen market segment through quality of service, leveragingits in-depth knowledge of the UAE real estate market and through product innovation. Tamweel aims todiversify away from its reliance on the residential property market in Dubai by expanding its activities in AbuDhabi and, to a lesser extent, the other Emirates in coming years and through targeted internationalexpansion.

Tamweel believes that its expansion into international markets will be facilitated by the fact that certain ofits key developer partners (such as Emaar Properties PJSC, Nakheel Co. LLC, Dubai Properties LLC, SamaDubai LLC and Limitless LLC) are also expanding into such regions. Tamweel intends to position itself so asto capture the residential financing demand expected to flow from property developments in these regions.

Tamweel has established a dedicated full time international expansion team which has been responsible foroverseeing the ventures in both Saudi Arabia and Egypt. This team investigates and monitors a range ofpossible new markets for Tamweel to enter in the GCC and the wider Middle East and North Africa(“MENA”) and the South East Asian regions and it is possible that Tamweel may expand into other marketsin these areas in 2009 or later.

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Properties held for sale and property development

Beyond its core business of residential property finance, Tamweel also seeks to exploit its knowledge andexperience of the real estate market in its chosen territories. Although it has no current intention to act asa property developer, Tamweel seeks to take advantage of particular market opportunities as they arise.Recent examples include:

• buying and re-selling real estate developments or properties for development, including itsinvestments in International City, Discovery Garden, Al Jadaf, Surough, Jumeirah Village, BusinessBay and Al Reef Downtown as described under “Businesses –Properties held for sale and propertydevelopment”. In these cases, Tamweel uses its balance sheet and aims to resell at a profit over theacquisition price;

• assisting developers with the sale of their developments both through Tamweel’s existing customerchannels and through the provision of finance to potential buyers. This is a commission basedbusiness and Tamweel also earns income on any residential property financing granted by it; and

• acting an as escrow manager, see “Businesses – Escrow Management”.

COMPETITION

Tamweel believes that it is the only dedicated provider of Sharia compliant residential property financing inthe UAE. Tamweel’s competitors in this business include both Islamic and conventional banks and otherfinancial institutions operating in the UAE. There are currently at least 23 banks and financial institutionsproviding residential property finance in Dubai alone and such finance is provided on both an Islamic andconventional basis. In November 2007, Moody’s Investors Service Inc. (“Moody’s”) identified Tamweel asone of the two largest residential property financing institutions in the UAE (other than Amlak Finance PJSC(“Amlak”)). According to Moody’s, the two largest institutions together account for approximately 60 to65 per cent. of the total mortgage market in the UAE, with Tamweel accounting for approximately 35 percent. of such market as at 30 June 2007. As of the date of this Prospectus, Tamweel estimates its marketshare remains around 35 per cent. Tamweel believes its major competitors in the provision of homefinancing include Amlak, Barclays Bank (UAE), Dubai Bank PJSC, Dubai Islamic Bank PJSC, HSBC BankMiddle East Limited, Mashreqbank psc, National Bank of Dubai PJSC, RakBank PJSC and Abu DhabiCommercial Bank PJSC.

STRENGTHS

Tamweel is a dedicated residential property financing company. This is in contrast to Amlak which has amore diversified financing assets portfolio and to its principal bank competitors for whom real estatefinancing is just one of many types of financing product offered. Tamweel’s products are Sharia compliant,which allows it to capture both the conventional and Islamic home finance market. Customers who preferSharia compliant products are satisfied whilst customers who are not concerned with Sharia compliance areoffered products and rates that are competitive with those offered by non-Islamic institutions.

Tamweel believes that in the provision of financing to its customers its principal competitive strengthsinclude:

• the fact that it is a single product company with a focused strategy. Tamweel’s focus on the provisionof residential property financing has given it an in depth knowledge of the real estate market inDubai and the UAE which it believes the majority of its competitors, with their generally widerfinancing focus, are unable to match. This knowledge enables Tamweel to train its finance advisersto a high standard thereby leading to generally better quality advice and service being provided toits customers than that provided by the majority of its competitors. Tamweel believes that this isparticularly important in a developing market where customer awareness is generally lower than inmore developed markets;

• the fact that it is a Sharia compliant institution. Unlike its competitors providing only conventionalfinancing, Tamweel’s products may be utilised by both Sharia conscious customers and those forwhom Sharia compliance is not a relevant consideration. Tamweel believes that its product offeringcompares favourably both on quality of service and in pricing terms with those offered by its principalcompetitors; and

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• commitment to customer service, illustrated by a 48-hour application response time (the 48-hourCampaign). Tamweel’s 48-hour Campaign has been running successfully since its launch in January2008. During the first three months of the 48-hour Campaign, Tamweel was able to process andturn around all applications within 48-hours. Tamweel believes that the 48-hour Campaignintroduced a more consistent application processing, without adversely affecting the credit quality ofthe portfolio. The 48-hour Campaign has resulted in increased customer satisfaction.

In addition to the above significant competitive advantages, Tamweel believes that it also benefits from astrong brand value, the strong financial position and continued support of its founding shareholders, asound corporate governance and risk management culture, excellent information technology systems andan experienced management team.

BUSINESSES

Islamic Financing and Investing Assets

As at 31 December 2007, Tamweel’s Islamic financing and investing assets (essentially representing thehome financing products provided by it) amounted to approximately AED 5.2 billion. Tamweel offers anumber of financing options to meet the needs of a range of home buyers. Tamweel’s principal Shariacompliant home financing products are:

• “Home Builder” (Istisna’a and forward Ijarah): these are finance products designed to enablecustomers to finance a property which is under construction. Either the customer or a propertydeveloper may manage the construction of the residence. Tamweel finances the construction of theresidence on an instalment basis and repayment of such instalments commences once theconstruction is complete. The term of the financing can be up to 25 years in the case of a floatingprofit rate and 15 years in the case of a fixed profit rate;

• “Flexible Rent-to-Own” (Flexible Ijarah): these are leases whereby Tamweel purchases the propertyand leases it to the customer on a floating rate instalment basis. The customer makes monthly rentalpayments to Tamweel. The term of the financing can be up to 25 years. At the end of the lease,Tamweel transfers title in the property to the customer;

• “Fixed Lease-to-Own” (Fixed Ijarah): these are leases whereby Tamweel purchases the property andleases it to the customer on a fixed rate instalment basis. The customer makes monthly rentalpayments to Tamweel. The term of the financing can be up to 15 years. At the end of the lease,Tamweel transfers title in the property to the customer;

• “Home Owner” (Murabaha): these are sales contracts whereby Tamweel purchases the propertyunder its name and subsequently resells it to the home buyer at an agreed profit rate on aninstalment or deferred payment basis. The term of the financing does not exceed 15 years;

• “Baiti”: this is a product offered to UAE and GCC nationals only to finance the purchase of readyproperties or the construction of new properties. This product is similar to the Istisna’a, forwardIjarah and Flexible Ijarah contracts and the financing period cannot exceed 25 years.

• “Soyoula”: this is a home refinancing product. Tamweel allows existing customers to unlock theequity value in their homes by refinancing up to 75 per cent. of the value of the home.

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The following table sets out a breakdown of Tamweel’s on balance sheet Islamic financing and investmentportfolio:

31 December 2007 31 December 2006 31 December 2005111111111244 111111111244 111111111244

AED Number of AED Number of AED Number of(millions) Contracts (millions) Contracts (millions) Contracts

Ijarah 2,393.2 2,874 1,596.9 2,215 836.6 910Istisna’a 2,623.1 3,025 963.4 2,089 441.7 934Other 200.2 36 23.3 52 27.3 3

1111 1111 1111 1111 1111 1111

Total 5,216.5 5,936 2,583.6 4,356 1,305.6 1,8471111 1111 1111 1111 1111 1111aaaa aaaa aaaa aaaa aaaa aaaa

The majority of Tamweel’s customer financing is carried out through an Ijarah (or lease-based) financeproduct (including the Ijarah element of Istisna’a contracts) and Tamweel’s current emphasis is on theFlexible Ijarah. Tamweel has not entered into a significant number of fixed profit rate Ijarah contracts sinceearly 2007 and, as illustrated in the table above, has not entered into a significant number of Murabahacontracts. Fixed profit rate products make up only a very small proportion of Tamweel’s financing products.

Tamweel focuses on Ijarah financing products because the structure allows Tamweel to retain ownership ofthe property until the end of the financing term. Therefore, if there is a default, Tamweel would, as owner,be able to repossess the property. In an enforcement scenario, if the sale proceeds of the repossessedproperty do not satisfy the amounts due to Tamweel, the customer remains liable to Tamweel for anyamount outstanding. If the sale proceeds exceed the amount due, Tamweel can, at its option, return theexcess funds to the customer.

Tamweel believes it has a well diversified profile of customers. As at 31 December 2007:

• approximately 96 per cent. of Tamweel’s customers had monthly incomes between AED 5,000 toAED 500,000;

• approximately 73 per cent. of Tamweel’s customers were in the 25 to 45 age bracket;

• approximately 77 per cent. of Tamweel’s customers were salaried employees;

• on a weighted average basis, Tamweel’s customers, at the time of origination, had a debt/financingservice ratio of less than or equal to 47 per cent.; and

• on a weighted average basis, financing provided by Tamweel had a finance to property value, at thetime of origination, of 79 per cent.

As at 31 March 2008, the properties financed by Tamweel had valuations based on and as at the date oftheir valuation for financing purposes as follows:

% of totalportfolio11112

Value of property financed AED 1 million or less 22.6AED 1 to 3 million 55.3AED 3 to 5 million 14.2AED 5 to 7 million 2.8More than AED 7 million 5.1

As at 31 December 2007, Tamweel estimates the regional origin of its customers to be as follows: Asia 29per cent., Europe and North America 21 per cent., UAE and GCC 19 per cent., and others (principally thenon-GCC MENA region) representing the remaining 31 per cent.

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Tamweel’s Islamic financing and investing asset business is based on the four pillars of origination,underwriting, servicing and funding as illustrated in the diagram below:

Origination

Tamweel originates new business through: (i) corporate sales; (ii) real estate agent referrals; (iii) branchwalk-ins and customer calls; and (iv) developer campaigns.

Corporate sales

As at 31 December 2007, approximately 50 per cent. of Tamweel’s outstanding residential propertyfinancing was attributable to corporate sales, which are sales made to employees of approved corporateentities. In general, Tamweel, through its direct sales force, approaches appropriate UAE-based companieswhich are screened into one of four categories based on parameters such as their financial strength, theirstability, the number of their employees and the size of anticipated business that can be generated. Thesecompanies agree appropriate arrangement fee and profit rate discounts with Tamweel and in return notifytheir employees about the availability of these preferred arrangements with Tamweel. The size of thepricing discount depends upon the category of the company concerned, being either Platinum, Gold, Silveror Bronze. Typically, the preferred arrangements are limited to pricing matters with all of Tamweel’s standardorigination criteria remaining as applicable to its corporate sales as to its other sales types.

Real estate agent referrals

As at 31 December 2007, approximately 22 per cent. of Tamweel’s outstanding residential propertyfinancing was sourced through real estate agent referrals. Tamweel estimates that its non-exclusive realestate agent referral network numbers over 70 agents. Periodically Tamweel conducts surveys of real estatebrokers to keep track of market price trends. The agents are rewarded based on the number of successfulreferrals received.

Origination Underwriting Servicing Funding

Multiple saleschannels

Risk adjustedpricing model

Sound and stablecore banking

platform

Adequately capitalised

Product innovation Rated assets andportfolio

management

Workflowmanagement

Securitisation

Wide networks andpartnerships

Credit scoring Servicing capability Sukuk Programs

Credit riskframework

Operational riskmanagement

CID

Bilateral facilities

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Branch walk-in and customer calls

As at 31 December 2007, approximately 19 per cent. of Tamweel’s outstanding residential propertyfinancing was attributable to the call centre and branch walk-ins. Tamweel’s participation in variousmarketing campaigns and exhibitions drives branch walk-ins and call centre origination. Tamweel has fourbranches, two of which are located in Dubai with the other two in Sharjah and Abu Dhabi. The call centrefields enquiries from potential customers through Tamweel’s toll-free phone number. Call centre agentsdiscuss Tamweel’s product offering and approval amounts and details of potential customers are forwardedto appropriate advisers for follow-up.

Developer campaigns

As at 31 December 2007, approximately 9 per cent. of Tamweel’s outstanding residential property financingoriginated from developer campaigns. Tamweel partners with approved developers seeking financialsolutions for potential home owners. Developers typically apply to Tamweel to become an approveddeveloper. A developer’s application is first screened by the sales and business development unit andsubsequently forwarded to the credit department which reviews the application based on the developer’sfinancial statements, project quality, business potential, expected clientele, market reputation and creditrisk. Following internal approval, the developer is added to Tamweel’s approved list. Tamweel assists theapproved developer in organising its sales campaign whereby potential customers can examine the project,choose their property and apply for a home financing product from Tamweel. Tamweel has over 50approved developers and provides home financing to approximately 142 development projects.

Underwriting

Tamweel’s underwriting criteria is documented in an internal policy document known as the ProductProgram Guidelines. These guidelines are updated periodically, reviewed annually, and approved by theChief Executive Officer and Chief Operating Officer. Underwriting authority requires a minimum of dualsign-off within a specified hierarchy of six levels, which includes the Executive Committee (level 1), the ChiefExecutive Officer (level 2), the Chief Operating Officer (level 3), the Head of Credit (level 4), Manager andSenior Manager Credit (level 5) and Assistant Manager Credit and Senior Credit Officer (level 6). Tamweelrequires detailed documentation and proof of income in order to approve credit facilities. Customerrepayment of the financing advanced is made by standing order or post-dated cheques (in the UAE failureto honour a cheque is a criminal offence).

The geographical location of properties financed by Tamweel is currently limited to Dubai, Sharjah and AbuDhabi, with the vast majority of these in Dubai. Tamweel has slightly different financing criteria for salariedand for self-employed customers. In order to qualify for home finance, a customer must be at least 21 yearsold and must not be older than 60 (in the case of salaried employees) or 65 (in the case of self-employedindividuals). Tamweel’s policy requires that the customer has lived in the UAE for at least one year. Tamweelalso requires income levels of at least AED 10,000 per month, although this limit was reduced to AED 5,000per month on a single project. Salaried employees must have been employed for a minimum of six monthsand self-employed individuals must have maintained a viable business for a minimum of three consecutiveyears. The maximum debt service ratio permitted is typically 55 per cent. However, salaried individualsworking for approved corporate entities and earning AED 35,000 per month or more may be eligible for amaximum debt service ratio of 65 per cent. This ratio is determined taking into account the individual’s fixedfinancial obligations (excluding revolving credit card facilities and regular living expenses).

Tamweel’s maximum permitted finance to value ratio for underwritten standard products is 85 per cent.From time to time, Tamweel may offer promotions permitting finance to value ratios of up to 95 per cent.This ratio is calculated at the time of origination. Independent property valuations are conducted byindependent surveyors as part of the underwriting process. In addition, Tamweel periodically conducts acomprehensive analysis of the UAE property market in terms of per-square-foot pricing and sets maximumlimits on property values. The finance to value ratio and applicable profit rate is a function of, among otherthings:

• the customer’s profile (i.e. salaried versus self-employed);

• the type of property being financed (i.e. villa versus apartment);

• the number of outstanding mortgage obligations which the customer has; and

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• the property category (i.e. mid-market versus high-end property).

Tamweel establishes customer profiles through information provided on applications, supportingdocuments and reference checks. In the case of individuals, Tamweel collects a copy of an applicant’spassport, visa, a processing fee cheque, a liability letter from the customer’s bankers (or a credit bureaureference in the case of non-residents) and income documentation, including six months’ bank statements,and salary certificates/slips (in the case of salaried employees). In the case of self-employed individuals,Tamweel collects trade licenses, tax return documentation, relevant corporate documentation such asarticles of association, three years’ audited financial statements, six months’ business and six months’personal bank statements, a liability letter from the bank and a banker’s reference letter for non-residents.

Tamweel has established various levels of approval authority for its underwriters. Periodic reports and auditsare conducted to monitor finance application acceptance and rejection rates. Tamweel continually reviewsthe way in which it conducts its origination business in order to ensure that it remains up-to-date and costeffective in the market place. Tamweel also monitors the reasons for declining home finance applications.On average, Tamweel processes approximately 330 home finance applications per month and its averagehistoric acceptance level is approximately 94 per cent. Generally, half of all rejections result from customerinability to meet Tamweel’s debt servicing thresholds. Amongst other reasons, Tamweel declinesapplications as result of invalid documentation, inadequate customer profiles, and requests for finance inunapproved properties.

Tamweel is in the process of introducing an automated underwriting scorecard system. The automatedscorecard is intended to improve Tamweel’s ability to screen home finance applications. The automatedscorecard has been running in parallel (and intended to continue to run in parallel) with Tamweel’straditional underwriting approval system since the first quarter of 2007. The automated scorecard isexpected to enhance the current system, by adding a further level of control, in the second quarter of 2008.The introduction of the automated scorecard system is also expected to assist in further improvingTamweel’s application turnaround time.

Servicing

Following approval of a home finance application, Tamweel establishes the relevant facility and disbursesthe funds. The customer makes repayments according to an agreed repayment schedule. At the end of thefinance term, Tamweel transfers the title for ownership of the property into the name of the customer.Tamweel also offers pre-approved finance facilities for customers for certain finance amounts on approvedproperties. The pre-approval is subject to, among other things, a satisfactory credit review by Tamweel.

Tamweel collects rental payments through either post-dated cheques or standing orders. Post-datedcheques and standing orders are drawn by the customer in favour of Tamweel at the start of each 24-month periodic payment cycle during the term of the financing. Towards the end of each periodic paymentcycle, customers are contacted to supply further cheques or renew their standing orders. In the case ofleases, the amount of rental payments includes fixed rentals, variable rentals and, if applicable, life takaful(insurance).

If the variable rental amount of a Flexible Ijarah changes during a 24-month periodic payment cycle, thepost-dated cheques and standing orders that have already been collected within the current 24-monthcycle are not amended. The difference accrues in a customer current account and is collected or, at theoption of Tamweel, reimbursed over the next 24-month period. Tamweel charges a prepayment fee forearly settlement of up to a maximum of 4 per cent. of the outstanding adjusted finance amount.

Collection Procedures and Delinquent Accounts

Tamweel attempts to reduce the possibility of customer default by initially assessing the customer’s profile,conducting black-list checks and verifying the applicant’s income. At the portfolio level, Tamweel attemptsto minimise portfolio default exposure by limiting multiple property financings and capping single customerexposure to AED 7 million in accordance with the credit policy. Tamweel proactively manages defaultprevention by being selective in the assets it underwrites and remaining committed to maintaining a robustdelinquency management system, as described below.

During the first 30 days in which payment is required, Tamweel demands payment by contacting thecustomer by telephone, SMS text message or e-mail and informing the customer that a post-dated cheque

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has not cleared or that a standing instruction order has not been honoured. During the next 30 days,Tamweel contacts the customer by telephone at the place of residence or employment and obtains apromise from the customer to pay within a certain time period. If collection remains outstanding, duringthe next 30 day period Tamweel increases the frequency of calls with a view to obtaining payment. Aftera payment has been in default for more than 90 days, Tamweel sends a letter to the customer requestingpayment and attempts to make personal contact with the customer at the place of residence oremployment. Tamweel continues to keep in contact with the customer by telephone. After 120 days,Tamweel sends a second letter to the customer requesting payment and after 150 days a legal notice issent. Accounts remaining outstanding after 210 days would become subject to legal action andrepossession procedures would be commenced. As at 31 March 2008, Tamweel did not have any paymentsin excess of 180 days overdue and less than 2 per cent. of its payments were overdue.

Tamweel has not yet had to resort to repossession proceedings. If it were to do so, it anticipates that itwould seek to sell the property in the open market through reputable real estate agents. For properties withan estimated value of over AED 2 million, Tamweel’s policy is to engage an independent valuation firmbefore the sale. If the proceeds of such sale were insufficient to cover the amounts outstanding, Tamweelwould pursue the customer for the balance. To the extent litigation was required, Tamweel would engageexternal legal advisers in worthwhile cases.

Provisions and write-offs

Tamweel suspends profit rate accrual recognition of accounts which are 90 days overdue. Tamweel reviewsits outstanding residential property financing periodically to determine whether or not any provision shouldbe made in relation to specific non-performing assets and, although it does not have any, its policy inrespect of accounts of 180 days, one year and two years overdue would be to write down net principalowing by 20 per cent., 50 per cent. and 100 per cent., respectively. Net principal owing is the principalowing, less the estimated fair market value of the property. Tamweel has not conducted a write-off sinceit was established. In addition, Tamweel may also make a collective provision against particular facilitiesprovided which, although not identified as requiring a specific provision, have a greater risk of default thanwhen originally granted.

Funding

Tamweel’s funding strategy is to secure diversified and stable sources of funding. To this end, in mid 2007Tamweel launched its first securitisation of assets which not only provided funding but also removed assetsfrom the balance sheet. Although Tamweel’s intention is to pursue further securitisation transactions in thefuture, Tamweel does not anticipate launching any such transactions until market conditions improve.Accordingly, Tamweel has continued to concentrate on increasing its corporate deposit base and onsecuring alternative longer-term sources of financing in the capital markets. At its Extraordinary GeneralMeeting held on 7 April 2008, Tamweel gained approval to issue an aggregate amount of AED 5.1 billionin Sukuk.

In 2007, Tamweel applied to the UAE Central Bank to obtain a banking licence. The application is currentlypending and there is no certainty as to when or if it might be approved. Tamweel anticipates that, shouldit gain a banking licence, this will allow it to further diversify its funding sources as well as grow anddiversify its depositor base.

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The following table provides a breakdown of Tamweel’s funding (equity, corporate deposits and bankfacilities) as at 31 December in each of 2005, 2006 and 2007:

As at 31 December 1111111111111113

2007 2006 2005(AED millions)

Equity 2,046 1,820 508Corporate deposits 1,674 670 305Bank facilities 3,949 467 700Total non-equity funding 5,623 1,137 1,005

1111 1111 1111

Total funding 7,669 2,957 1,5131111 1111 1111aaaa aaaa aaaa

Proceeds of securitisation 667 – –

Tamweel’s treasury activities are primarily used to source diversified funding as well as to manage liquidity.Tamweel produces standard asset and liability committee reports that are discussed by the Asset LiabilityCommittee (“ALCO”) on a monthly basis. The reports cover short- and medium-term funding requirementsand overall portfolio profitability and asset-liability tenor mismatches. The reports are regularly reviewed bymanagement and the ALCO also discusses current industry affairs, international interest rates and keyfunding and liquidity initiatives in the context of the reports.

As it does not currently have a banking license, Tamweel is not permitted to accept retail deposits althoughit is permitted to accept corporate investment deposits. As a result, it experiences concentration indepositors, with approximately 10 to 15 depositors at any given time. Certain of these deposits are fromrelated parties with the majority of the balance being derived from Government of Dubai related entities.Although primarily short-term in contractual nature in line with standard practice in the UAE, the depositorshave in fact been long-term depositors in practice and, accordingly, Tamweel believes that its depositor baseis stable.

Following its incorporation, Tamweel was initially primarily funded by equity, with the balance made up ofshort-term bank facilities. Since then, Tamweel worked on increasing the proportion of corporateinvestment deposits and more recently has sought to diversify its funding base both by securitising assetsand therefore removing them from the balance sheet and, reflecting recent changes in internationalsecuritisation market conditions, by entering into longer-term borrowings of the type described below. Asat 31 December 2007, corporate investment deposits constituted approximately 30 per cent. of Tamweel’sfunding base. A maturity breakdown of Tamweel’s assets and liabilities as at 31 December 2007 is set outin Note 32 to Tamweel’s financial statements for 2007 included on pages F-12 to F-49 of this Prospectus.

In July 2007, Tamweel closed its inaugural USD 210 million residential mortgage backed securitisation. Thesecuritisation was structured according to Islamic principles. The Class A securities were rated Aa2 byMoody’s and accounted for USD 177.45 million of the pool. The Class B and Class C securities were ratedBaa1 and Ba3 by Moody’s, respectively, and accounted for USD 15.33 million and USD 9.87 million of thepool, respectively. The Class D securities were not rated and accounted for USD 7.35 million. The Class A,Class B, Class C and Class D securities are all due in 2037 and have allowed Tamweel to better matchfunding sources to long-term assets. Tamweel intends, subject to market conditions, to undertake periodicsecuritisation transactions in order to source additional funding and remove risk from its balance sheet.

In late 2007, Tamweel announced, that it had signed an AED 1.7 billion financing agreement with EmiratesIslamic Bank PJSC. The facility is Sharia compliant and will be used to fund Tamweel’s growth.

In January 2008, Tamweel closed its USD 300 million exchangeable Sukuk issue. The Sukuk was issued byTamweel Funding Limited, an offshore special purpose vehicle. Issue proceeds were used for generalfunding and expansion. The fixed profit rate on the Sukuk is 4.31 per cent., payable quarterly in arrear. Theconvertible Sukuk has an exchange price of USD 2.2711 which, at the relevant time, represented apremium in excess of 30 per cent. over the then previous three month volume weighted average marketprice of Tamweel shares. The Sukuk is scheduled to mature in 2013.

In April 2008, Tamweel raised USD 235 million through an Islamic syndicated facility.

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Properties held for sale and property development

As part of its strategy of exploiting its knowledge of the UAE real estate market in its chosen territories,Tamweel from time to time invests in completed or partially completed developments or developmentproperties with a view to making a profit by re-selling the purchased properties in the short-term. Wheneveran appropriate investment opportunity is identified, a business case is prepared and presented to Tamweel’sInvestment Committee for consideration. An important part of the business case is the availability ofpurchasers and the expected timeframe within which the property can be fully re-sold. Once approved bythe Investment Committee, Tamweel commits funds and makes the relevant investment.

A list of the investments made by Tamweel and their book values at 31 March 2008 is set out below:

Book Value at 31 March

2008111112

(AED millions)

Description of PropertyAl Jadaf land 964.60Al Reef downtown apartments 205.90Business Bay 114.20Discovery Garden apartments 42.20International City apartments 6.00Jumeirah Village villas 14.20Surouh Project villas 66.80Tamweel Tower 10.40

111112

Total 1,424.30111112aaaaas

Tamweel has made the following investments in properties and property development:

Al Jadaf land

Tamweel signed an agreement in August 2007 to form a strategic partnership with Bonyan InternationalInvestment Group LLC, a leading real estate developer based in Dubai, for the purchase of land in the AlJadaf area of Dubai for consideration of approximately AED 1.93 billion. The acquisition included a total of135 plots and significantly increased the properties under Tamweel’s management. The agreement was alsosigned by Sama Dubai LLC which is the international real estate investment and development arm of DubaiHolding LLC. Sama Dubai LLC will be responsible for the master planning of the area. As at 31 March 2008,Tamweel had sold approximately 67 of these plots.

Al Reef downtown apartments

In the last quarter of 2007, Tamweel purchased seven buildings in Abu Dhabi containing 259 apartmentsfor an aggregate price of approximately AED 228 million. Tamweel sold some units in the first quarter of2008 and is aiming to sell the balance of these apartments by the second quarter of 2008.

Business Bay

In the first quarter of 2007, Tamweel bought a plot of land in Business Bay, Dubai. Tamweel is planning toconstruct a building comprising of commercial and office space.

Discovery Gardens apartments

In late 2007, Tamweel purchased a building located in Discovery Gardens, Dubai for an aggregate price ofapproximately AED 42 million. This building is retained for future capital appreciation and projected to besold in the second quarter of 2008.

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International City apartments

In the second quarter of 2006, Tamweel purchased seven buildings located in International City, Dubai atan aggregate price of approximately AED 135.8 million. By March 2007, Tamweel had sold all of theresidential units within the buildings for an aggregate price of approximately AED 121 million. Tamweelretained some retail space in the buildings with a view to selling it in the future. All of Tamweel’s residentialunits in International City were financed by Tamweel.

Jumeirah Village villas

In 2007 Tamweel bought 40 villas in Jumeirah Village for approximately AED 50 million and had sold themajority of these villas by 31 March 2008.

Sorouh Project villas

In late 2006, Tamweel bought 136 villas in the Sorouh Project located in Abu Dhabi for approximately AED438 million. Tamweel had sold almost 85 per cent. of these villas as of 31 March 2008.

Tamweel Tower

In the fourth quarter of 2004, Tamweel sold the residential units of the Tamweel Tower for approximatelyAED 240 million. The approximate cost of the Tamweel Tower, the development of which is expected to becompleted in late 2008, is AED 170 million. Tamweel has retained four floors which make up thecommercial units of Tamweel Tower.

Escrow Management

Under the recently promulgated Law No. 8 of 2008, property developers in Dubai must place projectreceivables in escrow until predetermined development milestones are achieved. These escrow accounts areregulated by the Real Estate Regulatory Agency, a newly created government entity operating under theambit of the Dubai Land Department. Tamweel was the first real estate financier to be appointed as anofficial escrow manager.

As a provider of escrow management services, Tamweel offers real estate developers guidance insuccessfully completing all relevant Dubai Land Department processes, including amongst others: (i)account opening and balance management services; (ii) management of information systems in relation toaccount receivables and payables; and (iii) making timely payments to all stakeholders. In addition, Tamweelprovides developers with the option to outsource management of their receivables through Tamweel’s owncollection management service department, which provides developers with the ability to register theirbuyer units and audit the cash flow of their projects.

As a newly established business area, Tamweel does not expect to generate significant revenues from thisbusiness in 2008.

RISK MANAGEMENT

The principal risks faced by Tamweel in its business operations are credit risk, liquidity risk and profit raterisk. Tamweel’s risk management structure and a detailed analysis of these and certain other risks faced byTamweel are described in Note 32 to Tamweel’s financial statements for 2007 included on pages F-12 to F-49 of this Prospectus. In addition, Tamweel’s credit policies and procedures are described above under“Businesses – Islamic Financing and Investment Assets – Underwriting” and its liquidity management isdiscussed above under “Businesses – Islamic Financing and Investment Assets – Funding”.

INTERNAL CONTROLS

Tamweel’s internal audit, risk management and compliance activities are undertaken by an audit and riskmanagement department that functionally reports to the Audit and Risk Management Committee andadministratively to the Chief Executive Officer. The Audit and Risk Management Committee’s activities aregoverned by the Audit and Risk Management Committee Charter (which is strategic in nature) and anAudit and Risk Management Charter (which is operational in nature). Risk management staff also adhereto the Islamic Financial Services Board’s guidelines and publications. Members of the audit and risk

53


management department are permitted unrestricted access to all of Tamweel’s records (either manual orelectronic), its assets, physical properties and personnel to the extent they are relevant to its engagement.The Audit and Risk Management Committee plays an active role in ensuring that senior managementestablishes and maintains effective internal controls, reviewing the effectiveness of the internal auditfunction and ensuring that appropriate controls are in place for monitoring compliance with laws,regulations and supervisory requirements.

The audit and risk management functions encompass the examination and evaluation of the adequacy andeffectiveness of Tamweel’s corporate governance, risk management processes and all other internalcontrols. The audit and risk management department deploys a range of risk management methodologiesto help management identify, assess and mitigate Tamweel’s risk exposures. All internal audit, riskmanagement and compliance activities are independent and have no operational responsibility or authorityover activities under review. Risk management practices are supported by internal controls, including theproper segregation of duties, application of the maker-checker concept, end-of-day checking, dailyreconciliations and timely reporting of delinquencies.

