IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

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1 Level: 5 From: 5 Wednesday, June 13, :19 pm mac Important Notice : 3685 Important Notice IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus following this page or otherwise received as a result of such access and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached prospectus. In accessing the attached prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: By accessing this prospectus you have confirmed to BNP Paribas (the Lead Manager ), URC Sukuk Limited and United Real Estate Company S.A.K. ( UREC ) that (i) you have understood and agree to the terms set out herein, (ii) you are not a U.S. person (within the meaning of Regulation S of the U.S. Securities Act 1933, as amended (the Securities Act )) or acting on behalf of any U.S. person and that the electronic mail address you have given to us is not located in the United States, its territories and possessions, and (iii) you consent to delivery by electronic transmission. This prospectus has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Lead Manager nor any of its respective affiliates nor the Issuer nor UREC accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version. You are reminded that the attached prospectus has been delivered to you on the basis that you are a person into whose possession this prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this prospectus, electronically or otherwise, to any other person and in particular to any U.S. person or to any U.S. address. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Restrictions: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. Under no circumstances shall this prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these certificates in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this prospectus who intend to subscribe for or purchase the certificates are reminded that any subscription or purchase may only be made on the basis of the information contained in the final prospectus. Any certificates to be issued will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered in the United States or to U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. The certificates represent interests in a collective investment scheme (as defined in the Financial Services and Markets Act 2000) which has not been authorised, recognised or otherwise approved by the UK Financial Services Authority (FSA). Accordingly, the prospectus is not being distributed to, and must not be passed on to, the general public in the UK. Rather, the communication of the prospectus as a financial promotion is only being made to those persons falling within Article 12, Article 19(5) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and within Article 8, Article 14(5) or Article 22 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, or to other persons to whom this prospectus may otherwise be distributed without contravention of sections 21 or 238 of the Financial Services and Markets Act 2000, or any person to whom it may otherwise lawfully be made. This communication is being directed only at persons having professional experience in matters relating to investments and any investment or investment activity to which this communication relates will be engaged in only with such persons. No other person should rely on it.

2 Level: 5 From: 0 Monday, June 11, :13 am g5mac Intro : 3685 Intro URC SUKUK LIMITED (Cayman Islands exempted Limited Liability Company) U.S.$100,000,000 Trust Certificates due 2012 The issue price of the U.S.$100,000,000 Trust Certificates (Sukuk Al-Musharaka) due 2012 (the Certificates or the Sukuk ) of URC Sukuk Limited (the Issuer ) is 100 per cent. of their principal amount. The Certificates will be constituted by a declaration of trust (the Declaration of Trust ) dated on or about 13 June 2007 (the Closing Date ) made by the Issuer. Pursuant to the Declaration of Trust, the Issuer will declare that it will hold certain assets, primarily consisting of all of its rights, title and interest in, to and under the musharaka (the Musharaka ) constituted by the musharaka agreement (the Musharaka Agreement ) dated on or about the Closing Date and entered into between the Issuer as a partner and the United Real Estate Company S.A.K. ( UREC ) as a partner and the rights under, inter alia, the Transaction Documents and the Transaction Account (each as defined herein) and all proceeds of the foregoing, upon trust absolutely for the holders of the Certificates, pro rata according to the principal amount of Certificates held by each Certificateholder (as defined herein) in accordance with the Declaration of Trust and the terms and conditions of the Certificates (the Conditions ). The capital of the Musharaka created pursuant to the terms of the Musharaka Agreement shall be the sum of U.S.$130,000,000. On the Closing Date, the Issuer shall contribute U.S.$100,000,000 of the capital of the Musharaka and UREC shall make a contribution in kind of a minimum of U.S.$30,000,000 constituted by UREC vesting into the Musharaka all of UREC s rights, benefits and interests to use certain real estate and properties that have a minimum market value of U.S.$30,000,000. On 13 September 2007 (the First Periodic Distribution Date ) and the 13th day of each March, June, September and December commencing on the First Periodic Distribution Date (each, a Periodic Distribution Date ), the Issuer will pay Periodic Distribution Amounts (as defined herein) to Certificateholders calculated on the basis of (i) LIBOR (as defined herein) plus 1.50 per cent. per annum, on the outstanding principal amount of the Certificates as at the beginning of the relevant Return Accumulation Period (as defined herein) on an actual/360 basis plus (ii) in respect of each Periodic Distribution Date that is an Amortisation Distribution Date (being 13 June and 13 December of each year, commencing on 13 June 2010 and through and including 13 June 2012) an amortisation payment of (a) U.S.$20,000,000, being 20 per cent. of the initial principal amount of the Certificates, plus (b) any additional costs. The Issuer shall pay Periodic Distribution Amounts and Amortisation Distribution Amounts solely from the proceeds received in respect of the Trust Assets (as defined herein). Unless previously redeemed in the circumstances described in Condition 8 (Dissolution of Trust), the Certificates will be redeemed on the Periodic Distribution Date falling in June 2012 (the Scheduled Dissolution Date ) at the Dissolution Distribution Amount (as defined herein). Application has been made to the United Kingdom Financial Services Authority ( FSA ), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the Prospectus Directive ) and relevant implementation measures in the United Kingdom, for this prospectus (the Prospectus ) to be approved. Application has been made to the London Stock Exchange plc (the London Stock Exchange ) for the Certificates to be admitted to listing on the Official List of the London Stock Exchange and traded on the Gilt Edged and Fixed Income Market of the London Stock Exchange. This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive and relevant implementing measures in the United Kingdom. References in this Prospectus to Certificates being listed (and all related references) shall mean that such Certificates have been admitted to trading on the Gilt Edged and Fixed Interest Market of the London Stock Exchange, which is a regulated market for the purposes of Directive 93/22/EEC. Investing in the Certificates involves certain risks as more fully described in Risk Factors. The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Certificates are being offered, sold or delivered solely to non-u.s. Persons (as defined in Regulation S of the Securities Act ( Regulation S )) outside the United States in reliance on Regulation S. Each purchaser of the Certificates is hereby notified that the offer and sale of Certificates to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S. Delivery of the Certificates in book-entry form will be made on the Closing Date. The Certificates will be issued in registered form in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Certificates will be represented at all times by interests in a registered form global certificate without coupons attached (the Global Certificate ), deposited on or about the Closing Date with a common depositary for Euroclear Bank S.A/N.V. as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Definitive Certificates evidencing holdings of interests in the Certificates will be issued in exchange for interests in the Global Certificate only in certain limited circumstances described herein. Global Coordinator, Sole Bookrunner and Senior Joint Lead Manager BNP PARIBAS Senior Joint Lead Manager NBK Capital Joint Lead Managers Boubyan Bank K.S.C. Gulf International Bank B.S.C. Qatar Islamic Bank Co-Lead Managers AL-Amin Bank E.C. Co-Manager SHUAA Capital A A A A A A A A A A A A A The date of this Prospectus is 11 June 2007