Tamweel governs its internal audit by the Institute of Internal Auditors (USA) Code of Ethics, Standards forthe Professional Practice of Internal Auditing and Statement of Responsibilities. Tamweel benchmarks itsinternal audit activities to the Institute of Internal Auditors’ Global Audit Information Network.

Tamweel produces an annual internal audit plan and internal audit procedures covering its day-to-dayoperations. Internal audits are conducted using a risk based system to calculate the frequency of each audit.A report covering key risks is presented to the Board every two months. Two full internal audit reports areproduced every month. Outstanding issues are allocated a resolution timeline and are reviewed by theBoard on a monthly basis.

In terms of compliance, Tamweel believes that it has a strong corporate governance structure, see“Management – Corporate Governance”. Tamweel has established know your customer and anti-moneylaundering policies although, as it is not permitted to accept retail deposits and does not accept cashrepayment of any facility granted by it, to a large extent it relies on the banks through whom suchpayments are made to carry out these checks. In addition, Tamweel screens all new customers against UAEcentral bank blacklists and OFAC and other relevant check lists.

INFORMATION TECHNOLOGY

Tamweel employs FLEXCUBE as its primary information technology (“IT”) system. The FLEXCUBE productis provided by I-flex Solutions Limited (“I-flex”), an IT solutions provider which is now part of the Oraclegroup of companies. FLEXCUBE has been customised for Islamic mortgage products and entails flexibleproduct architecture to cover a range of fixed or floating profit rates, charges and amortisation structures.Management of the FLEXCUBE product is outsourced to I-flex.

Tamweel continually reviews its IT systems, software and processes with a view to ensuring that they areup to date and can efficiently satisfy all its business needs. In this connection, Tamweel has partnered withECS Limited (“ECS”) to enhance its business review services for its operations and sale cycles byimplementing new software from ULTIMUS. The impetus behind this IT upgrade is to support applicationturnaround approval time (which is currently targeted to less than 48-hours) and improve overallmanagement information systems across Tamweel.

Tamweel has also engaged Gartner Consultancy Services to review and endorse its overall IT strategy,including the network and system architecture, with a view to optimising the IT platform and servicesoffered. Tamweel used HP and CISCO when designing and implementing the system infrastructure andbackup platforms.

Tamweel intends to continue to review its information technology systems and platforms on an annualbasis. Tamweel’s current information technology system provides daily data back-up to an offsite locationin Sharjah. Tamweel intends to implement a backup information technology centre outside of the UAE tosupport its international expansion plans.

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LITIGATION

During the ordinary course of its business, Tamweel is subject to legal proceedings and adjudications. As ofthe date of this Prospectus, there are no material legal proceedings involving Tamweel.

REGULATION

The main regulator of local financial institutions operating within the UAE is the UAE Central Bank, whichregularly examines financial institutions. Tamweel underwent a UAE Central Bank examination inSeptember 2006, with no adverse findings and is currently undergoing another UAE Central Bankexamination. The UAE Central Bank requires regular submission of data including, but not limited to,deposited funds, Tamweel’s financing business, liquidity status, risk profile and anti-money launderingcontrols.

As a significant proportion of the shares of Tamweel are indirectly held by the Government of Dubai,Tamweel is also subject to annual government audits by, amongst others, the Finance Audit Department ofthe Ruler’s Court, which reports directly to the Ruler of Dubai.

As a company listed on the Dubai Financial Market, Tamweel is subject to the rules and regulations asenforced by the Emirates Securities and Commodities Authority. Tamweel also has a Sharia SupervisoryBoard which is responsible for auditing the Sharia compliance of Tamweel’s activities.

RELATED PARTY TRANSACTIONS

Related parties of Tamweel include major shareholders, directors and key management personnel andentities controlled, jointly controlled or significantly influenced by such parties. The pricing policies andterms of all related party transactions are approved by Tamweel’s management. All such transactions havebeen entered into on an arm’s length basis and details of the transactions are set out in Note 35 toTamweel’s financial statements for 2007 included on pages F-12 to F-49 of this Prospectus.

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MANAGEMENT

In accordance with applicable UAE law and Tamweel’s by-laws, Tamweel’s management is currentlycomprised of a Board and a senior management team which are described below. Tamweel’s organisationalstructure is set out below:

Board of Directors

The management of Tamweel is vested in a Board comprising eight members. The Board is appointed fora two-year renewable term and is required to meet at least six times per annum.

The Board is the ultimate decision-making body of Tamweel and is comprised of the Chairman, the ViceChairman and six other directors. The Board is supported by various standing committees including theExecutive Committee, the Audit and Risk Management Committee, ALCO, the Remuneration Committee,the Information Technology Steering Committee and the Investments Committee, each as further describedbelow.

The current directors of the Board are:

Directors Title11112 112

H.E. Sheikh Khaled Bin Zayed Bin Saqr Al Nehayan ChairmanMr. Khaled Al Kamda Vice ChairmanMr. Saad Abdul Razak DirectorMr. Ahmed Butti Al Muhairi DirectorMr. Ahmed Sultan Bin Sulayem DirectorMr. Adel Al Shirawi Director Mr. Fahad Hamad Bin Fahad Al Muhairy DirectorMr. Wasim Saifi Director

H.E. Sheikh Khaled Bin Zayed Bin Saqr Al Nehayan is Chairman of Tamweel as well as Salama (IslamicArab Insurance Company), a provider of Sharia compliant insurance solutions across the globe. SheikhKhaled established the Bin Zayed Group of Companies in 1988, a conglomerate of companies coveringconstruction, real estate development, information technology, healthcare products, and building materialsamongst others. Sheikh Khaled is also a member of the World Economic Forum and Chairman of the

Board of Directors

Audit & Risk Committee

Chief Executive Officer

Head of Audit & RiskManagement

General ManagerEscrow Management

Services

Chief OperatingOfficer

Chief CommercialOfficer

Chief Financial &Support Officer

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Executive Committee of Dubai Council for Economic Affairs. Born in 1958, Sheikh Khaled completed hisgraduation in business administration from Boston University, and his PhD coursework in Finance fromMichigan State University.

Mr. Khalid Al Kamda is Vice Chairman at Tamweel. He also chairs Emirates Hotels and Resorts LLC andDubai Express Freight Works, and is the Managing Director of DIB. Mr. Al Kamda started his career withEmirates Airlines in 1985 as an Information Technology Assistant Manager. In 1992, he was appointedSenior General Manager for all commercial activities of Emirates Airlines throughout the Gulf, Middle East,Africa, and the Commonwealth of Independent States (CIS). Mr. Al Kamda holds a Bachelors degree inelectrical engineering from the Melbourne Institute of Technology in Florida, USA, and a Masters degree inbusiness administration from the Cranfield School of Management in England.

Mr. Saad Abdul Razak is a member of the Board and previously served as The Chief Executive Officer atDIB. Mr. Razak received the Sheikh Rashid award for academic excellence. He also serves as a boardmember at a number of leading UAE corporate entities such as Emirates Integrated TelecommunicationCompany (Du), Dubai World, Dubai Ports World, Al Burj Real Estate, Deyaar Real Estate Development,Millennium Capital, Al Islami Financial Services and DIB Pakistan Ltd.

Mr. Ahmed Butti Al Muhairi is a member of the Board and is currently the Chief Executive Officer ofIstithmar and director general of Dubai Customs. Upon completion of his Masters degree in science fromDenver University in the United States, he was appointed assistant director general of Port Rashid Affairsby His Highness Sheikh Mohammed Bin Rashid Al Maktoum. Upon the creation of the Dubai PortsAuthority, Mr. Al Muhairi was appointed assistant managing director for corporate affairs.

Mr. Ahmed Sultan Bin Sulayem is the Executive Chairman of the Dubai Multi Commodities Centre(DMCC). He is also closely involved with the various initiatives of DMCC including the Dubai Gold andCommodities Exchange, the Dubai Diamond Exchange, the Dubai Tea Trading Centre and the Dubai PearlExchange. Mr. Ahmed was a Director at Asteco Property Management (LLC) and he holds a Bachelorsdegree in Business Administration from California State University in San Bernardino.

Mr. Adel Al Shirawi is currently the Vice Chairman at Istithmar World. He served as Chief Executive Officerof Tamweel from July 2004 to February 2008. Prior to being appointed Chief Executive Officer of Tamweel,he was a member of the Board and served as an executive director and member of the board of directorsfor the Ports, Customs and Free Zone Corporation. Mr. Al Shirawi has also served as the secretary generalfor The Corporate Office Group (which includes Ports, Customs and Free Zone Corporation, Dubai Multiand Commodities Center, Tejari and Nakheel Properties). He is a member of the Dubai e-Governmentexecutive team. Mr. Al Shirawi holds a Masters degree in engineering from the University of Louisville,Kentucky, United States and has finished executive education programmes with Harvard Business Schooland London Business School.

Mr. Fahad Hamad Bin Fahad Al Muhairy is a member of the Board. He is also a board member of severalcompanies in a variety of sectors including real estate and financial services, including (but not limited to)Dubai Islamic Bank, Emirates Leasing Company and Millennium Capital Holdings.

Mr. Al Muhairy has held the position of Chief Risk Officer at Dubai Islamic Bank since 2001. Prior to joiningDubai Islamic Bank, he served as a General Manager at AMLAK Finance and as a Senior Manager ofCorporate Banking at Standard Chartered Bank. Mr. Al Muhairy is a Certified Risk Analyst holding a BBA inFinance from the University of Arkansas.

Mr. Wasim Saifi is the Chief Executive Officer of Tamweel and was appointed in January 2008. Prior to hisappointment, Mr. Saifi was the Executive Vice President and head of retail and business banking of DIB. Mr.Saifi has over 20 years of experience in international banking in different organisations such asMashreqbank, American Express Bank and Standard Chartered Bank, including assignments in the MiddleEast and South Asia in areas covering corporate banking. Mr. Saifi holds a Masters in BusinessAdministration from Rutgers University of U.S.A.

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Senior Management

The senior management team of Tamweel comprises five senior division heads reporting to the ChiefExecutive Officer. Details of the current senior management team are set out below:

Senior Management Title Age1111111111 112 11

Mr. Wasim Saifi Chief Executive Officer 50Mr. Sanjay Sharma Chief Operating Officer 46Mr. Abdulla Nasser Abdulla Chief Commercial Officer 43Mr. Gaurav Agarwal Chief Financial and Support Officer 34Mr. Kamal Tayara General Manager Escrow Management Services 37Mr. Reginald King Head of Audit and Risk Management 54

Mr. Wasim Saifi is the Chief Executive Officer of Tamweel and was appointed in January 2008. Prior to hisappointment, Mr. Saifi was the Executive Vice President and head of retail and business banking of DIB. Mr.Saifi has over 20 years of experience in international banking in different organisations such asMashreqbank, American Express Bank and Standard Chartered Bank, including assignments in the MiddleEast and South Asia in areas covering corporate banking. Mr. Saifi holds a Masters in BusinessAdministration from Rutgers University of U.S.A.

Mr. Sanjay Sharma is a founding member of Tamweel and has been the Chief Operating Officer ofTamweel since December 2003. Mr. Sharma holds a Masters degree in Management (finance andmarketing) from the Indian Institute of Management, Bangalore and a Bachelors degree in Technology(mechanical engineering) from the Indian Institute of Technology, Bombay. Prior to joining Tamweel, hespent five years with HSBC Bank plc and five years with Standard Chartered Bank. He has also worked inkey management positions at Industrial Credit and Investment Company of India and HousingDevelopment and Finance Corporation Bank.

Mr. Abdulla Nasser Abdulla has been the Chief Commercial Officer of Tamweel since January 2007. Mr.Abdulla has over a decade of experience working for Emirates Airline, where he acted as a country managerfor various countries in Asia and the Middle East and eventually acted as Vice-President of Commercial Salesfor the UAE. He attended London Business School.

Mr. Gaurav Agarwal has been the Chief Financial and Support Officer of Tamweel since April 2007. Priorto his appointment as Chief Financial and Support Officer, he served as Head of Credit and Asset Valuationfor Tamweel. Prior to joining Tamweel in 2005, he was a senior manager in the corporate finance andbusiness advisory group of Ernst & Young and was part of the steering committee which launched Tamweelin 2003. Mr. Agarwal holds an MBA in finance and is a Cost and Works Accountant and Chartered FinancialAnalyst.

Mr. Kamal Tayara has been the General Manager Escrow Management Services at Tamweel since January2008. He has varied experience in the financial services sector having worked with Merrill Lynch, SalomonSmith Barney, Al Arabiya News Channel and EFG Private Bank, Dubai. Mr. Tayara holds an MBA degree fromINSEAD and a Bachelor of Engineering from the American University of Beirut.

Mr. Reginald King has been the Head of Audit and Risk Management of Tamweel since March 2006. Heholds a Masters degree in Business Administration from the University of Kent, England. He is a fellow atboth the Institute of Financial Accountants, England and the Chartered Management Institute, England andis also an Associate of the Chartered Institute of Bankers, England. Mr. King has over 30 years ofinternational banking experience and has worked with Standard Chartered Bank, Bankers Trust Company,Saudi Hollandi Bank, the UAE Central Bank and the Union National Bank.

There are no conflicts of interest between the duties of the members of the Board and senior managementteam named above and their private interests or other duties. The business address of each of the membersof the Board and senior management team named above is Business Avenue Building, Mezzanine Floor,P.O. Box 111555, Dubai, UAE.

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Committees

Executive Committee

The Executive Committee of Tamweel performs the functions delegated by the Board when the board isnot in session. The committee assists the Board in its oversight responsibilities. The Executive Committeeconsists of the Chief Executive Officer, the Chief Operating Officer, the Chief Commercial Officer and theChief Financial and Support Officer and meets when required.

Audit and Risk Management Committee

The Audit and Risk Management Committee of Tamweel is independent and is responsible for overseeingcorporate governance, internal audit, internal control, financial reporting and risk management ofTamweel. The committee comprises two members of the Board and the Head of Audit and RiskManagement who, in turn, report to the full Board. The committee meets six times per year and theChairman and Chief Executive Officer are generally invited to join committee meetings.

Asset Liability Committee

ALCO monitors the asset performance and financial position of Tamweel. ALCO is responsible forestablishing risk management standards and methodologies, monitoring liquidity and alternative fundingsources, reviewing market rate risk and regulatory capital levels and determining pricing parameters andTamweel’s base profit rate (determined by reference to EIBOR). The committee also considers new initiativesand reviews funding plans. Members of ALCO include the Chief Executive Officer, Chief Operating Officer,Chief Financial & Support Officer, the Head of Investments and, as occasional observer, the Head of RiskManagement. The Chief Executive Officer chairs the committee. The committee meets once per month andreports to the Board on a quarterly basis.

Remuneration Committee

The Remuneration Committee develops and reviews remuneration packages provided to employeesincluding matters relating to salary, benefits and bonus. The committee conducts periodic reviews todetermine appropriate remuneration for both management and employees.

Information Technology Steering Committee

The Information Technology Steering Committee determines Tamweel’s information technologyinfrastructure requirements and defines Tamweel’s information technology strategy. The committeeapproves proposals and manages the implementation of information technology systems.

Investments Committee

The Investments Committee determines Tamweel’s overall investment strategy and policy. It analyses andapproves investment related proposals and reviews performance of investments according to previously setperformance indicators. Members of the Investments Committee include the Chief Executive Officer, ChiefOperating Officer, Chief Commercial Officer, Chief Financial & Support Officer and the Head of Investmentsand, as an occasional observer, the Head of Audit and Risk Management.

Sharia Supervisory Board

In compliance with Tamweel’s memorandum and articles of association, Tamweel has a Sharia SupervisoryBoard which oversees all areas of operation in order to ensure that Tamweel’s activities are in accordancewith Sharia principles. Regular Sharia audits are performed on all of Tamweel’s activities by the ShariaSupervisory Board, which consists of the following members:

Name Position111 1111

Professor Dr. Hussain Hamid Hassan ChairmanSheikh Dr. Mohammed Abdul Hakeim Zuair General SecretarySheikh Mohammed Abdul Razak Al Sedeiq Member

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Professor Dr. Hussain Hamid Hassan is Chairman of Tamweel’s Sharia Supervisory Board. He holds a PhD inthe Faculty of Sharia, a Masters degree in Comparative Jurisprudence, a diploma in Comparative Law, adiploma in Sharia, a diploma in Private Law, an LLB and a Masters degree in Comparative Juries. He is theauthor of 21 books and over 400 articles on a variety of subjects including Islamic law, Islamic finance andIslamic economics.

Sheikh Dr. Mohammed Abdul Hakeim Zuair is General Secretary of Tamweel’s Sharia Supervisory Board. Heholds a PhD in Islamic Sharia, a Masters degree in Islamic Sharia, a diploma in Islamic Studies and aBachelors degree of Management Science. He is the author of multiple Islamic banking publications.

Sheikh Mohammed Abdul Razak Al Sedeiq is a member of Tamweel’s Sharia Supervisory Board. He holds aMaster’s degree in Comparative Fiqh, a diploma in Fiqh principles, a Masters degree in Fiqh, a Mastersdiploma from the Faculty of Sharia and Law and is registered to commence a PhD in comparative Fiqh.

Corporate Governance

The Board is committed to high standards of corporate governance and has established an internal policywhich is aimed at ensuring good corporate governance in its business practices and activities. The policycovers, amongst other things, conflicts of interest, improper payments and gifts, insider trading,confidentiality and each employee’s responsibilities. Tamweel has appointed a compliance officer to monitorimplementation and adherence to the policy. The policy applies to Tamweel, its Board, its officers and itsemployees. Each employee is required to sign the policy and to attend seminars on its content andapplication. The Audit and Risk Management Committee is charged by the Board with ensuring that thepolicy and other applicable policies will govern, without exception, all business activities of Tamweel.

Employee ownership

On 26 February 2006, Tamweel established an Employee Stock Ownership Plan under which Tamweelshares may be granted to eligible employees. The employee benefit plan is designed to:

• foster a sense of ownership and sharing of economic prosperity of the organisation;

• promote key-employee retention; and

• help senior management focus on long-term strategic initiatives.

For eligible individuals, Tamweel shares are granted after an agreed period of service, which is typically threeyears. The restrictions attached to the granted shares lapse over such period in a uniform manner (i.e. 33per cent. of the shares vest after the first year, 33 per cent. of the shares vest after the second year and theremaining 34 per cent. of the shares vest after the third year). The senior management and functional headsare eligible to receive shares of Tamweel, and there is a provision in the Employee Stock Ownership Plan toaward shares of Tamweel to potentially high performers at any level.

Employees

As at 31 December 2007, Tamweel employed approximately 223 full-time employees. Employees ofTamweel regularly undergo internally organised skill development programmes aimed at ensuring they haveall appropriate qualifications and improving their management and other personality-based skills. Inaddition, employees may attend a range of externally arranged courses to assist in their skills development.Tamweel is committed to the development of UAE citizens. As a result of its Emiratisation programme, thepercentage of UAE citizens working at Tamweel is in excess of the regulatory requirement of 10 per cent.for the banking industry and was approximately 15 per cent. as at 31 December 2007. Tamweel isintending to increase this to at least 30 per cent. by the end of 2009. In pursuit of this goal, Tamweelcreates awareness about its Emiratisation programme by participating in events such as the March 2008National Career Exhibition, an initiative geared at recruiting UAE national graduates.

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DESCRIPTION OF THE ISSUER

General

Tamweel Sukuk Limited, a Cayman Islands exempted company with limited liability, was incorporated on12 May 2008 under the Companies Law (2007 Revision) of the Cayman Islands with company registrationnumber 210388. The Issuer has been established as a special purpose vehicle for the sole purpose of issuingthe Certificates and entering into the transactions contemplated by the Transaction Documents.

The registered office of the Issuer is at Maples Finance Limited, PO Box 1093, Queensgate House, GrandCayman, KY1-1102, Cayman Islands.

The authorised share capital of the Issuer is US$50,000 consisting of 50,000 ordinary shares of US$1.00each, of which 250 shares have been issued. All of the issued shares (the “Shares”) are fully-paid and areheld by Maples Finance Limited as share trustee (the “Share Trustee”) under the terms of a trust deed (the“Trust Deed”) dated 11 July 2008 under which the Share Trustee holds the Shares in trust until theTermination Date (as defined in the Trust Deed). Prior to the Termination Date, the trust is an accumulationtrust, but the Share Trustee has the power to benefit the Certificateholders or qualified charities (as furtherdescribed in the Trust Deed). It is not anticipated that any distribution will be made whilst any Certificate isoutstanding. Following the Termination Date, the Share Trustee will wind up the trust and make a finaldistribution to charity.

The Share Trustee has no other interest in, and derives no benefit (other than its fee for acting as ShareTrustee) from, its holding of the Shares.

Business of the Issuer

The Issuer has no prior operating history or prior business and will not have any substantial liabilities otherthan in connection with the issue of the Certificates. The Certificates are the obligations of the Issuer aloneand not the Share Trustee.

The objects for which the Issuer is established are set out in clause 3 of its Memorandum of Association asregistered on 12 May 2008. The objects are expressed to be unrestricted and therefore would include theissue of the Certificates, execution of Transaction Documents to which it is a party and any other agreementnecessary for the performance of its obligations under the transactions contemplated thereby andundertaking activities pursuant to or that are not inconsistent with the terms and conditions of theCertificates.

Directors of the Issuer

The Directors of the Issuer are as follows:

Name: Principal Occupation:

Guy Major Senior Vice-President, Maples Finance Limited

Carlos Farjallah Senior Vice-President, Maples Finance Limited

John Ackerley Senior Vice-President, Maples Finance Limited

The business address of each Director is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

Except as otherwise disclosed herein, there are no potential conflicts of interest between the privateinterests or other duties of the Directors listed above and their duties to the Issuer.

Fiscal Year / Financial Statements / Auditors

The fiscal years of the Issuer will end on 31 December of each year, beginning in 2008. Since the date ofits incorporation, no financial statements of the Issuer have been prepared.

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Other than as described herein, the Issuer does not have any loan, capital, borrowings or contingentliabilities and has not changed its equity capital. As at the Closing Date, Ernst & Young will be appointedas auditors of the Issuer.

The Administrator

Maples Finance Limited will act as administrator of the Issuer (in such capacity, the “IssuerAdministrator”). The office of the Issuer Administrator will serve as the general business office of theIssuer.

Through the office, and pursuant to the terms of the corporate services agreement executed between theIssuer and the Issuer Administrator (the “Corporate Services Agreement”), the Issuer Administrator willperform in the Cayman Islands various administrative functions on behalf of the Issuer, including theprovision of registered office facilities to the Issuer and the provision of certain clerical, administrative andother services until termination of the Corporate Services Agreement. In consideration of the foregoing, theIssuer Administrator will receive various fees payable by the Issuer at rates agreed upon from time to time,plus expenses.

The terms of the Corporate Services Agreement provide that the Issuer may terminate the appointment ofthe Issuer Administrator by giving 14 days notice to the Issuer Administrator at any time within 12 monthsof the happening of certain stated events, including any breach by the Issuer Administrator of itsobligations under the Corporate Services Agreement. In addition, the Corporate Services Agreementprovides that the Issuer Administrator shall be entitled to retire from its appointment by giving at least threemonths notice in writing.

The Issuer Administrator will be subject to the overview of the Issuer’s Board of Directors. The CorporateServices Agreement may be terminated (other than as stated above) by either the Issuer or the IssuerAdministrator giving the other party at least three months written notice.

The Issuer Administrator’s principal office is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman,KY1-1102, Cayman Islands.

The Directors of the Issuer are all employees or officers of the Issuer Administrator. The Issuer has noemployees and is not expected to have any employees in the future.

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OVERVIEW OF THE EMIRATE OF DUBAI

The information set forth in this section is based on publicly available information. Tamweel acceptsresponsibility for accurately reproducing such information and as far as Tamweel is aware no facts havebeen omitted which would render such information misleading, but Tamweel accepts no furtherresponsibility in respect of such information. Such information may be approximations or use roundednumbers.

Introduction

The UAE is a federation of seven emirates made up of Abu Dhabi, Dubai, Sharjah, Ajman, Umm Al Quwain,Fujairah and Ras Al Khaimah. The UAE has one of the most liberal business environments in the Middle Eastfocused around economic liberalisation and promoting the role of the private sector. There are currently nocorporate taxes in most business sectors, other than oil producing companies and foreign banks, nopersonal taxes and no exchange controls on the remittance of profits or repatriation of capital. Additionally,the UAE enjoys low tariffs and there are virtually no restrictions on foreign trade.

Legal System

There are three primary sources or types of law in the UAE: federal laws and decrees, local laws and Sharia(Islamic law). The secondary source of law is trade custom or practice. In the absence of federal legislationon areas specifically reserved to federal authority, the ruler or local government of each emirate will applyhis or its own rules, regulations and practices. As is its right under the Constitution, Dubai, like the emiratesof Ras Al Khaimah and Abu Dhabi, has elected to maintain its own court system, separate from that of thefederation, and the courts of Dubai have sole jurisdiction to hear cases brought in Dubai. Although bothfederal and Dubai courts have a similar three-tier structure (Court of First Instance, Court of Appeal andCourt of Cassation/Supreme Court), Dubai has retained complete autonomy over its courts in all matters,including the appointment of judges. In accordance with the Constitution, however, the Dubai courts willfirst apply federal law where this exists and, in its absence, the laws of Dubai.

The Emirate of Dubai

Dubai is the second largest emirate in the UAE, and is situated on the west coast of the UAE in thesouthwestern part of the Arabian Gulf. It covers an area of 3,885 square kilometres and lies approximatelyat longitude 55 degrees east and latitude 25 degrees north. Except for a tiny enclave in the Hajar Mountainsat Hatta, the emirate of Dubai comprises one contiguous block of territory.

The population of Dubai was estimated at 1,422,000 in 2006 in the 2006 census. Approximately 75 percent. of the population is estimated to be non-UAE nationals, mainly drawn from the Indian subcontinent,Europe and other Arab countries. Approximately 75 per cent. of the population is estimated to be male and25 per cent. female, reflecting the large male expatriate workforce.

History

Dubai started as a pearl and fishing village sometime in the first half of the eighteenth century. From the1850s until the formation of the UAE in 1971, the British were the dominant influence in the region, andeach emirate entered into a separate treaty with Great Britain. The emirates were then collectively knownas the Trucial States or Sheikhdoms and the area was generally known as the Trucial Coast. The Sheikhdomswere each led by a sheikh, who usually belonged to the most influential tribe in that area.

During the nineteenth century, Dubai, split by a 14 kilometre long creek, which led into a natural harbour,established itself as a flourishing centre for the import and re-export of merchandise.

Another important economic activity at that time was pearling. Offshore from Dubai, the waters were richwith pearl beds. However, the Great Depression of the 1930s and the emergence of artificial pearls in 1929dented Dubai’s prosperity.

To counter the loss of economic activity from the decline in pearling, Dubai encouraged traders from Indiaand Iran to establish their business in Dubai. Traders, attracted by Dubai’s liberal policies, especially its lower

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taxes on foreigners compared to its neighbours, made it their base and Dubai quickly established itself asa leading centre for trade in gold bullion, textiles and consumer durables.

In the 1930s and 1940s, oil was discovered in Kuwait, Qatar and Saudi Arabia - adding to that alreadyfound in Bahrain, Iran and Iraq. In 1966, oil was first discovered by the Dubai Petroleum Company at Fateh,which lies 92 kilometres off the coast of Dubai.

As the primary regional trading hub, Dubai was well placed to capitalise on the upturn in Middle Eastbusiness activity that came with oil exports.

The Economy of Dubai

Dubai’s strategic position at the crossroads between the East and West has helped establish it as a leadingtrading and services hub between the Far East and Europe.

Dubai’s economy has growing banking, tourism and real estate sectors. However, with only a fraction ofthe fossil fuel reserves of other emirates, it has gradually reduced its dependency on oil and gas revenues.The Government of Dubai continues to invest heavily in the infrastructure of the emirate and its economicdevelopment. Much of the infrastructure that has been created in recent years, both public and private, isaimed at reinforcing Dubai’s strategic position at the East-West crossroads.

Dubai has focused on developing itself as a centre for tourism, trade and commerce in order to diversify itseconomy away from oil. The emirate has successfully pioneered the use of free zones to spur economicactivity and attract companies to its shores. These free zones offer 100 per cent. ownership to non-nationals, and serve as an attractive location for companies seeking to serve the growing markets of theMiddle East, South Asia and Central Asia.

Some free zones currently operating in Dubai include the Jebel Ali Free Zone (“JAFZ”), the DubaiTechnology and Media Free Zone (“DTMF”) (previously called the Technology Electronic Commerce andMedia Free Zone) and the Dubai International Financial Centre (“DIFC”). The DIFC is a financial free zone,aimed at attracting international commercial banks, investment banks, insurance companies and otherfinancial institutions.

DTMF consists of Dubai Internet City, Dubai Media City and Knowledge Village and aims to attract globalcompanies that serve the technology, media and training industry. DTMF’s tenants include prestigiousinternational and regional IT and media companies such as Microsoft, IBM, Reuters, CNN, CNBC, and MBC,among others. JAFZ was established in 1980 with the specific purpose of facilitating investment inmanufacturing and distribution businesses.

Other free zones include the Dubai Multi Commodities Centre, the Airport Free Zone and Dubai HealthcareCity. Upcoming free zones include Dubai Logistics City, Dubai Aid City, Dubai Biotech FZ, and Dubai SiliconOasis, in addition to a number of others.

The Government of Dubai

All powers of government in Dubai are vested in the Ruler. The various departments and other arms of theGovernment and their respective executives operate under the powers and responsibilities specificallydelegated to them from time to time by the Ruler. Laws of Dubai are passed by Decree of the Ruler. Thepresent Ruler is H.H. General Sheikh Mohammed bin Rashid Al Maktoum.

In Dubai, there are various local governing bodies charged with regulating and administering local law andpolicy, including the Dubai Department of Economic Development, Dubai Municipality and the Departmentof Civil Aviation.

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OVERVIEW OF THE PROPERTY AND HOME FINANCE MARKET IN DUBAI

The information set forth in this section is based on publicly available information. Tamweel acceptsresponsibility for accurately reproducing such information and as far as Tamweel is aware no facts havebeen omitted which would render such information misleading, but Tamweel accepts no furtherresponsibility in respect of such information. Such information may be approximations or use roundednumbers.

Property Ownership

Until recently, legal title in real property in Dubai could be owned only by UAE nationals and, under certainconditions, by other GCC nationals. Law No (7) of 2006 concerning Real Property Registration in Dubai (the“Property Law”) was passed in March 2006 and published in the official gazette in April 2006 andprovides that the right to own real property in Dubai shall be restricted to UAE and GCC nationals andcompanies owned in full by them, as well as to public joint stock companies, however, non-UAE nationalsmay be granted the right to freehold ownership or usufruct/leasehold rights over real property for a periodnot exceeding 99 years, in designated areas of Dubai. These areas have been defined pursuant toRegulation No (3) of 2006 (the “Designated Areas”).

Historically, outright ownership of real property in Dubai has either been classified as “freehold” ownershipor “gifted/granted” land obtained pursuant to a gift or grant from the Ruler of Dubai.

Land Registration

Under the Property Law, purchased properties in Dubai are required to be registered in the name of thepurchaser and in accordance with the Regulation No. 3 of 2006. In the case of properties purchased fromdevelopers, applications for registration may be submitted by the initial purchaser at the office of thedeveloper of the development in which the relevant property is situated, and completed by the developerat the Dubai Land Department.

As this registration requirement applies retroactively to prior sales of properties, property developers havebeen faced with significant backlogs, as has the Dubai Land Department as it processes registrations ofprior sales.

Housing Market

The Dubai property market has registered record growth in recent years. According to Dubai Municipality,the total number of residential units almost doubled to just over 205,500 in the 10 years ended 2005.(Source: Dubai Residential Real Estate Report - MEED July 2007)

The value of the land transactions in the local market (i.e. outside the freehold areas) has increased at anaverage rate of 42 per cent. a year over the past six years. Approximately AED 160,000 million worth ofland deals were done in the period of 2001 to 2006 with approximately 40 per cent. of the total beingcarried out in 2006. Approximately 48 per cent. of transactions were financed by mortgages and a further35 per cent. were outright purchases (Source: Dubai Residential Real Estate Report - MEED July 2007).

During the last two years, the supply of new housing in Dubai has generally fallen short of demand mainlydue to delays in completion of the announced projects. However, some major developments such asJumeirah Lake Towers and Discovery Gardens are nearing completion and will add to the supply.

The demand for residential and commercial real estate in Dubai has grown as a result of general economicand population growth in Dubai. Tamweel believes market demand will be sustained in the medium termdue to delays in supply, growth in free zone employment, advances in real estate and business legislationand a tax friendly environment.

According to the United Arab Emirates Yearbook 2007 (published with the assistance and support of theUAE Ministry for Presidential Affairs and the National Media Council), investment in real estate in Dubai inmid-2006 stood at AED 165 billion, up from AED 11 billion in 2000. Between 2000 and 2005 the numberof residential buildings in Dubai increased by more than 42 per cent., to 79,000 buildings from 56,000. Thiscompares with a modest growth in the number of residential buildings of 6.7 per cent in the previous five

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year period. The number of residential units, meanwhile, surged 63 per cent over the five years to about238,000 at the end of 2005.

Prices on the primary market tripled between 2002 to 2007, with prices of two and three bedroom villasincreasing from an average AED 474,000 and AED 705,000, respectively to AED 1.7 million and AED 2.5million, respectively in 2006. Similarly prices of apartments also increased significantly. The prices of a studioand three bedroom units increased from AED 194,000 and AED 1.475 million, respectively to AED 650,000and AED 2.7 million, respectively between 2002 and 2007. The average per square ft. prices increased fromAED 331 to AED 764 for villas and AED 533 to AED 1050 for apartments from 2002 to 2007 (Source forpricing information: Tamweel).

The Home Finance Market

The UAE housing finance sector is in its initial stages with Tamweel and Amlak being the leading housingfinance providers followed by a number of banks that have, until recently, not been aggressively involvedin the sector. Driven by growth in the Dubai property market, the volume of facilities extended has almostquadrupled between the end of 2004, when it was AED 2.9 billion, to reach AED 11.3 billion in September2006 (Source: EFG-Hermes Report on UAE Housing Finance, January 2007).

During 2006, introduction of the Property Law, a change in the customer mix more towards long-termownership and the launch of several projects targeted at low to middle income consumers led to significantincreases in housing finance facilities.

Tamweel believes the variable rate of return payable by customers under residential property financings hasbeen relatively stable, falling within the range of 7.5 per cent. to 8.5 per cent. per annum. The mainmarket-wide contributing factors for this have been pricing competition among financiers and the broadrange of financing products offered by financiers (although some financiers have also benefited from a lowcost of funds).

Tamweel and Amlak jointly hold over half the market share in the housing finance market. The rest of themarket is held by a number of local and foreign banks that offer home finance in the UAE, including HSBC,Standard Chartered Bank, Abu Dhabi Commercial Bank, Dubai Islamic Bank, Lloyds Bank TSB, Barclays,Mashreqbank and National Bank of Dubai.

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SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTS

The following is a summary of certain provisions of the Transaction Documents and is qualified in its entiretyby reference to the detailed provisions of the principal Transaction Documents. Copies of the TransactionDocuments will be available for inspection at the offices of the Issuer.

The proceeds of the issue of the Certificates will be used by the Issuer to purchase Tamweel’s rights, titleand interest in and to certain assets in accordance with the Purchase Agreement and the Istisna Agreement.

Purchase Agreement

Pursuant to the Purchase Agreement dated on or about the Closing Date and entered into betweenTamweel, as Seller, and the Trustee, as Purchaser, the Trustee will purchase Tamweel’s rights, title andinterest in and to a portfolio of leased assets as further described in the Purchase Agreement (the “OriginalLeased Assets”) at a price equal to no less than one third of the proceeds of the issue of the Certificates.

Istisna Agreement

Pursuant to the Istisna Agreement dated on or about the Closing Date and entered into between Tamweel,as Sani, and the Trustee, as Mustasni, the Trustee will purchase (by way of istisna) Tamweel’s rights, titleand interest in and to a portfolio of istisna assets as further described in the Istisna Agreement (the“Original Istisna Assets”) at a price equal to the proceeds of the issue of the Certificates less the amountpaid to Tamweel under the Purchase Agreement.

Declaration of Trust

Pursuant to the Declaration of Trust, the Issuer will declare that it will (in its capacities as Issuer and Trustee)hold the Trust Assets upon trust absolutely for the Certificateholders pro rata according to the face amountof Certificates held by each Certificateholder subject to and in accordance with the Declaration of Trust andthe Conditions. The Issuer shall cause all income from the Trust Assets to be distributed, and all paymentsin respect of the Certificates to be made, in accordance with the Conditions.

“Trust Assets” means the Trustee’s rights, title, interest and benefit, present and future, in, to and underthe Portfolio Assets and each of the Transaction Documents, all moneys which may now be, or hereafterfrom time to time are, standing to the credit of the Transaction Account and all proceeds (includinginsurance proceeds) of the foregoing.

“Portfolio Assets” means the Original Leased Assets and the Original Istisna Assets and, from time totime, any assets replacing any of those assets in accordance with the Service Agency Agreement includingSharia compliant income generating assets.

The Declaration of Trust provides that no payment of any amount whatsoever shall be made in respect ofthe Certificates by the Issuer or the Trustee or any of their respective agents except to the extent that fundsare available therefor from the Trust Assets.

Service Agency Agreement

Pursuant to the Service Agency Agreement dated on or about the Closing Date, Tamweel will be appointedto act as Service Agent and, in that capacity, for so long as the Trustee has any right, title or otherentitlement in or to the Portfolio Assets, to provide, inter alia, the following services to the Trustee withrespect to the Portfolio Assets (the “Services”):

(a) it shall hold, take delivery (including, upon completion, taking delivery of any istisna assets, at anytime, comprising the Portfolio Assets) and manage (including delivering completed istisna assets tothe lessees in accordance with applicable Istisna Transaction Documents) the Portfolio Assets for thebenefit of the Trustee to generate profit and without any capital loss to the value of the PortfolioAssets being AED 1,100,000,000 as at the date of the Service Agency Agreement;

(b) it shall be entitled to substitute or exchange any Portfolio Assets in accordance with the SaleUndertaking;

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(c) it shall ensure that not less than 33 per cent. of the Portfolio Assets comprise assets which are thesubject of rental generating ijara contracts (the “Leased Portfolio Assets”) and the realisableamount on any sale of such assets is not less than AED 366,666,667;

(d) it shall do all acts and things (including execution of such documents, issue of notices andcommencement of any proceedings) that it considers reasonable and prudent to ensure theassumption and compliance by each Portfolio Transaction Party of its covenants, undertakings orother obligations under the Portfolio Transaction Documents to which the Service Agent is a partyor for the benefit of the Service Agent in accordance with applicable law and the terms of thePortfolio Transaction Documents;

(e) it shall pay and discharge all Portfolio Liabilities;

(f) it shall collect all Portfolio Revenues, investigate non-payment of Portfolio Revenues and generallymake reasonable efforts to collect or enforce the collection of such Portfolio Revenues on thePortfolio Transaction Documents as and when the same shall become due;

(g) to the extent that Portfolio Revenues (including any insurance proceeds) do not, in the opinion ofthe Service Agent, constitute Portfolio Profit, the Service Agent shall:

(i) reinvest them in a manner to maintain compliance with paragraph (c) above and in assets tobe constructed;

(ii) reinvest them in acquiring assets, whether to be constructed or otherwise, which, whendelivered, shall be leased to any person the Service Agent thinks fit;

(iii) pending such re-investment, invest them in Sharia compliant income generating assets, inaccordance with the guidance from the Service Agent’s Sharia Coordination Department toensure timely payment of Portfolio Profit in accordance with the Service Agency Agreement;

(h) it shall discharge all obligations in respect of any of the Leased Portfolio Assets required by the Shariato be assumed by a lessor, including insurance against total or partial loss and reinstatement of anyassets which are the subject of a partial loss;

(i) it shall discharge all obligations under paragraph (h), the Service Agent may procure that thoseobligations are delegated to a Lease Transaction Party acting as service agent (in a manner and onsuch terms as are compliant with the Sharia) in accordance with any Lease Transaction Documentsuch service agent is or will become a party to;

(j) it shall pay all Taxes (if any) charged, levied or claimed in respect of the Portfolio Assets by anyrelevant taxing or other authority;

(k) it shall obtain all necessary Authorisation in connection with any of the Portfolio Assets and itsobligations under or in connection with the Service Agency Agreement; and

(l) it shall maintain the Portfolio Account and the Profit Reserve Account in accordance with, andcomply with all its other obligations under, the Service Agency Agreement.

On the second Business Day prior to each Periodic Distribution Date (each, a “Distribution Date”), theService Agent shall pay the Portfolio Profit to the Trustee and the Trustee will apply the same to pay thePeriodic Distribution Amount due on the immediately succeeding Periodic Distribution Date.

If the Portfolio Profit payable to the Trustee on a Distribution Date is greater than such Periodic DistributionAmount, that surplus Portfolio Profit will be used as a reserve which may be utilised for the payment offuture Portfolio Profits and must be credited to the Profit Reserve Account accordingly.

The Service Agent may at any time prior to the Maturity Date withdraw any amount standing to the creditof the Profit Reserve Account on account of the incentive fee payable to the Service Agent on the MaturityDate (each such withdrawal, an “Advance Incentive Fee”), subject to:

(i) the Service Agent re-crediting to the Profit Reserve Account any Advance Incentive Fee on aDistribution Date if, and to the extent, the aggregate of (i) the Portfolio Profit and (ii) the amountthen standing to the credit of the Profit Reserve Account is less than the relevant Periodic DistributionAmount;

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(ii) the amount so re-credited must be paid to the Trustee on the relevant Distribution Date in or towardspayment of the relevant Periodic Distribution Amount.

If, notwithstanding such re-crediting of the Profit Reserve Account, there is insufficient funds to enable theTrustee to pay the Periodic Distribution Amount in full, the Service Agent may meet the shortfall throughthe provision of Sharia compliant financing and if this is not possible, for any reason, it may provide a loanon a qard basis to the Trustee to meet such shortfall which, in each case, shall be repayable solely from anyfuture Portfolio Profit (without recourse to the Portfolio Assets or the Trustee) on a first priority basis.

For the purpose of the foregoing:

“Distribution Period” means the period from and including the Closing Date to, but excluding, theDistribution Date falling in October 2008 and thereafter each period from, and including, a DistributionDate to, but excluding, the next Distribution Date.

“Istisna Transaction Documents” means any istisna agreement comprising the Portfolio Assets and anyrelated documentation (including any forward ijara contract) entered into or to be entered into by anyIstisna Transaction Party, including the grant of Security to secure the obligations of any Istisna TransactionParty.

“Istisna Transaction Party” means (other than Tamweel) any person which is or will become a party toany Istisna Transaction Document.

“Lease Transaction Documents” means any ijara contract comprising the Portfolio Assets and any relateddocumentation entered into or to be entered into by any Lease Transaction Party, including the grant ofSecurity to secure the obligations of any Lease Transaction Party.

“Lease Transaction Party” means (other than Tamweel) any person which is or will become a party to anyLease Transaction Document.

“Portfolio Account” means a UAE dirham denominated account in the books of the Service Agent forthe purpose of recording the receipt and payment of all Portfolio Revenues and Portfolio Liabilities.

“Portfolio Liabilities” means the amount of any claims, losses, costs and expenses properly incurred bythe Service Agent in providing the Services.

“Portfolio Profit” means, in respect of a Distribution Period, the amount by which Portfolio Revenuesexceed the aggregate of (i) Portfolio Revenues required to be reinvested to maintain compliance with theService Agency Agreement and (ii) Portfolio Liabilities.

“Portfolio Revenues” means all rental, sale proceeds or other income or consideration, damages,insurance proceeds, compensation, or other sums received by the Service Agent in whatever currency inconnection with the Portfolio Assets.

“Portfolio Transaction Documents” means the Lease Transaction Documents and the Istisna TransactionDocuments.

“Portfolio Transaction Parties” means the Lease Transaction Parties and the Istisna Transaction Parties.

“Profit Reserve Account” means a UAE dirham denominated account in the books of the Service Agentfor the purpose of recording the crediting of any reserved Portfolio Profit and payment and, if applicable,re-crediting of any Advance Incentive Fee in accordance with the Service Agency Agreement.

“Security” means any mortgage, charge, assignment by way of security, pledge, hypothecation, lien, rightof set off, retention of title provision, trust or flawed asset arrangement (for the purpose of, or which hasthe effect of, granting security) or any other security interest of any kind whatsoever, or any agreement,whether conditional or otherwise, to create any of the same.

Purchase Undertaking

Under the Purchase Undertaking executed by Tamweel in favour of the Trustee on or about the ClosingDate, Tamweel undertakes:

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(i) provided that a Dissolution Event has occurred and is continuing, at any time between the ClosingDate and the Maturity Date (each as defined in the Conditions);

(ii) provided that a Rating Downgrade Event has occurred, at any time between the Closing Date andthe Maturity Date (each as defined in the Conditions); or

(iii) on the Maturity Date;

to purchase, in each case, on the date falling two Business Days prior to the relevant Redemption Date allof the Trustee’s rights, title and interest in and to the Portfolio Assets at the Exercise Price specified in theExercise Notice in each case in UAE dirham on an “as is” basis (without any warranty express or implied asto condition, fitness for purpose, suitability for use or otherwise and if any warranty is implied by law, itshall be excluded to the full extent permitted by law) and otherwise on the terms and subject to theconditions of the Purchase Undertaking.

The Trustee (or the Delegate on its behalf, as the case may be) may exercise its option under the PurchaseUndertaking as follows:

(a) in the case of (i) by delivering an Exercise Notice to the Obligor, such Dissolution Redemption Datebeing a minimum of 3 Business Days following the delivery of such Exercise Notice;

(b) in the case of (ii) by delivering an Exercise Notice to the Obligor specifying the Rating DowngradeRedemption Date, such Rating Downgrade Redemption Date being the next Periodic DistributionDate falling no earlier than 45 days after the date of such Exercise Notice; and

(c) in the case of (iii) by delivering an Exercise Notice to the Obligor no later than 3 Business Days andno earlier than 30 Business Days prior to the Maturity Date.

Promptly following Tamweel’s payment of the Exercise Price in accordance with the Purchase Undertaking,the sale of all of the Trustee’s rights, title and interest in and to the Portfolio Assets shall occur by Tamweeland the Trustee executing a Sale Agreement.

If Tamweel fails to settle all or a part of the Exercise Price that is due in accordance with the PurchaseUndertaking (the “Outstanding Exercise Price”), Tamweel shall pay a late payment amount in respect ofthe period from, and including, the due date for settlement to, but excluding, the date of full settlement,calculated on a daily basis, as the product of (a) 1 per cent. per annum, (b) the Outstanding Exercise Priceand (c) on the basis of 12 months of 30 days each. Any late payment amount received by the Trustee mustbe donated (on behalf of Tamweel) to the Red Crescent Society, being the charity of Tamweel’s choice.

Under the Purchase Undertaking, the following events constitute an “Event of Default”:

(a) Non-Payment: The Obligor fails to pay any amount under any Transaction Document when due, andsuch failure continues unremedied for a period of three Business Days; or

(b) Breach of Other Obligations: The Obligor does not perform or comply with any one or more of itsother obligations in the Declaration of Trust which default is incapable of remedy or, if in the opinionof the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days afternotice of such default shall have been given to the Obligor by the Trustee; or

(c) Cross-Default:

(i) any other present or future indebtedness of the Obligor or any of its Subsidiaries for or inrespect of moneys borrowed or raised becomes (or becomes capable of being declared) dueand payable prior to its stated maturity by reason of any actual or potential default, event ofdefault or the like (howsoever described), or

(ii) any such indebtedness is not paid when due or, as the case may be, within any originallyapplicable grace period, or

(iii) the Obligor or any of its Subsidiaries fails to pay when due any amount payable by it underany present or future guarantee for, or indemnity in respect of, any moneys borrowed orraised

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provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities inrespect of which one or more of the events mentioned above in this paragraph (c) have occurredequals or exceeds U.S.$10,000,000 (or its equivalent in any other currency or currencies); or

(d) Enforcement Proceedings: any expropriation, attachment, sequestration, distress or execution madepursuant to a court order or judgment or arising by virtue of any law or regulation affects any assetor assets of the Obligor or any of its Material Subsidiaries having an aggregate value of at leastU.S.$10,000,000 (or its equivalent in any other currency or currencies) and is not discharged within30 days; or

(e) Security Enforced: any security over any assets of the Obligor or any of its Material Subsidiarieshaving an aggregate value of U.S.$10,000,000 (or its equivalent in any other currency or currencies)is enforced; or

(f) Insolvency: the Obligor or any of its Material Subsidiaries is (or is, or could be, deemed by law or acourt to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop orsuspend payment of all or a material part of (or of a particular type of) its debts, proposes or makesany agreement for the deferral, rescheduling or other readjustment of all of (or all of a particulartype of) its debts (or of any part which it will or might otherwise be unable to pay when due),proposes or makes a general assignment or an arrangement or composition with or for the benefitof the relevant creditors in respect of any of such debts or a moratorium is agreed or declared inrespect of or affecting all or any part of (or of a particular type of) the debts of the Obligor or anyof its Material Subsidiaries; or

(g) Winding-up: an order is made or an effective resolution passed for the winding-up or dissolution ofthe Obligor or any of its Material Subsidiaries, or the Obligor or any of its Material Subsidiaries ceasesor threatens to cease to carry on all or substantially all of its business or operations, except for thepurpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation(i) on terms approved by the Trustee or by an Extraordinary Resolution of the Certificateholders, or(ii) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiaryare transferred to or otherwise vested in the Obligor or another of its Material Subsidiaries; or

(h) Authorisation and Consents: any action, condition or thing (including the obtaining or effecting ofany necessary consent, approval, authorisation, exemption, filing, licence, order, recording orregistration) at any time required to be taken, fulfilled or done in order (i) to enable the Obligorlawfully to enter into, exercise its rights and perform and comply with its obligations under theTransaction Documents to which it is a party and the Declaration of Trust, (ii) to ensure that thoseobligations are legally binding and enforceable and (iii) to make the Transaction Documents and theDeclaration of Trust admissible in evidence in the courts of any relevant jurisdiction is not taken,fulfilled or done; or

(i) Illegality: it is or will become unlawful for the Obligor to perform or comply with any one or moreof its obligations under any of the Transaction Documents to which it is a party; or

(j) Analogous Events: any event occurs which under the laws of any relevant jurisdiction has ananalogous effect to any of the events referred to in paragraphs (f) and (g) above;

provided that, except in the case of paragraph (a) and the following paragraphs in respect of the Obligoronly: (c), (f) and (g), such events shall only be an Event of Default for the purposes of Condition 10 if theTrustee (or the Delegate on its behalf, as the case may be) has certified that, in its opinion, such event ismaterially prejudicial to the interests of the Certificateholders.

Under the Purchase Undertaking, Tamweel will undertake that so long as any Certificates remainsoutstanding, it shall not, and shall ensure that none of its Material Subsidiaries will, create, or haveoutstanding, any Security Interest upon the whole or any part of its present or future undertaking, assetsor revenues (including any uncalled capital) to secure any Relevant Indebtedness, or any guarantee orindemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto creatingaccording to the Certificates the same security as is created or subsisting to secure any such RelevantIndebtedness, guarantee or indemnity or such other security as shall be approved by an ExtraordinaryResolution of the Certificateholders.

For the purpose of the foregoing:

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“Material Subsidiary” means at any time any Subsidiary of Tamweel:

(a) whose (i) operating income (consolidated in the case of a Subsidiary which itself has Subsidiaries) or(ii) total net assets (consolidated in the case of a Subsidiary which itself has Subsidiaries) attributableto Tamweel represent not less than five per cent. of the consolidated operating income or, as thecase may be, the consolidated total net assets of Tamweel and its Subsidiaries taken as a whole, allas calculated by reference to the latest financial statements (consolidated or, as the case may be,unconsolidated) of such Subsidiary and the then latest audited consolidated financial statements ofTamweel and its consolidated Subsidiaries, provided that in the case of a Subsidiary acquired afterthe end of the financial period to which the then latest audited consolidated financial statements ofTamweel relate for the purpose of applying each of the foregoing tests, the reference to Tamweel’slatest audited consolidated financial statements shall be deemed to be a reference to such financialstatements as if such Subsidiary had been shown therein by reference to its then latest relevantfinancial statements, adjusted in such manner as may be appropriate to consolidate the latestaudited financial statements (consolidated or, as the case may be, unconsolidated) of such Subsidiaryin such financial statements; or

(b) to which is transferred all or substantially all of the assets and undertaking of a Subsidiary whichimmediately prior to such transfer is a Material Subsidiary.

A certificate of two directors of Tamweel that, in their opinion, a Subsidiary is or is not, or was or was not,at any particular time or during any particular period, a Material Subsidiary may be relied upon by theTrustee (and the Delegate) without further enquiry or evidence and, if relied upon by the Trustee (or theDelegate), shall (in the absence of manifest error) be conclusive and binding.

“Rating Downgrade Event” means a downgrading of the rating of the Obligor by at least two notchesat any one time between the Closing Date and the Maturity Date by either or both of Moody’s InvestorsServices Inc. or Fitch Ratings Ltd., in each case, as a direct result of the Government of Dubai reducing itsdirect or indirect ownership of the issued share capital of the Obligor. For the purposes of this definitiononly, the relevant rating agency’s sole determination of what constitutes “the Government of Dubai” shallbe conclusive.

“Relevant Indebtedness” means any indebtedness other than Securitisation Indebtedness which is in theform of, or represented or evidenced by, bonds, notes, debentures, loan stock, sukuk certificates or othersecurities which for the time being are, or are intended to be or capable of being, quoted, listed or dealtin or traded on any stock exchange or over-the-counter or other securities market.

“Securitisation” means any securitisation of existing or future assets and/or revenues, provided that (i) anySecurity Interest given by Tamweel or any of its Subsidiaries in connection therewith is limited solely to theassets and/or revenues which are the subject of the securitisation, (ii) each party participating in suchsecuritisation expressly agrees to limit its recourse to the assets and/or revenues so securitised, and (iii) thereis no other recourse to Tamweel or any of its Subsidiaries in respect of any default by any person under thesecuritisation.

“Securitisation Indebtedness” means any indebtedness incurred in connection with a Securitisation.

“Security Interest” means any mortgage, charge, lien or other security securing any obligation of anyparty.

“Subsidiary” means any entity whose financial statements at any time are required by law or in accordancewith generally accepted accounting principles to be fully consolidated with those of Tamweel.

Sale Undertaking

The Trustee shall execute a Sale Undertaking to be dated on or about the Closing Date in favour ofTamweel.

Early Redemption following a Tax Event

Pursuant to the Sale Undertaking, the Trustee undertakes to sell to Tamweel all of its rights, title and interestin and to the Portfolio Assets on an “as is” basis (without any warranty express or implied as to thecondition, fitness for purpose, suitability for use or otherwise and if any warranty is implied by law, it shall

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be excluded to the full extent permitted by law) at the Exercise Price following Tamweel exercising its optionunder the Sale Undertaking.

Subject to no Dissolution Event being continuing, Tamweel may exercise its option following the occurrenceof a Tax Event (as defined in Condition 6.2) by delivering a Tax Event Exercise Notice to the Trustee by noearlier than 65, and no later than 45, days prior to the Tax Redemption Date to be specified in the Tax EventExercise Notice.

The Exercise Price shall be paid in full, without deduction, set-off or counterclaim into the TransactionAccount two Business Days prior to the Tax Redemption Date. Promptly following such payment, the saleof all of the Trustee’s rights, title and interest in and to the Portfolio Assets shall occur by Tamweel and theTrustee executing a tax redemption sale agreement substantially in the form set out in the SaleUndertaking.

Substitution of Portfolio Assets

If Tamweel wants to purchase any of the Portfolio Assets then held by the Trustee which are the subject ofan istisna agreement, a forward lease agreement or an ijara contract (the “Original Portfolio Assets”) bypayment in kind with other assets (the “Replacement Portfolio Assets”), the Trustee undertakes pursuantto the Sale Undertaking to sell the same to Tamweel on an “as is” basis (without any warranty express orimplied as to the condition, fitness for purpose, suitability for use or otherwise and if any warranty is impliedby law, it shall be excluded to the full extent permitted by law), subject to the following conditions:

(a) no Dissolution Event has occurred and is continuing;

(b) Tamweel delivering a substitution exercise notice to the Trustee by no earlier than 60, and no laterthan 10, days prior to the date on which the substitution sale agreement to be executed by Tamweeland the Trustee substantially in the form set out in the Sale Undertaking is to be executed;

(c) the value (taking into account realisable profit from the Original Portfolio Assets) of the OriginalPortfolio Assets must be certified by Tamweel (in UAE dirhams) in the substitution exercise noticesubstantially in the form set out in the Sale Undertaking, and that certified value will be the UAEdirham purchase consideration (the “Sale Price”) for the Replacement Portfolio Assets;

(d) the Sale Price must be paid in kind by Tamweel transferring all its rights, title and interest in and tothe Replacement Portfolio Assets subject to the value (taking into account realisable profit from theReplacement Portfolio Assets) of the Replacement Portfolio Assets being equal to the Sale Price andcertified as such in the substitution exercise notice; and

(e) any costs and expenses for such transfer must be paid in full by Tamweel.

Agency Agreement

Pursuant to the Agency Agreement to be dated the Closing Date, the Issuer will appoint:

(a) The Bank of New York Mellon, acting through its London Branch as principal paying agent,calculation agent and replacement agent in respect of the Certificates; and

(b) The Bank of New York (Luxembourg) S.A. as registrar and transfer agent in respect of theCertificates.

Costs Undertaking

Pursuant to the Costs Undertaking to be dated the Closing Date and executed by Tamweel, Tamweel willagree to pay certain fees and expenses arising in connection with the issue of the Certificates and underthe Transaction Documents.

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TAXATION

The following is a general description of certain tax considerations relating to the Certificates. It does notpurport to be a complete analysis of all tax considerations relating to the Certificates. Prospectivepurchasers of Certificates should consult their tax advisers as to the consequences under the tax laws ofthe country of which they could be resident for any tax purposes and the tax laws of the UAE of acquiring,holding and disposing of Certificates and receiving payments of Redemption Amounts, Periodic DistributionAmounts and/or other amounts under the Certificates. This summary is based upon laws, decrees, rulings,administrative practice and judicial decisions as in effect on the date of this Prospectus and is subject to anychange in law that may take effect after such date and which could have retroactive effect.

UAE Taxation

The following summary of the anticipated tax treatment in the UAE in relation to the payments on theCertificates is based on the taxation law and practice in force at the date of this Prospectus, and does notconstitute legal or tax advice and prospective investors should be aware that the relevant fiscal rules andpractice and their interpretation may change. Prospective investors should consult their own professionaladvisers on the implications of subscribing for, buying, holding, selling, redeeming or disposing ofCertificates and the receipt of any payments in respect of any Distribution Amounts and distributions(whether or not on a winding-up) with respect to such Certificates under the laws of the jurisdictions inwhich they may be liable to taxation.

There is currently in force in the Emirate of Dubai legislation establishing a general corporate taxationregime (the Dubai Income Tax Decree 1969 (as amended)). The regime is however not enforced save inrespect of companies active in the hydrocarbon industry, some related service industries and branches offoreign banks operating in the United Arab Emirates. It is not known whether the legislation will or will notbe enforced more generally or within other industry sectors in the future. Under current legislation, thereis no requirement for withholding or deduction for or on account of UAE, or Dubai taxation in respect ofpayments of coupon or principal on debt securities (including of Periodic Distributions and RedemptionAmounts due under the Certificates).

The Constitution of the UAE specifically reserves to the Federal Government of the UAE the right to raisetaxes on a federal basis for the purpose of funding its budget. It is not known whether this right will beexercised in the future.

The UAE has entered into double taxation arrangements with a number of countries, but these are notextensive in number.

Cayman Islands Taxation

The Government of the Cayman Islands, will not, under existing legislation, impose any income, corporateor capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Issuer or theCertificateholders. The Cayman Islands are not party to any double taxation treaties.

The Issuer has applied for and can expect to receive an undertaking from the Governor in Cabinet of theCayman Islands that, in accordance with section 6 of the Tax Concessions Law (1999 Revision) of theCayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in theCayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to theIssuer or its operations and, in addition, that no tax to be levied on profits, income, gains or appreciationsor which is in the nature of estate duty or inheritance tax shall be payable (i) on the shares, debentures orother obligations of the Issuer or (ii) by way of the withholding in whole or in part of a payment of dividendor other distribution of income or capital by the Issuer to its members or a payment of principal or interestor other sums due under a debenture or other obligation of the Issuer.

EU Directive on the Taxation of Savings Income

Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State has beenrequired, since 1 July 2005, to provide to the tax authorities of another Member State details of paymentsof interest (or similar income) paid by a person within its jurisdiction to, or collected by such a person for,an individual resident in that other Member State. However, Austria, Belgium and Luxembourg are required

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instead to apply a withholding system for a transitional period in relation to such payments by deductingamounts on account of tax at rates rising over time to 35 per cent. This transitional period commenced on1 July 2005 and terminates at the end of the first full fiscal year following agreement by certain non-EUcountries and territories to the exchange of information relating to payments of interest. A number of non-EU countries and territories, including Switzerland, have agreed to adopt similar measures (a withholdingsystem in the case of Switzerland) with effect from the same date. Therefore, payments of PeriodicDistribution Amounts on the Certificates which are made or collected through Belgium, Luxembourg,Austria or any other relevant country may be subject to withholding tax which would preventCertificateholders from receiving Periodic Distribution Amounts on their Certificate in full. The terms andconditions of the Certificates provide that, to the extent that it is possible to do so, a paying agent will bemaintained by the Issuer in a Member State that is not required to withhold tax pursuant to the directive.