3 Level: 5 From: 5 Friday, June 8, :14 pm mac Intro : 3685 Intro The Prospectus comprises a prospectus given in compliance with the listing rules made under Section 73A of FSMA by the UK Listing Authority for the purpose of giving information with regard to the Issuer, UREC and the Certificates. Each of UREC and the Issuer having taken all reasonable care to ensure that such is the case and confirm that the information contained in this Prospectus is, to the best of its knowledge in accordance with the facts and contains no omission likely to affects its import. Accordingly, each of UREC and the Issuer accept responsibility for the information contained in this Prospectus. A9.1.1 A9.1.1 A9.1.2 A9.1.2 A A No person has been authorised to give any information or to make any representation regarding the Issuer and UREC respectively, or the Certificates other than as contained in this Prospectus or as approved for such purpose by the Issuer or UREC in connection with the offering of the Certificates. Any such representation or information should not be relied upon as having been authorised by the Issuer, UREC, or BNP Paribas (the Lead Manager ). Neither the delivery of this Prospectus nor the offering, sale or delivery of any Certificate shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (economic, political, financial or otherwise) of the Issuer or UREC since the date of this Prospectus. The Lead Manager has not verified the information contained herein. Accordingly, no representation or warranty is made or implied by the Lead Manager or any of its affiliates and neither the Lead Manager nor any respective affiliate makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer or UREC in connection with the Certificates, their distribution or their future performance. This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Certificates. It is intended only to provide information to assist potential investors in deciding whether or not to subscribe for or purchase Certificates in accordance with the terms and conditions specified by the Lead Manager. The Certificates may not be offered or sold, directly or indirectly, and this Prospectus may not be circulated, in any jurisdiction except in accordance with the legal requirements applicable to such jurisdiction. The distribution of this Prospectus and the offering, sale and delivery of Certificates in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, UREC and the Lead Manager to inform themselves about and to observe any such restrictions. This Prospectus may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. For a description of certain restrictions on offers, sales and deliveries of Certificates and on distribution of this Prospectus and other offering material relating to the Certificates see the section entitled Subscription and Sale. Save as mentioned under Subscription and Sale, no action has been or will be taken to permit a public offering of the Certificates in any jurisdiction where any act would be required for that purpose. Neither this Prospectus nor any other information supplied in connection with the Certificates is intended to provide the basis of any credit or other evaluation or should be considered as a recommendation by the Issuer, UREC or the Lead Manager that any recipient of this Prospectus should purchase any of the Certificates. Each investor contemplating purchasing any Certificates should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and UREC. Notice to UK residents The Certificates represent interests in a collective investment scheme (as defined in FSMA) which has not been authorised, recognised or otherwise approved by the U.K. Financial Services Authority ( FSA ). Accordingly, this Prospectus is not being distributed to, or promoted to and must not be passed on to persons in the United Kingdom by any person authorised under FSMA except in accordance with an exemption. The distribution in the United Kingdom of this Prospectus and any other marketing materials relating to the Certificates (A) if effected by a person who is not an authorised person under FSMA, is being addressed to, or directed at, only the following persons: (i) persons who are Investment Professionals as defined in Article 19(5) of the FSMA (Financial Promotion) Order 2005 (the Financial Promotion Order ), (ii) overseas ii