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CLEARANCE AND SETTLEMENT

The information set out below is subject to any change in or reinterpretation of the rules, regulations andprocedures of Euroclear or Clearstream, Luxembourg currently in effect. The information in this sectionconcerning such clearing systems has been obtained from sources that the Issuer believes to be reliable,but none of the Issuer, Tamweel nor the Joint Lead Managers takes any responsibility for the accuracy ofthis section. The Issuer and Tamweel only take responsibility for the correct extraction and reproduction ofthe information in this section. Investors wishing to use the facilities of any of the Clearing Systems areadvised to confirm the continued applicability of the rules, regulations and procedures of the relevantClearing System. None of the Issuer or Tamweel and any other party to the Agency Agreement will haveany responsibility or liability for any aspect of the records relating to, or payments made on account of,ownership interests in the Certificates held through the facilities of any Clearing System or for maintaining,supervising or reviewing any records relating to such ownership interests.

Clearing Systems

Euroclear and Clearstream, Luxembourg each hold securities for their customers and facilitate the clearanceand settlement of securities transactions by electronic book-entry transfer between their respective accountholders. Euroclear and Clearstream, Luxembourg provide various services including safekeeping,administration, clearance and settlement of internationally traded securities and securities lending andborrowing. Euroclear and Clearstream, Luxembourg also deal with domestic securities markets in severalcountries through established depositary and custodial relationships. Euroclear and Clearstream,Luxembourg have established an electronic bridge between their two systems across which their respectiveparticipants may settle trades with each other. Euroclear and Clearstream, Luxembourg customers areworldwide financial institutions, including underwriters, securities brokers and dealers, banks, trustcompanies and clearing corporations. Indirect access to Euroclear and Clearstream, Luxembourg is availableto other institutions that clear through or maintain a custodial relationship with an account holder of eithersystem.

Registration and Form

Book-entry interests in the Certificates will be represented by the Global Certificate registered in the nameof a common depositary or its nominee for Euroclear and Clearstream, Luxembourg. Ownership of book-entry interests in the Global Certificate will be held through financial institutions as direct and indirectparticipants in Euroclear and Clearstream, Luxembourg.

The aggregate holdings of book-entry interests in the Global Certificate in Euroclear and Clearstream,Luxembourg will be reflected in the book-entry accounts of each such institution. Euroclear or Clearstream,Luxembourg, as the case may be, and every other intermediate holder in the chain to the owner of book-entry interests in the Global Certificate will be responsible for establishing and maintaining accounts fortheir participants and customers having interests in the book-entry interests in the Global Certificate. TheRegistrar will be responsible for maintaining a record of the aggregate holdings of the Global Certificateregistered in the name of a common depositary or its nominee for Euroclear and Clearstream, Luxembourgand/or, if individual Certificates are issued in the limited circumstances described under “GlobalCertificate”, holders of Certificates represented by those individual Certificates. The Principal Paying Agentwill be responsible for ensuring that payments received by it from the Issuer for holders of book-entryinterests in the Global Certificate holding through Euroclear and Clearstream, Luxembourg are credited toEuroclear or Clearstream, Luxembourg, as the case may be.

The Issuer will not impose any fees in respect of holding the Global Certificate; however, holders of book-entry interests in the Global Certificate may incur fees normally payable in respect of the maintenance andoperation of accounts in Euroclear or Clearstream, Luxembourg.

Clearance and Settlement Procedures

Initial Settlement

Upon their original issue, the Certificates will be in global form represented by the Global Certificate.Interests in the Global Certificate will be in uncertified book-entry form. Purchasers holding book entryinterests in the Global Certificate through Euroclear and Clearstream, Luxembourg accounts will follow the

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settlement procedures applicable to conventional Eurobonds. Book-entry interests in the Global Certificatewill be credited to Euroclear and Clearstream, Luxembourg participants’ securities clearance accounts onthe Closing Date against payment (for value the Closing Date).

Secondary Market Trading

Because the purchaser determines the place of delivery, it is important to establish at the time of tradingof any Certificates where both the purchaser’s and seller’s accounts are located to ensure that settlementcan be made on the desired value date.

Trading between Euroclear and/or Clearstream, Luxembourg participants

Secondary market trading between Euroclear participants and/or Clearstream, Luxembourg participants willbe settled using the procedures applicable to conventional Eurobonds in same-day funds.

General

Neither of Euroclear and Clearstream, Luxembourg is under any obligation to perform or continue toperform the procedures referred to above, and such procedures may be discontinued at any time.

None of the Issuer, the Trustee, Tamweel or any of their agents will have any responsibility for theperformance by Euroclear or Clearstream, Luxembourg or their respective participants of their respectiveobligations under the rules and procedures governing their operations or the arrangements referred toabove.

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SUBSCRIPTION AND SALE

Badr Al Islami, Islamic Banking Division of Mashreqbank psc, Dubai Islamic Bank PJSC and StandardChartered Bank (the “Relevant Joint Lead Managers”) have, pursuant to a subscription agreement dated16 July 2008 (the “Subscription Agreement”) made between the Issuer, Tamweel and the Joint LeadManagers, jointly and severally agreed, subject to the satisfaction of certain conditions set forth therein toprocure subscribers for or, failing which, subscribe and pay for the Certificates at the issue price of 100 percent. of the face amount of the Certificates.

Pursuant to the Subscription Agreement, Tamweel has agreed to pay certain commissions and expenses tothe Relevant Joint Lead Managers in respect of their subscription of the Certificates and to reimburse theRelevant Joint Lead Managers for certain of their expenses incurred in connection with the issue of theCertificates.

United States

The Certificates have not been and will not be registered under the Securities Act and, subject to certainexceptions, may not be offered or sold within the United States. The Certificates are being offered and soldoutside of the United States in reliance on Regulation S. In addition, until 40 days after commencement ofthe offering of the Certificates, an offer or sale of the Certificates within the United States by any dealer(whether or not participating in the Offering) may violate the registration requirements of the Securities Act.

United Kingdom

Each of the Joint Lead Managers has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement in connection with the Certificates to persons to whomsuch an invitation or inducement can lawfully be communicated or caused to be communicatedunder applicable United Kingdom law (including section 21 and section 238 of the FSMA ); and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to the Certificates in, from or otherwise involving the United Kingdom.

Cayman Islands

Each of the Joint Lead Managers has represented and agreed that no offer or invitation to subscribe forCertificates has been made or will be made to the public of the Cayman Islands.

United Arab Emirates (excluding the Dubai International Financial Centre)

Each of the Joint Lead Managers has acknowledged and agreed that the Certificates have not been andwill not be publicly offered, sold or promoted or advertised by it in the United Arab Emirates other than incompliance with laws applicable in the United Arab Emirates governing the issue, offering and sale to thepublic of securities.

Dubai International Financial Centre

Each of the Joint Lead Managers has represented and agreed that it has not offered and will not offer theCertificates to any person in the Dubai International Financial Centre unless such offer is (a) deemed to bean “Exempt Offer” in accordance with the Offered Securities Rules of the Dubai Financial Services Authority(the “Rules”); and (b) made only to Qualified Investors (as defined in the Rules).

Bahrain

Each of the Joint Lead Managers has represented, warranted and undertaken that it has not offered andwill not offer, Certificates to the Public (as defined in Articles 142-146 of the Commercial Companies Law(decree Law No. 21/2001) of Bahrain) in Bahrain.

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Kuwait

Each of the Joint Lead Managers has represented and agreed that no marketing or sale of the Certificatesmay take place in Kuwait unless the same has been duly authorised by the Kuwait Ministry of Commerceand Industry pursuant to the provisions of Law No. 31/1990 and the various ministerial regulations issuedthereunder.

Qatar

Each of the Joint Lead Managers has represented and warranted that the Certificates are only intended tobe distributed to persons who are not Retail Customers (as such term is defined in the QFC RegulatoryAuthority Interpretation and Application Rulebook, Glossary of Defined Terms).

Singapore

Each of the Joint Lead Managers has acknowledged that this Prospectus has not been registered as aprospectus with the Monetary Authority of Singapore. Accordingly, each of the Joint Lead Managers hasrepresented and agreed that it has not offered or sold any Certificates or caused such Certificates to bemade the subject of an invitation for subscription or purchase and will not offer or sell any Certificates orcause such Certificates to be made the subject of an invitation for subscription or purchase, and has notcirculated or distributed, nor will it circulate or distribute, this Prospectus or any other document or materialin connection with the offer or sale, or invitation for subscription or purchase, of such Certificates, whetherdirectly or indirectly, to persons in Singapore other than (a) to an institutional investor under Section 274of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (b) to a relevant person pursuantto Section 275(1), or any person pursuant to Section 275(1)(A), and in accordance with the conditionsspecified in Section 275 of, the SFA, or (c) otherwise pursuant to, and in accordance with the conditions,of any other applicable provision of the SFA.

Hong Kong

Each of the Joint Lead Managers has represented, warranted and agreed that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, anyCertificates other than (i) to “professional investors” as defined in the Securities and FuturesOrdinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in othercircumstances which do not result in the document being a “prospectus” as defined in theCompanies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the publicwithin the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in itspossession for the purposes of issue (in each case whether in Hong Kong or elsewhere), anyadvertisement, invitation or document relating to the Certificates, which is directed at, or thecontents of which are likely to be accessed or read by, the public in Hong Kong (except if permittedto do so under the Securities laws of Hong Kong) other than with respect to the Certificates whichare or are intended to be disposed of only to persons outside Hong Kong or only to “professionalinvestors” as defined in the Securities and Futures Ordinance and any rules made under thatOrdinance.

Malaysia

Each of the Joint Lead Managers has acknowledged and agreed that the offer or issue of the Certificatesin Malaysia can only be made to investors in the manner specified in Schedules 6 or 7 and 9 of the CapitalMarkets and Services Act 2007 (e.g. unit trust schemes, holders of a Capital Markets Services Licence(“CMSL”) who carry on the business of dealing in securities, closed-end funds approved by the SecuritiesCommission of Malaysia, holders of a CMSL who carry on the business of fund management, licensedfinancial institutions under the Banking and Financial Institutions Act 1989 or licensed Islamic banks underthe Islamic Banking Act 1983, licensed offshore banks under the Offshore Banking Act 1990, insurancecompanies registered under the Insurance Act 1996, corporations with total net assets exceeding tenmillions Malaysian ringgit or its equivalent in foreign currencies based on the last audited accounts,statutory bodies established by an Act of Parliament of Malaysia or an enactment of any state in Malaysia

79


and pension funds approved by the Director General of Inland Revenue under section 150 of the IncomeTax Act 1967).

General

No action has been or will be taken in any jurisdiction by the Joint Lead Managers, the Issuer or Tamweelthat would permit a public offering of the Certificates, or possession or distribution of this Prospectus orany other offering or publicity material relating to the Certificates, in any country or jurisdiction whereaction for that purpose is required. Each of the Joint Lead Managers has undertaken that it will comply, tothe best of its knowledge and belief, with all applicable laws and regulations in each jurisdiction in whichit acquires, offers, sells or delivers Certificates or has in its possession or distributes this Prospectus or anysuch other material, in all cases at its own expense. None of the Issuer or Tamweel will have anyresponsibility for, and the Joint Lead Managers will obtain any consent, approval or permission required byit for, the acquisition, offer, sale or delivery by it of Certificates under the laws and regulations in force inany jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery.

80


GENERAL INFORMATION

(1) Application has been made for the Certificates to be listed on the Dubai International FinancialExchange. Listing is expected to be granted on or around 30 July 2008.

(2) The issue of the Certificates has been duly authorised by a written resolution of the Board ofDirectors of the Issuer on 14 July 2008.

(3) Tamweel has obtained all necessary consents, approvals and authorisations in connection with theentry into of the Transaction Documents to which it is a party. The entry into by Tamweel of theTransaction Documents to which it is a party was duly authorised by a resolution of the board ofdirectors of Tamweel on 5 June 2008.

(4) The Certificates have been accepted for clearance through Euroclear and Clearstream, Luxembourgwhich are entities in charge of keeping records. The ISIN for the Certificates is XS0378312630. TheCommon Code for the Certificates is 037831263.

(5) Each Certificate will bear the following legend:

“No offer of the Certificates may be made to any person in the Dubai International Financial Centreunless such offer is (a) deemed to be an “Exempt Offer” in accordance with the Offered SecuritiesRules of the Dubai Financial Services Authority (the “Rules”) and (b) made to Qualified Investors asdefined in the Rules. Persons into whose possession this Certificate may come must informthemselves about the nature of this Certificate as a restricted security, and observe any applicablerestrictions in any relevant jurisdiction on the offering, purchase and sale of the Certificates.”

(6) Since:

(a) 31 March 2008 (the last day of the financial period in respect of which the most recentunaudited interim financial statements of Tamweel have been prepared), there has been nosignificant change in the financial or trading position of Tamweel;

(b) 31 December 2007 (the last day of the financial period in respect of which the most recentaudited financial statements of Tamweel have been prepared), there has been no materialadverse change in the financial position or prospects of Tamweel; and

(c) the date of its incorporation, there has been no significant change in the financial or tradingposition of the Issuer and no material adverse change in the financial position or prospects ofthe Issuer.

(7) The Issuer is not and has not been involved in any governmental, legal or arbitration proceedings(including any such proceedings which are pending or threatened of which the Issuer is aware)during the 12 months preceding the date of this Prospectus which may have or have had in therecent past significant effects on the financial position or profitability of the Issuer.

(8) Tamweel is not and has not been involved in any governmental, legal or arbitration proceedings(including any such proceedings which are pending or threatened of which Tamweel is aware) duringthe 12 months preceding the date of this Prospectus which may have or have had in the recent pastsignificant effects on the financial position or profitability of Tamweel.

(9) The first financial year of the Issuer will end on 31 December 2008. The Issuer has no subsidiaries.

(10) For so long as any of the Certificates remains outstanding, copies (and English translations where thedocuments in question are not in English) of the following documents will be available for inspectionduring normal business hours on any weekday (excluding Saturdays, Sundays and public holidays)from the registered office of the Issuer:

(a) the constitutional documents of the Issuer;

(b) the most recently publicly available audited financial statements of the Issuer (if any);

81

Level: 5 – From: 5 – Wednesday, July 16, 2008 – 4:03 pm – mac5 – 3989 Section 07 : 3989 Section 07

(c) the most recently publicly available audited financial statements of Tamweel for the yearsended 31 December 2007, 31 December 2006 and 31 December 2005 and the respectiveauditor’s report thereon;

(d) the most recently publicly available interim financial statements of Tamweel for the 3 monthsended 31 March 2008;

(e) the Transaction Documents;

(f) the pronouncement dated on or before the Closing Date and issued by Tamweel’s Fatwa &Sharia Supervisory Board; and

(g) this Prospectus.

This Prospectus will be published on the website of the DIFX at www.difx.ae.

(11) The auditors of Tamweel are Ernst & Young, Dubai, independent auditors, who have audited theconsolidated financial statements of Tamweel for the three years ended 31 December 2007 as statedin the auditors reports set out in this Prospectus. The auditors of Tamweel have no material interestin Tamweel.

(12) The auditors of the Issuer are Ernst & Young. The Issuer has not prepared any financial statementsto date. The auditors of the Issuer have no material interest in the Issuer.

82


APPENDIX – FINANCIAL INFORMATION

Unaudited consolidated financial statements of Tamweel for the 3 months ended 31 March 2008............................................................................................................ F-1

Auditors’ report and consolidated financial statements of Tamweel for the period ended 31 December 2007...................................................................................................... F-12

Auditors’ report and consolidated financial statements of Tamweel for the period ended 31 December 2006 ................................................................................................................ F-50

Auditors’ report and consolidated financial statements of Tamweel for the period ended 31 December 2005 ................................................................................................................ F-76

83


Tamweel PJSC and its subsidiaries INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

31 MARCH 2008 (UNAUDITED)

F-1

Level: 5 – From: 5 – Wednesday, July 16, 2008 – 01:49 – mac8 – 3989 Section 08a : 3989 Section 08aLevel: 5 – From: 5 – Wednesday, July 16, 2008 – 01:49 – mac8 – 3989 Section 08a : 3989 Section 08a

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TO THE BOARD OF DIRECTORS OF TAMWEEL PJSC

IntroductionWe have reviewed the accompanying interim condensed consolidated financial statements of Tamweel PJSC and its subsidiaries (the ‘Group’) as of 31 March 2008, comprising of the interim consolidated balance sheet as at 31 March 2008 and the related interim consolidated statements of income, changes in equity and cash flow for the three-month period then ended, and explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Accounting Standard 34 Interim Financial Reporting (“IAS 34”). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope of ReviewWe conducted our review in accordance with International Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

ConclusionBased on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34.

Signed by Naushad Anwar PartnerRegistration No. 489

16 April 2008

F-2

Level: 5 – From: 5 – Wednesday, July 16, 2008 – 01:49 – mac8 – 3989 Section 08a : 3989 Section 08a

ERNST & YOUNG

Tamweel PJSC and its subsidiaries CONSOLIDATED INCOME STATEMENT Period ended 31 March 2008 (Unaudited)

The attached notes 1 to 6 form part of these interim condensed consolidated financial statements.

Three months ended Note 31 March 2008 31 March 2007

AED’000 AED’000

Income from Islamic financing and investing assets 139,513 61,232

Fees, commission and other income 29,601 8,200

Income from sale of properties held for sale 155,866 17,577

Income from sale of development property, net 736 4,566

OPERATING INCOME 325,716 91,575

General and administrative expenses (59,224) (19,600)

PROFIT BEFORE DEPOSITORS’ SHARE OF PROFIT 266,492 71,975

Depositors’ share of profit (90,145) (21,506)

PROFIT FOR THE PERIOD 176,347 50,469

Earnings per share:

Basic earnings per share (AED) 3 0.18 0.05

Diluted earnings per share (AED) 3 0.17 0.05

F-3


Tamweel PJSC and its subsidiaries CONSOLIDATED BALANCE SHEET At 31 March 2008


31 March 31 December 2008 2007

AED’000 AED’000(Unaudited) (Audited)

ASSETSBank balances and cash 778,291 189,761Advances, prepayments and other receivables 634,632 647,055Properties held for sale 1,424,275 2,308,694Investment properties 45,301 45,301Other investments 66,753 70,338 Islamic financing and investing assets 6,635,280 5,216,539Property and equipment 42,241 36,040

TOTAL ASSETS 9,626,773 8,513,728

LIABILITIES AND EQUITY Liabilities Zakat payable 32,129 27,682Accounts payable, accruals and other liabilities 792,059 808,749Financing obligations 6,736,202 5,631,329

Total liabilities 7,560,390 6,467,760

EquityShare capital 1,000,000 1,000,000 Employees’ benefit plan (9,577) (9,577) Statutory reserve 136,452 136,452General reserve 480,124 480,124 Special reserve 52,290 52,290 Cumulative changes in fair value 413 365 Convertible bonds equity component 69,534 -Retained earnings 337,147 168,314Proposed dividends - 218,000

Total equity 2,066,383 2,045,968

TOTAL LIABILITIES AND EQUITY 9,626,773 8,513,728

____________________ _____________________ Chief Executive Officer Chairman 16 April 2008 16 April 2008

F-4


WASIM SAIFI KHALID BIN ZAYED

Tamweel PJSC and its subsidiaries CONSOLIDATED CASH FLOW STATEMENT Period ended 31 March 2008 (Unaudited)


Three months ended 31 March 2008 31 March2007

AED’000 AED’000

OPERATING ACTIVITIESProfit for the period 176,347 50,469Adjustments for: Depreciation 811 730 Amoritsation of deferred cost 2,162 - Provision for employees’ benefits 937 158Provision against Islamic financing and investing assets 6,255 -

Changes in fair value of investment properties - (2,239) Depositors’ share of profit 90,145 21,506

276,657 70,624 Working capital changes: Islamic financing and investing assets (1,424,996) (430,581)Financing obligations 84,093 486,475

Properties held for sale 884,419 (149,078) Trading investments 3,633 (1,119)- Advances, prepayments and other receivables 10,262 (134,788)

Accounts payable, accruals and other liabilities (243,671) 125,834

Cash used in operations (409,603) (32,633)

Depositors’ share of profit paid (81,551) (10,332) Zakat paid (2,674) (153) Employees’ benefits paid (194) -

Net cash used in operating activities (494,022) (43,118)

INVESTING ACTIVITY Purchase of property and equipment (7,012) (2,181)

Cash used in investing activity (7,012) (2,181)

FINANCING ACTIVITIES Proceeds from issue of convertible bonds 1,090,314 -Directors’ fee (750) -

Cash from financing activities 1,089,564 -

Increase / (decrease) in cash and cash equivalents 588,530 (45,299)

Cash and cash equivalents at 1 January 189,761 380,181

CASH AND CASH EQUIVALENTS AT 31 MARCH 778,291 334,882

F-5


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F-6


Tamweel PJSC and its subsidiaries NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAt 31 March 2008 (Unaudited)

1 THE COMPANY AND ITS OPERATIONS

Tamweel PJSC (the “Company”) was registered on 3 June 2006 as a Public Joint Stock Company in accordance with UAE Federal Law No (8) of 1984, as amended. The share capital of the Company comprises 1,000,000,000 shares of AED 1 each. Previously, the Company was operating as Tamweel LLC with a paid up share capital of AED 450 million (450,000 shares of AED 1,000 each).

The Company is licensed by the UAE Central Bank as a finance company and is primarily engaged in Islamic Sharia’a compliant financing and investment activities such as Ijara, Murabaha, Istisna’a etc. The activities of the Group are conducted in accordance with Islamic Sharia’a, which prohibits usury, and within the provisions of its Articles and Memorandum of Association. The Group is also engaged in the business of property development and trading.

During the period, the Group has obtained the license from Real Estate Regulatory Authority, Dubai, United Arab Emirates to start the Escrow Management Services operations and consequently, the Group started those operations during the current period.

The head office of the Group is located at Business Avenue Building, Emirate of Dubai, UAE. The Group also has one branch each in the Emirates of Dubai, Abu Dhabi and Sharjah.

The Group consists of Tamweel PJSC (the Parent Company) and its following subsidiaries registered up to 31 March 2008

Subsidiaries Beneficial ownership

Principal activity Country of incorporation

Tamweel Egypt for Real Estate Finance

100% Sharia compliant financing and investing activities

Egypt

Tamleek Egypt Limited 100% Holding Company Jebel Ali Free Zone Dubai, UAE

Tahfeez Egypt Limited 100% Holding Company Jebel Ali Free Zone Dubai, UAE

The above subsidiaries have yet to commence their commercial operations.

2 ACCOUNTING POLICIES

The interim condensed consolidated financial statements of the Group are prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”. The accounting policies used in the preparation of the interim condensed consolidated financial statements are consistent with those used in the preparation of the annual financial statements for the year ended 31 December 2007 except for the following new policies which were adopted by the Group on consolidation of the subsidiaries and issuance of convertible Sukuk bonds during the period:

Consolidation The consolidated financial statements comprise the financial statements of Tamweel PJSC (the Company) and its Subsidiaries (together the “Group”). The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting policies.

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

F-7


Tamweel PJSC and its subsidiaries NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAt 31 March 2008 (Unaudited) 2 ACCOUNTING POLICIES - continued

Convertible Sukuk bonds Convertible Sukuk bonds that can be settled at the option of the issuer are recorded as compound financial instrument. The equity component of the convertible bonds is calculated as the excess of issue proceeds over the present value of the future profit and principal payments, discounted at the market rate of profit applicable to similar liabilities that do not have a conversion option.

The interim condensed consolidated financial statements do not contain all information and disclosures required for full financial statements prepared in accordance with International Financial Reporting Standards, and should be read in conjunction with the Group’s annual financial statements as at 31 December 2007. In addition, results for the 3 months ended 31 March 2008 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2008.

3 EARNINGS PER SHARE – BASIC AND DILUTED

The following table shows the profit and shares data used in the basic and diluted earnings per share calculation:

Three months ended 31 March 2008 31 March 2007

AED’000 AED’000Basic earnings per share Profit for the period net of directors remuneration of AED 750 thousand (2007 AED 375 thousand) 175,597 50,094

Number of shares

Weighted average number of ordinary shares 1,000,000,000 1,000,000,000

Basic earnings per shares (AED) 0.18 0.05

Diluted earnings per share Profit for the period net of directors remuneration of AED 750 thousand (2007 AED 375 thousand) 187,280 50,094

Number of shares

Weighted average number of ordinary shares 1,103,119,000 1,000,000,000

Diluted earnings per shares (AED) 0.17 0.05

There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financials statements for issuance.

4 CONVERTIBLE SUKUK BONDS

In January 2008, the Group issued convertible bonds in the form of Trust Certificates / Sukuk-al-Mudarabah (“the Sukuk”) for a total value of USD 300 million. The Sukuk, which is structured to conform to the principles of Islamic Shariah, was approved by the Group’s shareholders at an Extraordinary General Meeting held in April 2007. The Sukuk matures in year 2013 and has a fixed profit rate of 4.31% to be paid on a quarterly basis in arrear. The reference share price for conversion, to which an exchange premium of 20.5% will apply, was taken as the closing price of the Parent Company’s share as of 13 December 2007. The Sukuk is secured by Parent Company’s Islamic and financing assets in accordance with the principles of Islamic Shariah.

4 CONVERTIBLE SUKUK BONDS - continued

F-8



Each Trust Certificate may be redeemed at the option of the issuer at any time after year 1 to the maturity date, as governed under the Terms of the subscription. On exercise of option, at the option of the Group, either shares will be issued at reference share price or an equivalent sum of cash will be paid based on the arithmetic average of the volume weighted average price of the shares on each trading day during the last 10 consecutive days into number of shares would have been issued under equity settlement. The Group may also voluntarily redeem the Trust Certificates under certain conditions.

Convertible Sukuk has been included under financing obligations in the balance sheet as follows:

31 March 2008 AED’000

Proceeds from issue of convertible bonds 1,101,840Less: Issuance costs 11,526 Net proceeds from issuance of convertible bonds 1,090,314Less: Equity component on initial recognition 69,534 Liability component on initial recognition 1,020,780Add: Profit accrued up to period end 11,683

1,032,463Less: Current portion of profit classified under accounts payable,

accruals and other liabilities 8,970

1,023,493

F-9


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F-10



6 COMMITMENTS AND CONTINGENT LIABILITIES

Commitments 31 March 31 December

2008 2007AED’000 AED’000

Irrevocable commitments to extend credit 6.1 4,341,722 3,423,021 Purchase of properties 6.2 81,888 81,888 Contribution to share capital 6.3 395,372 429,769 Property development 6.4 8,231 10,581

4,753,513 3,945,259

6.1 This represents contractual commitments to provide Islamic financing. Commitments generally have fixed expiry dates, or other termination clauses, and normally require the payment of a fee. Since these may expire without being drawn upon, the total contract amounts do not necessarily represent future cash requirements.

6.2 This represents commitments to property developers in respect of property purchases.

6.3 This represents a commitment to subscribe to the share capital of the Companies.

6.4 This represents contracts for capital expenditure outstanding at the balance sheet date.

Contingencies There have been no significant changes in contingent liabilities since 31 December 2007.

F-11


F-12

Level: 5 – From: 5 – Wednesday, July 16, 2008 – 01:49 – mac8 – 3989 Section 08b : 3989 Section 08b

Tamweel PJSC

FINANCIAL STATEMENTS

31 DECEMBER 2007


INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF TAMWEEL PJSC

Report on the Financial Statements

We have audited the accompanying financial statements of Tamweel PJSC, which comprise the balance sheet as at 31 December 2007, and the income statement, cash flow statement and statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the applicable provisions of the articles of association of Tamweel PJSC and the UAE Commercial Companies Law of 1984 (as amended). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F-13


Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Tamweel PJSC as of 31 December 2007, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Report on Other Legal and Regulatory Requirements

We also confirm that, in our opinion, the financial statements include, in all material respects, the applicable requirements of the UAE Commercial Companies Law of 1984 (as amended) and the articles of association of Tamweel PJSC; proper books of account have been kept by Tamweel PJSC and the contents of the report of the Board of Directors relating to these financial statements are consistent with the books of account. We have obtained all the information and explanations which we required for the purpose of our audit and, to the best of our knowledge and belief, no violations of the UAE Commercial Companies Law of 1984 (as amended) or of the articles of association of Tamweel PJSC have occurred during the year which would have had a material effect on the business of Tamweel PJSC or on its financial position.

Signed by Naushad Anwar Partner Registration No. 489

20 January 2008

Dubai, United Arab Emirates

F-14


ERNST & YOUNG

Tamweel PJSC INCOME STATEMENT Year ended 31 December 2007

The attached notes 1 to 39 form part of these financial statements.

2007 2006 Notes AED’000 AED’000

Income from Islamic financing and investing assets 6 311,463 155,819

Commission and agency fees 7 276,159 16,430

Income from sale of properties held for sale 122,991 21,331

Income from sale of development property 8 8,479 45,616

Other income 9 56,317 29,315 ─────── ───────


General and administrative expenses 10 (131,840) (54,471)─────── ───────

PROFIT BEFORE DEPOSITORS’ SHARE OF PROFIT AND INCOME FROM IPO PROCEEDS 643,569 214,040

Depositors’ share of profit 11 (192,330) (61,269) ─────── ───────

PROFIT BEFORE INCOME FROM IPO PROCEEDS 451,239 152,771

Income from IPO proceeds, net 12 - 699,050 ─────── ───────

PROFIT FOR THE YEAR 451,239 851,821═══════ ═══════

Attributable to: Shareholders of PJSC 451,239 824,399Shareholders of LLC - 27,422

─────── ───────- 851,821

═══════ ═══════

Earnings per share-basic and diluted (AED) 13 0.45 1.11═══════ ═══════

F-15


Tamweel PJSC BALANCE SHEET At 31 December 2007


2007 2006 Notes AED’000 AED’000

ASSETS Bank balances and cash 14 189,761 380,181 Advances, prepayments and other receivables 15 647,055 195,341 Properties held for sale 16 2,308,694 17,706 Investment properties 17 45,301 43,062 Other investments 18 70,338 10,834 Islamic financing and investing assets 19 5,216,539 2,583,745 Property and equipment 21 36,040 31,480

─────── ───────TOTAL ASSETS 8,513,728 3,262,349

═══════ ═══════

LIABILITIES AND EQUITY Liabilities Zakat payable 27,682 4,845 Accounts payable, accruals and other liabilities 22 808,749 207,165 Financing obligations 23 5,631,329 1,230,760

─────── ───────Total liabilities 6,467,760 1,442,770

─────── ───────Equity Share capital 24 1,000,000 1,000,000Employees’ benefit plan 25 (9,577) (11,100) Statutory reserve 26 136,452 91,305 General reserve 27 480,124 435,000 Special reserve 28 52,290 25,837 Cumulative changes in fair value 365 208 Retained earnings 168,314 78,329 Proposed dividend 29 218,000 200,000

─────── ───────Total equity 2,045,968 1,819,579

─────── ───────TOTAL LIABILITIES AND EQUITY 8,513,728 3,262,349

═══════ ═══════

____________________ _____________________ Chief Executive Officer Chairman

F-16


WASIM SAIFI KHALID BIN ZAYED

Tamweel PJSC CASH FLOW STATEMENT Year ended 31 December 2007


2007 2006 Notes AED’000 AED’000

OPERATING ACTIVITIESProfit for the year 451,239 851,821Adjustments for: Depreciation 21 3,118 2,572 Amortisation of deferred cost 10 3,529 - Provision for employees’ benefits 3,625 2,278 Provision against Islamic financing and investing assets 12,500 - Income on deposits and wakala placements 9 (20,574) (10,807) Change in fair value of investment properties 17 (2,239) (9,432) Depositors’ share of profit 11 192,330 61,269

─────── ───────643,528 897,701

Working capital changes: Islamic financing and investing assets (2,645,294) (1,278,106) Financing obligations 4,400,569 132,300 Properties held for sale (2,290,988) (17,706) Trading investments (14,427) (6,472) Advances, prepayments and other receivables (454,388) (83,453) Accounts payable, accruals and other liabilities 523,137 119,689

─────── ───────Cash from (used in) operations 162,137 (236,047)

Depositors’ share of profit paid (128,894) (54,786) Employees’ benefits paid (1,884) - Dividend paid (186,079) - Zakat paid (3,090) (510)Income received on deposits and wakala placements 20,574 10,807

─────── ───────Net cash used in operating activities (137,236) (280,536)

─────── ───────INVESTING ACTIVITIES Additions to property and equipment 21 (7,678) (16,168) Other investments (44,920) - Purchase of available-for-sale-investments - (3,124) Purchase of investment properties - (33,630)

─────── ───────Net cash used in investing activities (52,598) (52,922)

─────── ───────

FINANCING ACTIVITIES Issue of shares - 550,000 Directors’ fees (1,277) (725) Money received under the Employees’ benefit plan 691 2,353

─────── ───────Net cash (used in) from financing activities (586) 551,628

─────── ───────

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (190,420) 218,170

Cash and cash equivalents at 1 January 380,181 162,011 ─────── ───────

CASH AND CASH EQUIVALENTS AT 31 DECEMBER 14 189,761 380,181 ═══════ ═══════

F-17


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F-18


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F-19


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F-20


Tamweel PJSC NOTES TO THE FINANCIAL STATEMENTS At 31 December 2007



The Company is licensed by the UAE Central Bank as a finance company and is primarily engaged in Islamic Sharia’a compliant financing and investment activities such as Ijara, Forward Ijara, Murabaha, Istisna’a etc. The activities of the Company are conducted in accordance with Islamic Sharia’a, which prohibits usury, and within the provisions of its Articles and Memorandum of Association. The Company is also engaged in the business of property development and trading.