4 Level: 5 From: 5 Friday, June 8, :14 pm mac Intro : 3685 Intro recipients within the meaning of Article 12(1)(a) of the Financial Promotion Order and (iii) persons falling within any of the categories of persons described in Article 49 (High net worth companies, unincorporated associations, etc) of the Financial Promotion Order and (B) if effected by a person who is an authorised person under FSMA, is being addressed to, or directed at, only the following persons: (i) persons falling within one of the categories of Investment Professional as defined in Article 14(5) of the FSMA (Promotion of Collective Investment Schemes) (Exemptions) Order 2005 (the Promotion of CISs Order ), (ii) overseas recipients within the meaning of Article 8(1)(a) of the Promotion of CISs Order, (iii) persons falling within any of the categories of person described in Article 22 (High net worth companies, unincorporated associations, etc.) of the Promotion of CISs Order and (iv) any other person to whom it may otherwise lawfully be made in accordance with the Promotion of CISs Order. Persons of any other description in the United Kingdom may not receive and should not act or rely on this Prospectus or any other marketing materials in relation to the Certificates. Persons of any other description in the United Kingdom may not receive and should not act or rely on this Prospectus or any other marketing materials in relation to the Certificates. Potential investors in the United Kingdom are advised that all, or most, of the protections afforded by the United Kingdom regulatory system will not apply to an investment in the Certificates and that compensation will not be available under the United Kingdom Financial Services Compensation Scheme. The contents of this Prospectus as amended or supplemented from time to time have not been approved by an authorised person in accordance with the rules of the FSA. Individuals intending to invest in any investment described in this Prospectus should consult their professional advisers and ensure that they fully understand all risks associated with making such an investment and have sufficient financial resources to sustain any loss that may arise from it. iii

5 Level: 5 From: 5 Friday, June 8, :14 pm mac Intro : 3685 Intro PRESENTATION OF FINANCIAL AND OTHER INFORMATION Unless otherwise indicated, the financial information herein has been derived from the audited consolidated financial statements of UREC as of and for the year ended 31 December 2005 (the 2005 Accounts ) and the year ended 31 December 2006 (the 2006 Accounts ) (the 2005 Accounts and 2006 Accounts together, the Financial Statements ). The Financial Statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) issued by the International Accounting Standards Board as implemented in Kuwait in accordance with the Resolution of the Ministry of Commerce and Industry No. 18/1990. References to the Government herein are to the government of the State of Kuwait. Certain figures and percentages included in this Prospectus have been subject to rounding adjustments; accordingly figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. All references in this 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 KD refer to the Kuwaiti dinar being the legal currency for the time being of Kuwait. References to a billion are to a thousand million. iv

6 Level: 5 From: 5 Friday, June 8, :14 pm mac Intro : 3685 Intro FORWARD LOOKING STATEMENTS Some statements in this Prospectus may be deemed to be forward looking statements. Forward looking statements include statements concerning the Issuer s and/or UREC s plans, objectives, goals, strategies, future operations and performance and the assumptions underlying these forward looking statements. When used in this document, the words anticipates, estimates, expects, believes, intends, plans, aims, seeks, may, will, should and any similar expressions generally identify forward looking statements. These forward looking statements are contained in Summary of the Offering, Risk Factors, UREC - Business Description and other sections of this Prospectus. Each of the Issuer and UREC has based these forward looking statements on the current view of the Issuer s or, as the case may be, UREC s management with respect to future events and financial performance. Although the Issuer or, as the case may be, UREC believes that the expectations, estimates and projections reflected in the Issuer s or, as the case may be, UREC s forward looking statements are reasonable as of the date of this Prospectus, if one or more of the risks or uncertainties materialise, including those which the Issuer or, as the case may be, UREC has identified in this Prospectus, or if any of the Issuer s or, as the case may be, UREC s underlying assumptions prove to be incomplete or inaccurate, the Issuer s or, as the case may be, UREC s actual results of operation may vary from those expected, estimated or predicted. These forward looking statements speak only as at the date of this Prospectus. Without prejudice to any requirements under applicable laws and regulations, each of UREC and the Issuer expressly disclaims any obligation or undertaking to disseminate after the date of this Prospectus any updates or revisions to any forward looking statements contained herein to reflect any change in expectations thereof or any change in events, conditions or circumstances on which any such forward looking statement is based. v

7 Level: 5 From: 5 Friday, June 8, :14 pm mac Intro : 3685 Intro CONTENTS Page Presentation of Financial and Other Information... Forward Looking Statements... iv v Use of Proceeds... 1 Overview of the Offering... 2 Risk Factors Terms and Conditions of the Certificates The Issuer Business Description Markets Financial Review Trust Assets Taxation Global Certificate Clearance and Settlement Subscription and Sale General Information Financial Statements... F-1 Shari ah Pronouncement... A-1 vi

8 Level: 5 From: 5 Friday, June 8, :14 pm mac Intro : 3685 Intro USE OF PROCEEDS The proceeds of the issue of the Certificates, being U.S.$100,000,000 will be used by the Issuer to invest with the Musharaka partner as the Issuer s Contribution to the Musharaka capital in accordance with the terms of the Musharaka Agreement. 1

9 Level: 5 From: 5 Friday, June 8, :14 pm mac Intro : 3685 Intro OVERVIEW OF THE OFFERING The information in this section is a summary of the structure relating to the Sukuk offering and does not purport to be complete. The information is taken from, and is qualified in its entirety by the remainder of this Prospectus. Words and expressions defined elsewhere in this Prospectus shall have the same meanings in this summary. Cash Flow Structure Chart The following diagram depicts a cash flow structure for the offering. Musharaka URC Sukuk Limited (the Issuer ) as partner in its capacity as partner) UREC as partner Cash in respect of sale of Units under the Purchase Undertaking Proceeds* Cash Purchase of Units Rights to use certain real estate and properties URC Sukuk Limited (in its capacity as trustee in respect of the Declaration of Trust) Purchase Undertaking UREC Periodic Distribution Amount and Amortisation Distribution Amount Dissolution Distribution Amount Proceeds Certificates Investors * The proceeds of the issue of Certificates shall be used in accordance with the Musharaka Business Plan. 2

10 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 INDICATIVE TERMS AND CONDITIONS The principal terms and conditions for the U.S.$100,000,000 Musharaka Sukuk issue (the Issue ) include, but will not be limited to, the following: Parties Issuer Ownership of the Issuer Musharaka Partners Management Agent Obligor Lead Manager and Bookrunner URC Sukuk Limited, a Cayman Islands exempted limited liability company (the Issuer ) The authorised share capital of the Issuer is US$50,000 comprising of 50,000 shares of US$1 each and the issued share capital of the Issuer is US$1,000 comprising of 1,000 shares of US$1 each. The Issuer s shares are owned by Walkers SPV Limited as a trustee (as to the Issuer s shares) pursuant to a declaration of trust dated 13 June 2007 and will be held pursuant to a charitable trust under the terms of the charitable trust dated 7 May Under the terms of the charitable trust, the share trustee will, among other things, agree not to dispose of, or otherwise deal with, the Issuer s issued shares. The share trustee will have no beneficial interest in, and derive no benefit (other than its fees) from, its holding of the shares. United Real Estate Company S.A.K. ( UREC ) and the Issuer shall enter into a Musharaka Agreement (each a Musharaka Partner and together the Musharaka Partners ) as partners in the Musharaka (as defined below). UREC (in such capacity, the Management Agent ) shall be appointed by each of the Musharaka Partners to act as agent to provide certain services to the Musharaka (as defined below) pursuant to the terms of the Management Agreement. UREC (in such capacity the Obligor ) shall execute the Purchase Undertaking (as defined below) in favour of the Issuer, pursuant to which UREC will undertake to, in certain circumstances, purchase all or a number of the Issuer s Units (as defined below) in the Musharaka. BNP Paribas A A A A A Trustee and Sukuk Agent The Issuer will act as trustee (the Trustee ) in respect of the Trust Assets (as defined below) for the benefit of the holders of the Certificates (the Certificateholders ) in accordance with the Declaration of Trust and the Conditions. Pursuant to an agency declaration dated the Closing Date made by the Issuer (the Agency Declaration ) the Issuer will also act as agent on behalf of the Certificateholders with respect to the Trust Assets. Principal Paying Agent, Transfer Agent, and Calculation Agent Registrar Citibank, N.A. Citibank, N.A. 3

11 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 Delegate Trustee Shari ah Board Auditors to the Issuer Citibank, N.A. (the Delegate Trustee ) shall be appointed pursuant to the Declaration of Trust. The Trustee will act in accordance with the directions and instructions given to it by the Delegate Trustee in the exercise of the relevant delegated powers. BNP Paribas Shari ah Supervisory Board. Ernst & Young (Al Aiban, Al Osami & Partners). Summary of the Musharaka Musharaka Agreement Pursuant to the musharaka agreement (the Musharaka Agreement ) dated on or about the Closing Date (as defined below) and entered into between the Musharaka Partners, the Musharaka Partners agree to enter into an un-incorporated joint venture (the Musharaka ) established pursuant to the Musharaka Agreement. The Musharaka will commence on the date of the Musharaka Agreement and will terminate and dissolve on the date falling five years and six months thereafter (the Musharaka End Date ). The Musharaka will only terminate and dissolve prior to the Musharaka End Date in the event that all the units are vested in any single Partner. Upon its creation, the capital of the Musharaka shall be US$130,000,000. The Issuer shall contribute US$100,000,000 (the Issuer s Contribution ) and UREC shall make a contribution in kind of no less than US$30,000,000 ( UREC s Contribution, and together with the Issuer s Contribution, the Capital Contributions ) to the capital of the Musharaka. UREC s Contribution shall consist of the vesting into the Musharaka of all UREC s rights, benefits and interests to use certain real estate and properties that have a market value of US$30,000,000. UREC s Contribution has been given a valuation agreed by the Musharaka Partners of US$30,000,000 based upon the valuation report dated 31 December 2006 prepared by UREC, subject to the assumptions contained therein. Musharaka Assets The capital of the Musharaka and all of the assets of the Musharaka, including, all assets acquired after, from or through the application of the Capital Contributions, shall be assets of the Musharaka (the Musharaka Assets ). The Musharaka Assets shall be at the disposal of the Management Agent on behalf of the Musharaka Partners. UREC s contribution to the Musharaka Assets may in certain circumstances be substituted provided always that: (i) (ii) at such time, no Dissolution Event has occurred and is continuing; the substitute property is a similar asset, with a value to be no less than the 30 per cent of the Certificates then outstanding as shown in a valuation report carried out not more than 3 months prior to the date of the 4