The head office of the Company is located at Business Avenue Building, P.O. Box 111555, Emirate of Dubai, UAE. The Company has one branch each in the Emirates of Dubai, Abu Dhabi and Sharjah.

2 STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), the Sharia’a rules and principles as determined by the Sharia’a Supervisory Board (the Board) of the Company and applicable requirements of United Arab Emirates laws.

Changes in accounting policies

Adoption of IFRS in current year As of 1 January 2007, the Company adopted and applied the following new IASB standards and interpretations. Adoption of these standards and interpretations did not have any effect on the financial position of the Company. They did, however, give rise to the additional disclosures being included for the years ended 31 December 2007 and 31 December 2006. The principal effects of these changes are as follows:

Amendments to IAS 1 – Presentation of Financial Statements These amendments require the Company to make new disclosures enabling the users of financial statements to understand the Company’s objectives, policies and processes for managing capital. The new disclosures as shown in Note 33.

IFRS 7 Financial Instruments: Disclosures This standard requires disclosures that enable users of the financial statements to evaluate the significance of Company’s financial instruments and the nature and extent of risks arising from those financial instruments. The new disclosures are primarily shown in Note 32. While there has been no effect to the financial position or results, comparative information has been revised where needed.

IASB Standards and Interpretations issued but not adopted The Company has not adopted the new accounting standards or interpretations that have been issued but are not yet effective. These standards and interpretations except for revised IAS 1, are not likely to have any significant impact on the financial statements of the Company in the period of their initial application.

The Company has not adopted the revised IAS 1 “Presentation of Financial Statements” which will be effective for the year ending 31 December 2009. The application of this standard will result in amendments to the presentation of the financial statements.

The Company has not adopted the revised IAS 23 “Borrowing costs” which will be effective for the year ending 31 December 2009. The standard has been revised to require capitalisation of borrowing costs when such costs relate to a qualifying asset. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. In accordance with the transitional requirements in the standard, the Company will adopt this as a prospective change. Accordingly, borrowing costs will be capitalised on qualifying assets with a commencement date after 1 January 2009. No changes will be made for borrowing costs incurred to this date that have been expensed.

F-21



2 STATEMENT OF COMPLIANCE (continued)

IFRS 8 Operating Segments The application of IFRS 8 which will be effective for the year ending 31 December 2009 will result in amended and additional disclosures relating to operating segments.

3 BASIS OF MEASUREMENT

The accompanying financial statements have been prepared under the ‘historical cost convention’ as modified by the measurement at fair value of investment properties, trading and available for sale investments.

The functional currency of the Company is UAE Dirhams (AED) and these financial statements have been presented in thousands of Dirhams.

4 DEFINITIONS OF SIGNIFICANT TERMS

The following terms are used in these financial statements with the meaning specified hereunder:

Sharia’a Sharia’a is the body of Islamic law and is essentially derived from The Quran and The Sunna’h. The Company, being an Islamic Financial Institution, incorporates the essence of Sharia’a in its activities.

Ijara Ijara is an agreement whereby the Company as a lessor buys an asset according to the customer’s request and then leases it to the customer as lessee for a specified rental over a specific period. The duration of the lease, as well as the basis for rental, are set and agreed in advance. The Company retains legal ownership of the asset throughout the arrangement. The arrangement could end by transferring the ownership of the asset to the lessee.

Istisna’a Istisna’a is an agreement whereby the Company undertakes to construct a specific asset or property according to certain agreed upon specifications at a pre-determined price and for a fixed date of delivery. The work undertaken is not restricted to be accomplished by the Company alone and the whole or part of the construction can be undertaken by third parties under the Company’s control and responsibility.

Murabaha Murabaha is an agreement whereby the Company makes a sale to a customer of a commodity that is acquired principally based on a promise received from the customer to buy the item purchased according to the specific terms and conditions. While making the sale, the Company expressly mentions the costs incurred on the commodities that are sold and the profit thereon to the customer.

Forward Ijara Forward Ijara is an arrangement whereby the Company agrees to provide, on a specified future date, certain described property on lease to the customer upon its completion and delivery by the developer, from whom the Company has purchased the property. The lease rent under Forward Ijara commences only upon the customer having received possession of the property from the Company. The arrangement could end by transferring the ownership of the asset to the lessee.

Mudaraba Mudaraba is an agreement in which the customer contributes capital and the Company applies its effort. The proportionate share of profit is determined by mutual agreement. The loss, if any, unless caused by negligence or violation of the terms of the agreement, is borne only by the owner of the capital in which case the Company gets nothing for its efforts. The financier is known as ‘rab-al-mal’ and the Company as ‘mudareb’.

Wakala An agreement whereby the Company provides a certain sum of money to an agent, who invests it according to specific conditions in return for a certain fee (a lump sum of money or percentage of the amount invested). The agent is obliged to return the invested amount in case of default, negligence or violation of the terms and conditions of the Wakala.

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5 SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in preparing the financial statements are as follows:

Revenue recognition Provided it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, revenue is recognised in the income statement as follows:

Ijara income Ijara income is recognised on a time-apportioned basis over the lease term based on the principal amount outstanding.

Murabaha income Murabaha income is recognised on a time-apportioned basis over the period of the contract based on the principal amount outstanding.

Istisna’a income Istisna’a associated profit margin (difference between the cash price of al-masnoo to the customer and the Company’s total Istisna’a cost) is accounted for on a time- apportioned basis.

Sale of properties held for sale Sale of properties held for sale is recognised on full accrual method as and when all of the following conditions are met:

• A sale is consummated and contracts are signed; • The buyer’s investment, to the date of the financial statements is adequate to demonstrate a commitment to

pay for the property; • The Company’s receivable is not subject to future subordination; • The Company has transferred to the buyer the usual risks and rewards of ownership in a transaction that is

in substance a sale and does not have a substantial continuing involvement with the property; and • Work to be completed, if any, is both easily measurable and accrued or is not significant in relation to the

overall value of the contract.

Sale of development property Revenue on sale of development property is recognised on the basis of percentage of completion method as and when all of the following conditions are met:

• A sale is consummated and contracts are signed; • The buyer’s investment, to the date of the financial statements, is adequate to demonstrate a commitment to

pay for the property; • Construction work has commenced, with engineering, design work and site clearance being completed; • The buyer is committed. The buyer is not eligible for a refund except for non-delivery of the unit.

Management believes that the likelihood of the Company being unable to fulfil its contractual obligations for these reasons is remote; and

• The aggregate sales proceeds and costs can be reasonably estimated.

Processing fees Processing fees are recognised when applications for facilities are processed.

Other income Income earned on deposits and wakala placements is recognised on a time proportion basis. All other income is recognised when the right to receive the income is established.

Cost of sale of development property Cost of sale of development property includes the cost of land and development costs. Development costs include the cost of infrastructure and construction. The cost of sale in respect of individual properties is based on the estimated proportion of the development cost incurred to date to the estimated total development cost for the project.

Cash and cash equivalents For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash in hand, bank balances, and short-term deposits with an original maturity of three months or less, net of outstanding bank overdrafts.

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5 SIGNIFICANT ACCOUNTING POLICIES (continued)

Islamic financing and investing assets Islamic financing and investing assets include outstanding ijara principal rentals, murabaha sales receivables net of deferred profits, istisna’a costs incurred to date measured at cash equivalent value and forward Ijara at costs incurred to date. These assets are stated at cost net of provisions for impairment, if any.

Investment properties Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the balance sheet date. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the year in which they arise.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the income statement in the year of retirement or disposal.

Properties held for sale Properties held for sale are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. Cost comprises all costs of purchase and other directly attributable costs incurred in bringing each property to its location and condition. Net realisable value signifies the estimated selling price in the ordinary course of the business less estimated costs necessary to be incurred on disposal.

Investments Trading investments These are initially recognised at cost and subsequently measured at fair value. All related realised and unrealised gains or losses are taken to income statement. Profit earned or dividends received are included in other income.

Held to maturity Securities which have fixed or determinable payments and are intended to be held to maturity, are carried at amortised cost using the effective interest method, less provision for impairment in value, if any.

Available -for-sale Available-for-sale investments are recognised and derecognised, on a trade date basis, when the Company becomes, or ceases to be, a party to the contractual provisions of the instrument.

Investments designated as available-for-sale investments are initially recorded at cost and subsequently measured at fair value, unless this cannot be reliably measured. Changes in fair value are reported as a separate component of equity. Upon impairment any loss, or upon derecognition any gain or loss, previously reported as “cumulative changes in fair value” within equity is included in the income statement for the period.

Property and equipment Property and equipment is stated at cost less accumulated depreciation and impairment in value, if any. Capital work-in progress is stated at cost and is not depreciated.

Depreciation is calculated on a straight line basis over the estimated useful lives of such assets as follows:

Leasehold improvements 5 to 10 years Office equipment 5 years Furniture and fixtures 4 to 5 years Software licenses and computer equipment 3 to 8 years Networks and servers 3 to 4 years

The carrying values of property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount, being the higher of their fair value less costs to sell and their value in use.

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Property and equipment (continued) Expenditure incurred to replace a component of an item of property and equipment that is accounted for separately is capitalised and the carrying amount of the component that is replaced is written off. Other subsequent expenditure is capitalised only when it increases future economic benefits of the related item of property and equipment. All other expenditure is recognised in the income statement as the expense is incurred. Financial instruments The Company recognises financial assets or financial liabilities only when the Company becomes a party to the contractual provisions of a financial instrument. On initial recognition, the financial assets and financial liabilities are measured at fair value plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

Subsequent to initial measurement, the financial assets are measured at fair value except for loans and receivables which are measured at amortised cost. Financial liabilities, after initial recognition, are measured at amortised cost.

Derecognition of financial assets and financial liabilities Financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised where:

(a) the right to receive cash flows from the asset have expired; or

(b) the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and

(c) either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Company’s continuing involvement in the asset. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Securitisation The Company enters into securitisation transactions to finance specific loans and advances to customers. Both the debt securities in issue and the loans and advances to customers remain on the Company’s balance sheet within the appropriate balance sheet headings unless:

i) a fully proportional share of all or of specifically identified cash flows have been transferred to the holders of the debt securities, in which case that proportion of the assets are derecognised;

ii) substantially all the risks and rewards associated with the assets have been transferred, in which case the assets are fully derecognised; or

iii) if a significant proportion of the risks and rewards have been transferred, the assets are recognised only to the extent of the Company’s continuing involvement.

Zakat Zakat is computed as per the Company’s Articles and Memorandum of Association and is approved by the Company’s Sharia’a Supervisory Board on the following basis:

• Zakat on shareholders’ equity is computed as the aggregate of general and legal reserves, provision for doubtful debt, retained earnings and provision for staff gratuity as multiplied by 2.577%.

• Zakat is disbursed by a committee appointed by the Board of Directors and operating as per the by-law set by the Board.

• Zakat on the paid up capital is not included in the zakat computations and is payable by the shareholders personally.

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Accounts payable and accruals Liabilities are recognised for amounts to be paid in the future for goods or services received, whether billed by the supplier or not.

Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) arising from a past event and the costs to settle the obligation are both probable and able to be reliably measured.

Employees’ end-of-service benefits For its national employees, the Company makes contributions to the pension fund established by the General Pension and Social Security Authority calculated as a percentage of the employees’ salaries. The Company’s obligations are limited to these contributions, which are recognised in the income statement when due.

The Company provides end-of-service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the term of employment.

Employees’ benefit plan shares Employees’ benefit plan shares consist of the Company’s own shares that have been designated under Employee Stock Ownership Plan and not yet reissued or cancelled. These shares are accounted for using the cost method. Under the cost method, the average cost of the shares is shown as a deduction from total shareholders’ equity.

Share-based payments The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which the awards are granted. The cost of equity-settled transactions with employees is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled ending on the date on which the employees become fully entitled to the award (“vesting date”). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

Foreign currenciesTransactions in foreign currencies are recorded at rates of exchange prevailing at the dates of the transactions.

Trade and settlement date accounting All “regular way” purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Company commits to purchase or sell the asset. Fair values For investments actively traded in organised financial markets, fair value is determined by reference to quoted market prices at the close of business on the balance sheet date. Bid prices are used for assets and offer prices are used for liabilities.

For unquoted securities fair value is determined by reference to brokers' quotes, recent transaction(s), the market value of similar securities, or based on the expected cash flows discounted at current rates applicable for items with similar terms and risk characteristics.

For investments in properties, fair value is determined periodically on the basis of independent professional valuations.

Offsetting Financial assets and financial liabilities are only offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and the Company intends to settle on a net basis.

Significant management judgements and estimates

Judgements In the process of applying the Company’s accounting policies, management has made the following judgements, apart from those involving estimations, which may have an effect on amounts recognised in the financial statements.

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Transfer of equitable interest in properties The Company has entered into a number of contracts with buyers for the sale of property units. Management has determined that equitable interest in such assets, and therefore risks and rewards of ownership, are transferred to the buyer once he is committed to complete the payment for the purchase. The commitment is evidenced by a signed contract for the purchase of the property and payments of sufficient progressive payments. The risk of the buyer being able to rescind the contract for the reasons stated in the contract which are dependent on the enactment of pending legislation is considered by management to be remote.

Classification of investments Management decides on acquisition of an investment whether it should be classified as held to maturity, carried at fair value through profit or loss, loans and receivables or available-for-sale.

For those investments deemed held to maturity, management ensures that the requirements of IAS 39 are met and, in particular that the Company has the intention and ability to hold these to maturity.

The Company classifies investments as trading if they are acquired primarily for the purpose of making a short term profit by the dealers.

All other investments are classified as a available-for-sale.

Use of estimates The preparation of the financial statements requires management to make estimates and assumptions that may affect the reported amount of financial assets and liabilities, revenues, expenses, disclosure of contingent liabilities and the resultant provisions. Such estimates are necessarily based on assumptions about several factors and actual results may differ from reported amounts as described below:

Impairment losses on Islamic financing and investing assets The Company reviews its Islamic financing and investing assets on a regular basis to assess whether a provision for impairment should be recorded in the income statement in relation to any non-performing assets. In particular, judgement by management is required in the estimation of the amount and timing of future cash flows when determining the level of provisions required. Such estimates are necessarily based on assumptions about the probability of default and probable losses in the event of default, the value of the underlying security, and realization costs.

Collective impairment provisions on Islamic financing and investing assets In addition to specific provisions against individually significant Islamic financing and investing assets, the Company also makes collective impairment provisions against facilities which, although not specifically identified as requiring a specific provision, have a greater risk of default than when originally granted. The amount of the provision is based on the historical loss pattern for facilities within each grade and is adjusted to reflect current economic changes.

Cost to complete properties under development The Company estimates the cost to complete properties under development in order to determine the cost attributable to revenue being recognised. These estimates include the cost of providing infrastructure activities, potential claims by sub contractors and all cost of meeting other contractual obligations to the customers.

Valuation of investment properties The Company hires the service of third party values for obtaining estimates of the valuation of investment properties.

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6 INCOME FROM ISLAMIC FINANCING AND INVESTING ASSETS

2007 2006 AED’000 AED’000

Ijara 143,053 89,900 Murabaha 1,116 5,528 Istisna’a 37,118 32,627 Forward Ijara 66,822 416 Processing and other fees 63,354 27,348

─────── ───────311,463 155,819

═══════ ═══════

7 COMMISSION AND AGENCY FEES 2007 2006

AED’000 AED’000

Commission income on sale of properties 83,143 16,430 Agency fee (7.1) 193,016 -

─────── ─────── 276,159 16,430

═══════ ═══════

7.1 Agency fee represents a non-refundable fee received from a third party in respect of grant of exclusive rights to sell certain properties.

8 INCOME FROM SALE OF DEVELOPMENT PROPERTY 2007 2006

AED’000 AED’000

Revenue from sale of development property 23,665 97,038 Cost of sale of development property (15,186) (51,422)

─────── ─────── 8,479 45,616

═══════ ═══════

9 OTHER INCOME 2007 2006

AED’000 AED’000

Income arising on changes in fair value of investment properties (note 17) 2,239 9,432 Income on investments held for trading 18,339 1,312 Income on deposits and wakala placements 20,574 10,807 Others 15,165 7,764

─────── ─────── 56,317 29,315

═══════ ═══════

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10 GENERAL AND ADMINISTRATIVE EXPENSES 2007 2006

AED’000 AED’000

Staff costs 68,711 30,925Advertisement and sales promotion 14,304 10,757 Provision against Islamic financing and investing assets 12,500 - Takaful premium on under construction properties 6,640 - Rent 5,585 3,445 Legal and professional charges 4,010 1,607 Amortization of deferred cost on securitisation (note 15) 3,529 - Depreciation (note 21) 3,118 2,572 Cost for vested shares under Employees’ benefit plan (note 25) 1,426 - Other expenses 12,017 5,165

─────── ───────131,840 54,471

═══════ ═══════

11 DEPOSITORS’ SHARE OF PROFIT 2007 2006

AED’000 AED’000

Financing obligations 189,705 61,166 Others 2,625 103

─────── ───────192,330 61,269

═══════ ═══════

12 INCOME FROM IPO PROCEEDS, NET

This represents the income earned (net of related expenses) on investing the IPO subscriptions proceeds between the first day of public subscription (27 February 2006) and the date of incorporation of the Public Joint Stock Company (3 June 2006). This income is wholly attributable to the shareholders of Tamweel PJSC.

13 EARNINGS PER SHARE – BASIC AND DILUTED 2007 2006

AED’000 AED’000

Profit for the year net of directors’ remuneration of AED 2,052 thousand (2006: AED 825 thousand) 449,187 850,996

═════════ ═════════

Number of shares

Weighted average number of ordinary shares in issue during the year 1,000,000,000 769,452,055 ═════════ ═════════

Basic and diluted earnings per share (AED) 0.45 1.11 ═════════ ═════════

Basic earnings per share is calculated by dividing the profit attributable to equity holders, net of directors’ remuneration, of the Company by the weighted average number of shares in issue during the year. Diluted earnings per share is the same as basic earnings per share as there are no potential ordinary shares outstanding which may have any dilutive effect.

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14 BANK BALANCES AND CASH

2007 2006AED’000 AED’000

Bank balances 189,718 380,156 Cash in hand 43 25

─────── ───────189,761 380,181

═══════ ═══════

All the bank balances are profit bearing and carry an average profit rate of 5%.

15 ADVANCES, PREPAYMENTS AND OTHER RECEIVABLES

2007 2006AED’000 AED’000

Receivable against securitised assets 171,294 - Receivable on sale of properties 132,346 - Accrued profit on Islamic financing and investing assets 107,008 47,163 Receivables on sale of development property 77,409 85,065 Advance paid against properties financed 38,312 - Advance commission paid 27,352 - Securitization cost deferred (15.1) 22,099 - Commission receivable 17,606 5,538 Prepaid expenses 9,635 8,260 Advance for purchase of properties 9,099 30,217 Receivable under employees’ benefit plan 5,505 4,650 Others 29,390 14,448

─────── ───────647,055 195,341

═══════ ═══════15.1 Total cost incurred on securitisation in respect of certain financial assets (note 20) was AED 25,628 thousand out of which AED 3,529 thousand has been amortised during the year (note 10). The total cost is to be amortised over 36 months commencing July 2007.

16 PROPERTIES HELD FOR SALE

2007 2006AED’000 AED’000

Balance as at 1 January 17,706 - Properties acquired 2,813,729 102,210Cost of properties sold (522,741) (84,504)

─────── ───────Balance as at 31 December 2,308,694 17,706

═══════ ═══════

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17 INVESTMENT PROPERTIES

2007 2006AED’000 AED’000

Balance as at 1 January 43,062 - Properties acquired - 33,630Changes in fair value 2,239 9,432

─────── ───────Balance as at 31 December 45,301 43,062

═══════ ═══════

Investment properties are stated at fair value, which has been determined based on valuations performed by accredited independent valuers. The fair value represents the amount at which the assets could be exchanged between a knowledgeable, willing buyer and a knowledgeable, willing seller in an arm’s length transaction at the date of valuation, in accordance with International Valuation Standards.

18 OTHER INVESTMENTS 2007 2006

AED’000 AED’000Trading: Quoted - equity 23,103 8,676

─────── ───────Available-for-sale: Quoted - mutual fund units (18.1) 1,395 1,238 Others (18.2) 920 920 ─────── ───────

2,315 2,158 ─────── ──────Held to maturity: Investments in Notes (18.3) 38,846 - Profit accrued on Notes 6,074 - ─────── ───────

44,920 - ─────── ───────

70,338 10,834 ═══════ ═══════

(18.1) The fair value of investments in mutual fund units is based on the last bid price as published by the fund manager.

(18.2) Others represents advance against equity shares to be allotted.

(18.3) This represents the investment made in the notes issued by Tamweel Residential ABS CI (1) Ltd in Cayman Islands. The applicable profit rate ranges from 3.95% to 10% above LIBOR. The maturity of these Notes is the earlier of the year 2037 or the expiry of the securitised receivables.

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19 ISLAMIC FINANCING AND INVESTING ASSETS

2007 2006AED’000 AED’000

Ijara 2,393,202 1,596,898

Gross Murabaha receivable 228,046 30,396 Less: Deferred profit (15,378) (7,030)

─────── ───────Net Murabaha receivable 212,668 23,366

Istisna'a 802,418 893,975

Forward Ijara 1,820,751 69,506 ─────── ───────5,229,039 2,583,745

Less: Allowance for impairment (12,500) - ─────── ───────5,216,539 2,583,745 ═══════ ═══════

Allowance for impairment represents provision made during the year at 31 December 2007.

All the assets financed by the Company are only to individuals and are within the UAE.

20 SECURITISATION

In July 2007, the Company entered into a securitisation transaction in respect of certain of its financial assets. In this transaction, the assets, or interests in the assets, were transferred to a special purpose entity (“SPE”) which then issued notes to third party investors.

The Company’s financial assets qualify for derecognition as substantially all the risks and rewards of the assets have been transferred. The Company continues to recognise any retained interests in the securitisation vehicles. The details of the above securitisation are given below:

Securitisation Company Date of securitisation Gross assets securitized

Tamweel Residential ABS CI (1) Ltd. July 25, 2007 AED 773,241 thousand

Identified assets amounting to AED 106,700 thousand have not been transferred either due to early settlement of assets or non-registration of related properties with Lands Department.

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21 PROPERTY AND EQUIPMENT Software Furniture licenses and Network Capital

Leasehold Office and computer and work in improvements equipment fixtures equipment server progress Total

AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2007 1,994 891 2,288 5,791 1,262 24,088 36,314

Additions 641 186 802 1,618 289 4,142 7,678 ────── ────── ────── ────── ────── ────── ──────

At 31 December 2007 2,635 1,077 3,090 7,409 1,551 28,230 43,992 ────── ────── ────── ────── ────── ────── ──────

Depreciation: At 1 January 2007 364 329 1,192 2,541 408 - 4,834 Charge for the year 444 193 522 1,597 362 - 3,118

────── ────── ────── ────── ────── ────── ────── At 31 December 2007 808 522 1,714 4,138 770 - 7,952

────── ────── ────── ────── ────── ────── ──────Net book value: At 31 December 2007 1,827 555 1,376 3,271 781 28,230 36,040

══════ ══════ ══════ ══════ ══════ ══════ ══════

Software Furniture licenses and Network Capital

Leasehold Office and computer and work in Improvements equipment fixtures equipment servers progress Total

AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2006 778 636 2,092 5,178 858 10,604 20,146 Additions 1,091 255 110 593 404 13,715 16,168 Transfer 125 - 86 20 - (231) -

───── ───── ───── ───── ───── ───── ───── At 31 December 2006 1,994 891 2,288 5,791 1,262 24,088 36,314

───── ───── ───── ───── ───── ───── ─────Depreciation: At 1 January 2006 102 177 761 1,099 123 - 2,262 Charge for the year 262 152 431 1,442 285 - 2,572

───── ───── ───── ───── ───── ───── ───── At 31 December 2006 364 329 1,192 2,541 408 - 4,834

───── ───── ───── ───── ───── ───── ─────Net book value: At 31 December 2006 1,630 562 1,096 3,250 854 24,088 31,480

═════ ═════ ═════ ═════ ═════ ═════ ═════

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22 ACCOUNTS PAYABLE, ACCRUALS AND OTHER LIABILITIES2007 2006

AED’000 AED’000

Property purchase payables 340,871 - Developers' payables 141,515 66,721 Advance receipts against sale of properties 126,094 - Accrued depositors' share of profit 90,672 27,236 Payable against property development 23,969 - Other liabilities 22,337 20,998 Accrued expenditure 22,050 50,784 Dividend payable 13,921 - Accounts payable 13,253 27,674 Advisory and management fee 11,000 11,000 Employees' end of service benefits 3,067 2,752

─────── ───────808,749 207,165

═══════ ═══════

23 FINANCING OBLIGATIONS2007 2006

AED’000 AED’000

Mudaraba 1,856,680 1,037,300 Wakala 3,765,649 100,000 Others (Note 35) 9,000 93,460

─────── ───────5,631,329 1,230,760 ═══════ ═══════

Mudarabas represent funds for investment in the Company's (Mudareb's) on-going real estate investment activities (the Project) on a mudaraba basis. Rab Al Mals agree to reward the Mudareb for profits earned by it in excess of a minimum return based on EIBOR determined at inception as an incentive/bonus for profitable, efficient and safe deployment of the Rab Al Mal's capital. All these obligations are short term to medium term.

Wakalas represent investment amounts received by the Company (Wakeel) from a customer (Muwakkil) for investment purposes to generate profits for the Muwakkil based on EIBOR. Any profit exceeding the expected profit after deduction of wakala fee is allowed to be kept by the Company as an incentive.

24 SHARE CAPITAL

2007 2006AED’000 AED’000

Authorised, issued and paid up 1,000,000,000 ordinary shares of AED 1 each (2006: 1,000,000,000 shares of AED 1 each) 1,000,000 1,000,000

═══════ ═══════

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25 EMPLOYEES' BENEFIT PLAN

On 26 February 2006, the Company established an Employee benefit plan to recognise and retain good performing key employees. The Plan gives the employee the right to purchase the Company’s shares at an exercise price.

In accordance with an agreement between the shareholders of Tamweel LLC and the Company, the shareholders of Tamweel LLC agreed to transfer 18,000 shares of AED 1,000 each (equivalent to 18,000,000 shares of AED 1 each after the share split on conversion of the LLC into a PJSC) of the Company owned by them for the benefit of the Company’s employees under this plan. These shares are held by two trustee companies. The cost of acquisition of these shares was AED 18 million at the rate of AED 1,000 per share of a nominal value of AED 1,000 each.

Out of the above shares, the Company granted 6,900 shares of AED 1,000 each (equivalent to 6,900,000 shares of AED 1 each after the share split on conversion of the LLC into a PJSC) during 2006 at AED 1,015 per share (AED 1.015 per share on split). These shares carry full dividend and voting rights. The fair value of these shares at the grant date was estimated at AED 7,003,500 at AED 1,015 per share (AED 1.015 per share on split).

During the year, the Company granted 1,934,000 shares at AED 1.015 per share which vest over a period of 36 months. The fair value of these shares at the grant date was estimated at AED 6,285,500 at AED 3.25 per share. Further, the Company forfeited 411,077 shares out of the shares granted in 2006. The remaining 9,577,077 shares of AED 1 each held under this scheme are held as plan shares by the trustees and will be granted in the future as and when the employees meet the pre-determined criteria. When granted to employees, the difference between the fair value of these shares on the grant date and amounts recovered from employees, if any, will be charged to the income statement. The fair value of these shares at 31 December 2007 is estimated at AED 64.74 million at the rate of AED 6.76 per share.

26 STATUTORY RESERVE

As required by the Commercial Companies Law and the Company's Articles of Association, 10% of the profit for the year has been transferred to statutory reserve. The Company may resolve to discontinue such annual transfers when the reserve totals 50% of paid up share capital. As per the Articles of Association, any amount in statutory reserve in excess of 50% of paid up capital can be distributed as dividends to the shareholders of the Company.

27 GENERAL RESERVE

As required by the Company's Articles of Association, 10% of the profit for the year is transferred to general reserve. As per the Articles of Association, deductions for the general reserve shall stop by resolution of an Ordinary General Assembly upon the recommendation of the Board of Directors or when this reserve reaches 50% of the paid up capital of the Company. This reserve shall be utilised for the purpose determined by the General Assembly at an ordinary meeting upon the recommendation of the Board of Directors.

28 SPECIAL RESERVE

The special reserve, which has been created in accordance with the recommendations of the UAE Central Bank, is not available for distribution.

29 PROPOSED DIVIDENDS

The Board of Directors has proposed a cash dividend of AED 0.218 per share totalling AED 218 million (2006: AED 200 million), which is subject to the approval of the shareholders at the Annual General Meeting.