12 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 transfer by a firm of independent property surveyors or valuers of international repute and on substantially the same basis as the valuation carried out in respect of UREC s initial contribution to the Musharaka Assets as of the Closing Date; and (iii) any costs and expenses (including legal fees, notarial registration fees and taxes, if any) to effect the substitution must be paid in full by UREC. Units Each Musharaka Partner s entitlement to the Musharaka Assets will be an undivided ownership interest in the Musharaka Assets (each ranking pari passu without preference) and shall constitute units (each a Unit and together the Units ). As at the Closing Date, the Issuer shall hold 49 Units and UREC shall hold 51 Units. Subject to UREC s right to substitute its contribution to the Musharaka Assets (as described above), no Musharaka Partner may withdraw or increase its Capital Contribution except as provided under the Purchase Undertaking pursuant to which UREC undertakes to purchase the Issuer s Units in accordance with the terms thereof. Musharaka Business Plan The purpose of the Musharaka will be to earn profit from the application of the Capital Contributions in accordance with the Musharaka Business Plan appended to the Musharaka Agreement. The Musharaka Business Plan will allow UREC to use part of the proceeds of the issue of the Certificates for general corporate purposes. The Lead Manager is not responsible for the performance or profitability of the Musharaka or underlying Musharaka Assets or the share and amount of the distributions made to each Musharaka Partner. Further, the Lead Manager makes no representation and accepts no responsibility as to the feasibility of the Musharaka Business Plan or whether its objections can or will be achieved. Musharaka Profit Distribution Profit derived from the Musharaka will be calculated by the Management Agent, and approved by the Issuer, and will be payable to the Musharaka Partners to coincide with each Periodic Distribution Date. Each Musharaka Partner, pursuant to the Musharaka Agreement, shall be entitled to share in the profits of the Musharaka and bear losses of the Musharaka as outlined below. If the Musharaka incurs a loss for any accounting period (as shown in the Musharaka Accounts produced by the Managing Agent in accordance with the Management Agreement), such loss shall be borne by each Musharaka Partner rateably in accordance with the proportion that Partner s Units then held by it bear to the aggregate of the Units held by all of the Partners. 5

13 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section per cent. (ninety per cent.) of all net cash profit will be distributed to the Issuer, and 10 per cent. (ten per cent.) of all net cash profit shall be distributed to UREC (having first deducted Incentive Fees (as defined below), if any). If the Issuer s profit share is in excess of the Periodic Distribution Amount, and (where the Periodic Distribution Date is also an Amortisation Distribution Date), the Amortisation Amount, the surplus distributable profit shall be paid to the Management Agent as incentive fees (the Incentive Fees ) for acting as manager under the Management Agreement, after payment and/or settlement in full of any amounts owing under the Certificates. Management Agreement Purchase Undertaking Pursuant to a management agreement (the Management Agreement ) dated on or about the Closing Date between the Musharaka Partners and the Management Agent, the Management Agent shall be appointed as manager of the Musharaka. The Management Agent shall provide certain services in accordance with the terms of the Management Agreement and the Management Agent shall be authorised to carry out all necessary action on behalf of the Musharaka to achieve the Musharaka s objectives. In consideration for acting as Management Agent, the Management Agent shall be entitled to management incentive fees to be paid out of any surplus distributable profit after payment and/or settlement in full of any amounts owing under the Certificates. The Musharaka s operating costs, properly incurred by the Management Agent shall be for the account of the Musharaka. UREC will execute a purchase undertaking (the Purchase Undertaking ) in favour of the Issuer on or about the Closing Date. Under the Purchase Undertaking, UREC irrevocably undertakes that upon the Issuer exercising its option to oblige UREC (as Obligor ) to purchase one Unit from the Issuer, the Obligor will purchase such Unit from the Issuer at the Relevant Exercise Price on the relevant Exercise Date on an as is where is basis without any warranty express or implied as to condition, fitness for purpose, suitability for use or otherwise and if any warranty is implied by Law, it shall be excluded to the full extent permitted by Law. The Issuer may exercise such option upon giving notice to the Obligor under the Purchase Undertaking (each an Exercise Notice ) and the Issuer s Unit shall be transferred to the Obligor on the relevant Exercise Date by way of a separate sale agreement, in each case in the form prescribed by the terms of the Purchase Undertaking. For the purposes of the foregoing, Relevant Exercise Price means (taking account of clause 2 of the Musharaka Agreement): (i) in the case of the Periodic Distribution Exercise (being the service of an Exercise Notice no later than five Business Days prior to the Periodic Distribution Date (as defined below)), a U.S. dollar amount equal 6

14 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 to the Periodic Distribution Amount (as defined below) less the Issuer s share of the Net Cash Profit for the relevant accounting period provided that in the event that the relevant Periodic Distribution Date which is the subject of the relevant Periodic Distribution Exercise is also an Amortisation Distribution Date (as defined below) then the Relevant Exercise Price shall be the aggregate of (a) a U.S. dollar amount equal to the Periodic Distribution Amount less the Issuer s share of the Net Cash Profit for the relevant Accounting Period and (b) a U.S. dollar amount equal to the Amortisation Distribution Amount; Sale Undertaking Amortisation Distribution Date (ii) (iii) in the case of the Scheduled Dissolution Exercise (being the service of an Exercise Notice no later than five Business Days prior to the Scheduled Dissolution Date (as defined below)), a U.S. dollar amount equal to the Dissolution Distribution Amount (as defined below); and in the case of the Early Dissolution Exercise (being the service of an Exercise Notice no later than five Business Days prior to the Relevant Dissolution Date), a U.S. dollar amount equal to the Dissolution Distribution Amount. Pursuant to the terms of the Sale Undertaking, subject to the Issuer being entitled to redeem the Certificates early pursuant to Condition 8.2 (Dissolution following a Tax Event) the Obligor may, by giving not less than 30 nor more than 60 days notice to the Issuer (which notice shall be irrevocable) oblige the Issuer to sell the Issuer s Units to the Obligor and the Issuer will sell its Units on an as is basis (without warranty express or implied as to condition, fitness for purpose, suitability for use or otherwise and if any warranty is implied by applicable law, it shall be excluded to the fullest extent permitted by applicable law) to the Obligor at the Relevant Exercise Price, provided that no such notice shall be given earlier than 90 days prior to the earliest date on which the Obligor would be obliged to pay any additional amounts following the occurrence of a Tax Event (as such term is defined in the Conditions). For the purposes of the Sale Undertaking, Relevant Exercise Price means a U.S. dollar amount equal to the Dissolution Distribution Amount. Amortisation Payments (as defined below) will be made in arrear on the 13th day of each June and December or if any such day is not a Business Day, the immediately following Business Day, commencing 36 months after the Closing Date. For the avoidance of doubt, each Amortisation Distribution Date will fall on a Periodic Distribution Date. Summary of the Certificates Certificates US$100,000,000 trust certificates due 2012 A A A A

15 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 Closing Date 13 June 2007 Issue Price Status Business Day Final Maturity Date Amortisation Periodic Distribution Dates Periodic Profit Distributions 100 per cent of the aggregate principal amount of the Certificates. Each Certificate represents an undivided beneficial ownership in Trust Assets and will rank pari passu, without any preference, with the other Certificates. The Certificates are limited recourse obligations, limited to the Trust Assets held on trust for the Certificateholders pursuant to the Declaration of Trust. The Certificateholders will have no recourse to the Issuer or any of its assets once the Trust Assets held pursuant to the Declaration of Trust have been applied. Means a day on which commercial banks in New York and Kuwait are open for general business. 5 years from the Closing Date. Unless previously redeemed or cancelled, the Certificates will be amortised on the basis of 5 equal semi-annual repayments commencing on the date that falls 36 months from the Closing Date. Distributions on the Certificates will be made in arrear on the 13th day of each March, June, September and December, or if any such day is not a Business Day, the immediately following Business Day, commencing in September 2007 and up to and including June On each Periodic Distribution Date, Certificateholders will receive, from moneys received in respect of the Trust Assets, a Periodic Distribution Amount equalling the product of (i) LIBOR for such Return Accumulation Period plus the margin applied to the outstanding amount and (ii) an amount equal to US$100,000,000 less the aggregate of all Amortisation Payments previously paid by the Issuer and (iii) the number of days in such Return Accumulation Period divided by 360; plus any additional costs. In addition, on each Amortisation Payment Date, Certificateholders will receive, from moneys received in respect of the Trust Assets, an additional amount equalling: A (a) (b) the Amortisation Payment; plus any additional costs. For the purpose of the foregoing: Amortisation Payment means US$20,000,000, being 20 per cent. of the initial principal amount of the Certificates. Return Accumulation Period The period from, and including, the Closing Date to, but excluding, the first Periodic Distribution Date and each successive period from, and including, a Periodic Distribution Date to, but excluding, the next succeeding Periodic Distribution Date or, if earlier, a redemption date. 8