F-35



30 COMMITMENTS 2007 2006

AED’000 AED’000

Irrevocable commitments to extend credit 30.1 3,423,021 1,415,780 Purchase of properties 30.2 81,888 671,083 Contribution to share capital 30.3 429,769 920 Property development 30.4 10,581 29,543

─────── ───────3,945,259 2,117,326 ═══════ ═══════

30.1 This represents contractual commitments to provide Islamic financing. Commitments generally have fixed expiration dates, or other termination clauses. Since these may expire without being drawn upon, the total contract amounts do not necessarily represent future cash requirements.

30.2 This represents the commitment to purchase a property under the provisions of a Memorandum of Understanding.

30.3 This mainly represents commitment to subscribe to the share capital of companies under formation outside the UAE.


31 CONTINGENCIES

a) The Company’s bankers have provided a guarantee of AED 50 million (2006: AED 50 million) favouring the UAE Central Bank against the share capital.

b) The Company bankers have provided a guarantee of AED 5 million (2006: AED Nil) to Economic Affairs Division for establishing a subsidiary company.

32 RISK MANAGEMENT

Risk is inherent in the Company’s activities but it is managed through a process of ongoing identification, measurement, mitigation and monitoring subject to risk limits and other controls. This process of risk management is critical to the Company’s continuing profitability and sustainability. The Company is exposed to credit risk, liquidity risk and market risk, the latter being subdivided into trading and non-trading risks. It is also subject to operational risks.

The independent risk control process does not include business risks such as changes in the environment, technology and industry. They are monitored through the Company’s strategic planning process.

The major risks to which the Company is exposed in conducting its business and operations, and the means and organisational structure it employs in seeking to manage them strategically in its attempt to build stakeholder’s value are outlined below.

Risk Management Structure Ultimate responsibility and accountability for the Company’s risk management rests with the Board of Directors. The level of risk that the Company accepts, together with the basis for managing those risks, is driven from the top down by those charged with overall responsibility for running the business. However, separate independent bodies are entrusted with delegated risk management responsibilities.

The Board of Directors is responsible for the overall risk management approach and for designing and deciding the risk strategies, policies, appetite parameters, and principles.

F-36



32 RISK MANAGEMENT (continued)

Risk Management Structure (continued) The Audit and Risk Management (ARM) Committee is responsible to the full Board for ensuring that the Company establishes and maintains an effective internal control system, reviewing the effectiveness of the internal audit function, and ensuring that appropriate controls are in place for monitoring compliance with laws, regulations, and supervisory requirements. ARM Committee supports the monitoring of the overall risk situation and the management’s approaches to comprehensive risk identification and control. The Committee reviews the Company’s risk profile to ensure that it is within the Board established risk policies and appetite parameters.

The Audit and Risk Management function, reporting to the Board, independently ensures that appropriate processes are in place for the identification, assessment, monitoring and mitigation of risks. Within the guidelines of the Board of Directors, it coordinates the development and implementation of the risk management framework and the execution of risk policies.

Management is responsible for executing the risk management strategy including the identification and evaluation on a continuous basis of all risks to the business and the implementation of appropriate mitigation strategies to contain them.

The Sharia Board is responsible to review the operational, financing and investing activities of the Company ensuring their alignment and compliance with The Quran and The Sunna’h. Being a supervisory board they are also required to audit the business activities undertaken and present an independent report to the shareholders.

The Credit Committee is entrusted with evaluating the Company’s credit portfolio, approving financial commitments exceeding a defined limit on behalf of the Company, reviewing the delinquency provision policy in light of the credit risk embedded in the overall portfolio, assessing the Company’s significant credit-based exposures and the steps management has taken to mitigate them, handling impaired assets, formulating credit policies and procedures, reporting exposures, and analyzing country and counterparty risks.

The Company has introduced a Risk Adjusted Pricing Model for lending following accredited Credit and Risk evaluation standards. The Credit Committee actively pursues the quality of the portfolio on a monthly basis using internationally acknowledged credit scoring system.

The Asset and Liability Committee (ALCO) is chiefly responsible for defining long-term strategic plans and short-term tactical initiatives for directing asset and liability allocations prudently for the achievement of the Company’s strategic goals. ALCO monitors the Company’s liquidity and market risks and the Company’s risk profile in the context of economic developments and market fluctuations.

The Investment Committee oversees market risk embedded in all investment-related deals through its responsibility in setting an overall investment strategy and policy, reviewing and approving the investment proposals raised by the Investment Department, monitoring defined limits, and reviewing the performance of the company’s investments within the risk-return guidelines set by the Board.

The Product Committee is responsible to ensure compliance with directives issued by the Sharia Board including changes in lending contracts, product parameters, etc.

For all levels throughout the Company, specifically tailored risk reports are prepared and distributed in order to ensure that all business divisions have access to extensive and up-to-date information necessary for their proper management and monitoring of risks inherent in the activities.

Types of Risk the Company is Subject to:

Concentration Risk Concentration arises when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentration indicates the relative sensitivity of the Company’s performance to developments affecting a particular nationality, industry or geographical location.

In order to avoid excessive concentration of risk, the Company’s policies and procedures include specific guidelines to maintain a diversified portfolio. This is further enforced by the Credit Committee’s oversight. Identified concentration of credit risks are controlled and managed accordingly.

F-37




Credit Risk Credit risk is the risk that a customer or counterparty will fail to meet a commitment, resulting in financial loss to the Company. Such risk stems mainly from day to day Islamic financing activities undertaken by the Company. Credit risk is actively monitored in accordance with the credit policies which clearly define delegated lending authorities, credit standards and procedures.

The Company attempts to control credit risk by monitoring credit exposures, maintaining credit limits, limiting transactions with specific counterparties and continually assessing the creditworthiness of counterparties. The Company has built and maintains a sound credit portfolio within the guidelines of the Board approved Credit Policy. The Company has an established risk management process encompassing of credit approvals, control of exposures, credit policy direction to business units, well-designed credit appraisals, review of exposures both on an individual and a portfolio basis, and incorporation of robust problem credit management procedures. Special attention is directed towards the management of past-due financing assets through a dedicated Collection Team.

The Company enters in collateral arrangements with counterparties in appropriate circumstances to limit credit exposure. With a relatively dominant Ijara financing structure, the ownership of the financed property is maintained with the Company until the full-settlement of the monies due; thus, resulting in collateralization of amounts financed.

QUANTITATIVE INFORMATION

Maximum exposure to credit risk without taking account of any collateral and other credit enhancements

The table below shows the maximum exposure to credit risk for the components of the balance sheet. The maximum exposure is shown gross.

Gross Gross maximum maximum exposure exposure

2007 2006 AED’000 AED’000

Bank balances 189,718 380,156 Other investments 70,338 10,834 Advances, deposit and other receivables 615,321 187,081 Islamic financing and investing assets 5,229,039 2,583,745

─────── ───────Total 6,104,416 3,161,816

══════ ══════Irrevocable commitments to extend credit 3,423,021 1,415,780

══════ ══════

For more details on the maximum exposure to credit risk for each class of financial instrument, references should be made to the specific notes. The effect of collateral and other risk mitigation techniques is shown below.

The Company's financial assets, before taking into account any collateral held or other credit enhancements are analysed by business segment in note 34.

F-38




QUANTITATIVE INFORMATION (continued)

The credit quality of financial assets is managed by the Company using internal credit ratings. The table below shows the credit quality by class of financial asset, based on the Company's credit rating system.

2007 Neither past due nor impaired

────────────────────── Past due Sub- or

High Standard standard individually grade grade grade impaired Total

AED ‘000 AED ‘000 AED ‘000 AED ‘000 AED ‘000

Bank balances 189,718 - - - 189,718 Advances, deposits and other receivables 308,862 306,459 - - 615,321 Other investments 70,338 - - - 70,338 Islamic financing and investing assets 1,688,411 3,495,595 - 45,033 5,229,039

────── ────── ────── ────── ──────Total 2,257,329 3,802,054 - 45,033 6,104,416

══════ ══════ ══════ ══════ ══════

2006 Neither past due nor impaired

────────────────────── Past due Sub- or

High Standard standard individually grade grade grade impaired Total

AED ‘000 AED ‘000 AED ‘000 AED ‘000 AED ‘000

Bank balances 380,156 - - - 380,156 Advances, deposits and other receivables 87,799 99,282 - - 187,081 Other investments 10,834 - - - 10,834 Islamic financing and investing assets 865,012 1,694,813 - 23,920 2,583,745

────── ────── ────── ────── ──────Total 1,343,801 1,794,095 - 23,920 3,161,816 ══════ ══════ ══════ ══════ ══════

It is the Company’s policy to maintain accurate and consistent risk ratings across the credit portfolio. This facilitates focused management of the applicable risks and the comparison of credit exposures across all lines of business, geographic regions and products. The rating system is supported by a variety of financial analytics, combined with processed market information to provide the main inputs for the measurement of counterparty risk. All internal risk ratings are tailored to the various categories and are derived in accordance with the Company’s rating policy. The attributable risk ratings are assessed and updated regularly.

Aging analysis of past due but not impaired financial assets

2007

Less than 31 to 60 60 to 90 More than 30 days days days 91 Days Total AED ‘000 AED ‘000 AED ‘000 AED ‘000 AED ‘000

Islamic financing and investing assets 31,066 6,133 4,180 3,654 45,033

───── ───── ───── ───── ─────Total 31,066 6,133 4,180 3,654 45,033

═════ ═════ ═════ ═════ ═════

F-39




Aging analysis of past due but not impaired financial assets (continued)

2006

Less than 31 to 60 60 to 90 More than 30 days days days 91 Days Total AED ‘000 AED ‘000 AED ‘000 AED ‘000 AED ‘000

Islamic financing and investing assets 15,545 2,990 4,520 865 23,920

───── ───── ───── ───── ─────Total 15,545 2,990 4,520 865 23,920

═════ ═════ ═════ ═════ ═════

Collateral and other credit enhancements The finance provided by the Company is completely asset backed in accordance with the principles of Shariah. Properties are funded based on “Company’s Appraised Value”. In the case of new properties, the appraised value is similar to the developers’ per square footage rate further assessed by independent valuation and internal assessment. However, in some cases the Company might have lower rates than the developers based on the Company’s view of the property. In case of older properties the appraised value is released by the Credit Department. These valuations are based on the valuation report from valuers, whenever required and the property prices witnessed in Tamweel’s past funding transactions.

Property insurance is mandatory and the property is insured against all normal risks for the value stated in the sale agreement, or the valuation amount given by the surveyor, as the case maybe. The insured value is maintained at the original property value through the life of the finance.

Profit rate risk Profit rate risk arises from the possibility that changes in profit rates will affect future profitability or the fair values of financial instruments. In the Company’s financial statements, mainly two line items can lead to such exposure i.e. Islamic financing assets and financing obligations, as shown on the assets and liability sides respectively. The profit rate risk for the Company is minimal in the short term period.

The profit rate for financing assets is a composition of EIBOR and internal spread which cannot be expected to fluctuate frequently based on EIBOR movement. The Company reviews the profit rate on a monthly basis during its ALCO meeting and, if required, recommends rate change based on market conditions and competition.

The financing obligations, being short term, are contractually variable rate contracts as determined on contract initiation.

The following table demonstrates the sensitivity to a reasonable possible change in profit rates, with all other variables held constant, of the Company’s income statement.

The sensitivity of the income statement is the effect of the assumed changes in profit rates on the net profit earned for one year, based on the floating rate non-trading financial assets and financial liabilities held at 31 December 2007.

2007 ────────────────

Currency Increase/ Sensitivity (decrease) of

in basis net returns points AED 000’s

AED 50bps 4,623AED (50bps) (4,623)

══════ ══════

F-40




Profit rate risk(continued)

2006 ────────────────

Increase/ Sensitivity (decrease) of

in basis net returns points AED 000’s

AED 50bps 5,716 AED (50bps) (5,716)

══════ ══════

Currency risk Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.

All assets and liabilities as on 31 December 2007 are denominated in the UAE Dirham and therefore the Company is not exposed to any significant currency risk.

Equity price risk Equity price risk is the risk that the fair values of equities decrease as the result of changes in the levels of equity indices and the value of individual stocks. The non-trading equity price risk exposure arises from the Company’s investment portfolio.

The effect on equity (as a result of a change in the fair value of equity instruments held as available-for-sale at 31 December 2007) due to a reasonably possible change in equity indices, with all other variables held constant, is as follows:

Market indices 2007 2006

Change in Effect on Change in Effect on equity price equity equity price equity

AED’000 AED’000

DFM +20% 4,620 +20% 1,294

DFM -20% (4,620) -20% (1,294)

Prepayment risk Prepayment risk is the risk that the Company will incur a financial loss because its counterparties repay earlier or later than expected.

The Company does not have any significant prepayments risk as the amount recovered in case of early settlement is more than the fair value of the asset on settlement date, by adding a settlement fees, and to recover amount on time and to avoid any delays. The collection team, supervised by Credit committee monitors the customer receivable position on a daily basis.

Operational risk Operational risk is the risk of loss arising from systems failure, human error, fraud or external events. When controls fail to perform, operational risks can cause damage to reputation, have legal or regulatory implications, or lead to financial loss. The Company cannot expect to eliminate all operational risks, but through a control framework and by monitoring and responding to potential risks, the Company is able to manage the risks. Controls include effective segregation of duties, access, authorisation and reconciliation procedures, staff education and assessment processes, including the use of internal audit.

F-41


Tam

wee

l PJS

C

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TA

TE

ME

NT

S

At 3

1 D

ecem

ber

2007

32R

ISK

MA

NA

GE

ME

NT

(co

ntin

ued)

Mat

urit

y an

alys

is o

f as

sets

and

liab

iliti

es

The

mat

urity

ana

lysi

s of

ass

ets,

liab

ilitie

s an

d of

f ba

lanc

e sh

eet i

tem

s an

alys

ed a

ccor

ding

to w

hen

they

are

exp

ecte

d to

be

reco

vere

d, s

ettle

d or

sol

d un

der

repu

rcha

se a

gree

men

ts.

Su

btot

al

With

in

1 to

3

3 to

12

less

than

Ove

r

1 m

onth

m

onth

s m

onth

s 12

mon

ths

1-5

year

s 5

year

s T

otal

20

07

2007

20

07

2007

20

07

2007

20

07

AE

D ‘

000

AE

D ‘

000

AE

D ‘

000

AE

D ‘

000

AE

D ‘

000

AE

D ‘

000

AE

D ‘

000

ASS

ET

S B

ank

bala

nces

and

cas

h 18

9,76

1 -

-

18

9,76

1 -

-

189,

761

Adv

ance

s, p

repa

ymen

ts a

nd o

ther

rec

eiva

bles

24

7,07

0 14

5,29

7 22

1,35

8 61

3,72

5 33

,330

-

64

7,05

5 P

rope

rtie

s he

ld f

or s

ale

70,5

78

390,

526

1,07

6,77

5 1,

537,

879

770,

815

-

2,30

8,69

4 In

vest

men

t pr

oper

ties

-

-

-

-

45

,301

-

45,3

01

Oth

er in

vest

men

ts

-

25

,875

-

25,8

75

44,4

63

-

70,3

38

Isla

mic

fin

anci

ng a

nd in

vest

ing

asse

ts

68,4

61

987,

471

1,42

7,94

9 2,

483,

881

957,

728

1,77

4,93

0 5,

216,

539

Pro

pert

y an

d eq

uipm

ent

-

84

8 27

,382

28

,230

7,

810

-

36,0

40

──────

──────

──────

──────

──────

──────

──────

Tot

al a

sset

s 57

5,87

0 1,

550,

017

2,75

3,46

4 4,

879,

351

1,85

9,44

7 1,

774,

930

8,51

3,72

8 ══════

══════

══════

══════

══════

══════

══════

LIA

BIL

ITIE

S

Zak

at p

ayab

le

12,7

61

-

14

,921

27

,682

-

-

27,6

82

Acc

ount

s pa

yabl

e, a

ccru

als

and

othe

r lia

bilit

ies

138,

956

58,5

62

386,

113

583,

631

225,

118

-

808,

749

Fin

anci

ng o

blig

atio

ns

920,

000

578,

000

3,67

4,32

9 5,

172,

329

459,

000

-

5,63

1,32

9 ──────

──────

──────

──────

──────

──────

──────

Tot

al li

abili

ties

1,

071,

717

636,

562

4,07

5,36

3 5,

783,

642

675,

118

-

6,46

7,76

0 ══════

══════

══════

══════

══════

══════

══════

F-42


Tam

wee

l PJS

C

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TA

TE

ME

NT

S

At 3

1 D

ecem

ber

2007

32R

ISK

MA

NA

GE

ME

NT

(co

ntin

ued)

Mat

urit

y an

alys

is o

f as

sets

and

liab

iliti

es

The

mat

urity

ana

lysi

s of

ass

ets,

liab

ilitie

s an

d of

f ba

lanc

e sh

eet i

tem

s an

alys

ed a

ccor

ding

to w

hen

they

are

exp

ecte

d to

be

reco

vere

d, s

ettle

d or

sol

d un

der

repu

rcha

se a

gree

men

ts.

Su

btot

al

Wit

hin

1 to

3

3 to

12

less

than

Ove

r

1 m

onth

m

onth

s m

onth

s 12

mon

ths

1-5

year

s 5

year

s T

otal

20

06

2006

20

06

2006

20

06

2006

20

06

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

ASS

ET

S B

ank

bala

nces

and

cas

h 38

0,18

1 -

-

38

0,18

1 -

-

380,

181

Adv

ance

s, p

repa

ymen

ts a

nd o

ther

rec

eiva

bles

67

9 69

,453

61

,704

13

1,83

6 63

,505

-

19

5,34

1 P

rope

rtie

s he

ld f

or s

ale

-

17

,706

-

17,7

06

-

-

17

,706

In

vest

men

t pro

pert

ies

-

-

-

-

43,0

62

-

43

,062

O

ther

inve

stm

ents

-

6,47

2 -

6,47

2 4,

362

-

10,8

34

Isla

mic

fin

anci

ng a

nd in

vest

ing

asse

ts

19,2

15

76,8

58

512,

307

608,

380

692,

315

1,28

3,05

0 2,

583,

745

Pro

pert

y an

d eq

uipm

ent

-

-

-

-

31

,480

-

31

,480

──────

──────

──────

──────

──────

──────

──────

Tot

al a

sset

s 40

0,07

5 17

0,48

9 57

4,01

1 1,

144,

575

834,

724

1,28

3,05

0 3,

262,

349

══════

══════

══════

══════

══════

══════

══════

LIA

BIL

ITIE

S

Zak

at p

ayab

le

-

4,

845

-

4,

845

-

-

4,

845

Acc

ount

s pa

yabl

e, a

ccru

als

and

othe

r li

abil

itie

s 77

,521

64

,718

60

,319

20

2,55

8 4,

607

-

207,

165

Fina

ncin

g ob

ligat

ions

51

7,30

0 10

0,00

0 52

0,00

0 1,

137,

300

93,4

60

-

1,23

0,76

0 ──────

──────

──────

──────

──────

──────

──────

Tot

al li

abil

itie

s 59

4,82

1 16

9,56

3 58

0,31

9 1,

344,

703

98,0

67

-

1,44

2,77

0 ══════

══════

══════

══════

══════

══════

══════

F-43


Tam

wee

l PJS

C

NO

TE

S T

O T

HE

FIN

AN

CIA

L S

TA

TE

ME

NT

S

At 3

1 D

ecem

ber

2007

32

RIS

K M

AN

AG

EM

EN

T (

cont

inue

d)

Con

trac

tual

und

isco

unte

d re

paym

ent

oblig

atio

ns

The

mat

urit

y pr

ofil

e of

the

Com

pany

's fi

nanc

ial l

iabi

liti

es b

ased

on

cont

ract

ual u

ndis

coun

ted

repa

ymen

t obl

igat

ions

is a

s fo

llow

s:

S

ubto

tal

W

ithin

1

to 3

3

to 1

2 le

ss th

an

1 m

onth

m

onth

s m

onth

s 12

mon

ths

1-5

year

s T

otal

20

07

2007

20

07

2007

20

07

2007

A

ED

‘000

A

ED

‘000

A

ED

‘000

A

ED

‘000

A

ED

‘000

A

ED

’000

2007

Z

akat

pay

able

12

,761

-

14,9

21

27,6

82

-

27

,682

A

ccou

nts

paya

ble,

acc

rual

s an

d ot

her

liabi

litie

s 13

8,95

6 58

,562

38

6,11

3 58

3,63

1 22

5,11

8 80

8,74

9 F

inan

cing

obl

igat

ions

95

3,32

5 59

1,45

5 3,

770,

022

5,31

4,80

2 51

4,76

9 5,

829,

571

──────

──────

──────

──────

──────

──────

1,10

5,04

2 65

0,01

7 4,

171,

056

5,92

6,11

5 73

9,88

7 6,

666,

002

══════

══════

══════

══════

══════

══════

Su

btot

al

Wit

hin

1 to

3

3 to

12

less

than

1

mon

th

mon

ths

mon

ths

12 m

onth

s 1-

5 ye

ars

Tot

al

2007

20

07

2007

20

07

2007

20

07

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

AE

D‘0

00

AE

D’0

00

2006

Z

akat

pay

able

-

4,84

5 -

4,84

5 -

4,84

5 A

ccou

nts

paya

ble,

acc

rual

s an

d ot

her

liab

ilit

ies

77,5

21

64,7

18

60,3

19

202,

558

4,60

7 20

7,16

5 Fi

nanc

ing

oblig

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══════

══════

══════

══════

══════

══════

F-44



33 CAPITAL MANAGEMENT

The primary objective of the Company’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholders’ value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 December 2007 and 31 December 2006. Capital comprises share capital, statutory reserve, general reserve, special reserve, cumulative changes in fair value and retained earnings and is measured at AED 1,837,545 thousands as at 31 December 2007 (2006: AED 1,630,679 thousands).

34 SEGMENTAL INFORMATION

For management purposes the company is organised into two major business segments:

Islamic financing and investing activity Principally handling Islamic financing and investing activities

Property development and investments Principally involved in the development, purchase, sale of properties and related activities including commissions.

These segments are the basis on which the Company reports its segments information. Segmental information for the year ended 31 December 2007 as follows:

Islamic financing Property and investing development

activities and investments Others Total AED’000 AED’000 AED’000 AED’000

Gross income 311,463 407,629 56,317 775,409General and administrative expenses (87,581) (17,082) (613) (105,276) Depositors’ share of profit (101,782) (58,963) (713) (161,458)

────── ─────── ─────── ───────Segment result before provision 122,100 331,584 54,991 508,675Provisions (12,500) - - (12,500)

────── ─────── ─────── ───────Segment result after provision 109,600 331,584 54,991 496,175 Unallocated expenses (44,936)

───────Profit for the year 451,239

═══════OTHER INFORMATION

Segment assets 5,173,148 3,093,903 54,144 8,321,195Unallocated assets 192,533

───────Total assets 8,513,728

═══════Segment liabilities 2,821,309 2,702,087 18,553 5,541,949Unallocated liabilities 925,811

───────Total liabilities 6,467,760

═══════

F-45



34 SEGMENTAL INFORMATION (continued)

Segmental information for the year ended 31 December 2006 as follows:

Islamic financing Property and investing development

activities and investments Others Total AED’000 AED’000 AED’000 AED’000

Gross income 155,819 83,377 29,315 268,511 General and administrative expenses (41,786) (5,317) - (47,103) Depositors’ share of profit (47,001) (5,982) - (52,983)

────── ─────── ─────── ───────Segment result before and after provisions 67,032 72,078 29,315 168,425 Income from IPO proceeds, net 699,050 Unallocated expenses (15,654)

───────Profit for the year 851,821

═══════

OTHER INFORMATION

Segment assets 2,620,724 261,129 192 2,882,045 Unallocated assets 380,304

───────Total assets 3,262,349

═══════

Segment liabilities 910,043 255,710 - 1,165,753Unallocated liabilities 277,017

───────Total liabilities 1,442,770

═══════

No secondary segment information has been provided as the company operates only in the United Arab Emirates.

35 RELATED PARTY TRANSACTIONS

Related parties represent major shareholders, directors and key management personnel of the Company, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Company’s management.

Transactions with related parties included in the income statement are as follows:

2007 2006 Key Key

Management Major management Major personnel shareholders personnel shareholders AED’000 AED’000 AED’000 AED’000

Income from financing and investing activities 293 - 153 - Depositors’ share of profit - 21,884 - 37,722

────── ────── ────── ──────293 21,884 153 37,722

═══════ ═══════ ═══════ ═══════

F-46



35 RELATED PARTY TRANSACTIONS (continued)

Balances with related parties included in the balance sheet are as follows:

2007 2006 Key Key

Management Major Management Majorpersonnel shareholders personnel shareholders

AED’000 AED’000 AED’000 AED’000

Islamic financing and investing assets 12,676 - 10,873 - Investment in property - 42,240 - - Financing obligations (a) - 986,207 - 490,760 Depositors’ share of profit payable - 21,884 - 13,451 Payable for property purchase - 8,642 - -

(a) Included in financing obligations is an amount of AED 9,000 thousand (2006: 93,460 thousand) payable to the shareholders of Tamweel LLC and represents the following:

31 December 31 December 2007 2006

AED’000 AED’000

Dividends for the year ended 31 December 2005 - 52,434Profit for the period 1 January 2006 to 2 June 2006 (net of statutory and general reserves) - 23,026 Shares transferred to the Company for the employee benefit plan (note 23) 9,000 18,000

────── ──────9,000 93,460

═══════ ═══════

Compensation of key management personnel is as follows: 2007 2006

AED’000 AED’000

Short term employee benefits 7,190 3,638 Termination and other benefits 2,014 2,855

─────── ───────9,204 6,493

═══════ ═══════

36 FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial instruments comprise financial assets and financial liabilities.

Financial assets include bank balances and cash, receivables, Islamic financing and investing assets and other investments. Financial liabilities include accounts payable, accruals and other liabilities and financing obligations.

The fair values of financial instruments are not materially different from their carrying values.

F-47



37 FINANCIAL ASSETS AND LIABILITIES

31 December 2007 Designated as

trading or fair value through Available Loans and Amortised profit and loss for sale receivables cost Total AED'000 AED'000 AED'000 AED'000 AED'000 Financial Assets Other investments 23,103 2,314 - 44,921 70,338Islamic financing and investing assets - - 5,229,039 - 5,229,039Advances, deposits and other receivables - - 615,321 - 615,321Bank balances - - - 189,761 189,761

─────── ─────── ─────── ─────── ───────Total 23,103 2,314 5,844,360 234,682 6,104,459

═══════ ═══════ ═══════ ═══════ ═══════Financial LiabilitiesZakat payable - - - 27,682 27,682Accounts payable, accruals and other liabilities - - - 808,749 808,749Financing obligations - - - 5,631,329 5,631,329

─────── ─────── ─────── ─────── ───────Total - - - 6,467,760 6,467,760

═══════ ═══════ ═══════ ═══════ ═══════

31 December 2006

Designated as trading or fair value through Available Loans and Amortised profit and loss for sale receivables cost Total AED'000 AED'000 AED'000 AED'000 AED'000

Financial Assets

Other investments 8,676 2,158 - - 10,834Islamic financing and investing assets - - 2,583,745 - 2,583,745Advances, deposits and other receivables - - 187,081 - 187,081Bank balances - - - 380,181 380,181

─────── ─────── ─────── ─────── ───────Total 8,676 2,158 2,770,826 380,181 3,161,841

═══════ ═══════ ═══════ ═══════ ═══════

Financial Liabilities

Zakat payable - - - 4,845 4,845 Accounts payable, accruals and other liabilities - - - 207,165 207,165 Financing obligations - - - 1,230,760 1,230,760

─────── ─────── ─────── ─────── ───────Total - - - 1,442,770 1,442,770

═══════ ═══════ ═══════ ═══════ ═══════

F-48



38 CORRESPONDING FIGURES

Following corresponding figures have been rearranged and reclassified to improve the quality of information presented:

Item reclassified

From To Description Amount

AED’000 Processing and other fees

Other income Income from Islamic financing and investing assets

Processing and other fees have been reclassified for better presentation.

27,348

Income from sale of properties

Other income Income from sale of properties

Income from sale of properties has been disclosed as separate line item on the face of income statement for better presentation.

21,331

Commission income

Other income Commission and agency fee

Commission income has been reclassified under commission and agency fee and disclosed as separate line item on the face of income statement for better presentation.

16,430

39 DATE OF AUTHORISATION

These accounts were approved for issue by the Board of Directors on 20 January 2008.

F-49


F-50

Level: 5 – From: 5 – Wednesday, July 16, 2008 – 01:49 – mac8 – 3989 Section 08c : 3989 Section 08c

Tamweel PJSC (formerly Tamweel LLC.)

FINANCIAL STATEMENTS

31 DECEMBER 2006


INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

TAMWEEL PJSC (FORMERLY TAMWEEL LLC)

Report on the Financial Statements

We have audited the accompanying financial statements of Tamweel PJSC, which comprise the balance sheet as at 31 December 2006, and the income statement, cash flow statement and statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the applicable provisions of the articles of association of Tamweel PJSC and the UAE Commercial Companies Law of 1984 (as amended). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

F-51


Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Tamweel PJSC as of 31 December 2006, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Report on Other Legal and Regulatory Requirements

We also confirm that, in our opinion, the financial statements include, in all material respects, the applicable requirements of the UAE Commercial Companies Law of 1984 (as amended) and the articles of association of Tamweel PJSC; proper books of account have been kept by Tamweel PJSC and the contents of the report of the Board of Directors relating to these financial statements are consistent with the books of account. We have obtained all the information and explanations which we required for the purpose of our audit and, to the best of our knowledge and belief, no violations of the UAE Commercial Companies Law of 1984 (as amended) or of the articles of association of Tamweel PJSC have occurred during the year which would have had a material effect on the business of Tamweel PJSC or on its financial position.