16 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 Dissolution of the Trust Upon a sale of all the Issuer s Units to UREC pursuant to the terms of the Purchase Undertaking, UREC will be required to deposit the Dissolution Distribution Amount (as defined below) into the Transaction Account on or before the relevant date for the redemption of the Certificates and dissolution of the Trust. Upon receipt of the Dissolution Distribution Amount from UREC in accordance with the terms of the Purchase Undertaking, the Issuer shall redeem the Certificates at the Dissolution Distribution Amount. Dissolution Distribution Amount means, as of the Redemption Date, the aggregate principal amount of the Certificates then outstanding plus accrued and unpaid Periodic Distribution Amounts as of such date. Redemption Date means each date specified in accordance with the Conditions for redemption of the Certificates, being any of the Scheduled Dissolution Date or a Relevant Dissolution Date. Unless earlier dissolved as a result of the occurrence of an event described in Early Dissolution of the Trust below, the Trust will be dissolved on the Scheduled Dissolution Date and the Trustee will redeem the Certificates on such date at the Dissolution Distribution Amount. Relevant Dissolution Date means the date on which the Certificates are to be redeemed as specified in the notice given by the Trustee to the Certificateholders following the occurrence of a Dissolution Event. Scheduled Dissolution Date means the Periodic Distribution Date falling in June Early Dissolution of the Trust Other than as a result of the occurrence of a Dissolution Event, Dissolution following a Tax Event (pursuant to Condition 8.2), and payments of Amortisation Payments, the Trust will not be subject to early dissolution, and the Certificates will not be redeemed in full prior to the Scheduled Dissolution Date). Dissolution Events The Dissolution Events are set out in Condition 11. If any Dissolution Event shall occur, the Delegate Trustee will give notice of the occurrence of such Dissolution Event to the Certificateholders with a request to such holders to indicate if they wish the Trust to be dissolved. If so requested in writing by the holders of at least 25 per cent. in aggregate of the principal amount of the Certificates then outstanding, or if so directed by an extraordinary resolution of the Certificateholders, the Delegate Trustee shall (subject in each case to being indemnified or secured to its satisfaction) or, if the Delegate Trustee so decides in its discretion, the Delegate Trustee may give notice to all the Certificateholders that the Trust is to be dissolved and the Certificates are to be redeemed at the Dissolution Distribution Amount. 9

17 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 Role of Delegate Trustee Form and Delivery of the Certificates Clearance and Settlement Denominations The Trust Assets Transaction Account Costs Undertaking Limited Recourse Pursuant to the Declaration of Trust, the Trustee shall delegate certain of its rights and powers, authorities, duties and discretions to the Delegate Trustee, which shall take effect immediately, without further action, upon the occurrence of a Potential Dissolution Event or a Dissolution Event. In particular, the Delegate Trustee shall be entitled to: (a) deliver Exercise Notices to the Obligor in accordance with the Purchase Undertaking; and (b) following a Dissolution Event, take any enforcement action in the name of the Issuer against either the Musharaka partners. The Certificates will be issued in registered global form only, and will be represented by interest in a Global Certificate deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Definitive Certificates evidencing holdings of Certificates will only be issued in exchange for interest in the Global Certificate in certain limited circumstances. Certificateholders may elect to hold their interest in the Global Certificate in book-entry form through each of Euroclear or Clearstream, Luxembourg. Transfers within Clearstream, Luxembourg or Euroclear will be in accordance with the usual rules and operating procedures of the relevant clearance system. The Certificates will be issued in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof. The Trust is the trust declared by the Issuer under the Declaration of Trust. The Trust Assets consist of all of the Issuer s rights, interest and benefit, present and future, in, to and under the Musharaka, and each of the Transaction Documents, all moneys standing to the credit of the Transaction Account, and all proceeds of the foregoing. The Principal Paying Agent will maintain and operate a transaction account (the Transaction Account ) on behalf of the Trust. Distributions of moneys deriving from the Trust Assets will be made to Certificateholders from funds standing to the credit of the Transaction Account. Pursuant to a costs undertaking (the Costs Undertaking ) given by UREC, UREC will pay certain fees and expenses of, and indemnify against certain losses of, among others, the Trustee, the Delegate Trustee, the Paying Agents, the Transfer Agent and the Calculation Agent. Each Certificate represents an undivided beneficial ownership interest in the Trust Assets. Certificateholders will have no recourse to any assets of the Issuer other than the Trust Assets. Any creditor of the Issuer, its officers, directors, shareholders or administrator will have no recourse to the A A A

18 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 Trust Assets. Proceeds of the Trust Assets are the sole source of payments on the Certificates. The Certificates do not represent an interest in or obligation of any of the Issuer, the Management Agent or the Obligor (to the extent each fulfils all of its obligations under the relevant Transaction Documents to which it is a party), the Lead Manager and Bookrunner or the Agents or any affiliate of any of the foregoing entities. Accordingly, Certificateholders will have no recourse to any assets of the Issuer (other than the Trust Assets), the Management Agent or the Obligor (to the extent each fulfils all of its obligations under the Transaction Documents to which it is a party), the Lead Manager, Bookrunner, the Agents, the Delegate Trustee or the Trustee or any affiliate of any of the foregoing entities in respect of any shortfall in the expected amounts from the Trust Assets. However, each of the Management Agent and the Obligor is obliged to make the payments under the Transaction Documents to which it is a party directly to the Issuer, and the Issuer, as trustee and/or agent for the benefit of the Certificateholders and any other trustee appointed to replace the Trustee pursuant to the Declaration of Trust, will have direct recourse against the Management Agent or the Obligor as the case may be to recover payments due to the Issuer from the Management Agent or the Obligor, as the case may be, pursuant to the Transaction Documents to which the Management Agent or the Obligor is a party. Enforcement Following the distribution of the Trust Assets to the Certificateholders to the extent permitted under the Conditions and the Declaration of Trust, the Trustee shall have no further liability to the Certificateholders, and accordingly such Certificateholders may not take any action against the Trustee or any other person to recover any such sum or asset in respect of the Certificates or the Trust Assets. The Trustee shall not in any circumstances be obliged to take any action to enforce or to realise such Trust Assets or take any action against either the Management Agent or the Obligor under the Transaction Documents unless directed to do so by the Certificateholders in accordance with the Conditions following the occurrence of a Dissolution Event, and then only to the extent indemnified and/or secured to its satisfaction. No Certificateholder shall be entitled to proceed directly against either the Management Agent or the Obligor. The foregoing is subject to the following. After distributing the net proceeds, the obligations of the Trustee in respect of such Certificates shall be satisfied and no holder of such Certificates may take further steps against the Trustee to recover any further sums in respect of such Certificates and the right to receive any such sums unpaid shall be extinguished. In particular, no holder of Certificates will be able to petition for, or join any other person in instituting proceeds for, the reorganisation, liquidation, winding up or 11

19 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 receivership of the Issuer or the Trustee, the Trust or the Obligor, or any of their affiliates as a consequence of such shortfall or otherwise. Withholding Tax All payments in respect of the Purchase Undertaking or to be made by the Management Agent to the Issuer under the Management Agreement shall be made without withholding or deduction for, Taxes, unless the withholding or deduction of such Taxes is required by law. In such event, the Obligor, pursuant to the Purchase Undertaking, and the Management Agent, pursuant to the Management Agreement, will be required to pay to the Issuer additional amounts so that the Issuer will receive the full amount which would otherwise be due and payable. Further, if the Issuer is required to make any payment of or on account of Taxes to any taxing authority on or in relation to any sum paid or payable or received or receivable thereunder by the Issuer (including, without limitation, any sum received or receivable under this clause) or any liability in respect of any such payment is imposed, levied or assessed against the Issuer by any taxing authority, Obligor shall, within 10 business days upon demand of the Issuer indemnify against such payment or liability, together with any penalties and expenses payable or incurred in connection therewith. All payments in respect of the Certificates shall be made without withholding or deduction for, or on account of, Taxes unless the withholding or deduction of such Taxes is required by law. In such event, the Obligor will be required pursuant to the terms of the Purchase Undertaking to pay to the Issuer additional amounts as may be necessary, so that the full amount which otherwise would have been due and payable under the Certificates is received by parties entitled thereto. Use of Proceeds Tax Considerations Listing Rating Transfer Restrictions The proceeds of the issue of the Certificates will be used by the Issuer to pay the Issuer s Contribution to the Musharaka in accordance with the Musharaka Business Plan which will allow UREC to use the issue of the Certificates for general corporate purposes. See Taxation for a description of certain tax considerations applicable to the Certificates. Application will be made to the UK Listing Authority to list the Certificates on the Official List of the FSA and to trading on the gilt edged and fixed income market of the London Stock Exchange, but there can be no confirmation that such listing will occur on or prior to the Closing Date, or at all. On issue, the Certificates are expected to be assigned a BBB+ rating by Capital Intelligence. A rating is not a recommendation to buy, sell or hold securities or shares and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Certain purchase and transfer restrictions are applicable to the Certificates, see Subscription and Sale. A A A

20 Level: 5 From: 5 Friday, June 8, :14 pm mac Section 01 : 3685 Section 01 Transaction Documents Governing Law and Jurisdiction/ Arbitration The Transaction Documents are the Musharaka Agreement, the Management Agreement, the Purchase Undertaking, the Sale Undertaking, the Agency Declaration, the Agency Agreement, the Declaration of Trust, the Costs Undertaking, the Subscription Agreement, the Certificates and any other agreements and documents delivered or executed in connection therewith. All of the Transaction Documents (except as otherwise noted herein) and the Certificates will be governed by English law, subject to arbitration in London, England under the Rules of Arbitration of the International Chamber of Commerce in London England and to the jurisdiction of the English Courts. A Waiver of Sovereign Immunity The Obligor acknowledges that the transactions contemplated by the Transaction Documents are commercial transactions. To the extent that the Obligor may claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that such immunity (whether or not claimed) may be attributed to the Obligor or its assets or revenues, the Obligor agrees not to claim and irrevocably and unconditionally waives such immunity in relation to any proceedings. 13

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