Signed by Naushad Anwar PartnerRegistration No. 489

30 January 2007


F-52


ERNST & YOUNG

Tamweel PJSC.(formerly Tamweel LLC) INCOME STATEMENT Year ended 31 December 2006


2006 2005

Notes AED’000 AED’000


Income from sale of development property, net 7 45,616 22,548

Fees and other income 8 94,424 31,175


General and administrative expenses 9 (54,471) (35,642)

PROFIT BEFORE DEPOSITORS’ SHARE OF

PROFIT AND INCOME FROM IPO PROCEEDS 214,040 64,322

Depositors’ share of profit 10 (61,269) (22,120)

PROFIT BEFORE INCOME FROM IPO PROCEEDS 152,771 42,202

Income from IPO proceeds, net 11 699,050 -

PROFIT FOR THE YEAR 851,821 42,202

Attributable to:

Shareholders of PJSC 824,399 - Shareholders of LLC 27,422 42,202

851,821 42,202

Earnings per share-basic and diluted (AED) 12 1.11 0.12

F-53


Tamweel PJSC.(formerly Tamweel LLC) BALANCE SHEET At 31 December 2006


2006 2005 Notes AED’000 AED’000

ASSETS

Bank balances and cash 13 380,181 162,011 Advances, prepayments and other receivables 14 195,341 107,271 Investment in properties 15 60,768 - Other investments 16 10,834 1,030 Islamic financing and investing assets 17 2,583,745 1,302,839 Property and equipment 18 31,480 17,884

TOTAL ASSETS 3,262,349 1,591,035

LIABILITIES AND EQUITY

Liabilities

Zakat payable 4,845 1,734 Accounts payable, accruals and other liabilities 19 207,165 75,848 Financing obligations 20 1,230,760 1,005,000

Total liabilities 1,442,770 1,082,582

Equity

Share capital 21 1,000,000 450,000Employees’ benefit plan 22 (11,100) - Statutory reserve 23 91,305 6,019 General reserve 24 435,000 - Special reserve 25 25,837 - Cumulative changes in fair value 208 - Retained earnings 78,329 - Proposed dividend 26 200,000 52,434

Total equity 1,819,579 508,453

TOTAL LIABILITIES AND EQUITY 3,262,349 1,591,035

____________________ _____________________ Chief Executive Officer Chairman

F-54


ADEL SHIRAWI KHALID BIN ZAYED

Tamweel PJSC.(formerly Tamweel LLC) CASH FLOW STATEMENT Year ended 31 December 2006


2006 2005 Notes AED’000 AED’000

OPERATING ACTIVITIES

Profit for the year 851,821 42,202Adjustments for: Depreciation 18 2,572 1,198 Provision for employees’ end of service benefits, net 2,278 327 Provision for impairment of Islamic financing and investing assets - 2,800 Changes in fair value of available-for-sale investments - (30) Change in fair value of investment properties 8 (9,432) - Depositors’ share of profit 10 61,269 22,120

908,508 68,617 Working capital changes: Islamic financing and investing assets (1,278,106) (1,039,132) Properties held for sale, net (17,706) - Investments held for trading, net (6,472) - Advances, prepayments and other receivables (83,453) (51,478) Accounts payable, accruals and other liabilities 118,964 53,460

Cash used in operations (358,265) (968,533)

Depositors’ share of profit paid (54,786) (22,120) Zakat paid (510) -

Net cash used in operating activities (413,561) (990,653)

INVESTING ACTIVITIES

Purchase of property and equipment 18 (16,168) (13,989) Purchase of available-for-sale-investments, net (3,124) (1,000) Purchase of investment properties (33,630) -

Net cash used in investing activities (52,922) (14,989)

FINANCING ACTIVITIES

Issue of shares 550,000 150,000 Financing obligations, net 132,300 930,000 Money received under the Employees’ benefit plan 2,353 -

Net cash from financing activities 684,653 1,080,000

Increase in cash and cash equivalents 218,170 74,358

Cash and cash equivalents at 1 January 162,011 87,653

CASH AND CASH EQUIVALENTS AT 31 DECEMBER 380,181 162,011

F-55


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F-57


Tamweel PJSC.(formerly Tamweel LLC) NOTES TO THE FINANCIAL STATEMENTS At 31 December 2006



The Company is licensed by the UAE Central Bank as a finance company and is primarily engaged in Islamic Sharia’a compliant financing and investment activities such as Ijara, Murabaha, Istisna’a etc. The activities of the Company are conducted in accordance with Islamic Sharia’a, which prohibits usury, and within the provisions of its Articles and Memorandum of Association. The Company is also engaged in the business of property development.

The head office of the Company is located at Business Avenue Building, Emirate of Dubai, UAE. The Company has one branch each in Emirates of Dubai, Abu Dhabi and Sharjah.

2 STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), the Sharia’a rules and principles as determined by the Sharia’a Supervisory Board (the Board) of the Company and applicable requirements of United Arab Emirates laws.

The accounting policies are consistent with those used in the previous years except the Company has reconsidered the classification of its investments in the light of the new requirements in IAS 39 which became mandatory for financial years beginning on or after 1 January 2006 relating to classification of financial assets at fair value through profit or loss. Accordingly, investments are now carried at fair value through profit or loss only when permitted by paragraph 11A of IAS 39, or when doing so results in more relevant information. Consequently, “investments at fair value through profit or loss” have been re-designated as “available-for-sale investments” at 1 January 2006 and included under “Investments” at their fair value of AED 1,030,000.

Available-for-sale investments are carried at fair values, unless this cannot be reliably measured. Changes in fair value are reported as a separate component of equity. On de-recognition or impairment, the cumulative gain or loss previously reported in equity is included in the income statement for the period.

Had the policy not been changed, the current year profit would have been higher by AED 207,619.

3 BASIS OF MEASUREMENT

The accompanying financial statements have been prepared under the ‘historical cost convention’ as modified by the measurement at fair value of investment properties and other investments.

The functional currency of the Company is UAE Dirhams (AED) and these financial statements have been presented in thousands of Dirhams.

4 DEFINITIONS OF SIGNIFICANT TERMS

The following terms are used in these financial statements with the meaning specified hereunder:

Sharia’aSharia’a is the body of Islamic law and is essentially derived from The Quran and The Sunna’h. The Company, being an Islamic Financial Institution, incorporates the essence of Sharia’a in its activities.

F-58



4 DEFINITIONS OF SIGNIFICANT TERMS - continued

Ijara Ijara is an agreement whereby the Company as a lessor buys an asset according to the customer’s request and then leases it to the customer as lessee for a specified rental over a specific period. The duration of the lease, as well as the basis for rental, are set and agreed in advance. The Company retains ownership of the asset throughout the arrangement. The arrangement could end by transferring the ownership of the asset to the lessee.

Istisna’a Istisna’a is an agreement whereby the Company undertakes to construct a specific asset or property according to certain agreed upon specifications at a pre-determined price and for a fixed date of delivery. The work undertaken is not restricted to be accomplished by the Company alone and the whole or part of the construction can be undertaken by third parties under the Company’s control and responsibility.

MurabahaMurabaha is an agreement whereby the Company makes a sale to a customer of a commodity that is acquired principally based on a promise received from the customer to buy the item purchased according to the specific terms and conditions. While making the sale, the Company expressly mentions the costs incurred on the commodities that are sold and the profit thereon to the customer.

MudarabaMudaraba is an agreement in which the customer contributes capital and the Company applies its effort. The proportionate share of profit is determined by mutual agreement. The loss, if any, unless caused by negligence or violation of the terms of the agreement, is borne only by the owner of the capital in which case the Company gets nothing for its efforts. The financier is known as ‘rab-al-mal’ and the Company as ‘mudareb’.

Wakala An agreement whereby the Company provides a certain sum of money to an agent, who invests it according to specific conditions in return for a certain fee (a lump sum of money or percentage of the amount invested). The agent is obliged to return the invested amount in case of default, negligence or violation of the terms and conditions of the Wakala.


The principal accounting policies adopted in preparing the financial statements are as follows:

IASB Standards and Interpretations issued but not adopted

The following IASB Standards and Interpretations have been issued but are not yet mandatory, and have not yet been adopted by the Company:

IFRS 7 Financial Instruments: DisclosuresIFRIC Interpretation 8 Scope of IFRS 2

The application of IFRS 7, which will be effective for the year ending 31 December 2007 will result in amended and additional disclosures relating to financial instruments and associated risks. The application of IFRIC 8, which is also effective from 2007 is not expected to have a material impact on the financial statements of the Company.

Revenue recognition

Provided it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, revenue is recognised in the income statement as follows:

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5 SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue recognition - continuedSale of development property Revenue on sale of development property is recognised on the basis of percentage completion as and when all of the following conditions are met:

A sale is consummated and contracts are signed; The buyer’s investment, to the date of the financial statements, is adequate to demonstrate a commitment to pay for the property; Construction work has commenced, with engineering, design work and site clearance being completed; The buyer is committed. The buyer is not eligible for a refund except for non-delivery of the unit. Management believes that the likelihood of the Company being unable to fulfill its contractual obligations for these reasons is remote; and The aggregate sales proceeds and costs can be reasonably estimated.

Ijara income Ijara income is recognised on a time-apportioned basis over the lease term based on the principal amounts outstanding.

Murabaha income Murabaha income is recognised on a time-apportioned basis over the period of the contract based on the principal amounts outstanding.

Istisna’a income Istisna’a associated profit margin (difference between the cash price of al-masnoo to the customer and the Company’s total Istisna’a cost) is accounted for on a time- apportioned basis.

Processing fees Processing fees are recognised when applications for facilities are received.

Cost of sale of development property

Cost of sale of development property includes the cost of land and development costs. Development costs include the cost of infrastructure and construction. The cost of sale in respect of individual properties is based on the estimated proportion of the development cost incurred to date to the estimated total development cost for the project.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, cash with banks and short-term deposits with an original maturity of three months or less.

Islamic financing and investing assets

Islamic financing and investing assets include outstanding ijara rentals, murabaha sales receivables net of deferred profits and istisna’a costs incurred to date measured at cash equivalent value. Ijara and murabaha assets are stated at cost net of provisions for impairment, if any.

Investment properties

Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the balance sheet date. Gains or losses arising from changes in the fair values of investment properties are included in the income statement in the year in which they arise.

Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the income statement in the year of retirement or disposal.

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Properties held for sale

Properties held for sale are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. Cost comprises all costs of purchase and other directly attributable costs incurred in bringing each property to its location and condition. Net realisable value signifies the estimated selling price in the ordinary course of the business less estimated costs necessary to be incurred on disposal.

Investments

Held for trading These are initially recognised at cost and subsequently remeasured at fair value. All related realised and unrealised gains or losses are taken to the income statement. Profit earned or dividends received are included in other income.

Available -for-sale These are initially recognised at cost, being the fair value of the consideration given including directly attributable transaction costs. After initial recognition, investments which are classified as “available-for-sale” are normally remeasured at fair value, unless fair value cannot be reliably determined in which case they are measured at cost less impairment. Fair value changes which are not part of an effective hedging relationship, are reported as a separate component of equity until the investment is derecognised or the investment is determined to be impaired. On derecognition or impairment the cumulative gain or loss previously reported as “cumulative changes in fair value” within equity, is included in the income statement for the period.

Fair values

For investments actively traded in organised financial markets, fair value is determined by reference to quoted market prices at the close of business on the balance sheet date. Bid prices are used for assets and offer prices are used for liabilities.

For unquoted investments, a reasonable estimate of the fair value is determined by reference to the market value of a similar investment or is based on acceptable valuation techniques.

For investments in properties, fair value is determined periodically on the basis of independent professional valuations.

Property and equipment

Property and equipment is stated at cost less accumulated depreciation and any impairment in value, if any. Capital work-in progress is not depreciated.

The carrying values of property and equipments are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount.

Depreciation is calculated on a straight line basis over the estimated useful lives of the assets as follows:

Leasehold improvements 5 to 10 years Office equipment 5 years Furniture and fixtures 5 years Software licenses and computer equipments 3 to 8 years Networks and servers 4 years

Expenditure incurred to replace a component of an item of property and equipment that is accounted for separately is capitalised and the carrying amount of the component that is replaced is written off. Other subsequent expenditure is capitalised only when it increases future economic benefits of the related item of property and equipment. All other expenditure is recognised in the income statement as the expense is incurred.

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Impairment of financial instruments

An assessment is made at each balance sheet date to determine whether there is objective evidence that a specific financial asset may be impaired. If such evidence exists, any impairment loss, is recognised in the income statement. Impairment is determined as follows:

(a) for assets carried at fair value, impairment is the difference between cost and fair value. (b) for assets carried at cost, impairment is present value of future cash flows discounted at the current market

rate of return for a similar financial asset.

For available-for-sale equity investments, reversal of impairment losses are recorded as increases in cumulative changes in fair value through equity.

In addition, a provision is made to cover impairment for specific groups of assets where there is a measurable decrease in estimated future cash flows.

Zakat

Zakat is computed as per the Company’s Articles and Memorandum of Association and is approved by the Company’s Sharia’a Supervisory Board on the following basis:

Zakat on shareholders’ equity is computed as the aggregate of general and legal reserves, provision for doubtful debt, retained earnings and provision for staff gratuity as multiplied by 2.577%. Zakat is disbursed by a committee appointed by the Board of Directors and operating as per the bye-law set by the Board. Zakat on the paid up capital is not included in the zakat computations and is payable by the shareholders personally.

Accounts payable and accruals

Liabilities are recognised for amounts to be paid in the future for goods or services received, whether billed by the supplier or not.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) arising from a past event and the costs to settle the obligation are both probable and able to be reliably measured.

Employees’ end-of-service benefits

For its national employees, the Company makes contributions to the pension fund established by the General Pension and Social Security Authority calculated as a percentage of the employees’ salaries

The Company’s obligations are limited to these contributions, which are recognised in the income statement when due.

The Company provides end-of-service benefits to its expatriate employees. The entitlement to these benefits is based upon the employees’ salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the year of employment.

Foreign currencies

Transactions in foreign currencies are recorded at rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the exchange rates prevailing at that date. Any gain or loss arising from changes in exchange rates subsequent to the date of a transaction is recognized in the income statement in the period in which they arise.

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Significant management judgements and estimates

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, apart from those involving estimations, which may have an effect on amounts recognised in the financial statements.

Transfer of equitable interest in properties The Company has entered into a number of contracts with buyers for the sale of apartment units. The Management has determined that equitable interest in such assets and therefore risks and rewards of the ownership are transferred to the buyer once he is committed to complete the payment for the purchase. The commitment is evidenced by a signed contract for the purchase of the property and payments of sufficient progressive payments. The risk of the buyer being able to rescind the contract for the reasons stated in the contract which are dependent on the enactment of pending legislation is considered by management to be remote.

Classification of investments Management decides upon acquisition of an investment whether it should be classified as held to maturity, held for trading, carried at fair value through income statement or available for sale.

For those investments deemed held to maturity, management ensures that the requirements of IAS 39 are met and, in particular, that the Company has intention and ability to hold these to maturity.

The Company classifies investments as trading if they are acquired primarily for the purpose of making a short term profit.

All other investments are classified as a available for sale.

Use of estimates

The preparation of the financial statements requires management to make estimates and assumptions that may affect the reported amount of financial assets and liabilities, revenues, expenses, disclosure of contingent liabilities and the resultant provisions and fair value for the year. Such estimates are necessarily based on assumptions about several factors and actual results may differ from reported amounts as described below:

Impairment losses on Islamic financing and investing assets The company reviews its Islamic financing and investing assets on a regular basis to assess whether a provision for impairment should be recorded in the income statement in relation to any non-performing assets. In particular, judgement by management is required in the estimation of the amount and timing of future cash flows when determining the level of provisions required. Such estimates are necessarily based on assumptions about the probability of default and probable losses in the event of default, the value of the underlying security, and realisation costs.

Cost to complete properties under development The Company estimates the cost to complete properties under development in order to determine the cost attributable to revenue being recognised. These estimates include the cost of providing infrastructure activities, potential claims by sub contractors and all costs of meeting other contractual obligations to the customers.

Valuation of investment properties The Company hires the service of third party valuers for obtaining estimates of the valuation of investment properties.

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6 INCOME FROM ISLAMIC FINANCING AND INVESTING ASSETS

2006 2005AED’000 AED’000

Ijara 89,900 28,163 Murabaha 5,528 2,832 Istisna’a 33,043 15,246

128,471 46,241

7 INCOME FROM SALE OF DEVELOPMENT PROPERTY, NET

2006 2005AED’000 AED’000

Revenue from sale of development property 97,038 60,204 Cost of sale of development property (51,422) (37,656)

45,616 22,548

8 FEES AND OTHER INCOME

2006 2005AED’000 AED’000

Processing and other fees 27,348 13,634 Income from sale of properties held for sale 21,331 - Commission income 16,430 9,678 Income on deposits 10,807 -

Income arising on changes in fair value of investment properties (note 15) 9,432 - Income on investments held for trading 1,312 - (net of loss of AED 1.3 million on changes in fair value) Securitisation servicing income 3,473 4,734 Other income 4,291 3,129

94,424 31,175

9 GENERAL AND ADMINISTRATIVE EXPENSES

2006 2005AED’000 AED’000

Staff costs 30,925 20,830Advertisement and sales promotion 10,757 5,955Legal and professional charges 1,607 740Depreciation 2,572 1,198Operating lease rentals 3,445 1,483 Other expenses 5,165 5,436

54,471 35,642

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10 DEPOSITORS’ SHARE OF PROFIT

2006 2005AED’000 AED’000

Financing obligations 61,166 21,276 Others 103 844

61,269 22,120

11 INCOME FROM IPO PROCEEDS, NET

This represents the income earned (net of related expenses) on investing the IPO subscriptions proceeds between the first day of public subscription (27 February 2006) and the date of incorporation of the Public Joint Stock Company (3 June 2006). This income is wholly attributable to the shareholders of Tamweel PJSC.

12 EARNINGS PER SHARE – BASIC AND DILUTED

2006 2005AED’000 AED’000

Profit for the year, net of directors’ fees 850,996 42,202

Number of shares

Weighted average number of ordinary shares in issue during the year 769,452,055 339,863,014

Basic and diluted earnings per share (AED) 1.11 0.12

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of shares in issue during the year. Diluted earnings per share is the same as basic earnings per share as there are no potential ordinary shares outstanding which may have any dilutive effect.

13 BANK BALANCES AND CASH

Included in bank balances and cash are short term deposits of AED 304.73 million (2005: AED nil)

14 ADVANCES, PREPAYMENTS AND OTHER RECEIVABLES

2006 2005AED’000 AED’000

Accrued profit on Islamic financing and investing assets 47,163 13,946Receivables on sale of development property 85,065 44,333Advances for purchase of properties 30,217 27,889Prepaid expenses 8,260 5,302Commission receivable 5,538 14,036Others 19,098 1,765

195,341 107,271

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15 INVESTMENT IN PROPERTIES

2006 2005AED’000 AED’000

Investment properties Properties acquired 33,630 - Changes in fair value (note 8) 9,432 -

43,062 -

Properties held for sale Properties acquired 102,210 - Cost of properties sold (84,504) -

17,706 -

60,768 -

Investment properties are stated at fair value, which has been determined based on valuations performed by accredited independent valuers. The fair value represents the amount at which the assets could be exchanged between a knowledgeable, willing buyer and a knowledgeable, willing seller in an arm’s length transaction at the date of valuation, in accordance with International Valuation Standards.

16 OTHER INVESTMENTS

2006 2005AED’000 AED’000

Trading: Quoted - equity 6,472 -

Available for sale: Quoted - mutual fund units (note - a) 1,238 1,030 Unquoted - equity (note - b) 2,204 - Others (note - c) 920 -

4,362 1,030

10,834 1,030

(a) The fair value of investments in mutual fund units is based on the last bid as published by the fund manager. (b) Unquoted equity investments are carried at cost due to the unpredictable nature of future cash flows and the lack of observable market values. (c) Others represents advance against equity shares to be allotted.

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17 ISLAMIC FINANCING AND INVESTING ASSETS

2006 2005AED’000 AED’000

Ijara 1,596,898 836,574 Murabaha 23,366 27,337 Istisna'a 963,481 441,728

2,583,745 1,305,639 Provision for impairment - (2,800)

2,583,745 1,302,839

All the assets financed by the Company are within the UAE.

18 PROPERTY AND EQUIPMENT

Software Furniture licenses and Network Capital

Leasehold Office and computer and work in Improvements equipment fixtures equipment servers progress Total

AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Cost: At 1 January 2006 778 636 2,092 5,178 858 10,604 20,146 Additions 1,091 255 110 593 404 13,715 16,168 Transfer 125 - 86 20 - (231) -

At 31 December 2006 1,994 891 2,288 5,791 1,262 24,088 36,314

Depreciation: At 1 January 2006 102 177 761 1,099 123 - 2,262 Charge for the year 262 152 431 1,442 285 - 2,572

At 31 December 2006 364 329 1,192 2,541 408 - 4,834

Net book value: At 31 December 2006 1,630 562 1,096 3,250 854 24,088 31,480

At 31 December 2005 676 459 1,331 4,079 735 10,604 17,884

19 ACCOUNTS PAYABLE, ACCRUALS AND OTHER LIABILITIES

2006 2005AED’000 AED’000

Accounts payable 27,674 11,866 Depositors' share of profit 27,236 20,753 Developers' payables 66,721 16,987 Accrued expenditure 50,784 8,509 IPO advisory and management fee 11,000 - Deferred commission income 2,027 4,758 Employees' end of service benefits 2,752 474 Other liabilities 18,971 12,501

207,165 75,848

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20 FINANCING OBLIGATIONS

2006 2005AED’000 AED’000

Mudaraba obligations 1,037,300 1,005,000 Wakala obligations 100,000 - Others (note 31) 93,460 -

1,230,760 1,005,000

Mudaraba obligations represent funds for investment in the Company's (Mudareb's) on-going real estate investment activities (the Projects) under which the Rab Al Mal agrees to reward the Mudareb for profits earned by it in excess of a minimum return based on EIBOR determined at inception as an incentive/bonus for profitable, efficient and safe deployment of the Rab Al Mal's capital. All of these obligations are short term.

Wakala obligations represent investment amount received by the Company acting as a Wakeel (agent) from a customer (Muwakkil) to invest in an investment transaction expected to generate profit for the Muwakkil based on EIBOR. Any profit exceeding the expected profit after deduction of wakeel fee is allowed to be kept by the Company as incentive.

21 SHARE CAPITAL

2006 2005AED’000 AED’000

Authorised, issued and paid up 1,000,000,000 ordinary shares of AED 1 each (2005: 450,000 shares of AED 1,000 each) 1,000,000 450,000

22 EMPLOYEES' BENEFIT PLAN

On 26 February 2006, the Company established an employees’ benefit plan (Plan) to recognise and retain good performing key employees. The Plan gives the employee the right to purchase the Company’s shares at an exercise price.

In accordance with an agreement between the shareholders of Tamweel LLC and the Company, the shareholders of Tamweel LLC agreed to transfer 18,000 shares of AED 1,000 each (equivalent to 18,000,000 shares of AED 1 each after the share split on conversion of LLC into PJSC) of the Company owned by them for the benefit of the Company’s employees under this plan. These shares are held by two trustee companies on behalf of Tamweel PJSC. The cost of acquisition of these shares was AED 18 million at the rate of AED 1,000 per share of a nominal value of AED 1,000 each.

Out of the above shares, the Company granted certain employees the right to purchase 6,900 shares of AED 1,000 each (equivalent to 6,900,000 shares of AED 1 each after the share split on conversion of LLC into PJSC) during 2006 at AED 1,015 per share (AED 1.015 per share on split). This entitlement to ownership became effective on or before 26 February 2006. These shares carry full dividend and voting rights. The fair value of these shares at the grant date was estimated at AED 7,003,500 at AED 1,015 per share (AED 1.015 per share on split).

The remaining 11,100 shares of AED 1,000 each (equivalent to 11,100,000 shares of AED 1 each after the share split on conversion of LLC into PJSC) acquired under this scheme are held as plan shares by the trustees and will be granted in the future as and when the employees meet the pre-determined criteria. When granted to employees, the difference between the fair value of these shares on the grant date and amounts recovered from employees, if any, will be charged to the income statement. The fair value of these shares at 31 December 2006 is estimated at AED 45.399 million at the rate of AED 4.09 per share.


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As required by the Commercial Companies Law and the Company's Articles of Association, 10% of the profit for the year has been transferred to statutory reserve. The Company may resolve to discontinue such annual transfers when the reserve totals 50% of paid up share capital. As per the Articles of Association, any amount in statutory reserve in excess of 50% of paid up capital can be distributed as dividends to the shareholders of the Company.

24 GENERAL RESERVE

In accordance with a resolution of the Board of Directors, an amount of AED 435 million has been transferred to the General Reserve. This reserve shall be utilised for the purpose determined by the General Assembly at an ordinary meeting upon the recommendation of the Board of Directors.

25 SPECIAL RESERVE

The special reserve, which has been created in accordance with the recommendation of the Central Bank of the UAE, is not available for distribution.

26 PROPOSED DIVIDENDS

The Board of Directors has proposed a cash dividend of AED 0.20 per share totaling AED 200 million, which is subject to the approval of the shareholders at the Annual General Meeting.

27 COMMITMENTS

2006 2005AED’000 AED’000

Irrevocable commitments to extend credit 27.1 1,415,780 954,233 Purchase of properties 27.2 671,083 235,462 Contribution to share capital 27.3 920 - Property development 27.4 29,543 -

2,117,326 1,189,695

27.1 This represents contractual commitments to provide Islamic financing. Commitments generally have fixed expiration dates, or other termination clauses, and normally require the payment of a fee. Since these may expire without being drawn upon, the total contract amounts do not necessarily represent future cash requirements.

27.2 This represents commitments to property developers in respect of property purchases. Included in this is an amount of AED 180.14 million in respect of an underwriting agreement to purchase the properties of a real estate company. The amount is to be paid in scheduled installments against the purchase of certain properties on their successful completion.

27.3 This represents a commitment to subscribe to the share capital of a company.


28 CONTINGENCIES

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(a) The Company has entered into certain lease agreements amounting to AED 1,288 million (US$ 350 million) with customers of Nakheel L.L.C. (“Nakheel”) which are recorded as off-balance sheet items in the books of the Company. The Company has also entered into securitisation and service agreements with Nakheel L.L.C. and Emirates National Securities Corporation (ENSeC) in connection with these lease agreements. The combined legal effect of these agreements is that the Company is acting on behalf of Nakheel in terms of its arrangements with Nakheel’s customers. In return it receives a service fee. Any amounts received from lessees are passed by the Company to the Trustees on behalf of Nakheel.

Furthermore, as per the agreements, the Company is liable to ENSeC for any defaults by the credit customers. However, Nakheel has provided an irrevocable indemnity to the Company to make good any defaults by the customers and has also provided security in this regard. Accordingly, in the opinion of management the Company has minimal credit risk. The Company has obtained approval from the UAE Central Bank to account for the lease agreements as an off-balance item.

(b) The Company’s bankers have provided a guarantee of AED 50 million (2005: AED 50 million) favouring the UAE Central Bank against the share capital.

29 RISK MANAGEMENT

Pricing risk

Pricing risk, comprising market and valuation risks, is managed on the basis of pre-determined asset allocations across various asset categories, a continuous appraisal of market conditions and trends and management’s estimate of long and short term changes in fair value.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss.

There are formal procedures to assess and monitor credit risk as part of the process of advancing finance. In addition, management regularly reviews the state of receivables and provision is made for any specific balances considered doubtful of recovery. The credit risk is reduced since all assets and finance receivables are considered to be fully secured by direct ownership or mortgage over the assets financed.

The Company’s customers are mainly based in the United Arab Emirates. At 31 December 2006, there was no significant concentration of credit risk.

Liquidity risk

Liquidity risk is the risk that an institution will be unable to meet its net funding requirements. Liquidity risk can be caused by market disruptions or credit downgrades which may cause certain sources of funding to dry up immediately. To guard against this risk, management have diversified funding sources and assets are managed with liquidity in mind, maintaining a healthy balance of cash and cash equivalents.

The table below summarises the maturity profile of the Company’s assets and liabilities. The contractual maturities of assets and liabilities have been determined on the basis of the remaining period at the balance sheet date to the contractual maturity date. The maturity profile is monitored by management to ensure adequate liquidity is maintained.

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29 RISK MANAGEMENT - continued

The maturity profile of the assets and liabilities at 31 December 2006 was as follows:

Less than 3 months Over 3 months to 1 year 1 year Total AED’000 AED’000 AED’000 AED’000 Assets

Bank balances and cash 380,181 - - 380,181 Advances, prepayments and other receivables 70,132 61,704 63,505 195,341 Properties held for sale 17,706 - - 17,706 Investment properties - - 43,062 43,062 Other investments 6,472 - 4,362 10,834 Islamic financing and investing assets 96,072 512,307 1,975,366 2,583,745

570,563 574,011 2,086,295 3,230,869

Property and equipment 31,480 3,262,349

Liabilities and equity

Zakat payable 4,845 - - 4,845 Accounts payable, accruals and other liabilities 142,239 60,319 4,607 207,165 Financing obligations 617,300 520,000 93,460 1,230,760

763,559 580,319 98,067 1,442,770

Equity 1,819,579 3,262,349


Less than 3 months Over 3 months to 1 year 1 year Total AED’000 AED’000 AED’000 AED’000 Assets

Bank balances and cash 162,011 - - 162,011 Advances, prepayments and other receivables 4,078 49,731 53,462 107,271 Other investments - 1,030 - 1,030 Islamic financing and investing assets 229,525 155,253 918,061 1,302,839

395,614 206,014 971,523 1,573,151

Property and equipment 17,884 1,591,035

Liabilities and equity

Zakat payable - 1,734 - 1,734 Accounts payable, accruals and other liabilities 40,764 30,224 4,860 75,848 Financing obligations 700,000 305,000 - 1,005,000

740,764 336,958 4,860 1,082,582

Equity 508,453 1,591,035

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For management purposes the company is organised into two major business segments:

Islamic financing and investing activity

Property development

These segments are the basis on which the Company reports its segments information. Segmental information for the year ended 31 December 2006 is as follows:

Islamic financing and investing Property activities development Others Total AED’000 AED’000 AED’000 AED’000

Gross income 159,291 45,616 63,604 268,511 Allocable expenses (50,078) - (6,432) (56,510)

Segment result 109,213 45,616 57,172 212,001

Income from IPO proceeds, net 699,050Unallocated expenses (59,230)

Profit for the year 851,821


OTHER INFORMATION

Segment assets 2,583,745 85,065 468,669 3,137,479Unallocated assets 124,870

Total assets 3,262,349

Segment liabilities 1,010,317 54,827 138,821 1,203,965Unallocated liabilities 238,805

Total liabilities 1,442,770

Segmental information for the year ended 31 December 2005 as follows:


Gross income 59,563 22,548 17,853 99,964 Allocable expenses 24,920 - - (24,920)

Segment result 34,643 22,548 17,853 75,044

Unallocated expenses (32,842) Profit for the year 42,202

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30 SEGMENTAL INFORMATION - continued


Segment assets 1,302,839 44,333 14,036 1,361,208 Unallocated assets 229,827 Total assets 1,591,035

Segment liabilities 1,047,797 16,128 4,758 1,068,683 Unallocated liabilities 13,899 Total liabilities 1,082,582

No secondary segmental information has been provided as the company operates only in the United Arab Emirates.


Related parties represent major shareholders, directors and key management personnel of the Company and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Company’s management.


2006 2005 Key Key

management Major management Major personnel shareholders personnel shareholders AED’000 AED’000 AED’000 AED’000

Income from financing and investing activities 153 - - - Depositors’ share of profit - 37,722 - 20,037

153 37,722 - 20,037


2006 2005 Key Key

management Major Management Major personnel shareholders personnel shareholders AED’000 AED’000 AED’000 AED’000

Islamic financing and investing assets 10,873 - - - Financing obligations ( note a) - 490,761 - 700,000Depositors’ share of profit payable - 13,451 - 11,866

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31 RELATED PARTY TRANSACTIONS - continued

(a) Included in financing obligations is an amount of AED 93,461 thousand due (2005: Nil) to the shareholders of Tamweel LLC and represents as follows:

31 December 31 December 2006 2005

AED’000 AED’000

Dividends for the year ended 31 December 2005 52,434 - Profit for the period 1 January 2006 to 2 June 2006 (net of statutory and general reserves) 23,027 - Shares transferred to the Company for the employee benefit plan (note 22) 18,000 -

93,461 -

Compensation of the key management personnel is as follows:

2006 2005AED’000 AED’000

Short term benefits 3,638 2,389 Termination and other benefits 2,855 110

6,493 2,499



Financial assets include bank balances and cash, receivables, Islamic financing and investing assets, properties held for sale and other investments. Financial liabilities include accounts payable, accruals and other liabilities and financing obligations.


33 KEY SOURCES OF ESTIMATION UNCERTAINTY

Impairment of Islamic financing and investing assets

An estimate of the collectible amount of Islamic financing and investing assets is made when collection of the full amount is no longer probable. For individually significant amounts, this estimation is performed on an individual basis. Amounts which are not individually significant, but which are past due, are assessed collectively and a provision applied according to the length of time past due, based on historical recovery rates.

At the balance sheet date, gross Islamic financing and investing assets were AED 2,583.75 million (2005: AED 1,305.64 million) with nil (2005: 2.8 million) provision there against. Any difference between the amounts actually collected in future years and the amounts expected will be recognised in the income statement.

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34 CORRESPONDING FIGURES

Corresponding figures have been rearranged and reclassified wherever necessary to improve the quality of information presented.

Payable to developers amounting to AED 16.99 million has been regrouped under “accounts payable, accruals and other liabilities”. Previously this amount was netted off against “Islamic financing and investing assets”.

35 DATE OF AUTHORISATION

These accounts were authorised for issue by the Board of Directors on 30 January 2007.

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Level: 4 – From: 4 – Wednesday, July 16, 2008 – 01:50 – mac8 – 3989 Section 08d : 3989 Section 08d

Tamweel L.L.C.FINANCIAL STATEMENTS

31 DECEMBER 2005


AUDITORS' REPORT TO THE SHAREHOLDERS OFTAMWEEL L.L.C.

We have audited the accompanying balance sheet of Tamweel L.L.C (the “Company”) as of 31December 2005, and the related statements of income, cash flows and changes in equity for theyear then ended. These financial statements and the Company’s undertaking to operate inaccordance with Islamic Sharia’a rules and principles are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statements based onour audit.

We conducted our audit in accordance with International Standards on Auditing. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe thatour audit provides a reasonable basis for our opinion.

In our opinion, the financial statements present fairly, in all material respects, the financialposition of the Company as of 31 December 2005 and the results of its operations and its cashflows for the year then ended in accordance with International Financial Reporting Standards andthe Sharia’a rules and principles as determined by the Sharia’a Supervisory Board of theCompany.

We also confirm that in our opinion proper books of account have been kept by the Company,and the contents of the report of the Board of Directors relating to these financial statements arein agreement with the books of account. We have obtained all the information and explanationswhich we required for the purpose of our audit and, to the best of our knowledge and belief, noviolations of the UAE Commercial Companies Law of 1984 (as amended) or of the articles ofassociation of the company have occurred during the year which would have had a material effecton the business of the Company or on its financial position.

22 January 2006


F-77


ERNST & YOUNG


Tamweel L.L.C.INCOME STATEMENTYear ended 31 December 2005

2005 2004Notes AED’000 AED’000


Income from sale of development property, net 4 22,548 20,592

Fees and other income 5 31,175 8,014─────── ───────


General and administrative expenses 6 (35,642) (18,235)

Finance (cost) income, net 7 (22,120) 1,921─────── ───────

PROFIT FOR THE YEAR 42,202 17,985═══════ ═══════

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Tamweel L.L.C.BALANCE SHEETAt 31 December 2005

2005 2004Notes AED’000 AED’000

ASSETSBank balances and cash 162,011 87,653Accounts receivable and prepayments 8 107,271 55,793Islamic financing and investing assets 9 1,285,852 266,507Investments carried at fair value through income statement 10 1,030 -Fixed assets 12 17,884 5,093

─────── ───────TOTAL ASSETS 1,574,048 415,046

═══════ ═══════

SHAREHOLDERS’ EQUITY AND LIABILITIESCapital and reservesShare capital 13 450,000 300,000Statutory reserve 14 6,019 1,799Retained earnings - 16,186Proposed dividend 15 52,434 -

─────── ───────Total shareholders’ equity 508,453 317,985

─────── ───────LiabilitiesZakat payable 1,734 -Accounts payable 11,866 19,688Accruals and other payables 16 41,763 2,226Deferred commission income 4,758 -Financing arrangements 17 1,005,000 75,000Employees’ end of service benefits 474 147

─────── ───────Total liabilities 1,065,595 97,061

─────── ───────TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 1,574,048 415,046

═══════ ═══════

____________________ _____________________Chairman Director22 January 2006 22 January 2006

F-79


KHALID AL KAMDA SAAD ABDUL RAZZAK


Tamweel L.L.C.STATEMENT OF CASH FLOWSYear ended 31 December 2005

2005 2004Notes AED’000 AED’000

OPERATING ACTIVITIESProfit for the year 42,202 17,985Adjustments for:Depreciation 12 1,198 1,066Loss on disposal of fixed assets - 6Provision for employees’ end of service benefits 327 147Provision for impairment of Islamic financing and investing assets 9 2,800 -Movement in fair value of investments (30) -Finance cost (income), net 7 22,120 (1,921)

─────── ───────68,617 17,283

Working capital changes:Accounts receivable and prepayments 8 (51,478) (55,793)Islamic financing and investing assets 9 (1,022,145) (266,507)Accounts payable (7,822) 19,688Accruals and other payables 16 39,537 2,226Deferred commission income 4,758 -

─────── ───────Net cash used in operating activities (968,533) (283,103)

─────── ───────

INVESTING ACTIVITIESPurchase of fixed assets 12 (13,989) (6,197)Purchase of investments carried at

fair value through income statement (1,000) -Proceeds from disposal of fixed assets - 32Finance (cost) income, net 7 (22,120) 1,921

─────── ───────Net cash used in investing activities (37,109) (4,244)

─────── ───────

FINANCING ACTIVITYIssue of shares 13 150,000 -Financing arrangements contracted 17 1,080,000 75,000Financing arrangements repaid (150,000) -

─────── ───────Cash from financing activity 1,080,000 75,000

─────── ───────

INCREASE (DECREASE) IN BANK BALANCES AND CASH 74,358 (212,347)

Bank balances and cash at 1 January 87,653 300,000─────── ───────

BANK BALANCES AND CASH AT 31 DECEMBER 162,011 87,653═══════ ═══════

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Tamweel L.L.C.STATEMENT OF CHANGES IN EQUITYYear ended 31 December 2005

Share Statutory Retained Proposedcapital reserve earnings Dividend TotalAED’000 AED’000 AED’000 AED’000 AED’000

`Balance at 1 January 2004 300,000 - - - 300,000

Net profit for the year - - 17,985 - 17,985

Transfer to statutory reserve - 1,799 (1,799) - -─────── ─────── ─────── ─────── ───────

Balance at 31 December 2004 300,000 1,799 16,186 - 317,985

Issue of shares 150,000 - - - 150,000

Net profit for the year - - 42,202 - 42,202

Transfer to statutory reserve - 4,220 (4,220) - -

Zakat - - (1,734) - (1,734)

Proposed dividend (note 15) - - (52,434) 52,434 -─────── ─────── ─────── ─────── ───────

Balance at 31 December 2005 450,000 6,019 - 52,434 508,453═══════ ═══════ ═══════ ═══════ ═══════

F-81


Tamweel L.L.C.NOTES TO THE FINANCIAL STATEMENTSAt 31 December 2005

1 ACTIVITIES

Tamweel L.L.C. (the “Company”) is registered as a limited liability company in accordance with UAE FederalLaw No (8) of 1984, as amended.

The Company is licensed by the UAE Central Bank as a finance company and is primarily engaged in Islamicfinancing and investment activities such as Ijara, Murabaha, Istina’a etc. The Company is also engaged in thebusiness of property development. The activities of the Company are conducted in accordance with IslamicSharia’a, which prohibits usury, and within the provisions of its Articles and Memorandum of Association.

The registered address of the Company is P.O. Box 111555, Dubai, United Arab Emirates.


Basis of preparationThe financial statements have been prepared in accordance with International Financial Reporting Standards,Sharia’a rules and principles as determined by the Company’s Sharia’a Supervisory Board and applicablerequirements of United Arab Emirates laws.

The financial statements have been presented in thousands of UAE Dirhams being the functional currency of thecompany.

The financial statements are prepared under the historical cost convention modified to include the measurement atfair value of investments carried at fair value through the income statement.

The accounting policies are consistent with those used in the previous year. Revisions to International FinancialReporting Standards becoming mandatory for financial years beginning on or after 1 January 2005 have had noeffect on the accounting policies adopted by the company.

DefinitionsThe following terms are used in the financial statements with the meaning specified:

IjarahAn agreement whereby the Company (lessor) purchases or leases an asset according to the customer’s request(lessee), based on his promise to lease the asset for a specific period and against certain rent installments. Ijaracould end by transferring the ownership of the asset to the lessee.

MurabahaAn agreement whereby the Company sells to a customer a commodity which the Company has purchased andacquired based on a promise received from the customer to buy the item purchased according to specific terms andconditions. The selling price comprises the cost of the commodity and an agreed profit margin.

Istisna’aAn agreement between the Company and a third party whereby the Company commits itself to construct specificassets or properties. The price and specifications of the assets or properties are agreed at the outset between theclient and the Company. In addition, a construction supervision fee is paid by the client to the Company inphases, equivalent to the progress in the construction of the asset or property.

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Revenue recognitionSale of propertyRevenue on sale of apartments is recognized on the basis of percentage completion as and when all of thefollowing conditions are met:• A sale is consummated and contracts are signed;• The buyer’s investment, to the date of the financial statements, is adequate to demonstrate a commitment to

pay for the property;• Construction work has commenced, with engineering, design work and site clearance being completed;• The buyer is committed. The buyer is unable to require a refund except for non-delivery of the unit.

Management believes that the likelihood of the Company being unable to fulfil its contractual obligations forthese reasons is remote; and

• The aggregate sales proceeds and costs can be reasonably estimated.

IjarahIjarah income is recognised on a time-apportioned basis over the lease term.

MurabahaMurabaha income is recognised on a time-apportioned basis over the period of the contract based on the principalamounts outstanding.

Istisna’aIstisna’a revenue and the associated profit margin (difference between the cash price of al-masnoo to the customerand the Company’s total Istisna’a cost) is accounted for on a time- apportioned basis.

Processing feesProcessing fees are recognized when facilities are approved.

Cost of sale of propertyCost of sale of property includes the cost of land and development costs. Development costs include the cost ofinfrastructure and construction. The cost of sale in respect of apartments is based on the estimated proportion ofthe development cost incurred to date to the estimated total development cost for each project.

Islamic financing and investing assetsIslamic financing and investing assets consist of Ijarah contracts, Istisna’a contracts and Murabaha receivables.Istisna’a cost is measured and reported in the financial statements at a value not exceeding the cash equivalentvalue. Other Islamic financing and investing assets are stated at cost less deferred profits and any provisions forimpairment.

Cash and cash equivalentsCash and cash equivalents comprise cash on hand, bank balances and short-term deposits with an originalmaturity of three months or less.

Investments carried at fair value through income statementInvestments are classified as fair value through income statement if the fair value of the investment can be reliablymeasured and the classification as fair value through income statement is as per the strategy of the Company.Investments classified as “Investments at fair value through income statement” upon initial recognition areremeasured at fair value with all changes in fair value being recorded in the income statement.

Fair valuesFor investments quoted in an active market, fair value is determined by reference to quoted market prices. Bidprices are used for assets and offer prices are used for liabilities. The fair value of investments in mutual funds,unit trusts, or similar investment vehicles are based on the last published bid price.

For financial instruments where there is no active market fair value is normally based on one of the following:• recent transactions• brokers’ quotes

The estimated fair value of corporate deposits is the amount payable on demand.

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Fixed assetsFixed assets are stated at cost less accumulated depreciation and any impairment in value. Land and capital work-in progress are not depreciated.

Depreciation is calculated on a straight line basis over the estimated useful lives of the assets as follows:

Leasehold improvements 5 yearsOffice equipment 5 yearsNetworks and servers 4 yearsFurniture and fixtures 4 yearsComputer equipment 3 years

The carrying values of fixed assets are reviewed for impairment when events or changes in circumstances indicatethe carrying value may not be recoverable. If any such indication exists and where the carrying values exceed theestimated recoverable amount, the assets are written down to their recoverable amount.

Expenditure incurred to replace a component of an item of fixed assets that is accounted for separately iscapitalised and the carrying amount of the component that is replaced is written off. Other subsequentexpenditure is capitalised only when it increases future economic benefits of the related item of fixed assets. Allother expenditure is recognised in the income statement as the expense is incurred.

Impairment and uncollectibility of financial assetsAn assessment is made at each balance sheet date to determine whether there is objective evidence that a specificfinancial asset may be impaired. If such evidence exists, any impairment loss is recognised in the incomestatement. Impairment is determined as follows:

(a) For assets carried at fair value, impairment is the difference between cost and fair value;(b) For assets carried at cost, impairment is the difference between cost and the present value of

future cash flows discounted at the current market rate of return for a similar financial asset.

DepositsDeposits are carried at cost, less amounts repaid.

Accounts payable and accrualsLiabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by thesupplier or not.

ProvisionsProvisions are recognized when the Company has an obligation (legal or constructive) arising from a past event,and the costs to settle the obligation are both probable and able to be reliably measured.

ZakatZakat is computed as per the Company’s Articles and Memorandum of Association and is approved by theCompany’s Sharia’a Supervisory Board on the following basis:

• Zakat on shareholders’ equity is computed as the aggregate of general and legal reserves, provision fordoubtful debt, retained earnings and provision for staff gratuity as multiplied by 2.577%.

• Zakat is disbursed by a committee appointed by the Board of Directors and operating as per the by-law set bythe Board.

• Zakat on the paid up capital is not included in the zakat computations and is payable by the shareholderspersonally.

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Employees’ end of service benefitsWith respect to its national employees, the Company makes contributions to a pension fund established by theGeneral Pension and Social Security Authority calculated as a percentage of the employees’ salaries. TheCompany’s obligations are limited to these contributions, which are recognised in the income statement when due.

The Company provides end of service benefits to its other employees. The entitlement to these benefits is basedupon the employees’ salary and length of service, subject to the completion of a minimum service year. Theexpected costs of these benefits are accrued over the year of employment.

Foreign currenciesTransactions in foreign currencies are recorded at rate ruling at the date of the transaction. Monetary assets andliabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheetdate. All differences are taken to the income statement.

IFRSs and interpretation issued but not yet effective

The following IFRSs and Interpretations have been issued but are not yet mandatory, and have not been adoptedby the Company:

• IFRS 6 Exploration for and Evaluation of Mineral Resources• IFRIC 3 Emission Rights• IFRIC 5 Rights to Interests Arising from Decommissioning, Restoration and Environmental Rehabilitation

Funds

These Standards and Interpretations do not apply to the activities of the Company.

• IFRIC 4 Determining Whether an Arrangement Contains a Lease

This Interpretation is required to be applied for annual years beginning on or after 1 January 2006, but is notexpected to have a material impact on the financial statements of the Company.

3 INCOME FROM ISLAMIC FINANCING AND INVESTING ASSETS2005 2004

AED’000 AED’000

Ijarah 28,163 3,436Murabaha 2,832 1,281Istisna’a 15,246 976

─────── ───────46,241 5,693

═══════ ═══════

4 INCOME FROM SALE OF DEVELOPMENT PROPERTY, NET2005 2004

AED’000 AED’000

Revenue from sale of property 60,204 40,280Cost of sale of property (note 11) (37,656) (19,688)

─────── ───────22,548 20,592

═══════ ═══════

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5 FEES AND OTHER INCOME2005 2004

AED’000 AED’000

Processing and arrangement fees 13,322 5,111Commission income 9,678 -Gain on investment earned at fair value through income statement 30 -Others 8,145 2,903

─────── ───────31,175 8,014

═══════ ═══════

6 GENERAL AND ADMINISTRATIVE EXPENSES2005 2004

AED’000 AED’000

Staff costs 20,830 7,701Advertisement and public relations services 5,955 4,379Rent 1,483 809Depreciation 1,198 1,066Legal and professional expenses 740 1,514Commissions 52 1,296Others 5,384 1,470

─────── ───────35,642 18,235

═══════ ═══════

7 FINANCE (COST) INCOME, NET2005 2004

AED’000 AED’000

Income on deposits - 2,528Bank charges (844) (305)Mudaraba charges (18,965) (302)Corporate deposit charges (2,311) -

─────── ───────(22,120) 1,921

═══════ ═══════

8 ACCOUNTS RECEIVABLE AND PREPAYMENTS2005 2004

AED’000 AED’000

Commission income receivable 14,036 -Receivables on sale of property 44,333 20,875Advance for purchase of properties 27,889 25,299Accrued profit on Islamic financing and investing assets 13,946 5,685Prepaid expenses 5,302 1,025Others 1,765 2,909

─────── ───────107,271 55,793

═══════ ═══════

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9 ISLAMIC FINANCING AND INVESTING ASSETS2005 2004

AED’000 AED’000

Ijarah 819,587 197,767Murabaha 27,337 45,814Istisna’a 441,728 22,926

─────── ───────1,288,652 266,507

Provision for impairment (2,800) -─────── ───────1,285,852 266,507═══════ ═══════

10 INVESTMENTS CARRIED AT FAIR VALUE THROUGH INCOME STATEMENT

The Company holds investments in managed funds which are classified as investments carried at fair valuethrough income statement.

These investments are carried at fair value based on the last published bid price received from the fund manager.

11 DEVELOPMENT PROPERTY2005 2004

AED’000 AED’000

Costs incurred during the year 37,656 19,688Less: Transferred to cost of sale of property (note 4) (37,656) (19,688)

─────── ───────- -

═══════ ═══════

12 FIXED ASSETSSoftware

Furniture licenses and Network CapitalLeasehold Office and computer and work in

improvement equipments fixtures equipments server progress TotalAED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000

Cost:At 1 January 2005 - 337 1,672 1,525 - 2,623 6,157Additions 778 299 420 3,653 858 7,981 13,989

───── ───── ───── ───── ───── ───── ─────At 31 December 2005 778 636 2,092 5,178 858 10,604 20,146

───── ───── ───── ───── ───── ───── ─────Depreciation:At 1 January 2005 - 80 407 577 - - 1,064Charge for the Year 102 97 354 522 123 - 1,198

───── ───── ───── ───── ───── ───── ─────At 31 December 2005 102 177 761 1,099 123 - 2,262

───── ───── ───── ───── ───── ───── ─────Net book value:At 31 December 2005 676 459 1,331 4,079 735 10,604 17,884

═════ ═════ ═════ ═════ ═════ ═════ ═════At 31 December 2004 - 257 1,265 948 - 2,623 5,093

═════ ═════ ═════ ═════ ═════ ═════ ═════

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13 SHARE CAPITAL2005 2004

AED’000 AED’000

Issued and fully paid:450,000 (2004: 300,000) shares of AED 1,000 each 450,000 300,000

═══════ ═══════


As required by the Commercial Companies Law and the Company's Articles of Association, 10% of the profit forthe year has to be transferred to statutory reserve. The Company may resolve to discontinue such annual transferswhen the reserve totals 50% of paid up share capital.

15 PROPOSED DIVIDEND

The Board of Directors has proposed cash dividend of AED 0.12 per share totaling AED 52,434 thousand, whichis subject to the approval of the shareholders at the annual general meeting.

16 ACCRUALS AND OTHER PAYABLES2005 2004

AED’000 AED’000

Accrued Mudaraba charges 18,443 190Accruals for capital expenditures 9,745 -Accrued corporate deposits charges 2,310 -Other payables 11,265 2,036

─────── ───────41,763 2,226

═══════ ═══════

17 FINANCING ARRANGEMENTS2005 2004

AED’000 AED’000

Mudaraba obligations 700,000 75,000Corporate deposits 305,000 -

─────── ───────1,005,000 75,000═══════ ═══════

Mudaraba obligationsThe Company has Mudaraba obligations of AED 675 million with Dubai Islamic Bank P.J.S.C. (2004: AED 75million) and AED 25 million with Istithmar Private Joint Stock Company (2004: NIL).

Mudaraba facilities obtained from Dubai Islamic Bank contain varying profit and loss distribution ratios subject toa minimum return, based on EIBOR, determined at the inception of the arrangement. Minimum return variedbetween 3.62% to 5.5%. These arrangements can be rolled forward at the end of the initial term subject to themutual consent of both parties. These facilities are repayable within one year.

Mudaraba facilities with Istithmar Private Joint Stock Company contain a profit and loss distribution ratio of(30:70) subject to a minimum return of 3.80%, based on EIBOR, determined at the inception of the arrangement.These arrangements can be renewed at the end of the initial term subject to the mutual consent of both parties.The repayment is due within a year.

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17 FINANCING ARRANGEMENTS - continued

Corporate depositsThese are deposits from companies in the United Arab Emirates. These deposits are denominated in UAEDirhams and carry profit returns varying between 4.2% and 5.75%.


Related parties represent major shareholders, directors and key management personnel of the Company, andcompanies of which they are principal owners (affiliated companies). Pricing policies and terms of thesetransactions are approved by the Company’s management.


2005 2004Income Expenses Income ExpensesAED’000 AED’000 AED’000 AED’000

Major shareholders - 19,287 - 607Directors and key management personnel - 750 - 875Other related parties - - - 94

────── ────── ────── ──────- 20,037 - 1,576

══════ ══════ ══════ ══════


2005 2004Capital Capital

commitments Receivables Payables commitments Receivables PayablesAED’000 AED’000 AED’000 AED’000 AED’000 AED’000

Affiliated companies 235,462 42,881 11,866 227,692 27,589 19,687Major shareholders - - 700,000 - - 75,000

────── ────── ────── ────── ────── ──────235,462 42,881 711,866 227,652 27,589 94,687══════ ══════ ══════ ══════ ══════ ══════

Compensation of Key Management Personnel2005 2004

AED’000 AED’000

Short term benefits 4,778 1,578Terminal benefits 110 50

─────── ───────4,888 1,628

═══════ ═══════

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19 COMMITMENTS

Credit-related commitmentsFinancing-related commitments include commitments to extend finance designed to meet the requirements of theCompany’s customers.

Commitments to extend financing represent contractual commitments to provide Islamic financing.Commitments generally have fixed expiration dates, or other termination clauses, and normally require thepayment of a fee. Since commitments may expire without being drawn upon, the total contract amounts do notnecessarily represent future cash requirements.

The Company has the following credit related commitments:2005 2004

AED’000 AED’000

Irrevocable commitments to extend credit 954,233 963,848═══════ ═══════

Capital commitmentAs at 31 December 2005, the Company was committed to capital expenditure of AED 235,462 thousands (31December 2004: AED 227,692 thousands).

20 CONTINGENCIES

(a) The Company has entered into certain lease agreements amounting to AED 1,288 million (US$ 350 million)with customers of Nakheel L.L.C. (“Nakheel”) which are recorded as off-balance sheet items in the books of theCompany. The Company has also entered into securitization and service agreements with Nakheel L.L.C. andEmirates National Securities Corporation (ENSeC) in connection with these lease agreements. The combinedlegal effect of these agreements is that the Company is acting on behalf of Nakheel in term of its arrangementswith Nakheel’s customers. In return it receives a service fee. Any amount received from credit customers ispassed by the Company to Trustees on behalf of Nakheel.

Furthermore, as per the agreements, the Company is liable to ENSeC for any defaults by the credit customers.However, Nakheel has provided an irrevocable indemnity to the Company to make good any defaults by thecustomers and has also provided security in this regard. Accordingly, in the opinion of management the Companyhas minimal credit risk. The Company has obtained approval from the UAE Central Bank to account for the leaseagreements as an off-balance item.

(b) The Company’s bankers have provided a guarantee of AED 50 million favoring the UAE Central Bank againstthe share capital.

21 RISK MANAGEMENT

Pricing riskPricing risk, comprising market and valuation risks, is managed on the basis of pre-determined asset allocationsacross various asset categories, a continuous appraisal of market conditions and trends and management’sestimate of long and short term changes in fair value.

Credit riskCredit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause theother party to incur a financial loss.

There are formal procedures to assess and monitor credit risk as part of the process of advancing finance. Inaddition, management regularly reviews the state of receivables and provision is made for any specific balancesconsidered doubtful of recovery. The credit risk is reduced since all assets and finance receivables are consideredto be fully secured by direct ownership or mortgage over the assets financed.

The Company’s customers are mainly based in the United Arab Emirates. At 31 December 2005, there was nosignificant concentration of credit risk.

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21 RISK MANAGEMENT – continued

Liquidity riskLiquidity risk is the risk that an institution will be unable to meet its net funding requirements. Liquidity risk canbe caused by market disruptions or credit downgrades which may cause certain sources of funding to dry upimmediately. To guard against this risk, management have diversified funding sources and assets are managedwith liquidity in mind, maintaining a healthy balance of cash and cash equivalents.

The table below summarises the maturity profile of the Company’s assets and liabilities. The contractualmaturities of assets and liabilities have been determined on the basis of the remaining period at the balance sheetdate to the contractual maturity date. The maturity profile is monitored by management to ensure adequateliquidity is maintained.


Less than 3 months Over3 months to 1 year 1 year TotalAED’000 AED’000 AED’000 AED’000

AssetsCash and deposits with banks 162,011 - - 162,011Accounts receivable and prepayments 4,078 49,731 53,462 107,271Islamic financing and investing assets 212,538 155,253 918,061 1,285,852Investments carried at fair value throughincome statement - 1,030 - 1,030

─────── ─────── ─────── ───────378,627 206,014 971,523 1,556,164

─────── ─────── ───────Fixed assets 17,884

───────1,574,048═══════

Shareholders’ equity and liabilitiesZakat payable - 1,734 - 1,734Accounts payable - 11,866 - 11,866Accruals and other payables 23,684 18,079 - 41,763Deferred commission income 93 179 4,486 4,758Financing arrangements 700,000 305,000 - 1,005,000Employees’ end of service benefits - - 474 474

─────── ─────── ─────── ───────723,777 336,858 4,960 1,065,595

─────── ─────── ───────Equity 508,453

───────1,574,048═══════

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21 RISK MANAGEMENT – continued

31 December 2004Less than 3 months Over3 months to 1 year 1 year TotalAED’000 AED’000 AED’000 AED’000

AssetsCash and deposits with banks 87,653 - - 87,653Accounts receivable and prepayments 34,918 20,875 - 55,793Islamic financing and investing assets 16,241 29,726 220,540 266,507

─────── ─────── ─────── ───────138,812 50,601 220,540 409,953

─────── ─────── ───────Fixed assets 5,093

───────415,046

═══════Shareholders’ equity and liabilitiesAccounts payable 19,688 - - 19,688Accruals and other payables 2,226 - - 2,226Financing arrangements - 75,000 - 75,000Employees’ end of service benefits - - 147 147

─────── ─────── ─────── ───────21,914 75,000 147 97,061

─────── ─────── ───────Equity 317,985

───────415,046

═══════

Currency riskCurrency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchangerates. The Company has no material assets or liabilities in currencies other than UAE Dirhams. Accordingly, theCompany is not subject to significant currency risk.

F-92




Primary segment informationFor management purposes the company is organised into two major business segments:

Islamic Financing andInvesting activity - Principally handling Islamic financing and investing activities.

Property development - Principally involved in the development and sale of property.

These segments are the basis on which the company reports its primary segment information. Other operations ofthe company comprise the operations and financial control groups.

Segmental information for the year ended 31 December 2005 was as follows:

Islamicfinancing and

Property investingdevelopment activities Other TotalAED’000 AED’000 AED’000 AED’000

Gross income 22,548 59,563 17,853 99,964Provision for impairment - (2,800) - (2,800)

────── ────── ────── ──────

Segment result 22,548 34,643 17,853 75,044Unallocated costs (32,842)

──────Net profit for the year 42,202

═══════OTHER INFORMATION

Segment assets 44,333 1,299,798 14,036 1,358,167Unallocated assets 215,881

──────Total assets 1,574,048

──────Segment liabilities 16,128 1,030,810 4,758 1,051,696Unallocated liabilities 13,899

──────Total liabilities 1,065,595

═══════

F-93



22 SEGMENTAL INFORMATION – continued

Segmental information for the year ended 31 December 2004 was as follows:

Islamicfinancing and

Property investingdevelopment activities Other TotalAED’000 AED’000 AED’000 AED’000

Gross income 20,592 13,332 2,903 36,827────── ────── ────── ──────

Segment result 20,592 12,725 2,903 36,220Unallocated costs (18,235)

──────

Net profit for the year 17,985═════

OTHER INFORMATION

Segment assets 22,312 266,507 - 288,819Unallocated assets 126,227

──────Total assets 415,046

──────Segment liabilities 19,688 53,412 - 73,100Unallocated liabilities 23,961

──────Total liabilities 97,061

═════

No secondary segment information has been provided as the company operates only in the United Arab Emirates.



Financial assets include cash and deposits with banks, trade accounts receivable and Islamic financing andinvesting assets and investment carried at fair value through income statement. Financial liabilities includepayables, accruals, Mudaraba obligations and corporate deposits.


24 KEY SOURCES OF ESTIMATION UNCERTAINTY

Impairment of Islamic financing and investing assetsAn estimate of the collectible amount of Islamic financing and investing assets is made when collection of the fullamount is no longer probable. For individually significant amounts, this estimation is performed on an individualbasis. Amounts which are not individually significant, but which are past due, are assessed collectively and aprovision applied according to the length of time past due, based on historical recovery rates.

At the balance sheet date, gross trade accounts receivable were AED 1,288,652 thousand, and the provision fordoubtful debts was AED 2,800 thousand. Any difference between the amounts actually collected in future yearsand the amounts expected will be recognised in the income statement.

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25 COMPARATIVES

The corresponding figures for 2004 have been reclassified in order to conform with the presentation for thecurrent year. Such reclassifications do not affect previously reported net profit and shareholders’ equity and havebeen made in light of changes in International Financial Reporting Standards and to improve the quality ofinformation presented.

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ISSUER AND TRUSTEE

Tamweel Sukuk Limitedc/o Maples Finance Limited

PO Box 1093Queensgate House

Grand Cayman, KY1-1102Cayman Islands

OBLIGOR

Tamweel PJSCBusiness Avenue Building

Mezzanine FloorPO Box 111555

DubaiUnited Arab Emirates

PRINCIPAL PAYING AGENT, CALCULATION AGENT AND REPLACEMENT AGENT

The Bank of New York Mellon, acting through its London BranchOne Canada Square

Canary WharfLondon E14 5ALUnited Kingdom

DELEGATE

BNY Corporate Trustee Services LimitedOne Canada Square

Canary WharfLondon E14 5ALUnited Kingdom

REGISTRAR AND TRANSFER AGENT

The Bank of New York (Luxembourg) S.AAerogolf Center

1A Hoehenhof, L-1736Luxembourg

LEGAL ADVISERS

To the Joint Lead Managers To Tamweelas to English law and to UAE law as to English law and to UAE law

Lovells (Middle East) LLP Allen & Overy LLPLevel 6, Al Attar Business Tower Suite101/202, Level 1&2

Sheikh Zayed Road The Gate Village Building GV08PO Box 506602 Dubai International Financial Centre

Dubai, United Arab Emirates PO Box 506678Dubai, United Arab Emirates

To the Delegate as to English law To the Issuer as to Cayman Islands law

Lovells LLP Maples and CalderAtlantic House 5th Floor,

Holborn Viaduct The Exchange Building,London ECIA 2FG Dubai International Financial Centre,United Kingdom PO Box 119980



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